10-Q 1 sgy03311710-q.htm 10-Q Document



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________________________________ 
FORM 10-Q
__________________________________________________________ 
(Mark One)
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2017
or
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission File Number: 1-12074
__________________________________________________________ 
STONE ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
__________________________________________________________
Delaware
72-1235413
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
 
625 E. Kaliste Saloom Road
 
Lafayette, Louisiana
70508
(Address of principal executive offices)
(Zip Code)
(337) 237-0410
(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.    Yes  ý    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).    Yes  ý    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. (Check one):
Large accelerated filer
¨
Accelerated filer
ý
Non-accelerated filer
¨  (Do not check if a smaller reporting company)
Smaller reporting company
¨
 
 
Emerging growth 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 ¨  No ý



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. Yes  ý  No  ¨
As of May 8, 2017, there were 19,999,926 shares of the registrant’s common stock, par value $.01 per share, outstanding.
 



TABLE OF CONTENTS
 
 
 
Page
 
Item 1.
 
 
 
 
 
 
 
Item 2.
Item 3.
Item 4.
 
Item 1.
Item 1A.
Item 2.
Item 6.
 
 




PART I – FINANCIAL INFORMATION
 
ITEM 1. FINANCIAL STATEMENTS
 
STONE ENERGY CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
(In thousands of dollars)
 
Successor
 
 
Predecessor
 
March 31,
2017
 
 
December 31,
2016
Assets
(Unaudited)
 
 
(Note 1)
Current assets:
 
 
 
 
Cash and cash equivalents
$
180,239

 
 
$
190,581

Restricted cash
74,068

 
 

Accounts receivable
35,380

 
 
48,464

Fair value of derivative contracts
3,398

 
 

Current income tax receivable
22,516

 
 
26,086

Other current assets
11,150

 
 
10,151

Total current assets
326,751

 
 
275,282

Oil and gas properties, full cost method of accounting:
 
 
 
 
Proved
677,977

 
 
9,616,236

Less: accumulated depreciation, depletion and amortization
(271,960
)
 
 
(9,178,442
)
Net proved oil and gas properties
406,017

 
 
437,794

Unevaluated
97,617

 
 
373,720

Other property and equipment, net
20,741

 
 
26,213

Fair value of derivative contracts
3,185

 
 

Other assets, net
16,993

 
 
26,474

Total assets
$
871,304

 
 
$
1,139,483

Liabilities and Stockholders’ Equity
 
 
 
 
Current liabilities:
 
 
 
 
Accounts payable to vendors
$
26,033

 
 
$
19,981

Undistributed oil and gas proceeds
1,428

 
 
15,073

Accrued interest
1,649

 
 
809

Asset retirement obligations
85,498

 
 
88,000

Current portion of long-term debt
412

 
 
408

Other current liabilities
17,500

 
 
18,602

Total current liabilities
132,520

 
 
142,873

Long-term debt
235,813

 
 
352,376

Asset retirement obligations
189,870

 
 
154,019

Other long-term liabilities
17,557

 
 
17,315

Total liabilities not subject to compromise
575,760

 
 
666,583

Liabilities subject to compromise

 
 
1,110,182

Total liabilities
575,760

 
 
1,776,765

Commitments and contingencies

 
 

Stockholders’ equity:
 
 
 
 
Predecessor common stock ($.01 par value; authorized 30,000,000 shares; issued 5,610,020 shares)

 
 
56

Predecessor treasury stock (1,658 shares, at cost)

 
 
(860
)
Predecessor additional paid-in capital

 
 
1,659,731

Successor common stock ($.01 par value; authorized 60,000,000 shares; issued 19,996,828 shares)
200

 
 

Successor additional paid-in capital
554,957

 
 

Accumulated deficit
(259,613
)
 
 
(2,296,209
)
Total stockholders’ equity
295,544

 
 
(637,282
)
Total liabilities and stockholders’ equity
$
871,304

 
 
$
1,139,483

 The accompanying notes are an integral part of this balance sheet.

1



STONE ENERGY CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
 
Successor
 
 
Predecessor
 
 
Period from
March 1, 2017
through
March 31, 2017
 
 
Period from
January 1, 2017
through
February 28, 2017
 
Three Months Ended
March 31, 2016
 
Operating revenue:
 
 
 
 
 
 
 
Oil production
$
20,027

 
 
$
45,837

 
$
60,275

 
Natural gas production
2,210

 
 
13,476

 
15,173

 
Natural gas liquids production
777

 
 
8,706

 
4,735

 
Other operational income
149

 
 
903

 
356

 
Derivative income, net
2,646

 
 

 
138

 
Total operating revenue
25,809

 
 
68,922

 
80,677

 
Operating expenses:
 
 
 
 
 
 
 
Lease operating expenses
4,740

 
 
8,820

 
19,547

 
Transportation, processing and gathering expenses
144

 
 
6,933

 
841

 
Production taxes
65

 
 
682

 
481

 
Depreciation, depletion and amortization
15,847

 
 
37,429

 
61,558

 
Write-down of oil and gas properties
256,435

 
 

 
129,204

 
Accretion expense
2,901

 
 
5,447

 
9,983

 
Salaries, general and administrative expenses
3,322

 
 
9,629

 
12,754

 
Incentive compensation expense

 
 
2,008

 
4,979

 
Restructuring fees
288

 
 

 
953

 
Other operational expenses
661

 
 
530

 
12,527

 
Derivative expense, net

 
 
1,778

 

 
Total operating expenses
284,403

 
 
73,256

 
252,827

 
 
 
 
 
 
 
 
 
Gain on Appalachia Properties divestiture

 
 
213,453

 

 
 
 
 
 
 
 
 
 
Income (loss) from operations
(258,594
)
 
 
209,119

 
(172,150
)
 
Other (income) expenses:
 
 
 
 
 
 
 
Interest expense
1,190

 
 

 
15,241

 
Interest income
(40
)
 
 
(45
)
 
(114
)
 
Other income
(131
)
 
 
(315
)
 
(298
)
 
Other expense

 
 
13,336

 
2

 
Reorganization items, net

 
 
(437,744
)
 

 
Total other (income) expense
1,019

 
 
(424,768
)
 
14,831

 
Income (loss) before income taxes
(259,613
)
 
 
633,887

 
(186,981
)
 
Provision (benefit) for income taxes:
 
 
 
 
 
 
 
Current

 
 
3,570

 
(1,074
)
 
Deferred

 
 

 
2,877

 
Total income taxes

 
 
3,570

 
1,803

 
Net income (loss)
$
(259,613
)
 
 
$
630,317

 
$
(188,784
)
 
Basic income (loss) per share
$
(12.98
)
 
 
$
110.99

 
$
(33.89
)
 
Diluted income (loss) per share
$
(12.98
)
 
 
$
110.99

 
$
(33.89
)
 
Average shares outstanding
19,997

 
 
5,634

 
5,571

 
Average shares outstanding assuming dilution
19,997

 
 
5,634

 
5,571

 
 
The accompanying notes are an integral part of this statement.


2



STONE ENERGY CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
(Unaudited)
 
Successor
 
 
Predecessor
 
Period from
March 1, 2017
through
March 31, 2017
 
 
Period from
January 1, 2017
through
February 28, 2017
 
Three Months Ended
March 31, 2016
Net income (loss)
$
(259,613
)
 
 
$
630,317

 
$
(188,784
)
Other comprehensive income (loss), net of tax effect:
 
 
 
 
 
 
Derivatives

 
 

 
(5,285
)
Foreign currency translation

 
 

 
6,074

Comprehensive income (loss)
$
(259,613
)
 
 
$
630,317

 
$
(187,995
)
 
The accompanying notes are an integral part of this statement.

3




STONE ENERGY CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(In thousands)
(Unaudited)

 
Common
Stock
 
Treasury
Stock
 
Additional
Paid-In
Capital
 
Accumulated
Deficit
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Total
Stockholders’
Equity
 
 
 
 
 
 
 
 
 
 
 
 
Balance, December 31, 2015 (Predecessor)
$
55

 
$
(860
)
 
$
1,648,687

 
$
(1,705,623
)
 
$
17,952

 
$
(39,789
)
Net loss

 

 

 
(590,586
)
 

 
(590,586
)
Adjustment for fair value accounting of derivatives, net of tax

 

 

 

 
(24,025
)
 
(24,025
)
Adjustment for foreign currency translation, net of tax

 

 

 

 
6,073

 
6,073

Exercise of stock options, vesting of restricted stock and granting of stock awards
1

 

 
(732
)
 

 

 
(731
)
Amortization of stock compensation expense

 

 
11,776

 

 

 
11,776

Balance, December 31, 2016 (Predecessor)
56

 
(860
)
 
1,659,731

 
(2,296,209
)
 

 
(637,282
)
Net income

 

 

 
630,317

 

 
630,317

Exercise of stock options, vesting of restricted stock and granting of stock awards

 

 
(172
)
 

 

 
(172
)
Amortization of stock compensation expense

 

 
3,527

 

 

 
3,527

Balance, February 28, 2017 (Predecessor)
56

 
(860
)
 
1,663,086

 
(1,665,892
)
 

 
(3,610
)
Cancellation of Predecessor equity
(56
)
 
860

 
(1,663,086
)
 
1,665,892

 

 
3,610

Balance, February 28, 2017 (Predecessor)

 

 

 

 

 

Issuance of Successor common stock and warrants
200

 

 
554,866

 

 

 
555,066

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, February 28, 2017 (Successor)
200

 

 
554,866

 

 

 
555,066

Net loss

 

 

 
(259,613
)
 

 
(259,613
)
Amortization of stock compensation expense

 

 
91

 

 

 
91

Balance, March 31, 2017 (Successor)
$
200

 
$

 
$
554,957

 
$
(259,613
)
 
$

 
$
295,544


The accompanying notes are an integral part of this statement.


4



STONE ENERGY CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(In thousands)
(Unaudited)
 
Successor
 
 
Predecessor
 
Period from
March 1, 2017
through
March 31, 2017
 
 
Period from
January 1, 2017
through
February 28, 2017
 
Three Months Ended
March 31, 2016
Cash flows from operating activities:
 
 
 
 
 
 
Net income (loss)
$
(259,613
)
 
 
$
630,317

 
$
(188,784
)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
 
 
 
 
 
 
Depreciation, depletion and amortization
15,847

 
 
37,429

 
61,558

Write-down of oil and gas properties
256,435

 
 

 
129,204

Accretion expense
2,901

 
 
5,447

 
9,983

Deferred income tax provision

 
 

 
2,877

Gain on sale of oil and gas properties

 
 
(213,453
)
 

Settlement of asset retirement obligations
(17,600
)
 
 
(3,641
)
 
(4,667
)
Non-cash stock compensation expense
17

 
 
2,645

 
2,312

Non-cash derivative (income) expense
(2,484
)
 
 
1,778

 
192

Non-cash interest expense

 
 

 
4,635

Non-cash reorganization items

 
 
(458,677
)
 

Other non-cash expense

 
 
172

 
6,081

Change in current income taxes

 
 
3,570

 
(1,074
)
Decrease in accounts receivable
6,728

 
 
6,354

 
5,845

(Increase) decrease in other current assets
964

 
 
(2,274
)
 
(185
)
Increase (decrease) in accounts payable
3,015

 
 
(4,652
)
 
(2,138
)
Increase (decrease) in other current liabilities
1,672

 
 
(9,653
)
 
3,898

Investment in derivative contracts
(2,140
)
 
 
(3,736
)
 

Other
4,904

 
 
2,490

 
(298
)
Net cash provided by (used in) operating activities
10,646

 
 
(5,884
)
 
29,439

Cash flows from investing activities:
 
 
 
 
 
 
Investment in oil and gas properties
(5,584
)
 
 
(8,754
)
 
(129,859
)
Proceeds from sale of oil and gas properties, net of expenses
10,770

 
 
505,383

 

Investment in fixed and other assets
(2
)
 
 
(61
)
 
(496
)
Change in restricted funds
1,479

 
 
(75,547
)
 
1,045

Net cash provided by (used in) investing activities
6,663

 
 
421,021

 
(129,310
)
Cash flows from financing activities:
 
 
 
 
 
 
Proceeds from bank borrowings

 
 

 
477,000

Repayments of bank borrowings

 
 
(341,500
)
 
(20,000
)
Repayments of building loan
(36
)
 
 
(24
)
 
(95
)
Cash payment to noteholders

 
 
(100,000
)
 

Debt issuance costs

 
 
(1,055
)
 

Net payments for share-based compensation

 
 
(173
)
 
(650
)
Net cash provided by (used in) financing activities
(36
)
 
 
(442,752
)
 
456,255

Effect of exchange rate changes on cash

 
 

 
(9
)
Net change in cash and cash equivalents
17,273

 
 
(27,615
)
 
356,375

Cash and cash equivalents, beginning of period
162,966

 
 
190,581

 
10,759

Cash and cash equivalents, end of period
$
180,239

 
 
$
162,966

 
$
367,134

 
The accompanying notes are an integral part of this statement.

5



STONE ENERGY CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 

NOTE 1 – FINANCIAL STATEMENT PRESENTATION
 
Interim Financial Statements

The condensed consolidated financial statements of Stone Energy Corporation ("Stone" or the "Company") and its subsidiaries as of March 31, 2017 (Successor) and for the periods from March 1, 2017 through March 31, 2017 (Successor), January 1, 2017 through February 28, 2017 (Predecessor) and the three months ended March 31, 2016 (Predecessor) are unaudited and reflect all adjustments (consisting only of normal recurring adjustments), which are, in the opinion of management, necessary for a fair presentation of the financial position and operating results for the interim periods. The condensed consolidated balance sheet as of December 31, 2016 (Predecessor) has been derived from the audited financial statements as of that date contained in our Annual Report on Form 10-K for the year ended December 31, 2016 (our "2016 Annual Report on Form 10-K"). The condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto, together with management’s discussion and analysis of financial condition and results of operations, contained in our 2016 Annual Report on Form 10-K, though, as described below, such prior financial statements will not be comparable to the interim financial statements due to the adoption of fresh start accounting on February 28, 2017. For additional information, see Note 3 – Fresh Start Accounting. The results of operations for the period from March 1, 2017 through March 31, 2017 (Successor) are not necessarily indicative of future financial results. Certain prior period amounts have been reclassified to conform to current period presentation.

Emergence from Voluntary Reorganization Under Chapter 11 Proceedings

On December 14, 2016 (the "Petition Date"), the Company and its subsidiaries Stone Energy Offshore, L.L.C. ("Stone Offshore") and Stone Energy Holding, L.L.C. (together with the Company, the "Debtors") filed voluntary petitions (the "Bankruptcy Petitions") in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the "Bankruptcy Court") seeking relief under the provisions of Chapter 11 of Title 11 ("Chapter 11") of the United States Bankruptcy Code (the "Bankruptcy Code"). On February 15, 2017, the Bankruptcy Court entered an order (the "Confirmation Order") confirming the Second Amended Joint Prepackaged Plan of Reorganization of Stone Energy Corporation and its Debtor Affiliates, dated December 28, 2016 (the "Plan"), as modified by the Confirmation Order, and on February 28, 2017, the Plan became effective (the "Effective Date") and the Debtors emerged from bankruptcy.

Upon emergence from bankruptcy, the Company adopted fresh start accounting in accordance with the provisions of Accounting Standards Codification ("ASC") 852, "Reorganizations", which resulted in the Company becoming a new entity for financial reporting purposes on the Effective Date. As a result of the adoption of fresh start accounting, the Company’s unaudited condensed consolidated financial statements subsequent to February 28, 2017 will not be comparable to its financial statements prior to that date. See Note 3 – Fresh Start Accounting for further details on the impact of fresh start accounting on the Company’s unaudited condensed consolidated financial statements.
 
References to "Successor" or "Successor Company" relate to the financial position and results of operations of the reorganized Company subsequent to February 28, 2017. References to "Predecessor" or "Predecessor Company" relate to the financial position and results of operations of the Company prior to, and including, February 28, 2017.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates continuity of operations, realization of assets and the satisfaction of liabilities in the normal course of business for the twelve month period following the date of these consolidated financial statements. The significant decline in commodity prices since mid-2014 resulted in reduced revenue and cash flows and negatively impacted our liquidity position in 2015 and 2016. Additionally, the level of our indebtedness at that time and the depressed commodity price environment presented challenges related to our ability to comply with the covenants in the agreements governing such indebtedness. The minimum liquidity requirement and other restrictions under our Pre-Emergence Credit Agreement (as defined in Note 2 – Reorganization) also presented challenges with respect to our ability to meet interest payment obligations on the 7 12% Senior Notes due 2022 (the "2022 Notes") as well as the maturity of the 1 34% Senior Convertible Notes due 2017 (the "2017 Convertible Notes"). These conditions raised substantial doubt about our ability to continue as a going concern. In order to address these issues, we worked with financial and legal advisors throughout 2016, structuring a plan of reorganization to address our liquidity and capital structure, and on December 14, 2016, the Debtors filed Bankruptcy Petitions seeking relief under the provisions of Chapter 11 of the Bankruptcy Code. In connection with our restructuring efforts, we sold our Appalachia Properties (as defined in Note 2 – Reorganization). On February 15, 2017, the Bankruptcy Court entered an order confirming the Plan, and on February 28, 2017, the Plan became effective and the Debtors emerged from bankruptcy. Upon emergence from bankruptcy, we eliminated approximately $1,110 million in principal amount of outstanding debt, resulting in remaining debt outstanding of approximately $236 million on the Effective Date, consisting of $225 million of 7.5% Senior Second Lien Notes due 2022 (the "2022 Second Lien

6



Notes") and $11 million outstanding under the 4.20% Building Loan (the "Building Loan") (see Note 10 – Debt). As a result of the execution of the Plan, there is no longer substantial doubt about the Company’s ability to continue as a going concern.

Use of Estimates

The preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical experience and on various other assumptions and information believed to be reasonable under the circumstances. Estimates and assumptions about future events and their effects are uncertain and, accordingly, these estimates may change as new events occur, as additional information is obtained and as the Company’s operating environment changes. Actual results could differ from those estimates. Estimates are used primarily when accounting for depreciation, depletion and amortization ("DD&A") expense, unevaluated property costs, estimated future net cash flows from proved reserves, costs to abandon oil and gas properties, income taxes, accruals of capitalized costs, operating costs and production revenue, capitalized general and administrative costs and interest, insurance recoveries, effectiveness and estimated fair value of derivative contracts, contingencies and fair value estimates, including estimates of reorganization value, enterprise value and the fair value of assets and liabilities recorded as a result of the adoption of fresh start accounting.

Recently Issued Accounting Standards

In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, "Revenue from Contracts with Customers" to clarify the principles for recognizing revenue and to develop a common revenue standard and disclosure requirements. The standard may be applied retrospectively or using a modified retrospective approach, with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application. In August 2015, the FASB issued ASU 2015-14, deferring the effective date of ASU 2014-09 by one year. As a result, the standard is effective for interim and annual periods beginning on or after December 15, 2017. We expect to apply the modified retrospective approach upon adoption of this standard. Although we are still evaluating the effect that this new standard may have on our financial statements and related disclosures, we do not anticipate that the implementation of this new standard will have a material effect.
In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)" 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. The standard is effective for public entities for fiscal years beginning after December 15, 2018, and for interim periods within those fiscal years, with earlier application permitted. Upon adoption the lessee will apply the new standard retrospectively to all periods presented or retrospectively using a cumulative effect adjustment in the year of adoption. We are currently evaluating the effect that this new standard may have on our financial statements.

In March 2016, the FASB issued ASU 2016-09, "Compensation – Stock Compensation (Topic 718)" to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and forfeitures, as well as classification in the statement of cash flows. ASU 2016-09 became effective for us on January 1, 2017. Under ASU 2016-09, the Company elected to not apply a forfeiture estimate and will recognize a credit in compensation expense to the extent awards are forfeited. The implementation of this new standard did not have a material effect on our financial statements.
 
NOTE 2 – REORGANIZATION
 
On December 14, 2016, the Debtors filed Bankruptcy Petitions seeking relief under the provisions of Chapter 11 of the Bankruptcy Code to pursue a prepackaged plan of reorganization. On February 15, 2017, the Bankruptcy Court entered an order confirming the Plan, and on February 28, 2017, the Plan became effective and the Debtors emerged from bankruptcy.

Prior to the filing of the Bankruptcy Petitions, the Debtors and certain holders of the 2017 Convertible Notes and the 2022 Notes (collectively, the "Notes" and the holders thereof, the "Noteholders") and the lenders (the "Banks") under the Fourth Amended and Restated Credit Agreement, dated as of June 24, 2014, as amended, modified, or otherwise supplemented from time to time (the "Pre-Emergence Credit Agreement"), entered into an Amended and Restated Restructuring Support Agreement (the "A&R RSA"). The A&R RSA contained certain covenants on the part of the Company and the Noteholders and Banks who are signatories to the A&R RSA, including that such Noteholders and Banks would support the Company's sale of Stone's producing properties and acreage, including approximately 86,000 net acres, in the Appalachia regions of Pennsylvania and West Virginia (the "Appalachia Properties") to TH Exploration III, LLC, an affiliate of Tug Hill, Inc. ("Tug Hill"), pursuant to the terms of a Purchase and Sale Agreement dated October 20, 2016, as amended on December 9, 2016 (the "Tug Hill PSA") for a purchase price of at least $350 million and approval of the Bankruptcy Court. Pursuant to the terms of the Tug Hill PSA, Stone agreed to sell the Appalachia Properties to Tug Hill for $360 million in cash, subject to customary purchase price adjustments.


7



Pursuant to Bankruptcy Court orders dated January 11, 2017 and January 31, 2017, two additional bidders were allowed to participate in competitive bidding on the Appalachia Properties. On January 18, 2017, the Bankruptcy Court approved certain bidding procedures (the "Bidding Procedures") in connection with the sale of the Appalachia Properties. In accordance with the Bidding Procedures, Stone conducted an auction for the sale of the Appalachia Properties on February 8, 2017 and upon conclusion, selected the final bid submitted by EQT Corporation, through its wholly-owned subsidiary EQT Production Company ("EQT"), with a final purchase price of $527 million in cash, subject to customary purchase price adjustments and approval by the Bankruptcy Court, with an upward adjustment to the purchase price of up to $16 million in an amount equal to certain downward adjustments, as the prevailing bid. On February 9, 2017, the Company entered into a purchase and sale agreement with EQT (the "EQT PSA"), reflecting the terms of the prevailing bid and on February 10, 2017, the Bankruptcy Court entered a sale order approving the sale of the Appalachia Properties to EQT. We completed the sale of the Appalachia Properties to EQT on February 27, 2017 for a final purchase price of $527 million in cash, subject to customary purchase price adjustments. At the close of the sale of the Appalachia Properties, the Tug Hill PSA was terminated, and the Company used a portion of the cash consideration received to pay Tug Hill a break-up fee and expense reimbursements totaling approximately $11.5 million, which is recognized as other expense in the statement of operations for the period of January 1, 2017 through February 28, 2017 (Predecessor). See Note 7 – Divestiture for additional information on the sale of the Appalachia Properties.
Upon emergence from bankruptcy, pursuant to the terms of the Plan, the following significant transactions occurred:

Shares of the Predecessor Company’s issued and outstanding common stock immediately prior to the Effective Date were cancelled, and on the Effective Date, reorganized Stone issued an aggregate of 20.0 million shares of new common stock (the "New Common Stock").
 
The Predecessor Company’s 2022 Notes and 2017 Convertible Notes were cancelled and the holders of such notes received their pro rata share of (a) $100 million of cash, (b) 19.0 million shares of the New Common Stock, representing 95% of the New Common Stock and (c) $225 million of 2022 Second Lien Notes.

The Predecessor Company’s common stockholders received their pro rata share of 1.0 million shares of the New Common Stock, representing 5% of the New Common Stock, and warrants to purchase approximately 3.5 million shares of New Common Stock. The warrants have an exercise price of $42.04 per share and a term of four years, unless terminated earlier by their terms upon the consummation of certain business combinations or sale transactions involving the Company.

The Predecessor Company’s Pre-Emergence Credit Agreement was amended and restated as the Amended Credit Agreement (as defined in Note 10 – Debt). The obligations owed to the lenders under the Pre-Emergence Credit Agreement were converted to obligations under the Amended Credit Agreement.

All claims of creditors with unsecured claims, other than the claims by the holders of the 2022 Notes and 2017 Convertible Notes, including vendors, were unaltered and paid in full in the ordinary course of business to the extent the claims were undisputed.
 
For further information regarding the equity and debt instruments of the Predecessor Company and the Successor Company, see Note 4 – Stockholders’ Equity and Note 10 – Debt.

NOTE 3 – FRESH START ACCOUNTING

Upon emergence from bankruptcy, the Company qualified for and adopted fresh start accounting in accordance with the provisions of ASC 852, "Reorganizations" as (i) the holders of existing voting shares of the Predecessor Company received less than 50% of the voting shares of the Successor Company and (ii) the reorganization value of the Company’s assets immediately prior to confirmation of the Plan was less than the post-petition liabilities and allowed claims. See Note 2 – Reorganization for the terms of the Plan. The Company applied fresh start accounting as of February 28, 2017. Fresh start accounting required the Company to present its assets, liabilities and equity as if it were a new entity upon emergence from bankruptcy, with no beginning retained earnings or deficit as of the fresh start reporting date. As described in Note 1 – Financial Statement Presentation, the new entity is referred to as Successor or Successor Company, and includes the financial position and results of operations of the reorganized Company subsequent to February 28, 2017. References to Predecessor or Predecessor Company relate to the financial position and results of operations of the Company prior to, and including, February 28, 2017.

Reorganization Value

Under fresh start accounting, reorganization value represents the fair value of the Successor Company’s total assets and is intended to approximate the amount a willing buyer would pay for the assets immediately after restructuring. Upon application of fresh start accounting, the Company allocated the reorganization value to its individual assets based on their estimated fair values.


8



The Company’s reorganization value is derived from an estimate of enterprise value. Enterprise value represents the estimated fair value of an entity’s long-term debt and stockholders’ equity. In support of the Plan, the Company estimated the enterprise value of the core assets (as defined in the Plan) of the Successor Company to be in the range of $300 million to $450 million, which was subsequently approved by the Bankruptcy Court. This valuation analysis was prepared using reserve information, development schedules, other financial information and financial projections and applying standard valuation techniques, including net asset value analysis, precedent transactions analyses and public comparable company analyses. Based on the estimates and assumptions used in determining the enterprise value, the Company ultimately estimated the enterprise value of the Successor Company's core assets to be approximately $420 million.

Valuation of Assets

The Company’s principal assets are its oil and gas properties, which the Company accounts for under the full cost accounting method. With the assistance of valuation experts, the Company determined the fair value of its oil and gas properties based on the discounted cash flows expected to be generated from these assets. The computations were based on market conditions and reserves in place as of the bankruptcy emergence date.

The fair value analysis performed by valuation experts was based on the Company’s estimates of reserves as developed internally by the Company’s reserve engineers. For purposes of estimating the fair value of the Company's proved, probable and possible reserves, an income approach was used which estimated fair value based on the anticipated cash flows associated with the Company's reserves, risked by reserve category and discounted using a weighted average cost of capital of 12.5%. The discount factor was derived from a weighted average cost of capital computation which utilized a blended expected cost of debt and expected returns on equity for similar market participants.

Future revenues were based upon forward strip oil and natural gas prices as of the emergence date, adjusted for differentials realized by the Company, and adjusted for a 2% annual escalation after 2021. Development and operating costs were based on the Company's recent cost trends adjusted for inflation. The discounted cash flow models also included estimates not typically included in proved reserves such as depreciation and income tax expenses. The proved reserve locations were limited to wells expected to be drilled in the Company's five year development plan.

As a result of this analysis, the Company concluded the fair value of its proved reserves was $380.8 million and the fair value of its probable and possible reserves was $16.8 million as of the Effective Date. The Company also reviewed its undeveloped leasehold acreage and inventory. An analysis of comparable market transactions indicated a fair value of undeveloped acreage and inventory totaling approximately $80.2 million. These amounts are reflected in the Fresh Start Adjustments item number 12 below. The fair value of the Company's asset retirement obligations was estimated at $290.1 million and was based on estimated plugging and abandonment costs as of the Effective Date, adjusted for inflation and discounted at the Successor Company's credit-adjusted risk free rate of 12%.

See further discussion in Fresh Start Adjustments below for details on the specific assumptions used in the valuation of the Company’s various other assets.

The following table reconciles the enterprise value per the Plan to the estimated fair value (for fresh start accounting purposes) of the Successor Company’s common stock as of February 28, 2017 (in thousands, except per share value):
 
 
February 28, 2017
Enterprise value
 
$
419,720

Plus: Cash and other assets
 
371,607

Less: Fair value of debt
 
(236,261
)
Less: Fair value of warrants
 
(15,648
)
Fair value of Successor common stock
 
$
539,418

 
 
 
Shares issued upon emergence
 
20,000

Per share value
 
$
26.97



9



The following table reconciles the enterprise value per the Plan to the estimated reorganization value as of the Effective Date (in thousands):
 
 
February 28, 2017
Enterprise value
 
$
419,720

Plus: Cash and other assets
 
371,607

Plus: Asset retirement obligations (current and long-term)
 
290,067

Plus: Working capital and other liabilities
 
58,055

Reorganization value of Successor assets
 
$
1,139,449


Reorganization value and enterprise value were estimated using numerous projections and assumptions that are inherently subject to significant uncertainties and resolution of contingencies that are beyond our control. Accordingly, the estimates set forth herein are not necessarily indicative of actual outcomes, and there can be no assurance that the estimates, projections or assumptions will be realized.

Condensed Consolidated Balance Sheet

The adjustments set forth in the following condensed consolidated balance sheet reflect the effects of the transactions contemplated by the Plan and carried out by the Company (reflected in the column "Reorganization Adjustments") as well as fair value adjustments as a result of the adoption of fresh start accounting (reflected in the column "Fresh Start Adjustments"). The explanatory notes highlight methods used to determine fair values or other amounts of the assets and liabilities as well as significant assumptions or inputs. The following table reflects the reorganization and application of ASC 852 on our consolidated balance sheet as of February 28, 2017 (in thousands):

10



 
Predecessor Company
 
Reorganization Adjustments
 
Fresh Start Adjustments
 
Successor Company
Assets
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
Cash and cash equivalents
$
198,571

 
$
(35,605
)
(1)
$

 
$
162,966

Restricted cash

 
75,547

(1)

 
75,547

Accounts receivable
42,808

 
9,301

(2)

 
52,109

Fair value of derivative contracts
1,267

 

 

 
1,267

Current income tax receivable
22,516

 

 

 
22,516

Other current assets
11,362

 
875

(3)
(124
)
(12)
12,113

Total current assets
276,524

 
50,118

 
(124
)
 
326,518

Oil and gas properties, full cost method of accounting:
 
 
 
 
 
 
 
Proved
9,633,907

 
(188,933
)
(1)
(8,774,122
)
(12)
670,852

Less: accumulated DD&A
(9,215,679
)
 

 
9,215,679

(12)

Net proved oil and gas properties
418,228

 
(188,933
)
 
441,557

 
670,852

Unevaluated
371,140

 
(127,838
)
(1)
(146,292
)
(12)
97,010

Other property and equipment, net
25,586

 
(101
)
(4)
(4,423
)
(13)
21,062

Fair value of derivative contracts
1,819

 

 

 
1,819

Other assets, net
26,516

 
(4,328
)
(5)

 
22,188

Total assets
$
1,119,813

 
$
(271,082
)
 
$
290,718

 
$
1,139,449

Liabilities and Stockholders’ Equity
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
Accounts payable to vendors
$
20,512

 
$

 
$

 
$
20,512

Undistributed oil and gas proceeds
5,917

 
(4,139
)
(1)

 
1,778

Accrued interest
266

 

 

 
266

Asset retirement obligations
92,597

 

 

 
92,597

Fair value of derivative contracts
476

 

 

 
476

Current portion of long-term debt
411

 

 

 
411

Other current liabilities
17,032

 
(195
)
(6)

 
16,837

Total current liabilities
137,211

 
(4,334
)
 

 
132,877

Long-term debt
352,350

 
(116,500
)
(7)

 
235,850

Asset retirement obligations
151,228

 
(8,672
)
(1)
54,914

(14)
197,470

Fair value of derivative contracts
653

 

 

 
653

Other long-term liabilities
17,533

 

 

 
17,533

Total liabilities not subject to compromise
658,975

 
(129,506
)
 
54,914

 
584,383

Liabilities subject to compromise
1,110,182

 
(1,110,182
)
(8)

 

Total liabilities
1,769,157

 
(1,239,688
)
 
54,914

 
584,383

Commitments and contingencies
 
 
 
 
 
 
 
Stockholders’ equity:
 
 
 
 
 
 
 
Common stock (Predecessor)
56

 
(56
)
(9)

 

Treasury stock (Predecessor)
(860
)
 
860

(9)

 

Additional paid-in capital (Predecessor)
1,660,810

 
(1,660,810
)
(9)

 

Common stock (Successor)

 
200

(10)

 
200

Additional paid-in capital (Successor)

 
554,866

(10)

 
554,866

Accumulated deficit
(2,309,350
)
 
2,073,546

(11)
235,804

(15)

Total stockholders’ equity
(649,344
)
 
968,606

 
235,804

 
555,066

Total liabilities and stockholders’ equity
$
1,119,813

 
$
(271,082
)
 
$
290,718

 
$
1,139,449



11



Reorganization Adjustments (dollar amounts in thousands, except per share values)

1.
Reflects the net cash proceeds received from the sale of the Appalachia Properties in connection with the Plan and net cash payments made as of the Effective Date from implementation of the Plan:
Sources:
 
 
Net cash proceeds from sale of Appalachia Properties (a)
 
$
512,472

Total sources
 
512,472

Uses:
 
 
Cash transferred to restricted account (b)
 
75,547

Break-up fee to Tug Hill
 
10,800

Repayment of outstanding borrowings under Pre-Emergence Credit Agreement
 
341,500

Repayment of 2017 Convertible Notes and 2022 Notes
 
100,000

Other fees and expenses (c)
 
20,230

Total uses
 
548,077

Net uses
 
$
(35,605
)
(a) The closing of the sale of the Appalachia Properties occurred on February 27, 2017, but as emergence was contingent on such closing, the effects of the transaction are reflected as reorganization adjustments. See Note 7 – Divestiture for additional details on the sale. Total consideration received for the sale of the Appalachia Properties of $522,472 included cash consideration of $512,472 received at closing and a $10,000 indemnity escrow which was released subsequent to emergence from bankruptcy (see Reorganization Adjustment 2 below).
(b) Reflects the movement of $75,000 of cash held in a restricted account to satisfy near-term plugging and abandonment liabilities, pursuant to the provisions of the Amended Credit Agreement (as defined in Note 10 – Debt), and $547 held in a restricted cash account for certain cure amounts in connection with the Chapter 11 proceedings.
(c)
Other fees and expenses include approximately $15,180 of emergence and success fees, $2,600 of professional fees and $2,395 of payments made to seismic providers in settlement of their bankruptcy claims.
2.
Reflects a receivable for a $10,000 indemnity escrow with release delayed until emergence from bankruptcy, net of a $699 reimbursement to Tug Hill in connection with the sale of the Appalachia Properties (see Note 7 – Divestiture).
3.
Reflects the payment of a claim to a seismic provider as a prepayment/deposit.
4.
Reflects the sale of vehicles in connection with the sale of the Appalachia Properties.
5.
Reflects the write-off of $2,577 of unamortized debt issuance costs related to the Pre-Emergence Credit Agreement and the reversal of a $1,750 prepayment made to Tug Hill in October 2016.
6.
Reflects the accrual of $2,008 in expected bonus payments under the KEIP (as defined in Note 5 – Share–Based Compensation and Employee Benefit Plans) and a $395 termination fee in connection with the early termination of an office lease, less the settlement of a property tax accrual of $2,598 in connection with the sale of the Appalachia Properties.
7.
Reflects the repayment of $341,500 of outstanding borrowings under the Pre-Emergence Credit Agreement and the issuance of $225,000 of 2022 Second Lien Notes as part of the settlement of the Predecessor Company 2017 Convertible Notes and 2022 Notes.
8.
Liabilities subject to compromise were settled as follows in accordance with the Plan:
1 ¾% Senior Convertible Notes due 2017
 
$
300,000

7 ½% Senior Notes due 2022
 
775,000

Accrued interest
 
35,182

Liabilities subject to compromise of the Predecessor Company
 
1,110,182

Cash payment to senior noteholders
 
(100,000
)
Issuance of 2022 Second Lien Notes to former holders of the senior notes
 
(225,000
)
Fair value of equity issued to unsecured creditors
 
(539,418
)
Fair value of warrants issued to unsecured creditors
 
(15,648
)
Gain on settlement of liabilities subject to compromise
 
$
230,116


12




9.
Reflects the cancellation of the Predecessor Company’s common stock, treasury stock and additional paid-in capital.
10.
Reflects the issuance of Successor Company equity. In accordance with the Plan, the Successor Company issued 19.0 million shares of New Common Stock to the former holders of the 2017 Convertible Notes and the 2022 Notes and 1.0 million shares of New Common Stock to the Predecessor Company’s common stockholders. These amounts are subject to dilution by warrants issued to the Predecessor Company common stockholders, totaling approximately 3.5 million shares, with an exercise price of $42.04 per share and a term of four years. The fair value of the warrants was estimated at $4.43 per share using a Black-Scholes-Merton valuation model.
11.Reflects the cumulative impact of the reorganization adjustments discussed above:
Gain on settlement of liabilities subject to compromise
 
$
230,116

Professional and other fees paid at emergence
 
(10,648
)
Write-off of unamortized deferred financing costs
 
(2,577
)
Other reorganization adjustments
 
(1,915
)
Net impact to reorganization items
 
214,976

Gain on sale of Appalachia Properties
 
213,453

Cancellation of Predecessor Company equity
 
1,662,282

Other adjustments to accumulated deficit
 
(17,165
)
Net impact to accumulated deficit
 
$
2,073,546


Fresh Start Adjustments

12.
Fair value adjustments to oil and gas properties, associated inventory and unproved acreage. See above for a detailed discussion of the fair value methodology.
13.
Fair value adjustment for an office building owned by the Company. The income and sales comparison approaches were used in determining the fair value, using anticipated future earnings and an appropriate expected rate of return, as well as relying upon recent sales or offerings of similar assets.
14.
Fair value adjustments to the Company's asset retirement obligations using estimated plugging and abandonment costs as of the Effective Date, adjusted for inflation and discounted at the Successor Company's credit-adjusted risk free rate.
15.
Reflects the cumulative effect of the fresh start accounting adjustments discussed above.
Reorganization Items

Reorganization items represent liabilities settled, net of amounts incurred subsequent to the Chapter 11 filing as a direct result of the Plan and are classified as "Reorganization items, net" in the Company’s unaudited condensed consolidated statement of operations. The following table summarizes reorganization items, net (in thousands):
 
 
 
 
Predecessor
 
 
 
 
Period from
January 1, 2017
through
February 28, 2017
Gain on settlement of liabilities subject to compromise
 
 
 
$
230,116

Fresh start valuation adjustments
 
 
 
235,804

Reorganization professional fees and other expenses
 
 
 
(20,074
)
Write-off of deferred financing costs
 
 
 
(2,577
)
Other reorganization items
 
 
 
(5,525
)
Gain on reorganization items, net
 
 
 
$
437,744


The cash payments for reorganization items for the period from January 1, 2017 through February 28, 2017 include approximately $10.6 million of emergence and success fees and approximately $9.1 million of other reorganization professional fees and expenses paid on the Effective Date.

13



NOTE 4 – STOCKHOLDERS' EQUITY

Common Stock

As discussed in Note 2 – Reorganization, upon emergence from bankruptcy, all existing shares of Predecessor common stock were cancelled, and the Successor Company issued an aggregate of 20.0 million shares of New Common Stock, par value $0.01 per share, to the Predecessor Company's existing common stockholders and holders of the 2017 Convertible Notes and the 2022 Notes pursuant to the Plan.

Warrants

As discussed in Note 2 – Reorganization, the Predecessor Company's existing common stockholders received warrants to purchase approximately 3.5 million shares of New Common Stock. The warrants have an exercise price of $42.04 per share and a term of four years, unless terminated earlier by their terms upon the consummation of certain business combinations or sale transactions involving the Company. The Company allocated approximately $15.6 million of the enterprise value to the warrants which is reflected in "Successor additional paid-in capital" on the unaudited condensed consolidated balance sheet at March 31, 2017 (Successor).

Registration Rights Agreement

On the Effective Date, the Company entered into a registration rights agreement (the "Registration Rights Agreement") with parties who received shares of New Common Stock upon the Effective Date (the "Holders") representing 5% or more of the New Common Stock outstanding on that date. The Registration Rights Agreement provides resale registration rights for the Holders’ Registrable Securities (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, Holders have customary underwritten offering and piggyback registration rights, subject to the limitations set forth in the Registration Rights Agreement. Under their underwritten offering registration rights, Holders have the right to demand the Company to effectuate the distribution of any or all of its Registrable Securities by means of an underwritten offering pursuant to an effective registration statement; provided, however, that the expected gross proceeds of such offering are equal to or greater than $20.0 million in the aggregate. The Company is not obligated to effect an underwritten demand notice upon certain circumstances, including within 180 days of closing an underwritten offering. Under their piggyback registration rights, if at any time the Company proposes to file a registration statement with respect to any firmly underwritten public offering of New Common Stock for its own account or for the account of any of its securityholders, subject to certain exceptions, the Company must give at least ten business days’ notice to all Holders of Registrable Securities to allow them to include a specified number of their shares in the offering. These registration rights are subject to certain conditions and limitations, including the right of the underwriters to limit the number of shares to be included in an offering and the Company’s right to delay or withdraw a registration statement under certain circumstances. The registration rights granted in the Registration Rights Agreement are subject to customary indemnification and contribution provisions, as well as customary restrictions such as blackout periods.

NOTE 5 – SHARE–BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS

Predecessor Awards
Immediately prior to emergence, the vesting of all Predecessor outstanding, unvested share-based awards for non-executive employees was accelerated and, as a result, all unrecognized compensation cost related to such awards was recognized, with approximately $1.7 million expensed as salaries, general and administrative ("SG&A") expense in the Predecessor Company statement of operations during the period from January 1, 2017 through February 28, 2017, and approximately $0.6 million capitalized into oil and gas properties.
Upon emergence from bankruptcy, all Predecessor outstanding, unvested restricted shares held by the Company’s executives were cancelled and exchanged for a proportionate share of the 5% of New Common Stock, plus a proportionate share of the warrants for ownership of up to 15% of the Successor Company's common equity. Vesting continues in accordance with the applicable vesting provisions of the original awards. As of March 31, 2017, there was approximately $0.1 million of unrecognized compensation cost related to unvested restricted shares held by the Company's executives. The current weighted average remaining vesting period of such awards is approximately nine months. All other Predecessor Company executive share-based awards were cancelled upon emergence from bankruptcy.
The board of directors of the Predecessor Company received grants of stock, totaling 10,404 shares, during the period from January 1, 2017 through February 28, 2017, representing the pro-rated portion of their annual retainer for such period. The aggregate grant date value of such stock totaled approximately $69 thousand and was recognized as SG&A expense in the Predecessor Company statement of operations for the period from January 1, 2017 through February 28, 2017. Pursuant to the Plan, as of the Effective Date, all non-employee directors of the Predecessor Company ceased to serve on the Company's board of directors.


14



2017 Equity Incentive Plan

On the Effective Date, pursuant to the Plan, the Stone Energy Corporation 2017 Long-Term Incentive Plan (the "2017 Incentive Plan") became effective, replacing the Stone Energy Corporation 2009 Amended and Restated Stock Incentive Plan (As Amended and Restated December 17, 2015). The types of awards that may be granted under the 2017 Incentive Plan include stock options, restricted stock, restricted stock units, dividend equivalents and other forms of awards granted or denominated in shares of New Common Stock, as well as certain cash-based awards. The maximum number of shares of New Common Stock that may be issued or transferred pursuant to awards under the 2017 Incentive Plan is approximately 2.6 million.

Key Executive Incentive Plan
Pursuant to the terms of the Executive Claims Settlement Agreement approved by the Bankruptcy Court on January 10, 2017, the Company’s executive team (collectively, the "Executives") agreed to waive their claims related to the Company’s 2016 Performance Incentive Compensation Plan (the "2016 PICP"), and in exchange therefor, the Company adopted the Stone Energy Corporation Key Executive Incentive Plan ("KEIP"), in which the Executives are allowed to participate. Future payments to Executives under the KEIP are limited to approximately $2 million, or the equivalent of the target bonus under the 2016 PICP for the fourth quarter of 2016, to be paid in two equal installments. The first payment to Executives under the KEIP was paid subsequent to consummation of the bankruptcy cases, on April 24, 2017, and the second payment is to be made 90 days after the Company exits bankruptcy; provided, however, the Executives must have been employed upon consummation of the bankruptcy cases and the 90th day following the Company’s exit from bankruptcy or be terminated without cause or terminated for good reason in order to receive the respective bonus.

Successor Awards
 
On March 1, 2017, the board of directors of the Successor Company received grants of restricted stock units that are scheduled to vest in full on the day prior to the annual meeting of the Company’s stockholders in May 2018, subject to: (i) the director’s continued service on the board through the vesting date, and (ii) earlier vesting upon the occurrence of a change of control event or the termination of the director’s service due to death or removal from the board without cause. A total of 62,137 restricted stock units were granted with an aggregate grant date fair value of approximately $1.2 million.


15



NOTE 6 – EARNINGS PER SHARE
 
On February 28, 2017, upon emergence from Chapter 11 bankruptcy, the Company's Predecessor equity was cancelled and new equity was issued. Additionally, the Predecessor Company's 2017 Convertible Notes were cancelled. See Note 2 – Reorganization and Note 4 – Stockholders' Equity for further details.

The following table sets forth the calculation of basic and diluted weighted average shares outstanding and earnings per share for the indicated periods (in thousands, except per share amounts):
 
Successor
 
 
Predecessor
 
 
Period from
March 1, 2017
through
March 31, 2017
 
 
Period from
January 1, 2017
through
February 28, 2017
 
Three Months Ended
March 31, 2016
 
Income (numerator):
 
 
 
 
 
 
 
Basic:
 
 
 
 
 
 
 
Net income (loss)
$
(259,613
)
 
 
$
630,317

 
$
(188,784
)
 
Net income attributable to participating securities

 
 
(4,995
)
 

 
Net income (loss) attributable to common stock - basic
$
(259,613
)
 
 
$
625,322

 
$
(188,784
)
 
Diluted:
 
 
 
 
 
 
 
Net income (loss)
$
(259,613
)
 
 
630,317

 
$
(188,784
)
 
Net income attributable to participating securities

 
 
(4,995
)
 

 
Net income (loss) attributable to common stock - diluted
$
(259,613
)
 
 
$
625,322

 
$
(188,784
)
 
Weighted average shares (denominator):
 
 
 
 
 
 
 
Weighted average shares - basic
19,997

 
 
5,634

 
5,571

 
Dilutive effect of stock options

 
 

 

 
Dilutive effect of warrants

 
 

 

 
Dilutive effect of restricted stock units

 
 

 

 
Dilutive effect of convertible notes

 
 

 

 
Weighted average shares - diluted
19,997

 
 
5,634

 
5,571

 
Basic income (loss) per share
$
(12.98
)
 
 
$
110.99

 
$
(33.89
)
 
Diluted income (loss) per share
$
(12.98
)
 
 
$
110.99

 
$
(33.89
)
 
 
All outstanding stock options were considered antidilutive during the period from January 1, 2017 through February 28, 2017 (Predecessor) (approximately 10,400 shares) because the exercise price of the options exceeded the average price of our common stock for the applicable period. During the three months ended March 31, 2016 (Predecessor), all outstanding stock options were considered antidilutive (approximately 12,900 shares) because we had a net loss for such period. On February 28, 2017, upon emergence from bankruptcy, all outstanding stock options were cancelled. See Note 5 – Share-Based Compensation and Employee Benefit Plans.

On February 28, 2017, upon emergence from bankruptcy, the Predecessor Company's existing common stockholders received warrants to purchase common stock of the Successor Company. See Note 2 – Reorganization. For the period of March 1, 2017 through March 31, 2017 (Successor Company), all outstanding warrants (approximately 3,529,000) were anti-dilutive because we had a net loss for such period.

The Predecessor Company had no outstanding restricted stock units. The board of directors of the Successor Company received grants of restricted stock units on March 1, 2017. See Note 5 – Share-Based Compensation and Employee Benefit Plans. For the period of March 1, 2017 through March 31, 2017, all outstanding restricted stock units (approximately 62,000) were considered antidilutive because we had a net loss for such period.

For the period from January 1, 2017 through February 28, 2017 (Predecessor), the average price of our common stock was less than the effective conversion price for the 2017 Convertible Notes, resulting in no dilutive effect on the diluted earnings per share computation for such period. For the three months ended March 31, 2016 (Predecessor), the 2017 Convertible Notes had no dilutive effect on the diluted earnings per share computation as we had a net loss for such period. On February 28, 2017, upon emergence from bankruptcy, the 2017 Convertible Notes were cancelled. See Note 2 – Reorganization.
 
During the period from March 1, 2017 through March 31, 2017 (Successor) we had no issuances of shares of our common stock. During the periods from January 1, 2017 through February 28, 2017 (Predecessor) and the three months ended March 31, 2016

16



(Predecessor), approximately 47,390 shares and 50,131 shares of Predecessor Company common stock, respectively, were issued from authorized shares upon the granting of stock awards and the lapsing of forfeiture restrictions of restricted stock for employees and nonemployee directors.  
 
NOTE 7 – DIVESTITURE

On February 27, 2017, we completed the sale of the Appalachia Properties to EQT for net consideration of approximately $522.5 million, representing gross proceeds of $527.0 million adjusted downward by approximately $4.5 million for purchase price adjustments for operations related to the Appalachia Properties after June 1, 2016, the effective date of the transaction. A portion of the consideration received from the sale of the Appalachia Properties was used to fund the Company's cash payment obligations under the Plan. See Note 2 – Reorganization.

At December 31, 2016, the estimated proved oil and natural gas reserves associated with these assets totaled 18 MMBoe (million barrels of oil equivalent), which represented approximately 34% of our estimated proved oil and natural gas reserves on a volume equivalent basis. Upon closing, we no longer have assets or operations in Appalachia. Since accounting for the sale of these oil and gas properties as a reduction in the capitalized costs of oil and gas properties would have significantly altered the relationship between capitalized costs and reserves, we recognized a gain on the sale of approximately $213.5 million, computed as follows (in millions):
Net consideration received for sale of Appalachia Properties
 
$
522.5

Add:
Release of funds held in suspense
 
4.1

 
Transfer of asset retirement obligations
 
8.7

 
Other adjustments, net
 
2.6

Less:
Transaction costs
 
(7.1
)
 
Carrying value of properties sold
 
(317.3
)
Gain on sale
 
$
213.5


The carrying value of the properties sold was determined by allocating total capitalized costs within the U.S. full cost pool between properties sold and properties retained based on their relative fair values.

NOTE 8 – INVESTMENT IN OIL AND GAS PROPERTIES
 
With the adoption of fresh start accounting, the Company recorded its oil and gas properties at fair value as of February 28, 2017. The Company's proved reserves, probable and possible reserves and unevaluated properties were assigned values of $380.8 million, $16.8 million and $80.2 million, respectively. See Note 3 – Fresh Start Accounting for a discussion of the valuation approach used.

Under the full cost method of accounting, we compare, at the end of each financial reporting period, the present value of estimated future net cash flows from proved reserves (adjusted for designated cash flow hedges and excluding cash flows related to estimated abandonment costs) to the net capitalized costs of proved oil and gas properties, net of related deferred taxes. We refer to this comparison as a ceiling test. If the net capitalized costs of proved oil and gas properties exceed the estimated discounted future net cash flows from proved reserves, we are required to write down the value of our oil and gas properties to the value of the discounted cash flows.

At March 31, 2017 (Successor), our ceiling test computation resulted in a write-down of our U.S. oil and gas properties of $256.4 million based on twelve-month average prices, net of applicable differentials, of $45.40 per Bbl of oil, $2.24 per Mcf of natural gas and $19.18 per Bbl of natural gas liquids ("NGLs"). The write-down at March 31, 2017 is reflected in the statement of operations of the Successor Company for the period of March 1, 2017 through March 31, 2017 and was primarily due to differences between the trailing twelve-month average pricing assumption used in calculating the ceiling test and the forward prices used in fresh start accounting to estimate the fair value of our oil and gas properties on the fresh start reporting date of February 28, 2017. Weighted average commodity prices used in the determination of the fair value of our oil and gas properties for purposes of fresh start accounting were $56.01 per Bbl of oil, $2.52 per Mcf of natural gas and $14.18 per Bbl of NGLs, net of applicable differentials. Since none of our derivatives as of March 31, 2017 were designated as cash flow hedges (see Note 9 – Derivative Instruments and Hedging Activities), the write-down at March 31, 2017 was not affected by hedging.

At March 31, 2016 (Predecessor), our ceiling test computation resulted in a write-down of our U.S. oil and gas properties of $128.9 million based on twelve-month average prices, net of applicable differentials, of $46.72 per Bbl of oil, $2.01 per Mcf of natural gas and $13.65 per Bbl of NGL. At March 31, 2016, the write-down of oil and gas properties also included $0.3 million related to our Canadian oil and gas properties, which were deemed to be fully impaired at the end of 2015. The write-down at March 31, 2016 was decreased by $23 million as a result of hedges. The March 31, 2016 write-downs are reflected in the statement of operations of the Predecessor Company.

17




NOTE 9 – DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
 
Our hedging strategy is designed to protect our near and intermediate term cash flows from future declines in oil and natural gas prices. This protection is essential to capital budget planning, which is sensitive to expenditures that must be committed to in advance, such as rig contracts and the purchase of tubular goods. We enter into derivative transactions to secure a commodity price for a portion of our expected future production that is acceptable at the time of the transaction. We do not enter into derivative transactions for trading purposes.

All derivatives are recognized as assets or liabilities on the balance sheet and are measured at fair value. At the end of each quarterly period, these derivatives are marked-to-market. If the derivative does not qualify or is not designated as a cash flow hedge, subsequent changes in the fair value of the derivative are recognized in earnings through derivative income (expense) in the statement of operations. If the derivative qualifies and is designated as a cash flow hedge, subsequent changes in the fair value of the derivative are recognized in stockholders’ equity through other comprehensive income (loss), net of related taxes, to the extent the hedge is considered effective. Monthly settlements of effective hedges are reflected in revenue from oil and natural gas production. Monthly settlements of ineffective hedges and derivatives not designated or that do not qualify for hedge accounting are recognized in earnings through derivative income (expense). The resulting cash flows from all monthly settlements are reported as cash flows from operating activities.
Through December 31, 2016, we designated our commodity derivatives as cash flow hedges for accounting purposes upon entering into the contracts. A small portion of our cash flow hedges were typically determined to be ineffective because oil and natural gas price changes in the markets in which we sell our products are not 100% correlative to changes in the underlying price basis indicative in the derivative contract. We had no outstanding derivatives at December 31, 2016. With respect to our 2017 and 2018 commodity derivative contracts, we have elected to not designate these contracts as cash flow hedges for accounting purposes. Accordingly, the net changes in the mark-to-market valuations and the monthly settlements on these derivative contracts will be recorded in earnings through derivative income (expense).
We have entered into put contracts, fixed-price swaps and collar contracts with various counterparties for a portion of our expected 2017 and 2018 oil production from the Gulf Coast Basin. All of our derivative transactions have been carried out in the over-the-counter market and are not typically subject to margin-deposit requirements. The use of derivative instruments involves the risk that the counterparties will be unable to meet the financial terms of such transactions. The counterparties to all of our derivative instruments have an "investment grade" credit rating. We monitor the credit ratings of our derivative counterparties on an ongoing basis. Although we typically enter into derivative contracts with multiple counterparties to mitigate our exposure to any individual counterparty, if any of our counterparties were to default on its obligations to us under the derivative contracts or seek bankruptcy protection, we may not realize the benefit of some of our derivative instruments and incur a loss. At May 8, 2017, our derivative instruments were with four counterparties, two of which accounted for approximately 74% of our contracted volumes. All of our outstanding derivative instruments are with lenders under our current bank credit facility. 

Put contracts are purchased at a rate per unit of hedged production that fluctuates with the commodity futures market. The historical cost of the put contract represents our maximum cash exposure. We are not obligated to make any further payments under the put contract regardless of future commodity price fluctuations. Under put contracts, monthly payments are made to us if the New York Mercantile Exchange ("NYMEX") prices fall below the agreed upon floor price, while allowing us to fully participate in commodity prices above the floor. Swaps typically provide for monthly payments by us if prices rise above the swap price or monthly payments to us if prices fall below the swap price. Collar contracts typically require payments by us if the NYMEX average closing price is above the ceiling price or payments to us if the NYMEX average closing price is below the floor price. Settlements for our oil put contracts, fixed-price oil swaps and oil collar contracts are based on an average of the NYMEX closing price for West Texas Intermediate crude oil during the entire calendar month.

The following tables illustrate our derivative positions for calendar years 2017 and 2018 as of May 8, 2017:
 
 
Put Contracts (NYMEX)
 
 
Oil
 
 
Cost of Put
($ in thousands)
 
Daily Volume
(Bbls/d)
 
Price
($ per Bbl)
2017
February - December
$
752

 
1,000

 
$
50.00

2017
February - December
802

 
1,000

 
50.00

2018
January - December
2,183

 
1,000

 
54.00

2018
January - December
1,453

 
1,000

 
45.00



18



 
 
 
Fixed-Price Swaps (NYMEX)
 
 
 
Oil
 
 
 
Daily Volume
(Bbls/d)
 
Swap Price
($ per Bbl)
2017
March - December
 
1,000

 
$
53.90

2018
January - December
 
1,000

 
52.50


 
 
Collar Contracts (NYMEX)
 
 
Oil
 
 
Daily Volume
(Bbls/d)
 
Floor Price
($ per Bbl)
 
Ceiling Price
($ per Bbl)
2017
March - December
1,000

 
$
50.00

 
$
56.45

2017
April - December
1,000

 
50.00

 
56.75


Derivatives not designated or not qualifying as hedging instruments

The following table discloses the location and fair value amounts of derivatives not designated or not qualifying as hedging instruments, as reported in our balance sheet, at March 31, 2017 (in millions). We had no outstanding hedging instruments at December 31, 2016 (Predecessor). 
Fair Value of Derivatives Not Designated or Not Qualifying as Hedging Instruments at
March 31, 2017
(Successor)
 
Asset Derivatives
 
Liability Derivatives
Description
Balance Sheet Location
 
Fair
Value
 
Balance Sheet Location
 
Fair
Value
Commodity contracts
Current assets: Fair value of
derivative contracts
 
$
3.4

 
Current liabilities: Fair value of derivative contracts
 
$

 
Long-term assets: Fair value
of derivative contracts
 
3.2

 
Long-term liabilities: Fair
value of derivative contracts
 

 
 
 
$
6.6

 
 
 
$

 
 
 
 
 
 
 
 
Gains or losses related to changes in fair value and cash settlements for derivatives not designated or not qualifying as hedging instruments are recorded as derivative income (expense) in the statement of operations. The following table discloses the before tax effect of our derivatives not qualifying as hedging instruments on the statement of operations, for the period from January 1, 2017 through February 28, 2017 (Predecessor) and the period from March 1, 2017 through March 31, 2017 (Successor) (in millions).
Gain (Loss) Recognized in Derivative Income (Expense)
 
 
Successor
 
 
Predecessor
 
 
Period from
March 1, 2017
through
March 31, 2017
 
 
Period from
January 1, 2017
through
February 28, 2017
Description
 
 
 
 
 
Commodity contracts:
 
 
 
 
 
Cash settlements
 
$
0.2

 
 
$

Change in fair value
 
2.4

 
 
(1.8
)
Total gains (losses) on derivatives not designated or not qualifying as hedging instruments
 
$
2.6

 
 
$
(1.8
)


19



Derivatives qualifying as hedging instruments
 
None of our derivative contracts outstanding as of March 31, 2017 (Successor) were designated as accounting hedges. We had no outstanding derivatives at December 31, 2016 (Predecessor). At March 31, 2016, we had outstanding derivatives that were designated and qualified as hedging instruments. The following table discloses the before tax effect of derivatives qualifying as hedging instruments, as reported in the statement of operations, during the three months ended March 31, 2016 (Predecessor) (in millions):

Effect of Derivatives Qualifying as Hedging Instruments on the Statement of Operations
 
for the Three Months Ended March 31, 2016
 
Derivatives in
Cash Flow Hedging
Relationships
 
Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivatives
 
Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income (Effective Portion) (a)
 
Gain (Loss) Recognized in Income on Derivatives (Ineffective Portion)
 
 
 
2016
 
Location
 
2016
 
Location
 
2016
 
Commodity contracts
 
$
4.6

 
Operating revenue - oil/natural gas production
 
$
12.8

 
Derivative income (expense), net
 
$
0.1

 
Total
 
$
4.6

 
 
 
$
12.8

 
 
 
$
0.1



(a) For the three months ended March 31, 2016, effective hedging contracts increased oil revenue by $9.3 million and increased natural gas revenue by $3.5 million.

Offsetting of derivative assets and liabilities
 
Our derivative contracts are subject to netting arrangements. It is our policy to not offset our derivative contracts in presenting the fair value of these contracts as assets and liabilities in our balance sheet. As of March 31, 2017 (Successor), all of our derivative contracts were in an asset position and therefore, there was no potential impact of the rights of offset. We had no outstanding derivative contracts at December 31, 2016 (Predecessor).

NOTE 10 – DEBT
 
Our debt balances (net of related unamortized discounts and debt issuance costs) as of March 31, 2017 and December 31, 2016 were as follows (in millions):
 
Successor as of
 
 
Predecessor as of
 
March 31,
2017
 
 
December 31,
2016
7 ½% Senior Second Lien Notes due 2022
$
225.0

 
 
$

1 ¾% Senior Convertible Notes due 2017

 
 
300.0

7 ½% Senior Notes due 2022

 
 
775.0

Predecessor revolving credit facility

 
 
341.5

4.20% Building Loan
11.2

 
 
11.3

Total debt
236.2

 
 
1,427.8

Less: current portion of long-term debt
(0.4
)
 
 
(0.4
)
Less: liabilities subject to compromise

 
 
(1,075.0
)
Long-term debt
$
235.8

 
 
$
352.4

 
Reorganization

On December 14, 2016, the Debtors filed Bankruptcy Petitions seeking relief under the provisions of Chapter 11 of the Bankruptcy Code to pursue a prepackaged plan of reorganization. The 2017 Convertible Notes and 2022 Notes were impacted by the Chapter 11 process and were classified in the accompanying condensed consolidated balance sheet at December 31, 2016 as liabilities subject to compromise under the provisions of ASC 852, "Reorganizations". On February 15, 2017, the Bankruptcy Court entered an order confirming the Plan, and on February 28, 2017, the Plan became effective and the Debtors emerged from bankruptcy. Upon emergence from bankruptcy, pursuant to the terms of the Plan, the Predecessor Company’s 2017 Convertible Notes and 2022 Notes were cancelled, the Predecessor Company’s Pre-Emergence Credit Agreement was amended and restated, and the Company issued the 2022 Second Lien Notes.

20




Current Portion of Long-Term Debt

As of March 31, 2017, the current portion of long-term debt of $0.4 million represented principal payments due within one year on the Building Loan.

Successor Revolving Credit Facility

On the Effective Date, pursuant to the terms of the Plan, the Company entered into the Fifth Amended and Restated Credit Agreement with the lenders party thereto and Bank of America, N.A. (the "Amended Credit Agreement"), as administrative agent and issuing lender, which amended and replaced the Company's Pre-Emergence Credit Agreement. The Amended Credit Agreement provides for a $200.0 million reserve-based revolving credit facility and matures on February 28, 2021.
The Company’s initial borrowing base under the Amended Credit Agreement has been set at $200.0 million with available borrowings thereunder of up to $150.0 million until the first borrowing base redetermination in November 2017. Interest on loans under the Amended Credit Agreement is calculated using the London Interbank Offering Rate ("LIBOR") or the base rate, at the election of the Company, plus, in each case, an applicable margin. The applicable margin is determined based on borrowing base utilization and ranges from 2.00% to 3.00% per annum for base rate loans and 3.00% to 4.00% per annum for LIBOR loans. At March 31, 2017, the Company had no outstanding borrowings and approximately $12.5 million of outstanding letters of credit, leaving approximately $137.5 million of availability under the Amended Credit Agreement.
The borrowing base under the Amended Credit Agreement is redetermined semi-annually, in May and November, by the lenders, in accordance with the lenders’ customary practices for oil and gas loans, with the first borrowing base redetermination to occur in November 2017. Subject to certain exceptions, the Amended Credit Agreement is required to be guaranteed by all of the material domestic direct and indirect subsidiaries of the Company. As of March 31, 2017, the Amended Credit Agreement is guaranteed by Stone Offshore. The Amended Credit Agreement is secured by substantially all of the Company’s and its subsidiaries’ assets.
The Amended Credit Agreement provides for customary optional and mandatory prepayments, affirmative and negative covenants and events of default, including limitation on the incurrence of debt, liens, restrictive agreements, mergers, asset sales, dividends, investments, affiliate transactions and restrictions on commodity hedging. During the continuance of an event of default, the lenders may take a number of actions, including declaring the entire amount then outstanding under the Amended Credit Agreement due and payable. The Amended Credit Agreement also requires maintenance of certain financial covenants, including (i) a consolidated funded debt to EBITDA ratio of not more than 2.75x for the test period ending March 31, 2017, 2.50x for the test period ending June 30, 2017, 3.00x for the test period ending September 30, 2017, 2.75x for the test period ending December 31, 2017, 2.50x for the test periods ending March 31, 2018, June 30, 2018, September 30, 2018 and December 31, 2018, respectively, 2.75x for the test period ending March 31, 2019, 3.00x for the test period ending June 30, 2019, 3.50x for the test periods ending September 30, 2019 and December 31, 2019, respectively, 3.00x for the test period ending March 31, 2020, 2.75x for the test periods ending June 30, 2020 and September 30, 2020, respectively, and 2.50x for the test periods ending December 31, 2020 and March 31, 2021, respectively, (ii) a consolidated interest coverage ratio of not less than 2.75 to 1.00, and (iii) a requirement to maintain minimum liquidity of at least 20% of the borrowing base. We were in compliance with all covenants under the Amended Credit Agreement as of March 31, 2017.
Predecessor Revolving Credit Facility
 
On June 24, 2014, the Predecessor Company entered into the Pre-Emergence Credit Agreement with the lenders party thereto and Bank of America, N.A., as administrative agent and issuing lender, with commitments totaling $900 million (subject to borrowing base limitations). The borrowing base under the Pre-Emergence Credit Agreement prior to its amendment and restatement as the Amended Credit Agreement was $150 million. Interest on loans under the Pre-Emergence Credit Agreement was calculated using the LIBOR rate or the base rate, at our election. The margin for loans at the LIBOR rate was determined based on borrowing base utilization and ranged from 1.500% to 2.500%.

Prior to emergence from bankruptcy, the Predecessor Company had $341.5 million of outstanding borrowings and $12.5 million of outstanding letters of credit under the Pre-Emergence Credit Agreement. At emergence, the outstanding borrowings were paid in full and the $12.5 million of outstanding letters of credit were converted to obligations under the Amended Credit Agreement.

Building Loan
On November 20, 2015, we entered into an $11.8 million term loan agreement, the Building Loan, maturing on December 20, 2030. There were no changes to the terms of the Building Loan pursuant to the Plan.

21



Successor 2022 Second Lien Notes
On the Effective Date, pursuant to the terms of the Plan, the Successor Company entered into an indenture by and among the Company, Stone Offshore as guarantor (the "Guarantor"), and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (the "2022 Second Lien Notes Indenture"), and issued $225.0 million of the Company’s 2022 Second Lien Notes pursuant thereto.

Interest on the 2022 Second Lien Notes will accrue at a rate of 7.50% per annum payable semi-annually in arrears on May 31 and November 30 of each year in cash, beginning November 30, 2017. The 2022 Second Lien Notes are secured on a second lien priority basis by the same collateral that secures the Amended Credit Agreement, including the Company’s oil and natural gas properties, and are guaranteed by the Guarantor. The 2022 Second Lien Notes mature on May 31, 2022. Pursuant to the terms of the Intercreditor Agreement (as defined below), the security interest in those assets that secure the 2022 Second Lien Notes and the related guarantee will be contractually subordinated to liens thereon that secure the Company’s Amended Credit Agreement and certain other permitted obligations as set forth in the 2022 Second Lien Notes Indenture. Consequently, the 2022 Second Lien Notes and the related guarantee will be effectively subordinated to the Amended Credit Agreement and such other permitted secured indebtedness to the extent of the value of such assets.

At any time prior to May 31, 2020, the Company may, at its option, on any one or more occasions redeem up to 35% of the aggregate principal amount of the 2022 Second Lien Notes issued under the 2022 Second Lien Notes Indenture at a redemption price of 107.5% of the principal amount of the 2022 Second Lien Notes, plus accrued and unpaid interest to the redemption date, with an amount of cash equal to the net cash proceeds of certain equity offerings; provided that at least 65% of the aggregate principal amount of the 2022 Second Lien Notes remains outstanding after each such redemption. On or after May 31, 2020, the Company may redeem all or part of the 2022 Second Lien Notes at redemption prices (expressed as percentages of the principal amount) equal to (i) 105.625% for the twelve-month period beginning on May 31, 2020; (ii) 105.625% for the twelve-month period beginning on May 31, 2021; and (iii) 100.000% for the twelve-month period beginning May 31, 2022 and at any time thereafter, plus accrued and unpaid interest at the redemption date. In addition, at any time prior to May 31, 2020, the Company may redeem all or a part of the 2022 Second Lien Notes at a redemption price equal to 100% of the principal amount of the 2022 Second Lien Notes to be redeemed plus a make-whole premium, plus accrued and unpaid interest to the redemption date.

The 2022 Second Lien Notes Indenture contains covenants that restrict the Company’s ability and the ability of certain of its subsidiaries to: (i) incur additional debt and issue preferred stock; (ii) make payments or distributions on account of the Company’s or its restricted subsidiaries’ capital stock; (iii) sell assets; (iv) restrict dividends or other payments of the Company’s restricted subsidiaries; (v) create liens that secure debt; (vi) enter into transactions with affiliates, and (vii) merge or consolidate with another company. These covenants are subject to a number of important exceptions and qualifications. At any time when the 2022 Second Lien Notes are rated investment grade by both Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and no Default or Event of Default (each as defined in the 2022 Second Lien Notes Indenture) has occurred and is continuing, many of these covenants will terminate.

The 2022 Second Lien Notes Indenture also provides for certain events of default. In the case of an event of default arising from certain events of bankruptcy, insolvency or reorganization with respect to the Company or any of the Company's restricted subsidiaries that is a significant subsidiary, or any group of the Company's restricted subsidiaries that, taken as a whole, would constitute a significant subsidiary of the Company, all outstanding 2022 Second Lien Notes will become due and immediately payable without further action or notice. If any other event of default occurs and is continuing, the trustee of the 2022 Second Lien Notes or the holders of at least 25% in aggregate principal amount of the then outstanding 2022 Second Lien Notes may declare all the 2022 Second Lien Notes to be due and payable immediately.

Intercreditor Agreement

On the Effective Date, Bank of America, N.A., as priority lien agent, The Bank of New York Mellon Trust Company, N.A., as second lien collateral agent, and The Bank of New York Mellon Trust Company, N.A., as the 2022 Second Lien Notes trustee, entered into an intercreditor agreement, which was acknowledged and agreed to by the Company and the Guarantor (the "Intercreditor Agreement") to govern the relationship of holders of the 2022 Second Lien Notes, the lenders under the Amended Credit Agreement and holders of other priority lien obligations, with respect to collateral and certain other matters.

Predecessor Senior Notes

2017 Convertible Notes. On March 6, 2012, the Predecessor Company issued in a private offering $300 million in aggregate principal amount of the 2017 Convertible Notes to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The 2017 Convertible Notes were convertible into cash, shares of our common stock or a combination of cash and shares of our common stock, based on an initial conversion rate of 23.4449 shares of our common stock per $1,000 principal amount of

22



2017 Convertible Notes, which corresponded to an initial conversion price of approximately $42.65 per share of our common stock at the time of the issuance of the 2017 Convertible Notes. On June 10, 2016, we completed a 1-for-10 reverse stock split with respect to our common stock and proportional adjustments were made to the conversion price and shares as they relate to the 2017 Convertible Notes, resulting in a conversion rate of 2.34449 shares of our common stock with a corresponding conversion price of $426.50 per share.

The 2017 Convertible Notes were due on March 1, 2017. Upon emergence from bankruptcy on February 28, 2017, pursuant to the Plan, the $300 million of debt related to the 2017 Convertible Notes was cancelled. See Note 2 – Reorganization for additional details.

During the three months ended March 31, 2016 (Predecessor), we recognized $3.9 million, $0.4 million and $1.3 million, respectively, of interest expense for the amortization of the discount, amortization of deferred financing costs and for the contractual interest coupon on the 2017 Convertible Notes.

2022 Notes. On November 8, 2012 and November 27, 2013, respectively, the Predecessor Company completed the public offering of $300 million and $475 million aggregate principal amount of our 2022 Notes. The 2022 Notes were scheduled to mature on November 15, 2022. Upon emergence from bankruptcy, pursuant to the Plan, the $775 million of debt related to the 2022 Notes was cancelled. See Note 2 – Reorganization for additional details.

NOTE 11 – ASSET RETIREMENT OBLIGATIONS
 
Upon emergence from bankruptcy, as discussed in Note 3 – Fresh Start Accounting, the Company adopted fresh start accounting which included the adjustment of asset retirement obligations to estimated fair values at February 28, 2017. The change in our asset retirement obligations during the period from January 1, 2017 through February 28, 2017 (Predecessor) and the period from March 1, 2017 through March 31, 2017 (Successor) is set forth below (in millions, inclusive of current portion):
 
 
Asset retirement obligations as of January 1, 2017 (Predecessor)
$
242.0

Liabilities settled
(3.6
)
Divestment of properties
(8.7
)
Accretion expense
5.4

Asset retirement obligations as of February 28, 2017 (Predecessor)
235.2

Fair value fresh start adjustment
54.9

Asset retirement obligations as of February 28, 2017 (Successor)
290.1

Liabilities settled
(17.6
)
Accretion expense
2.9

Asset retirement obligations as of March 31, 2017 (Successor)
$
275.4

 
NOTE 12 – INCOME TAXES
 
As a result of the significant declines in commodity prices and the resulting ceiling test write-downs and net losses incurred, we determined during 2015 that it was more likely than not that a portion of our deferred tax assets will not be realized in the future. Accordingly, we established a valuation allowance against a portion of our deferred tax assets. As of March 31, 2017 (Successor), our valuation allowance totaled $217.1 million. Our assessment of the realizability of our deferred tax assets is based on the weight of all available evidence, both positive and negative, including future reversals of deferred tax liabilities. We had a current income tax receivable of $22.5 million at March 31, 2017 (Successor), which primarily relates to expected tax refunds from the carryback of net operating losses to previous tax years.

NOTE 13 – FAIR VALUE MEASUREMENTS
 
U.S. Generally Accepted Accounting Principles establish a fair value hierarchy that has three levels based on the reliability of the inputs used to determine the fair value. These levels include: Level 1, defined as inputs such as unadjusted quoted prices in active markets for identical assets or liabilities; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs for use when little or no market data exists, therefore requiring an entity to develop its own assumptions.
 
As of March 31, 2017 (Successor) and December 31, 2016 (Predecessor), we held certain financial assets that are required to be measured at fair value on a recurring basis, including our commodity derivative instruments and our investments in marketable securities. We utilize the services of an independent third party to assist us in valuing our derivative instruments. The income approach is used in

23



this determination utilizing the third party's proprietary pricing model. The model accounts for our credit risk and the credit risk of our counterparties in the discount rate applied to estimated future cash inflows and outflows. Our swap contracts are included within the Level 2 fair value hierarchy, and our collar and put contracts are included within the Level 3 fair value hierarchy. Significant unobservable inputs used in establishing fair value for the collars and puts were the volatility impacts in the pricing model as it relates to the call portion of the collar and the floor of the put. For a more detailed description of our derivative instruments, see Note 9 – Derivative Instruments and Hedging Activities. We used the market approach in determining the fair value of our investments in marketable securities, which are included within the Level 1 fair value hierarchy.
 
We had no liabilities measured at fair value on a recurring basis at March 31, 2017 (Successor). The following table presents our assets that are measured at fair value on a recurring basis at March 31, 2017 (Successor) (in millions).
 
Fair Value Measurements
 
Successor as of
 
March 31, 2017
Assets
Total
 
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
Marketable securities (Other assets)
$
9.0

 
$
9.0

 
$

 
$

Derivative contracts
6.5

 

 
0.8

 
5.7

Total
$
15.5

 
$
9.0

 
$
0.8

 
$
5.7

 
We had no liabilities measured at fair value on a recurring basis at December 31, 2016 (Predecessor). The following table presents our assets that are measured at fair value on a recurring basis at December 31, 2016 (Predecessor) (in millions).

 
Fair Value Measurements
 
Predecessor as of
 
December 31, 2016
Assets
Total
 
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
Marketable securities (Other assets)
$
8.7

 
$
8.7

 
$

 
$

Total
$
8.7

 
$
8.7

 
$

 
$

  

24



The table below presents a reconciliation for assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the period from March 1, 2017 through March 31, 2017 (Successor) and the period from January 1, 2017 through February 28, 2017 (Predecessor).
 
 
Hedging Contracts, net
 
 
(in millions)
Balance as of January 1, 2017 (Predecessor)
 
$

Total gains/(losses) (realized or unrealized):
 
 
Included in earnings
 
(0.6
)
Included in other comprehensive income
 

Purchases, sales, issuances and settlements
 
3.7

Transfers in and out of Level 3
 

Balance as of February 28, 2017 (Successor)
 
3.1

Total gains/(losses) (realized or unrealized):
 
 
Included in earnings
 
0.5

Included in other comprehensive income
 

Purchases, sales, issuances and settlements
 
2.1

Transfers in and out of Level 3
 

Balance as of March 31, 2017 (Successor)
 
$
5.7

The amount of total gains/(losses) for the period included in earnings (derivative income) attributable to the change in unrealized gain/(losses) relating to derivatives still held at March 31, 2017
 
$

The fair value of cash and cash equivalents approximated book value at March 31, 2017 and December 31, 2016. Upon emergence from bankruptcy on February 28, 2017, the 2017 Convertible Notes and 2022 Notes were cancelled, and the Company issued the 2022 Second Lien Notes. As of December 31, 2016, the fair value of the liability component of the 2017 Convertible Notes was approximately $293.5 million. As of December 31, 2016, the fair value of the 2022 Notes was approximately $465.0 million. As of March 31, 2017, the fair value of the 2022 Second Lien Notes was approximately $219.9 million.
 
The fair value of the 2022 Notes and the 2022 Second Lien Notes was determined based on quotes obtained from brokers, which represent Level 1 inputs. We applied fair value concepts in determining the liability component of the 2017 Convertible Notes at inception and December 31, 2016. The fair value of the liability was estimated using an income approach. The significant inputs in these determinations were market interest rates based on quotes obtained from brokers and represent Level 2 inputs.

On February 28, 2017, the Company emerged from bankruptcy and adopted fresh start accounting, which resulted in the Company becoming a new entity for financial reporting purposes. Upon the adoption of fresh start accounting, the Company's assets and liabilities were recorded at their fair values as of the fresh start reporting date, February 28, 2017. See Note 3 – Fresh Start Accounting for a detailed discussion of the fair value approaches used by the Company. The inputs utilized in the valuation of our most significant asset, our oil and gas properties, included mostly unobservable inputs, which fall within Level 3 of the fair value hierarchy.
 

25



NOTE 14 – ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

  Through December 31, 2016, we designated our commodity derivatives as cash flow hedges for accounting purposes upon entering into the contracts, and accordingly, changes in the fair value of the derivative were recognized in stockholders’ equity through other comprehensive income (loss), net of related taxes, to the extent the hedge was considered effective. We had no outstanding derivative contracts at December 31, 2016.

During the periods from March 1, 2017 through March 31, 2017 (Successor) and January 1, 2017 through February 28, 2017 (Predecessor), we entered into various commodity derivative contracts (see Note 9 – Derivative Instruments and Hedging Activities). With respect to our 2017 and 2018 commodity derivative contracts, we have elected to not designate these contracts as cash flow hedges for accounting purposes. Accordingly, the net changes in the mark-to-market valuations and the monthly settlements on these derivative contracts will be recorded in earnings through derivative income (expense).

Changes in accumulated other comprehensive income (loss) by component for the three months ended March 31, 2016 (Predecessor), were as follows (in millions):
 
 
Cash Flow
Hedges
 
Foreign
Currency
Items
 
Total
Three Months Ended March 31, 2016
 
 
 
 
 
 
Beginning balance, net of tax
 
$
24.0

 
$
(6.0
)
 
$
18.0

Other comprehensive income (loss) before reclassifications:
 
 
 
 
 
Change in fair value of derivatives
 
4.6

 

 
4.6

Income tax effect
 
(1.6
)
 

 
(1.6
)
Net of tax
 
3.0

 

 
3.0

Amounts reclassified from accumulated other comprehensive income:
 
 
 
 
 
Operating revenue: oil/natural gas production
12.8

 

 
12.8

Other operational expenses
 

 
(6.0
)
 
(6.0
)
Income tax effect
 
(4.5
)
 

 
(4.5
)
Net of tax
 
8.3

 
(6.0
)
 
2.3

Other comprehensive income (loss), net of tax
 
(5.3
)
 
6.0

 
0.7

Ending balance, net of tax
 
$
18.7

 
$

 
$
18.7

 
 
 
 
 
 
During the three months ended March 31, 2016, we reclassified approximately $6.0 million of losses related to cumulative foreign currency translation adjustments from accumulated other comprehensive income into other operational expenses upon the substantial liquidation of our foreign subsidiary, Stone Energy Canada ULC.

NOTE 15 – OTHER OPERATIONAL EXPENSES

Included in other operational expenses for the three months ended March 31, 2016 (Predecessor) is a $6.0 million loss on the substantial liquidation of our foreign subsidiary, Stone Energy Canada ULC, representing cumulative foreign currency translation adjustments, which were reclassified from accumulated other comprehensive income. See Note 14 – Accumulated Other Comprehensive Income (Loss). Also included in other operational expenses for the three months ended March 31, 2016 (Predecessor) are approximately $6.1 million of rig subsidy charges related to the farm out of the ENSCO 8503 deep water drilling rig and stacking charges related to an Appalachian drilling rig.

26



NOTE 16 – COMMITMENTS AND CONTINGENCIES
 
Chapter 11 Proceedings
On December 14, 2016, the Debtors filed Bankruptcy Petitions seeking relief under the provisions of Chapter 11 of the Bankruptcy Code. The commencement of the Chapter 11 proceedings automatically stayed certain actions against the Company, including actions to collect pre-petition liabilities or to exercise control over the property of the Debtors. On February 15, 2017, the Bankruptcy Court entered the Confirmation Order confirming the Plan, as modified by the Confirmation Order, and on February 28, 2017, the Plan became effective and the Debtors emerged from bankruptcy, with the bankruptcy cases then being closed by Final Decree Closing Chapter 11 Cases and Terminating Claims Agent Services entered by the Bankruptcy Court on April 20, 2017. For additional information on the bankruptcy proceedings, see Note 1 – Financial Statement Presentation and Note 2 – Reorganization.
Other Commitments and Contingencies

On March 21, 2016, we received notice letters from the Bureau of Ocean Energy Management ("BOEM") stating that BOEM had determined that we no longer qualified for a supplemental bonding waiver under the financial criteria specified in BOEM’s guidance to lessees at such time. In late March 2016, we proposed a tailored plan to BOEM for financial assurances relating to our abandonment obligations, which provides for posting some incremental financial assurances in favor of BOEM. On May 13, 2016, we received notice letters from BOEM rescinding its demand for supplemental bonding with the understanding that we will continue to make progress with BOEM towards finalizing and implementing our long-term tailored plan. Currently, we have posted an aggregate of approximately $118 million in surety bonds in favor of BOEM, third party bonds and letters of credit, all relating to our offshore abandonment obligations. A global update of the GOM decommissioning estimates was made on August 29, 2016, and BOEM requested that we resubmit our tailored plan to reflect the updated decommissioning estimates. The bonds represent guarantees by the surety insurance companies that we will operate in accordance with applicable rules and regulations and perform certain plugging and abandonment obligations as specified by applicable working interest purchase and sale agreements.

In July 2016, BOEM issued a Notice to Lessees ("NTL"), with an effective date of September 12, 2016, that augments requirements for the posting of additional financial assurances by offshore lessees. The NTL discontinues the policy of Supplemental Bonding Waivers and allows for the ability to self insure up to 10% of a company’s tangible net worth, where a company can demonstrate a certain level of financial strength. The NTL also provides new procedures for how BOEM determines a lessee’s decommissioning obligations.

We received a Self-Insurance letter from BOEM dated September 30, 2016 stating that we are not eligible to self-insure any of our additional security obligations. We received a Proposal letter from BOEM dated October 20, 2016 indicating that additional security may be required, and we are continuing to work with BOEM to adjust our previously submitted tailored plan for variances between our decommissioning estimates and that of the Bureau of Safety and Environmental Enforcement ("BSEE"). The September 30, 2016 Self-Insurance determination letter was rescinded by BOEM on March 24, 2017. In the first quarter of 2017, BOEM announced that it will extend the implementation timeline for the new NTL by an additional six months. The revised proposed plan may require potentially $30 million to $60 million of incremental financial assurance or bonding for non-sole liability properties by the end of 2017 or in 2018, dependent on adjustments following ongoing discussions with BSEE and any modifications to the NTL. Under the revised proposed plan, additional financial assurance would be required for subsequent years. There is no assurance that this tailored plan will be approved by BOEM, and BOEM may require further revisions to our plan.

NOTE 17 – NEW YORK STOCK EXCHANGE COMPLIANCE

On May 17, 2016, we were notified by the NYSE that our average global market capitalization had been less than $50 million over a consecutive 30 trading-day period at the same time that our stockholders' equity was less than $50 million, which is non-compliant with Section 802.01B of the NYSE Listed Company Manual.

On June 30, 2016, we submitted our 18-month business plan for curing the average market capitalization and stockholders' equity deficiencies to the NYSE, and on August 4, 2016, the NYSE accepted the Plan. We submitted our quarterly updates to the business plan for the second, third and fourth quarters of 2016, each of which was accepted by the NYSE. Since March 1, 2017, the first day of trading subsequent to the effective date of the Company's plan of reorganization, the Successor Company has maintained a market capitalization above $50 million. The NYSE will continue to review the Company on a quarterly basis for compliance with the business plan until we have demonstrated compliance with the average global market capitalization and stockholders' equity listing requirements for two consecutive quarters.


27



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
The information in this Quarterly Report on Form 10-Q (this "Form 10-Q") includes "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements, other than statements of historical or current facts, that address activities, events, outcomes and other matters that we plan, expect, intend, assume, believe, budget, predict, forecast, project, estimate or anticipate (and other similar expressions) will, should or may occur in the future are forward-looking statements. 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. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements as described in our 2016 Annual Report on Form 10-K and in this Form 10-Q.
Forward-looking statements may appear in a number of places in this Form 10-Q and include statements with respect to, among other things:

expected results from risk-weighted drilling success;
estimates of our future oil and natural gas production, including estimates of any increases in oil and natural gas production;
planned capital expenditures and the availability of capital resources to fund capital expenditures;
our outlook on oil and natural gas prices;
estimates of our oil and natural gas reserves;
any estimates of future earnings growth;
the impact of political and regulatory developments;
our outlook on the resolution of pending litigation and government inquiry;
estimates of the impact of new accounting pronouncements on earnings in future periods;
our future financial condition or results of operations and our future revenues and expenses;
the outcome of restructuring efforts and asset sales;
the amount, nature and timing of any potential acquisition or divestiture transactions;
any expected results or benefits associated with our acquisitions;
our access to capital and our anticipated liquidity;
estimates of future income taxes; and
our business strategy and other plans and objectives for future operations, including the board's assessment of the Company's strategic direction.
We caution you that these forward-looking statements are subject to all of the risks and uncertainties, many of which are beyond our control, incident to the exploration for and development, production and marketing of oil and natural gas. These risks include, among other things: 

commodity price volatility, including further or sustained declines in the prices we receive for our oil and natural gas production;
domestic and worldwide economic conditions, which may adversely affect the demand for and supply of oil and natural gas;
the availability of capital on economic terms to fund our operations, capital expenditures, acquisitions and other obligations;
our future level of indebtedness, liquidity and compliance with debt covenants;
our future financial condition, results of operations, revenues, cash flows and expenses;
the potential need to sell certain assets or raise additional capital;
our ability to post additional collateral for current bonds or comply with new supplemental bonding requirements imposed by BOEM;
declines in the value of our oil and gas properties resulting in a decrease in our borrowing base under our bank credit facility and impairments;
our ability to develop, explore for, acquire and replace oil and natural gas reserves and sustain production;
the impact of a financial crisis on our business operations, financial condition and ability to raise capital;
the ability of financial counterparties to perform or fulfill their obligations under existing agreements;
third-party interruption of sales to market;
inflation;
lack of availability and cost of goods and services;
market conditions relating to potential acquisition and divestiture transactions;