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Basis of Presentation
3 Months Ended
Mar. 31, 2016
Accounting Policies [Abstract]  
Basis of Presentation
Basis of Presentation
Our unaudited Condensed Consolidated Financial Statements include the accounts of Penn Virginia and all of our subsidiaries. Intercompany balances and transactions have been eliminated. Our Condensed Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Preparation of these statements involves the use of estimates and judgments where appropriate. In the opinion of management, all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation of our Condensed Consolidated Financial Statements have been included. Our Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Notes included in our Annual Report on Form 10-K for the year ended December 31, 2015. Operating results for the three months ended March 31, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016. Certain amounts for the corresponding 2015 periods have been reclassified to conform to the current year presentation. These reclassifications have no impact on our previously reported results of operations, balance sheets or cash flows.
Going Concern Presumption
Our unaudited Condensed Consolidated Financial Statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and other commitments in the normal course of business. Our primary sources of liquidity have historically included cash from operating activities, borrowings under our revolving credit agreement (the “Revolver”), proceeds from sales of assets and, from time to time, proceeds from capital market transactions, including the offering of debt and equity securities. Our cash flows from operating activities are subject to significant volatility due to changes in commodity prices for our crude oil, NGL and natural gas products, as well as variations in our production. Due primarily to the substantial decline in commodity prices over the last twelve months, our liquidity has been significantly negatively impacted. We have incurred net losses in each of the three years ended December 31, 2015, and reported a net loss attributable to common shareholders of $33.5 million for the three months ended March 31, 2016.
Further, based on our current operating forecast and capital structure, we do not believe we will be able to comply with all of the financial covenants under the Revolver during the next twelve months. We are also dependent on restructuring our debt or obtaining additional debt and/or equity financing to continue our planned principal business operations. These factors raise substantial doubt about our ability to continue as a “going concern.”
As of March 31, 2016 and through the date upon which the Consolidated Financial Statements were issued, we were not in compliance with certain covenants under the Revolver (see Note 7). In addition, we were required to deliver audited, consolidated financial statements without a “going concern” or like qualification or exception. The audit report prepared by our registered independent public accountants with respect to the financial statements in the Annual Report on Form 10-K for the year ended December 31, 2015 included an explanatory paragraph expressing substantial doubt as to our ability to continue as a “going concern.” As a result of these factors, we are in default under the Revolver. Pursuant to an amendment to the Revolver (see Note 7), we received an agreement from our lenders that these defaults will not become events of default until May 10, 2016, if certain conditions have been satisfied.
Based on the foregoing and our current circumstances and general financial condition, it is highly likely that we will seek protection under Chapter 11 of the United States Bankruptcy Code (“Chapter 11”) in an effort to accomplish a court-supervised comprehensive restructuring of our balance sheet.
Managements Plans
As of March 31, 2016, the total outstanding principal amount of our debt obligations was approximately $1.2 billion. We are continuing to actively explore and evaluate various strategic alternatives to reduce the level of our debt obligations and lower our future cash interest obligations. In January 2016, we retained Kirkland & Ellis LLP (“K&E”), Jefferies LLC (“Jefferies”) and Alvarez & Marsal North America, LLC (“A&M”), as well as other consultants and legal and tax advisers, to provide strategic advice generally and to act as our advisers in that regard. The timing and outcome of these efforts is highly uncertain. One or more of these alternatives could potentially be consummated without the consent of any one or more of our current security holders and, if consummated, could be dilutive to the holders of our outstanding equity securities and adversely affect the trading prices and values of our current debt and equity securities or, if we were to seek protection under Chapter 11, could cause the shares of our common stock to be canceled, with limited recovery, if any. We are actively working to address these matters; however, there can be no assurance that our efforts will be successful or completed on commercially acceptable terms. Our Condensed Consolidated Financial Statements do not include any adjustments that may result from a potential Chapter 11 filing or from uncertainty surrounding our ability to continue as a going concern.
We incurred a total of $11.1 million in professional fees during the three months ended March 31, 2016 in connection with our ongoing negotiations with our creditors to refinance the Company. The total includes $7.8 million for our advisers and $3.3 million incurred by our banks and unsecured noteholders for which we are responsible. These costs are included as a component of our general and administrative expenses.
In an ongoing effort to reduce our administrative cost burden, we reduced our total employee headcount by 10 employees in February 2016. We incurred costs for severance and termination benefits in the amount of $0.8 million in connection with the release of these employees. These costs are included as a component of our general and administrative expenses. We paid a total of $0.4 million of these charges in cash during the three months ended March 31, 2016 leaving $0.4 million outstanding as of March 31, 2016. This amount is included in the Accounts payable and accrued liabilities caption on our Condensed Consolidated Balance Sheet.
New Accounting Pronouncements
In March 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016–09, Improvements to Employee Share-based Payment Accounting (“ASU 2016–09”), which simplifies the accounting for share-based compensation. The areas for simplification that are applicable to publicly held companies are as follows: (1) Accounting for Income Taxes, (2) Classification of Excess Tax Benefits on the Statement of Cash Flows, (3) Forfeitures, (4) Minimum Statutory Tax Withholding Requirements and (5) Classification of Employee Taxes Paid on the Statement of Cash Flows when an employer withholds shares for tax-withholding purposes. The effective date of ASU 2016–09 is January 1, 2017, with early adoption permitted. We are evaluating the effect that ASU 2016–09 will have on our Consolidated Financial Statements and related disclosures.
In February 2016, the FASB issued ASU 2016–02, Leases (“ASU 2016–02”), which will require organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases with terms of more than twelve months. Consistent with current U.S. GAAP, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease. ASU 2016–02 also will require disclosures regarding the amount, timing, and uncertainty of cash flows arising from leases. The effective date of ASU 2016–02 is January 1, 2019, with early adoption permitted. We are evaluating the effect that ASU 2016–02 will have on our Consolidated Financial Statements and related disclosures.
In May 2014, the FASB issued ASU 2014–09, Revenues from Contracts with Customers (“ASU 2014–09”), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014–09 will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective on January 1, 2018. The standard permits the use of either the retrospective or cumulative effect transition method upon adoption. We are evaluating the effect that ASU 2014–09 will have on our Consolidated Financial Statements and related disclosures. We have not yet selected a transition method nor have we determined the effect of ASU 2014–09 on our ongoing financial reporting.
Subsequent Events
Management has evaluated all activities of the Company through the date upon which our Condensed Consolidated Financial Statements were issued and has concluded that, except for the termination of certain derivative instruments in order to pay down a portion of the Revolver (see Notes 5 and 7) and our election not to pay interest due on our senior notes (see Note 7), no subsequent events have occurred that would require recognition in our Condensed Consolidated Financial Statements or disclosure in the Notes to Condensed Consolidated Financial Statements.