PAR PACIFIC HOLDINGS, INC. - FORM 10-K/A - EX-99.2 - EXHIBIT 99.2

Attached files

file	filename
10-K/A - 10-K/A - PAR PACIFIC HOLDINGS, INC.	a2019123110-ka20191231.htm
EX-32.4 - EXHIBIT 32.4 - PAR PACIFIC HOLDINGS, INC.	a20191231ex324-wm10xka.htm
EX-32.3 - EXHIBIT 32.3 - PAR PACIFIC HOLDINGS, INC.	a20191231ex323-wp10xka.htm
EX-31.4 - EXHIBIT 31.4 - PAR PACIFIC HOLDINGS, INC.	a20191231ex314-wm10xka.htm
EX-31.3 - EXHIBIT 31.3 - PAR PACIFIC HOLDINGS, INC.	a20191231ex313-wp10xka.htm
EX-23.3 - EXHIBIT 23.3 - PAR PACIFIC HOLDINGS, INC.	a20191231ex233laramiee.htm

LARAMIE ENERGY, LLC

Financial Statements

and

Independent Auditors’ Report

December 31, 2019,

2018 and 2017

LARAMIE ENERGY, LLC

Table of Contents

Page

Independent Auditors’ Report for the Years Ended December 31, 2019, 2018 and 2017 1

Financial Statements

Balance Sheets 3

Statements of Operations 4

Statements of Members’ Equity 5

Statements of Cash Flows 6

Notes to Financial Statements 8



	Deloitte & Touche LLP Suite 4500 1111 Bagby Street Houston, TX 77002-2591
	USA

	Tel: + 1 713-982-2000
	Fax: + 1 713-982-2001
	www.deloitte.com
INDEPENDENT AUDITORS’ REPORT

To the Members of

Laramie Energy, LLC

Denver, Colorado

We have audited the accompanying financial statements of Laramie Energy, LLC (the "Company"),

which comprise the balance sheets as of December 31, 2019 and 2018, and the related statements of

operations, members’ equity, and cash flows for the three years ended December 31, 2019, and the

related notes to the financial statements.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in

accordance with accounting principles generally accepted in the United States of America; this includes

the design, implementation, and maintenance of internal control relevant to the preparation and fair

presentation of financial statements that are free from material misstatement, whether due to fraud or

error.

Auditors' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audits. We

conducted our audits in accordance with auditing standards generally accepted in the United States of

America. Those standards require that we plan and perform the audit to obtain reasonable assurance

about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures

in the financial statements. The procedures selected depend on the auditor’s judgment, including the

assessment of the risks of material misstatement of the financial statements, whether due to fraud or

error. In making those risk assessments, the auditor considers internal control relevant to the

Company's preparation and fair presentation of the financial statements in order to design audit

procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion

on the effectiveness of the Company's internal control. Accordingly, we express no such opinion. An

audit also includes evaluating the appropriateness of accounting policies used and the reasonableness

of significant accounting estimates made by management, as well as evaluating the overall

presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the

financial position of Laramie Energy, LLC as of December 31, 2019 and 2018, and the results of its

operations and its cash flows for the three years ended December 31, 2019 in accordance with

accounting principles generally accepted in the United States of America.

Emphasis of Matter Regarding Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue

as a going concern. As discussed in Note 11 to the financial statements, at December 31, 2019, the

Company has debt maturing in December 2020 and is projecting a potential violation of its financial

covenant ratios which would result in the outstanding debt to be immediately due, does not have

sufficient cash on hand or available liquidity that can be utilized to repay the maturing debt and fund

future operations, and has stated that substantial doubt exists about its ability to continue as a going

concern. Management's evaluation of the events and conditions and management’s plans regarding

these matters are also described in Note 11. The financial statements do not include any adjustments

that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this

matter.

/s/ DELOITTE & TOUCHE LLP

March 25, 2020

LARAMIE ENERGY, LLC

Balance Sheets



	December 31,
	2019			2018
Assets
Current assets
Cash and cash equivalents	$	200		$	802,496
Accounts receivable	18,112,970			23,200,099
Prepaid expenses and other current assets	1,864,322			2,049,002
Debt issue costs, net of amortization of $2,991,651	577,730			—
Derivative instruments	3,389,145			2,517,353
Total current assets	23,944,367			28,568,950

Property and equipment
Oil and gas properties, successful efforts method
Proved properties	458,876,106			1,029,918,623
Unproved properties	32,004,265			35,607,425
Real estate and ranch property	40,876,015			45,138,625
Office furniture, equipment, and other	3,104,002			3,018,161
	534,860,388			1,113,682,834
Less: accumulated depletion, depreciation, and amortization	(141,862,867		)	(326,249,867		)
Total property and equipment, net	392,997,521			787,432,967

Debt issue costs, net of amortization of $2,410,222	—			1,082,071

Total assets	$	416,941,888		$	817,083,988

Liabilities and Members’ Equity
Current liabilities
Accounts payable	$	7,869,086		$	10,476,878
Cash overdraft	1,851,603			—
Oil and gas sales payable	2,577,362			5,385,917
Accrued liabilities	15,987,068			22,204,683
Notes payable	201,200,000			—
Derivative instruments	201,928			3,613,133
Total current liabilities	229,687,047			41,680,611

Non-current liabilities
Accrued liabilities	9,091,969			11,152,447
Notes payable	—			210,800,000
Class A Preferred Unit	44,859,027			40,310,600
Asset retirement obligation	31,336,154			30,820,667
Total non-current liabilities	85,287,150			293,083,714
Total liabilities	314,974,197			334,764,325

Commitments and contingencies (Note 8)

Members’ equity
Members’ equity	562,641,969			562,520,442
Accumulated deficit	(460,674,278		)	(80,200,779		)
Total members’ equity	101,967,691			482,319,663

Total liabilities and members’ equity	$	416,941,888		$	817,083,988

See notes to financial statements.

- 3 -

LARAMIE ENERGY, LLC

Statements of Operations



	For the Years Ended December 31,
	2019			2018			2017

Operating revenues
Natural gas sales	$	152,913,414		$	166,128,720		$	119,707,061
Condensate sales	12,910,561			14,429,736			7,509,594
Natural gas liquids sales	27,812,402			45,432,882			28,774,419
Other revenues	269,931			368,538			1,146,167
Total operating revenues	193,906,308			226,359,876			157,137,241

Operating expenses
Lease operating expenses	30,924,221			28,132,102			25,773,674
Gathering, transportation and processing	59,175,934			61,947,974			42,907,266
Production and property taxes	5,527,026			9,307,620			5,723,491
Depletion, depreciation, amortization and accretion	84,173,797			68,116,822			51,586,780
Impairment of proved properties	355,220,000			—			—
Abandoned property and expired leases	3,536,325			4,018,895			1,936,784
General and administrative	16,316,151			20,629,982			23,190,296
Total operating expenses	554,873,454			192,153,395			151,118,291

(Loss) income from operations	(360,967,146		)	34,206,481			6,018,950

Other income (expense)
(Loss) gain on derivative instruments	(1,193,449		)	(13,426,153		)	35,530,531
Interest expense and other financing costs	(12,894,093		)	(10,570,524		)	(6,458,928		)
(Loss) gain on disposal of assets	(1,477,621		)	808,757			50,855
Surface land operating expense	(96,614		)	(108,031		)	(327,276		)
Preferred dividend	(4,114,989		)	(4,688,995		)	(4,166,112		)
Miscellaneous income	270,413			125,091			189,193
Total other (expense) income	(19,506,353		)	(27,859,855		)	24,818,263

Net (loss) income	$	(380,473,499	)	$	6,346,626		$	30,837,213

See notes to financial statements.

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LARAMIE ENERGY, LLC

Statements of Members’ Equity

For the Years Ended December 31, 2019, 2018 and 2017



	Class A Units					Class B Units				Accumulated Deficit			Total Members’ Equity
	Units		Amount			Units		Amount		Accumulated Deficit			Total Members’ Equity

Balances, January 1, 2017	866,134		$	530,789,814		14,595		$	9,117,981	$	(117,384,618	)	$	422,523,177

Class B Units issuance and compensation, net of forfeitures	—		—			(360	)	6,195,234		—			6,195,234

Net income	—		—			—		—		30,837,213			30,837,213

Balances, December 31, 2017	866,134		530,789,814			14,235		15,313,215		(86,547,405		)	459,555,624

Net contributions of Class A Unit holders	70,227		28,048,043			—		—		—			28,048,043

Redemptions of Class A Units	(139,319	)	(14,878,715		)	—		—		—			(14,878,715		)

Class B Units issuance and compensation, net of forfeitures	—		—			—		3,248,085		—			3,248,085

Net income	—		—			—		—		6,346,626			6,346,626

Balances, December 31, 2018	797,042		543,959,142			14,235		18,561,300		(80,200,779		)	482,319,663

Class B Units issuance and compensation, net of forfeitures	—		—			(100	)	121,527		—			121,527

Net loss	—		—			—		—		(380,473,499		)	(380,473,499		)

Balances, December 31, 2019	797,042		$	543,959,142		14,135		$	18,682,827	$	(460,674,278	)	$	101,967,691

See notes to financial statements.

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LARAMIE ENERGY, LLC

Statements of Cash Flows



	For the Years Ended December 31,
	2019			2018			2017
Cash flows from operating activities
Net (loss) income	$	(380,473,499	)	$	6,346,626		$	30,837,213
Adjustments to reconcile net (loss) income to net cash provided by operating activities
Depreciation, depletion, amortization and accretion	84,173,797			68,116,822			51,586,780
Impairment of proved properties	355,220,000			—			—
Abandoned property and expired leases	3,536,325			4,018,895			1,936,784
Settlement of asset retirement obligation	(4,082,728		)	(1,909,520		)	(667,554		)
Non-cash interest costs	1,014,867			844,372			810,748
Share-based compensation	121,527			3,248,085			6,195,234
Preferred dividend	4,114,989			4,688,995			4,166,112
Unrealized (gain) loss on derivative instruments	(4,282,997		)	4,062,212			(46,241,453		)
Loss (gain) on disposal of assets	1,477,621			(808,757		)	(50,855		)
Changes in operating assets and liabilities
Accounts receivable	5,087,129			(9,129,615		)	(3,219,811		)
Prepaid expenses and other assets	184,680			(630,765		)	(147,434		)
Accounts payable	180,223			783,484			(2,497,286		)
Oil and gas sales payable	(2,808,555		)	1,426,691			696,511
Accrued liabilities	(4,507,493		)	10,329,720			122,771
Net cash provided by operating activities	58,955,886			91,387,245			43,527,760

Cash flows from investing activities
Proceeds from sale of fixed assets	653,946			1,577,844			919,738
Proceeds from sale of oil and gas properties	19,240,000			—			—
Additions to property and equipment	(71,826,643		)	(136,761,805		)	(98,141,833		)
Net cash used in investing activities	(51,932,697		)	(135,183,961		)	(97,222,095		)

Cash flows from financing activities
Proceeds from notes payable	108,700,000			127,250,000			205,350,000
Payments on notes payable	(118,300,000		)	(87,950,000		)	(151,350,000		)
Debt issue costs	(77,088		)	(55,227		)	(211,087		)
Cash overdraft	1,851,603			—			—
Members’ contributions	—			20,000,000			—
Redemptions of Class A Units	—			(14,878,715		)	—
Costs of raising capital	—			(51,957		)	—
Net cash (used in) provided by financing activities	(7,825,485		)	44,314,101			53,788,913

(Decrease) increase in cash and cash equivalents	(802,296		)	517,385			94,578

Cash and cash equivalents, beginning of period	802,496			285,111			190,533

Cash and cash equivalents, end of period	$	200		$	802,496		$	285,111

(Continued on the following page)

See notes to financial statements.

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LARAMIE ENERGY, LLC

Statements of Cash Flows

(Continued from the previous page)

Supplemental disclosure of activity:

Cash paid for interest in 2019, 2018 and 2017 was $10,789,646, $9,120,335 and $5,106,566, respectively.

Supplemental disclosure of non-cash activity:

During the years ended December 31, 2019, 2018 and 2017, the Company recorded an asset retirement cost and related obligation of $1,407,929, $2,606,259 and $2,039,180, respectively.

During the year ended December 31, 2018, the Company recorded a non-cash property

contribution of $10,689,900 and assumed liabilities of $2,589,900 from an equity investor pursuant to an acquisition of a business.

During the years ended December 31, 2019, 2018 and 2017, asset retirement obligation liabilities of $297,607, $284,609 and $211,849, respectively, were settled and offset abandoned property expenses.

During the year ended December 31, 2017, asset retirement costs and related obligation liabilities of $29,515 were written off.

Capital expenditures of $1,535,500 and $3,610,118 were unpaid and included in accrued liabilities and accounts payable, respectively, at December 31, 2019. Capital expenditures of $5,306,100 and $6,398,133 were unpaid and included in accrued liabilities and accounts payable, respectively, at December 31, 2018. Capital expenditures of $11,801,484 and $11,613,368 were unpaid and included in accrued liabilities and accounts payable, respectively, at December 31, 2017.

See notes to financial statements.

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LARAMIE ENERGY, LLC

Notes to Financial Statements

Note 1 - Description of Business and Summary of Significant Accounting Policies

Laramie Energy, LLC (the “Company”) a Delaware limited liability company, was formed on May 10, 2012 by Laramie Energy II, LLC (“Laramie II”) for the primary purpose of acquiring, owning, operating, and disposing of oil and gas properties in the continental United States of America. On August 31, 2012, Laramie II and Par Pacific Holdings, Inc. (“Par”), formerly named Par Petroleum Corporation, in connection with the Contribution Agreement (“Contribution Agreement”) between Laramie II, Par, and the Company dated August 31, 2012, contributed certain oil and gas related assets and liabilities to the Company in exchange for a member interest in the Company and cash paid to Par. Since then, the Company has raised additional capital from the original and new members (see Note 10). At December 31, 2019 and 2018, the Company’s properties were located in the Piceance Basin in Colorado. The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Cash and Cash Equivalents

The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. The Company continually monitors its positions with, and the credit quality of, the financial institutions with which it invests. The cash and cash equivalents balance did not exceed the federally insured limit as of December 31, 2019. At December 31, 2018, cash and cash equivalents balance exceeded the federally insured limit by $552,496.

Accounts Receivable

The Company’s accounts receivable consist mainly of amounts due from natural gas, condensate, and NGL purchasers, and joint interest owners on properties the Company operates. For receivables from joint interest owners, the Company typically has the ability to withhold future revenue disbursements to recover any non-payment of joint interest billings. Generally, the Company’s natural gas, condensate, and NGL revenue receivables are collected within two months. For each of the years ended December 31, 2019, 2018 and 2017, the Company did not record any bad debt expense. At December 31, 2019 and 2018, the Company did not have an allowance for doubtful accounts.

The Company’s producing properties are all located in Colorado in one general area, and the oil and gas production is sold to various purchasers based on market index prices. As of December 31, 2019 and 2018, three purchasers accounted for 76% and 86% of accrued oil and gas revenue, respectively. For the years ended December 31, 2019 and 2018, four purchasers accounted for 72% and 74% of total revenues, respectively. For the year ended December 31, 2017, three purchasers accounted for 71% of total revenues. The Company continually monitors the credit standing of the primary purchasers.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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LARAMIE ENERGY, LLC

Notes to Financial Statements

Note 1 - Description of Business and Summary of Significant Accounting Policies (continued)

Use of Estimates (continued)

Depreciation, depletion, and amortization of oil and gas properties and the impairment of proved oil and gas properties are determined using estimates of oil and gas reserves. There are numerous uncertainties in estimating the quantity of reserves and in projecting the future rates of production and timing of development expenditures, including future costs to dismantle, dispose, and restore the Company’s properties. Oil and gas reserve engineering must be recognized as a subjective process of estimating underground accumulations of oil and gas that cannot be measured in an exact way. In addition, significant estimates include the estimated cost and timing related to the asset retirement obligation, purchase price on a business combination (see Note 3), impairment of proved and unproved oil and gas properties and the estimated fair value of derivative instruments.

Revenue Recognition

The Company follows the guidance of Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers . Revenues are predominantly derived from the sale of produced natural gas, condensate, and natural gas liquids. In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014‑09, Revenue from Contracts with Customers. The FASB subsequently issued various ASU’s which provided additional implementation guidance, and these ASUs collectively make up FASB ASC Topic 606. The objective of ASC Topic 606 is to clarify the principles for recognizing revenue and to develop a common revenue standard for United States (“U.S.”) GAAP and International Financial Reporting Standards. ASC Topic 606 is effective for fiscal years beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. The standard permits retrospective application using either of the following methodologies: (i) restatement of each prior reporting period presented or (ii) recognition of a cumulative-effect adjustment as of the date of initial application. The Company adopted ASC Topic 606 effective January 1, 2019 using the modified retrospective approach. The adoption did not have an impact on the Company’s net loss or cash flows, and the Company did not record a cumulative-effect adjustment to retained earnings as a result. The adoption did result in changes to the classification of certain costs attributable to non-operated properties, which led to an insignificant overall decrease in total revenues with a corresponding decrease in gathering, transportation, and processing under the new standard. The standard also required additional pro forma footnote disclosures to present 2018 and 2017 results as if accounted for under the previous standard. As the adoption did not have a material impact on the Company’s operations, the pro forma disclosures are considered immaterial and are not presented.

Oil and gas revenues are recognized when production volumes are sold to a purchaser at a fixed or determinable price, delivery has occurred and title has transferred, persuasive evidence of a sales arrangement exists and collectability of the revenue is reasonably assured. The Company recognizes natural gas, condensate and natural gas liquids revenues based on the amount of product sold and delivered to purchasers. The Company records a receivable (payable) to the extent it receives less (more) than its proportionate share of product delivered to purchasers. The Company’s aggregate imbalance positions as of December 31, 2019 and 2018 were $1.2 million and $0.1 million, respectively.

- 9 -

LARAMIE ENERGY, LLC

Notes to Financial Statements

Note 1 - Description of Business and Summary of Significant Accounting Policies (continued)

Revenue Recognition (continued)

Revenues are reported on a gross basis for the amounts received before taking into account production taxes, gathering and transportation expenses, and lease operating costs, which are reported as separate expenses.

Income Taxes

The Company has elected to be treated as a partnership for income tax purposes. Partnerships are not subject to U.S. federal income taxes. Rather, the partnership’s taxable income flows through to the owners, who are responsible for paying the applicable income taxes on the income allocated to them. Accordingly, no provision for income taxes has been recorded on the accompanying financial statements. For tax years beginning on or after January 1, 2018, the Company is subject to partnership audit rules enacted as part of the Bipartisan Budget Act of 2015 (the “Centralized Partnership Audit Regime”). Under the Centralized Partnership Audit Regime, any Internal Revenue Service (“IRS”) audit of the Company would be conducted at the Company level, and if the IRS determines an adjustment, the default rule is that the Company would pay an “imputed underpayment” including interest and penalties, if applicable. The Company may instead elect to make a “push-out” election, in which case the partners for the year that is under audit would be required to take into account the adjustments on their own personal or business income tax returns. If the Company does not elect to make a “push-out” election, the Company LLC agreement requires current members to indemnify the Company for their specific share of the imputed underpayment.

If the Company receives an imputed underpayment, a determination will be made based on the relevant facts and circumstances that exist at that time to allocate such imputed underpayment to each partner based on their specific share of such imputed underpayment. Any payments that the Company ultimately makes on behalf of its current partners will be reflected as a distribution, rather than tax expense, at the time that such distribution is declared.

The Company follows the guidance of ASC Topic 740, Income Taxes. Interest and penalties associated with tax positions are recorded in the period assessed as general and administrative expenses. The Company’s tax returns subject to examination by tax authorities include 2016 through the current period for state and federal reporting purposes, respectively.

Property and Equipment

The Company accounts for its oil and gas exploration and development activities under the successful efforts method of accounting. Under this method, costs of productive exploratory wells, all development wells and facilities, and undeveloped leases are capitalized when incurred. Development facilities include gathering and water pipeline systems, water storage and treatment facilities, and compression facilities used in the production of oil and gas from producing wells. Oil and gas lease acquisition costs are also capitalized when incurred. Mineral interests, surface ownership, and other real estate are capitalized as real estate and ranch property when incurred.

- 10 -

LARAMIE ENERGY, LLC

Notes to Financial Statements

Note 1 - Description of Business and Summary of Significant Accounting Policies (continued)

Property and Equipment (continued)

Exploration costs, including personnel costs, geological and geophysical expenses, and delay rentals for oil and gas leases, are charged to expense as incurred. Exploratory drilling costs are initially capitalized, but charged to expense, if and when the well is determined not to have found reserves in commercial quantities.

The Company reviews its property and equipment for impairment at least annually and whenever events and circumstances indicate that the carrying value of the assets may not be recoverable. The impairment test compares undiscounted future net cash flows to the assets’ net book value. If the net capitalized costs exceed future net cash flows, then the cost of the property is written down to fair value. Fair value for oil and gas properties is generally determined based on discounted future net cash flows. In 2019, 2018 and 2017, the Company recognized impairment expense of $355,220,000, $0 and $0 on its proved oil and gas properties, respectively. Unproved oil and gas properties are assessed periodically, but at least annually, for impairment on a field basis based on remaining lease terms, drilling results, reservoir performance, commodity price outlooks, or future plans to develop acreage and allocate capital. The Company did not recognize impairment expense for unproved oil and gas properties for the periods ended December 31, 2019, 2018 and 2017. Fair value for real estate and ranch property is generally determined based on market value. The Company did not recognize impairment expense relative to its real estate and ranch property in 2019, 2018 and 2017.

The sale of a partial interest in a proved oil and gas property is accounted for as normal retirement, and no gain or loss is recognized as long as the treatment does not significantly affect the units-of-production depletion rate. The sale of a partial interest in an unproved property is accounted for as a recovery of cost when substantial uncertainty exists as to the ultimate recovery of the cost applicable to the interest retained. A gain on the sale is recognized to the extent that the sales price exceeds the carrying amount of the unproved property. A gain or loss is recognized for all other sales of producing and non-producing properties. In 2019, the Company sold a partial interest of its proved and unproved oil and gas properties (Note 3) and did not recognize gain or loss as the units-of-production depletion rate was not significantly affected. There were no sales of proved oil and gas properties or unproved properties in 2018 and 2017.

Maintenance and repairs are charged to expense; renewals and betterments are capitalized to the appropriate property and equipment accounts. Upon retirement or disposition of assets, the costs and related accumulated depreciation are removed from the accounts with the resulting gains or losses, if any, reflected in results of operations.

The provision for depletion, depreciation, and amortization of oil and gas properties, including certain development facilities, and certain real estate and ranch property is calculated on a field basis based on proved reserves using the units-of-production method. Costs of certain development facilities and equipment serving a number of properties are depreciated using the straight-line method over the estimated useful lives of the assets ranging from 7 to 15 years, or units-of-operations for certain significant equipment.

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LARAMIE ENERGY, LLC

Notes to Financial Statements

Note 1 - Description of Business and Summary of Significant Accounting Policies (continued)

Property and Equipment (continued)

The provisions for depreciation of the office furniture, equipment and other are calculated using the straight-line method over the estimated useful lives ranging from 5 to 15 years. Included in real estate and ranch property are buildings that are depreciated using the straight-line method over the estimated useful lives ranging from 20 to 39 years.

Derivative Instruments

The Company uses derivative instruments to manage its exposure to natural gas and natural gas liquids price volatility. All derivatives are initially, and subsequently, measured at estimated fair value and recorded as assets or liabilities on the balance sheets. The Company has elected not to designate its derivatives as cash flow hedges. For derivative contracts that do not qualify as cash flow hedges, changes in the estimated fair values and gains and losses on settlements of contracts are recorded in gains and losses on derivative instruments under the other income and expense caption in the statements of operations. The Company applies net presentation of derivative assets and liabilities for financial reporting purposes when such assets and liabilities are with the same counterparty and subject to a master netting arrangement.

Asset Retirement Obligation

Asset retirement obligations (“ARO”) relate to future costs associated with the plugging and abandonment of oil and gas wells, removal of equipment and facilities from leased acreage, and returning such land to its original condition. The Company records the estimated fair value of an ARO in the period in which it is incurred. When the liability is initially recorded, the Company capitalizes the cost by increasing the carrying amount of the related long-lived asset. Over time, the liability is accreted and the capitalized cost is depreciated over the useful life of the related asset. Upon settlement of the liability, the Company reports a gain or loss upon settlement to the extent the actual costs differ from the recorded liability.

The majority of the Company’s ARO relates to the plugging and abandoning of oil and gas wells, the reclamation of the Company’s well locations and decommissioning and reclaiming water and compression facilities and pipelines. Revisions to estimated ARO result in adjustments to the related capitalized asset and corresponding liability.

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LARAMIE ENERGY, LLC

Notes to Financial Statements

Note 1 - Description of Business and Summary of Significant Accounting Policies (continued)

Asset Retirement Obligation (continued)

The following is a reconciliation of the ARO:



	For the Years Ended December 31,
	2019			2018

Balance, beginning of period	$	30,820,667		$	26,986,294
Additions	1,407,929			1,233,296
Acquired oil and gas properties (Note 3)	—			1,372,963
Divested oil and gas properties (Note 3)	(2,136,848		)	—
Settlements and disposals	(297,607		)	(284,609		)
Accretion expense	1,542,013			1,512,723

Balance, end of period	$	31,336,154		$	30,820,667

Equity-Based Compensation

Compensation expense associated with equity-based awards is recognized at the fair value of the awards over the vesting period on a straight-line basis.

Recently Issued Accounting Pronouncements

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes. The standard eliminates the need for an organization to analyze whether the following apply in a given period; (1) exception to the incremental approach for intraperiod tax allocation, (2) exceptions to accounting for basis differences when there are ownership changes in foreign investments, and (3) exceptions in interim period income tax accounting for year-to-date losses that exceed anticipated losses. The ASU also is designed to improve financial statement preparers’ application of income tax-related guidance and simplify GAAP for; (1) franchise taxes that are partially based on income, (2) transactions with a government that result in a step-up in the tax basis of goodwill, (3) separate financial statements of legal entities that are not subject to tax, and (4) enacted changes in tax laws in interim periods. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years, for public business entities. The Company is currently evaluating the impact of adopting this standard.

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LARAMIE ENERGY, LLC

Notes to Financial Statements

Note 1 - Description of Business and Summary of Significant Accounting Policies (continued)

Recently Issued Accounting Pronouncements (continued)

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement - Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. The amendments in this update improve the effectiveness of fair value measurement disclosures and modify the disclosure requirements on fair value measurements, including the consideration of costs and benefits. ASU 2018-13 is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company is currently evaluating the impact of adopting this standard.

In September 2017, the FASB issued ASU 2017-13, Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842) – Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments. The objective of ASU 2017-13 is to provide transition relief for adoption of ASC Topic 606 and ASC Topic 842 for a public business entity that otherwise would not meet the definition of a public business entity except for a requirement to include its financial statements or financial information in another entity’s filing with the SEC. ASU 2017-13 allows these entities to adopt ASC Topic 606 in annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019, and ASC Topic 842 in fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. The Company has adopted ASC Topic 606 effective January 1, 2019. The Company is currently evaluating the impact of adopting ASC Topic 842.

In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments. ASU 2016-13 changes the impairment model for financial assets and certain other instruments by requiring entities to adopt a forward-looking expected loss model that will result in earlier recognition of credit losses. ASU 2016-13 requires adoption through the use of a modified retrospective approach at the effective date by recognizing a cumulative-effect adjustment to the opening balance of retained earnings. ASU 2016-13 is effective for interim and annual periods beginning after December 15, 2019, and early adoption is permitted. The Company is currently evaluating the impact of adopting this standard.

In February 2016, the FASB issued ASU 2016-02, Leases. The objective of this update is 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 FASB subsequently issued various ASUs which provided additional implementation guidance.

As allowed for by ASU 2019-10, ASU 2016-02 and its amendments are effective for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021 for public business entities that otherwise would not meet the definition of a public business entity except for a requirement to include its financial statements in another entity’s filing with the SEC. The Company is currently evaluating the impact of adopting this standard.

- 14 -

LARAMIE ENERGY, LLC

Notes to Financial Statements

Note 1 - Description of Business and Summary of Significant Accounting Policies (continued)

Recently Issued Accounting Pronouncements (continued)

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. The objective of this update is to clarify the principles for recognizing revenue and to develop a common revenue standard. As allowed for by ASU 2017-13, ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019, for public business entities that otherwise would not meet the definition of a public business entity except for a requirement to include its financial statements in another entity’s filing with the SEC. The Company has adopted ASU 2014-09 effective January 1, 2019 using the modified retrospective approach.

Note 2 - Fair Value Measurements

GAAP defines estimated fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions of what market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.

The hierarchy is broken down into three levels based on the reliability of the inputs as follows:

Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2 – Pricing inputs are other than quoted prices in active markets included in Level 1, and are either directly or indirectly observable as of the reporting date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. Substantially all Level 2 assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace.

Level 3 – Pricing inputs include significant inputs that are generally less observable than objective sources. These inputs may be used with internally developed methodologies that result in management's best estimate of fair value.

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LARAMIE ENERGY, LLC

Notes to Financial Statements

Note 2 - Fair Value Measurements (continued)

The assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. The Company’s policy is to recognize transfers in and/or out of the fair value hierarchy as of the end of the reporting period in which the event or change in circumstances caused the transfer. The Company has consistently applied the valuation techniques discussed below in all periods presented.

The following table presents the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2019 and 2018, by level within the fair value hierarchy:



	Level 1		Level 2		Level 3		Total

December 31, 2019
Assets
Derivative instruments, current	$	—	$	3,389,145	$	—	$	3,389,145
Liabilities
Derivative instruments, current	$	—	$	201,928	$	—	$	201,928

December 31, 2018
Assets
Derivative instruments, current	$	—	$	2,517,353	$	—	$	2,517,353

Liabilities
Derivative instruments, current	$	—	$	3,613,133	$	—	$	3,613,133

As of December 31, 2019, the Company’s commodity derivative financial instruments were comprised of two natural gas and natural gas differential swaps. As of December 31, 2018, the Company’s commodity derivative financial instruments were comprised of 21 natural gas and natural gas differential swaps. The fair values of the swap agreements are determined under the income valuation technique using a discounted cash flows model. The valuation models require a variety of inputs, including contractual terms, published forward prices, volatilities for options, and discount rates, as appropriate. The Company’s estimates of fair value of derivatives include consideration of the counterparty’s creditworthiness, the Company’s creditworthiness, and the time value of money.

The consideration of these factors results in an estimated exit price for each derivative asset or liability under a marketplace participant’s view. All of the significant inputs are observable, either directly or indirectly; therefore, the Company’s derivative instruments are included within the Level 2 fair value hierarchy. The counterparties in all of the Company’s commodity derivative financial instruments are the lenders in the Company’s bank credit facility.

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LARAMIE ENERGY, LLC

Notes to Financial Statements

Note 2 - Fair Value Measurements (continued)

Non-Recurring Fair Value Measurements

The Company tests its proved property for impairment whenever events or changes in circumstances indicate that the fair value of these assets may be reduced below their carrying value. Based on declines in forecasted commodity prices, the Company performed a proved property impairment test as of December 31, 2019. The fair value was determined using the income approach and was based on the expected present value of the future net cash flows from the producing property and related assets. Significant unobservable inputs included estimates of future oil and gas production from the Company’s reserve reports, future commodity prices based on sales contract terms or forward price curves (adjusted for basis differentials), production costs, development expenditures, an appropriate risk–adjusted discount rate based on the Company’s weighted-average cost of capital, and other relevant data (all of which were designated as Level 3 inputs within the fair value hierarchy). The impairment test indicated that a proved property impairment had occurred, and the Company therefore recorded a non-cash impairment charge to reduce the carrying value of the impaired property to its fair value at December 31, 2019.

The treatment of the net assets acquired qualified as a business combination and, as such, the Company estimated the fair value of each property as of the acquisition date (the date on which the Company obtained control of the properties) (see Note 3).

Financial Instruments

Other financial instruments not measured at fair value on a recurring basis include cash and cash equivalents, accounts receivable, accounts payable, oil and gas sales payable, accrued liabilities, notes payable and Class A Preferred units. With the exception of the notes payable and Class A Preferred units, the financial statement carrying amounts of these items approximate their fair values due to their short-term nature. The Company’s note payable has a recorded value that approximates its fair value since its variable interest rate is tied to current market rates and the applicable margins represent market rates. The fair value of the Company’s Class A Preferred units approximates its carrying value based on the terms and conditions the Company can receive for similar financial instruments as of year-end.

Note 3 – Acquisitions and Divestitures

In the normal course of its business, the Company anticipates acquiring and divesting interests in proved oil and gas properties, in unproved acreage, and in real estate and ranch property in its area of operations. In 2019, the Company divested a portion of its real estate and ranch property resulting in a loss of $1.6 million reflected in gains and losses on disposal of assets under the other income and expense caption in the statements of operations.

- 17 -

LARAMIE ENERGY, LLC

Notes to Financial Statements

Note 3 – Acquisitions and Divestitures (continued)

TEP Divestiture

On March 14, 2019, the Company entered into a Purchase and Sale Agreement (“PSA”) with TEP Rocky Mountain, LLC (“TEP”). Under the PSA, TEP purchased $19.2 million of developed properties, leasehold acreage, real estate assets and assumed $2.1 million of ARO of the Company in exchange for $17.1 million in cash. The transaction is accounted for as a normal retirement, as the units-of-production depletion rate was not significantly affected, and a gain or loss was not recognized.

The following table summarizes the sale price and the net carrying value of assets sold and liabilities discharged:



	March 14, 2019

Sale price	$	17,103,152

Oil and gas properties
Proved	279,379,007
Unproved	2,185,341
Real estate and other	2,106,921
Asset retirement obligations, net	(2,136,848		)
Accumulated depletion, depreciation and amortization	(264,431,269		)

	$	17,103,152

The Company’s financial statements for the year ended December 31, 2019 include the results of operations from the properties sold to TEP through March 14, 2019, during which period the properties sold had revenues of $3,326,189, operating expenses of $2,042,615, and income from operations of $1,283,574.

Black Hills Acquisition

On February 28, 2018, the Company entered into a Contribution and Purchase Agreement (“CP Agreement”) with Black Hills Exploration and Production Inc. and Black Hills Plateau Production LLC (collectively “Black Hills”). Under the CP Agreement, Black Hills contributed $20 million in cash in exchange for 49,984 Class A Units issued by the Company and the Company acquired $8.1 million of developed properties, leasehold acreage and real estate assets and ARO and water sourcing liabilities in exchange for 20,243 additional Class A units issued by the Company. The Class A units issued are the consideration for the assets acquired in a business combination, the amount of which is determined based upon the fair value of the Class A units at the date of the acquisition. In addition, Black Hills provided the Company with a $3.5 million cash payment for liabilities related to the properties conveyed. The contribution of a business by Black Hills into the Company is accounted for as a business combination, and as such, the Company recorded the estimated fair value of the identifiable assets acquired and liabilities assumed as of the acquisition date (the date on which the Company obtained control of the properties).

- 18 -

LARAMIE ENERGY, LLC

Notes to Financial Statements

Note 3 – Acquisitions and Divestitures (continued)

Black Hills Acquisition (continued)

Fair value measurements utilize assumptions of market participants. To determine the fair value of the oil and gas assets related to the acquisition, the Company used an income approach based on a discounted cash flow model and made market assumptions as to future commodity prices, projections of estimated quantities of oil and natural gas reserves, expectations for timing and amount of future development and operating costs, projections of future rates of production, expected recovery rates and risk adjusted discount rates.

The Company determined the appropriate discount rates used for the discounted cash flow analyses by using a weighted-average cost of capital from a market participant perspective plus property specific risk premiums for the assets acquired.

The Company estimated property specific risk premiums taking into consideration that the related reserves are primarily natural gas, among other items. Given the unobservable nature of the significant inputs, they are deemed to be Level 3 in the fair value hierarchy. The fair value measurements of the ARO and water sourcing commitment were determined using discounted cash flow analyses. The fair value measurements of the unproved oil and gas properties and real estate were determined by comparison to recorded sales price per acre of comparable assets.

The following table summarizes the purchase price and final allocation of the fair value of assets acquired and liabilities assumed:



	February 28, 2018

Purchase price	$	8,100,000

Oil and gas properties
Proved	1,601,463
Unproved	4,930,500
Real estate	5,530,900
Asset retirement obligations	(1,372,963)
Water sourcing commitment	(2,589,900		)

	$	8,100,000

The Company’s financial statements for the year ended December 31, 2018 include the results of operations from the properties acquired from Black Hills since March 1, 2018, during which period the properties acquired had revenues of $15,417,423, operating expenses of $13,819,856, and income from operations of $1,597,566.

- 19 -

LARAMIE ENERGY, LLC

Notes to Financial Statements

Note 4 – Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following:



	December 31,
	2019		2018

Prepaid insurance	$	718,529	$	630,722
Prepaid rent	74,004		106,175
Prepaid royalties	828,100		903,000
Prepaid other and other current assets	243,689		409,105

	$	1,864,322	$	2,049,002

Note 5 - Accrued Liabilities

Accrued liabilities, current, consist of the following:



	December 31,
	2019		2018

Accrued capital expenditures	$	1,535,500	$	5,306,100
Accrued production and property taxes	8,849,148		7,808,168
Accrued bonuses	1,125,724		3,279,874
Accrued pipeline throughput commitment deficiency	2,108,139		2,892,161
Accrued water commitment payment	565,000		515,000
Accrued general and administrative expenses	155,524		570,109
Accrued lease operating expenses	1,019,457		961,999
Accrued other	628,576		871,272

	$	15,987,068	$	22,204,683

Note 6 - Credit Facility

On June 4, 2012, the Company entered into a credit facility (the “Facility”), as amended, with J.P. Morgan Securities, LLC and Wells Fargo Securities LLC, each as an arranger, JPMorgan Chase Bank, N.A. as the administrative agent (the “Administrative Agent”), and the lenders party thereto. The Facility is a $400 million secured revolving credit facility secured by a lien on the Company’s oil and gas properties and related assets.

- 20 -

LARAMIE ENERGY, LLC

Notes to Financial Statements

Note 6 - Credit Facility (continued)

Availability under the Facility is limited to the lesser of (i) $400 million or (ii) the borrowing base in effect from time to time. The borrowing base is determined by the Administrative Agent and the lenders, in their sole discretion, based on customary lending practices, review of the oil and gas properties included in the borrowing base, financial review of the Company, and such other factors as may be deemed relevant. The borrowing base is redetermined (i) on or about March 15 of each year based on the previous December 31 reserve report prepared by an independent engineering firm acceptable to the Administrative Agent, and (ii) on or about September 15 of each year based on the previous June 30 reserve report prepared by the Company’s internal engineers. The borrowing base at December 31, 2019 was $220,000,000. At December 31, 2019 and 2018, the outstanding balances on the Facility were $201,200,000 and $210,800,000, respectively. The Facility matures on December 15, 2020, and accordingly the outstanding balance has been recorded within total current liabilities on the Company’s balance sheet at December 31, 2019.

During the years ended December 31, 2019 and 2018, the Company incurred $77,088 and $55,227, respectively, of debt issuance costs in relation to the borrowing base redeterminations. The remaining unamortized debt issuance costs incurred in relation to the original Facility and the debt issuance costs incurred in relation to the amended Facility are being amortized straight-line over the life of the amended Facility.

Amounts borrowed bear interest at rates ranging from LIBOR plus 2.00% to LIBOR plus 3.00% per annum for Eurodollar loans and the prime rate plus 1.00% to prime rate plus 2.00% per annum for Base Rate loans, depending upon the ratio of outstanding credit to the borrowing base. At December 31, 2019, interest rates were between 4.72% and 4.81% for Eurodollar loans and 7.50% for Base Rate loans. At December 31, 2018, interest rates were between 5.10% and 5.28% for Eurodollar loans and 6.75% for Base Rate loans. Interest is due monthly on draw date of each Eurodollar and Base Rate loan. The agreement contains customary operational and financial covenants, including a current ratio covenant, and a total debt to consolidated EBITDAX (as defined) covenant. At December 31, 2019 and 2018, the Company was in compliance with all such covenants. Under the terms of the Facility, the Company is generally prohibited from making future cash distributions to its owners.

Note 7 - Derivative Instruments

The Company periodically enters into various commodity hedging instruments to mitigate a portion of the effect of natural gas and natural gas liquids price fluctuations. The Company classifies the fair value amounts of derivative assets and liabilities as net current or non-current derivative assets or net current or non-current derivative liabilities, whichever the case may be, by commodity and counterparty. The Company enters into derivatives under master netting arrangements, which, in an event of default, allows the Company to offset payables to and receivables from the defaulting counterparty. As of December 31, 2019 and 2018, there were no available amounts to be offset.

- 21 -

LARAMIE ENERGY, LLC

Notes to Financial Statements

Note 7 - Derivative Instruments (continued)

The Company’s commodity derivative contracts as of December 31, 2019 are summarized below:



Natural Gas Swap	Basis	Average Quantity (MMBtu/Day)	Average Swap Price ($/MMBtu)
January 1, 2020 - December 31, 2020	NYMEX	20,000	$2.75

Natural Gas Basis Swap	Basis	Average Quantity (MMBtu/Day)	Basis Differential ($/MMBtu)
January 1, 2020 - December 31, 2020	CIG	20,000	$(0.53)

The aggregate fair value of the Company’s derivative instruments reported in the balance sheets, including the classification between current and non-current assets and liabilities, consists of the following:



		December 31, 2019
		Gross Recognized Assets/ Liabilities		Net Recognized Fair Value Assets/ Liabilities

Derivative instruments	Current assets	$	3,389,145	$	3,389,145

Total derivative assets		$	3,389,145	$	3,389,145

Derivative instruments	Current liabilities	$	201,928	$	201,928

Total derivative liabilities		$	201,928	$	201,928



		December 31, 2018
		Gross Recognized Assets/ Liabilities		Net Recognized Fair Value Assets/ Liabilities

Derivative instruments	Current assets	$	2,517,353	$	2,517,353

Total derivative assets		$	2,517,353	$	2,517,353

Derivative instruments	Current liabilities	$	3,613,133	$	3,613,133

Total derivative liabilities		$	3,613,133	$	3,613,133

- 22 -

LARAMIE ENERGY, LLC

Notes to Financial Statements

Note 7 - Derivative Instruments (continued)

None of the Company’s derivative instruments contain credit-risk-related contingent features. Counterparties to the Company’s financial derivative contracts are high credit-quality financial institutions that are lenders under the Company’s credit facility. The Company uses only credit facility participants to hedge with, since these institutions are secured equally with the holders of the Company’s bank debt, which eliminates the potential need to post collateral when the Company is in a derivative liability position. As a result, the Company is not required to post letters of credit or company guarantees for its derivative counterparties in order to secure contract performance obligations.

The table below summarizes the realized and unrealized gains and losses related to the Company’s derivative instruments for the years ended December 31, 2019, 2018 and 2017:



		For the Years Ended December 31,
Commodity Derivative Instrument	Location of Gain (Loss) Recognized	2019			2018			2017

Realized losses on derivative instruments, net	Other income (expense)	$	(5,476,446	)	$	(9,363,941	)	$	(10,710,922	)
Unrealized gains (losses) on derivative instruments, net	Other income (expense)	4,282,997			(4,062,212		)	46,241,453

Total realized and unrealized (losses) gains recorded, net	Other income (expense)	$	(1,193,449	)	$	(13,426,153	)	$	35,530,531

Due to the volatility of oil and natural gas prices, the estimated fair values of the Company’s commodity derivative instruments are subject to large fluctuations from period to period.

Note 8 – Commitments and Contingencies

The table below shows the Company’s minimum future payments under non-cancellable operating leases as of December 31, 2019 and which are described below:



	Payments due by period
	2020		2021	2022	2023	2024	Total
Office leases	$	1,121,561	330,263	—	—	—	$	1,451,824
Equipment leases	1,231,327		1,231,327	1,231,327	938,517	645,707	5,278,205
Auto leases	173,388		148,140	76,005	23,699	—	421,232

Total	$	2,526,276	1,709,730	1,307,332	962,216	645,707	$	7,151,261

- 23 -

LARAMIE ENERGY, LLC

Notes to Financial Statements

Note 8 – Commitments and Contingencies (continued)

Non-cancelable Office Leases

The Company leases administrative office space in Denver, Colorado under an operating lease expiring May 31, 2021 and office space in Grand Junction, Colorado expiring December 31, 2020. Rental expense is recognized on a straight-line basis over the terms of the leases and was $1,078,819, $1,154,806 and $1,181,612 for the years ended December 31, 2019, 2018 and 2017, respectively.

Drilling Rig Contracts

At December 31, 2019, the Company did not have any drilling rigs under contract. At December 31, 2018, the Company had one drilling rig under contract. At December 31, 2017, the Company had two drilling rigs under contract, both expired on March 13, 2018.

Equipment Lease Financing

At December 31, 2019, the Company had two lease financing obligations pertaining to natural gas compressors with a major bank’s leasing subsidiary. The leases expire in June 2023 and December 2024, at which time the Company may purchase the equipment at its fair market value. Rental expense was $1,448,871, $1,322,939 and $648,499 for the years ended December 31, 2019, 2018 and 2017, respectively. The aggregate undiscounted minimum future lease payments are presented above.

Employment Agreements

The Company has an employment agreement with one of its executive officers.

Retirement Savings Plan

The Company outsources payroll and human resources functions to an administrative agent. In conjunction with this arrangement, the Company has a 401(k) plan (the “Plan”) available to eligible employees. The Plan provides for up to 5% matching contributions by the Company. In 2019, 2018 and 2017, the Company’s matching contributions to the Plan were $494,372, $511,208 and $468,484, respectively.

Letter of Credit

The Company has guaranteed a $250,000 letter of credit, expiring in May 2020, issued by JPMorgan Chase Bank, N.A. for TransColorado Gas Transmission Company LLC.

- 24 -

LARAMIE ENERGY, LLC

Notes to Financial Statements

Note 8 – Commitments and Contingencies (continued)

Transportation, Gathering and Processing Agreements

Effective August 1, 2015, as part of the Management Agreement termination, the Company assumed from Laramie II a ship-or-pay agreement with an interstate pipeline company that extends through December 31, 2023. The transportation agreement obliges the Company to ship 15,000 MMBtu per day or pay the pipeline company a deficiency payment equal to an established tariff of $0.18 per MMBtu for the volume shortfall. For the past several years, because the Company did not utilize this firm capacity, the Company assigned the firm capacity to another shipper to partially offset this liability by supplementing the volumes that the Company did not ship. For the years ended December 31, 2019, 2018 and 2017, the Company incurred $651,067, $743,613 and $771,893, respectively, in deficiency payments for the volume shortfall which is included in general and administrative expenses in the statements of operations.

Gathering and Processing Agreements

At inception in August 2012, the Company assumed the long-term gas gathering and processing contracts of its predecessors. Subsequently, as other asset acquisitions have been made by the Company, other pre-existing long-term gas gathering and processing contracts tied to the acquired assets have been assumed by the Company. Accordingly, most of the Company’s acreage in Mesa, Garfield, and Rio Blanco Counties, Colorado is dedicated to one or more of these gas gathering and processing contracts such that all of the Company’s gas production flows through third-party midstream companies for gathering and processing. Only one of these contracts required a minimum annual volume commitment through November 2019, and that contract was assumed by TEP in the divestiture (see Note 3). During the years ended December 31, 2019, 2018 and 2017, the Company incurred gas gathering expense related to this contract’s volume shortfall of $98,619, $1,162,381, and $1,177,689, respectively, which is included in gathering, transportation and processing expense in the statements of operations. At December 31, 2019, the Company had no gas volume deficiency expenses under this contract included in accrued liabilities. At December 31, 2018, the Company had the respective 2018 gas volume deficiency expenses under this contract included in accrued liabilities.

Effective January 1, 2017, the Company amended one of its gathering and processing contracts. Under the terms of the amendment, the Company received reduced gathering and processing fees in return for a commitment to drill and complete a total 150 wells by December 31, 2018, 50 of which were required to be drilled and completed by December 31, 2017. If the commitment to drill and complete 50 wells was not met by December 31, 2017, the reduction in gathering and processing fees would be subject to a clawback payment. The Company met the commitments to drill and complete 50 wells in 2017 and the total of 150 wells by December 31, 2018, thus eliminating the clawback provision.

- 25 -

LARAMIE ENERGY, LLC

Notes to Financial Statements

Note 8 – Commitments and Contingencies (continued)

Other Minimum Volume Obligations Relating to Gathering and Processing Agreements

Upon closing of the asset acquisition from Oxy on March 1, 2016, the Company acquired Oxy’s oil and gas leases, gas wells, and its gathering and processing agreements to which the acquired gas wells and lease acreage were dedicated. As a key provision of the contractual assignment of Oxy’s former gathering and processing contracts to the Company, Oxy retained all of the deficiency payment liabilities of the underlying gathering and processing contracts’ minimum volume obligations between Oxy and the gathering and processing companies. Per the terms of the asset acquisition, and to partially offset Oxy’s retained deficiency payment liabilities, the Company entered into four separate minimum volume commitment agreements directly between Oxy and the Company. Under each of these minimum volume commitment agreements, the Company must pay Oxy a monthly deficiency payment for the difference between the committed volumes and the actual volumes shipped under Oxy’s former gathering and processing contracts that were assigned to the Company. Each of these four minimum volume commitment agreements relate to one of the four separate gathering and processing contracts that Oxy assigned to the Company.

As of December 31, 2019, the Company has two of the four minimum volume agreements remaining with Oxy and each have a separate monthly gas volume schedule. The two remaining agreements extend through December 2021 and July 2028, and have related deficiency payment obligations per MMBtu equal to $0.4348 and $0.1954, respectively. Under the two remaining agreements between the Company and Oxy, the minimum gas volume schedules are based on the Company’s forecast of future gas production from the existing proved developed wells that are dedicated to the two assumed gathering and processing contracts and from future wells that the Company plans to drill within the acquired acreage. For the years ended December 31, 2019, 2018 and 2017, the Company incurred $382,916, $1,732,146 and $228,713, respectively, in deficiency payments for the volume shortfall which is included in gathering, transportation and processing expenses in the statements of operations.

Litigation

The Company is subject to litigation, claims and governmental regulatory proceedings arising in the course of ordinary business. No litigation or governmental regulatory proceedings are currently underway or pending.

Environmental Matters

As an owner or lessee and operator of oil and gas properties, the Company is subject to various federal, state, and local laws and regulations relating to discharge of materials into, and protection of, the environment. The Company has policies to ensure continuing compliance with environmental laws and regulations and maintains insurance coverage for certain environmental matters. There can be no assurance that current or future federal, state, or local laws and regulations will not require the Company to spend material amounts to comply with such laws and regulations.

- 26 -

LARAMIE ENERGY, LLC

Notes to Financial Statements

Note 9 – Preferred A Units

Under the Unit Purchase Agreement (“UPA 2016”) dated February 22, 2016, the Company issued 30,000 Class A Preferred units at $1,000 per unit. The Class A Preferred units have liquidation preference rights over the Class A units. The liquidation preference rights were waived for the Class A unit redemption completed under the Unit Purchase Agreement (“UPA 2018”) (Note 10). Dividends due on the Class A Preferred units are 10% per annum and due on a quarterly basis, if paid in cash. The Company may elect to accrue dividends and increase the liquidation preference of the Class A Preferred units at 12% per annum on a quarterly compounding basis. Under the Forth Amended and Restated LLC Agreement (“4^th LLC Agreement”), dated October 18, 2018, beginning with the quarter ended March 31, 2019, the Class A Preferred units liquidation preference rate increases from 12% per annum to 14% per annum if certain customary operational and financial covenants are exceeded. During 2019, 2018 and 2017, the Company incurred non-cash preferred dividend expense of $4,114,989, $4,688,995 and $4,166,112, respectively. During 2019, the Company incurred cash preferred dividend expense of $1,079,068 included in interest expense and other financing costs.

The Company has classified the Class A Preferred units as debt due to the mandatorily redeemable feature. The Class A Preferred units are redeemable six years from the date of the UPA 2016, which is February 22, 2022. Under ASC Topic 470, Debt, the proceeds of debt instruments should be allocated based upon their relative fair values. In connection with the issuance of the 30,000 Class A Preferred units in exchange for $30,000,000, the purchaser, Wells Fargo Central Pacific Holdings, Inc. (“Wells Fargo”), received 12,992 Class A units. The Company used a market-based approach to a “Backsolve” method to identify the relative fair values of the Class A Preferred units and Class A units, $27,689,935 and $2,310,065, respectively, upon issuance.

Note 10 – Members’ Equity

Class A Units

On October 18, 2018, the Company entered into a UPA 2018 with two of its Class A Members, EnCap Energy Capital Fund VI, L.P. and EnCap Energy VI-B Acquisitions, L.P. (collectively “Encap”). Under the terms of UPA 2018, the Company purchased all of Encap’s Class A units, totaling 138,795, for $14.8 million. During December of 2018, the Company entered into five additional unit purchase agreements. The Company purchased all Class A units of five individual investors, totaling 524 Class A units, for $55,906.

On February 28, 2018, the Company entered into the CP Agreement with Black Hills (see Note 3). Black Hills contributed $20 million in cash and $8.1 million of developed properties, leasehold acreage and real estate in exchange for 70,227 Class A units.

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LARAMIE ENERGY, LLC

Notes to Financial Statements

Note 10 – Members’ Equity (continued)

Class A Units (continued)

All Class A unit holders vote as a single class based upon their respective sharing percentages. Revenues and costs are allocated in accordance with specific provisions in the 4^th LLC Agreement. After payout to the Class A Preferred units, the Class A units are senior to Class B units in terms of liquidation and voting and have first-call on all assets until the Class A units reach payout as defined in the 4^th LLC Agreement.



	Class A Units
	Units		Amount

Balances, December 31, 2017	866,134		$	530,789,814

UPA 2018 – February 28, 2018	70,227		28,100,000

Funding fees and other costs of raising capital	—		(51,957		)

Redemptions of Class A Units	(139,319	)	(14,878,715		)

Balances, December 31, 2018	797,042		543,959,142

Balances, December 31, 2019	797,042		$	543,959,142

Class B Units

Laramie Energy Employee Holdings, LLC (“Employee Holdings”) (FKA Piceance Energy Employee Holdings, LLC) was formed on August 28, 2015 by the Management Investors of Laramie Energy Employee Holding, LLC (“Management Investors”) and holds all 15,000 Class B units authorized under the Company’s Second Amended and Restated Limited Liability Company Agreement (the “LLC Agreement”). Employee Holdings is authorized to grant the Class B units to selected Company employees (including the Management Investors) upon written consent from the Company in its capacity as Manager of Employee Holdings. No Class B Units were granted in 2019. As of December 31, 2019, Employee Holdings had granted 14,135 Class B units, net of forfeitures, to the Company’s employees.

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LARAMIE ENERGY, LLC

Notes to Financial Statements

Note 10 – Members’ Equity (continued)

Class B Units (continued)

Class B units generally vest over three years. As of December 31, 2019, 2018 and 2017, vested Class B units were 14,085, 13,468 and 8,723, respectively. If an employee is terminated by the Company for cause, all Class B units, whether vested or unvested at the time of termination, shall be deemed automatically forfeited. Employees who cease to be employed by the Company for any reason, other than termination for cause, will forfeit all unvested units. Vested units may be repurchased by the Company at fair value at the Company’s option. Distributions to Class B unit holders will only occur after the Class A unit holders reach “pay-out” as defined in the LLC Agreement. Generally, Class A unit holders are entitled to receive the return of their investment in the Company’s Class A units plus a specified internal rate of return on such investment prior to the Class B unit holders receiving any cash distributions. No Class B units were repurchased in 2019, 2018 or 2017.

The Company’s Class B units are non-voting “profits interests” for which no cash consideration was received upon issuance and which are used to compensate management based on the value of the Company. The Company accounts for the Class B units as an equity award and has recorded compensation expense to date based on the grant dates’ fair values and the vesting periods. The estimated fair value of the Class B units at grant date July 1, 2017, July 1, 2016 and August 31, 2015 was approximately $0.1 million, $0.8 million and $19.3 million, respectively. In 2019, employees forfeited 50 Class B units which reduced compensation cost by $40,100. In 2017, employees forfeited 550 Class B units which reduced compensation cost by $0.5 million. Total compensation cost recognized during 2019, 2018 and 2017 was approximately $0.1 million, $3.2 million and $6.2 million, respectively, and is included in general and administrative expense in the accompanying statements of operations. Approximately $16,500 in compensation expense will be recognized over the remaining 6 months. Estimated fair values were determined considering the following factors:


•	Estimating the fair value of the Company at the dates on which units were awarded and the balance sheet date based on investments in Class A units.


•	Allocating the Company's fair value to the unit holders through application of the Option Pricing Method as detailed in the AICPA Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation.

As part of the Option Pricing Method, a series of Black-Scholes option pricing models were applied in order to model the value to the Class B units as a contingent claim on the upside value of the Company’s equity value. The assumptions listed below were made in applying this option pricing model:


•	The underlying equity value was solved such that the value allocable to the Class A units aligned to the investment values of $400.00, $358.00 and $595.50 per share of the Company at July 1, 2017, July 1, 2016 and August 31, 2015, respectively. This approach is referred to as the “Backsolve” method in the AICPA guide.


•	The exercise prices of the options were based upon the participation thresholds at which the participation ratios of liquidation proceeds change between Class A and B. These amounts were derived based on the rights and preferences outlined in Company’s LLC Agreement.

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LARAMIE ENERGY, LLC

Notes to Financial Statements

Note 10 – Members’ Equity (continued)

Class B Units (continued)


•	The maturity dates of the options were assumed to be three years from the grant date, aligning to the expected investment holding period.


•	Volatility was based on the volatilities of comparable companies and was estimated at 41% as of the grant dates.

The risk-free rate was based on U.S. Treasury Strips, which corresponded with the assumed term (three years) of the options at grant date at 1.24%, 0.71% and 1.04% as of the grant dates July 1, 2017, July 1, 2016 and August 31, 2015, respectively.

Note 11 – Going Concern

The accompanying financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve-month period following the date of these financial statements.

The Company incurred operating losses including a significant impairment charge during 2019 due to suppressed natural gas and natural gas liquids prices. In response to low commodity prices, the Company ceased additional development activity during 2019 in order to conserve its cash flows which in turn has resulted in declining production volumes. The Company’s outstanding balance on the credit facility as of December 31, 2019 of $201.2 million is due to mature on December 15, 2020. Additionally, prices for oil, natural gas and natural gas liquids have significantly declined since December 31, 2019. As a result, the Company is projecting a potential violation of its financial covenant ratios under the credit facility as of July 2020, which will result in the outstanding balance to be immediately due. The Company does not have sufficient cash on hand or available liquidity that can be utilized to repay the maturing debt and fund future operations. These events and conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued.

Management is currently evaluating different plans to obtain the required funding of future operations.

These plans may include, but are not limited to, negotiating an extension of the maturity of the Facility, obtaining new financing from other banks, seeking additional funding from the Company’s members, selling non-core assets, and cost-cutting measures. However, there can be no assurances that the Company will be able to secure such additional financing or that renegotiations on terms acceptable to the Company can be secured to meet its needs. As a result, the Company has concluded that management’s plans do not alleviate substantial doubt about the Company’s ability to continue as a going concern.

The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded assets amounts, or the amount and classification of liabilities that might result from the outcome of this uncertainty.

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LARAMIE ENERGY, LLC

Notes to Financial Statements

Note 12 – Subsequent Events

The Company’s management has evaluated all subsequent events through the independent auditors’ report date, March 25, 2020, which is the date the financial statements were available for issuance, for possible adjustments and disclosures. No subsequent events requiring financial statement adjustments or disclosures have been identified, except for the recent outbreak of the novel coronavirus in many countries which continues to adversely impact global commercial activity and has contributed to significant volatility in financial markets. The global impact of the outbreak has been rapidly evolving, and as cases of the virus have continued to be identified in additional countries, many countries have reacted by instituting quarantines and restrictions on travel. Such actions are creating disruption in global supply chains, and adversely impacting a number of industries, such as transportation, hospitality and entertainment. The outbreak could have a continued adverse impact on economic and market conditions and trigger a period of global economic slowdown. The rapid development and fluidity of this situation precludes any prediction as to the ultimate adverse impact of the novel coronavirus. Nevertheless, the novel coronavirus presents material uncertainty and risk with respect to the Company’s performance and financial results. We have noted this impact in our assessment of the decline in price below.

Prices for oil, natural gas and natural gas liquids have significantly declined since December 31, 2019. These lower prices could affect our business in numerous ways in 2020, including a negative impact on the Company’s revenues, earnings and cash flows, a decrease in proved reserves and possible impairments of the Company’s proved and unproved oil and natural gas properties and possible default on debt covenants.

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PAR PACIFIC HOLDINGS, INC. - FORM 10-K/A - EX-99.2 - EXHIBIT 99.2 - March 27, 2020

Attached files

PAR PACIFIC HOLDINGS, INC. Reports