Delaware
|
95-2636730
|
(State of incorporation)
|
(I.R.S. Employer Identification No.)
|
Large accelerated filer x
|
Accelerated filer o
|
Non-accelerated filer o
|
Smaller reporting company o
|
|
Emerging growth company o
|
|
PART I – FINANCIAL INFORMATION
|
|
Page
|
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|
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Item 1.
|
Financial Statements
|
|
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Item 2.
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Item 3.
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Item 4.
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||
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PART II – OTHER INFORMATION
|
|||
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Item 1.
|
|
||
Item 1A.
|
|
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Item 2.
|
|
||
Item 3.
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|
||
Item 4.
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|
||
Item 5.
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|
||
Item 6.
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||
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•
|
changes in global production volumes and demand, including economic conditions that might impact demand and prices for the products we produce;
|
•
|
volatility of commodity prices for crude oil, natural gas and natural gas liquids ("NGLs") and the risk of an extended period of depressed prices;
|
•
|
impact to our operations, personnel retention, strategy, stock price and expenses caused by the actions of activist shareholders;
|
•
|
volatility and widening of differentials;
|
•
|
reductions in the borrowing base under our revolving credit facility;
|
•
|
impact of governmental policies and/or regulations, including changes in environmental and other laws, the interpretation and enforcement of those laws and regulations, liabilities arising thereunder and the costs to comply with those laws and regulations;
|
•
|
declines in the value of our crude oil, natural gas and NGLs properties resulting in impairments;
|
•
|
changes in estimates of proved reserves;
|
•
|
inaccuracy of reserve estimates and expected production rates;
|
•
|
potential for production decline rates from our wells being greater than expected;
|
•
|
timing and extent of our success in discovering, acquiring, developing and producing reserves;
|
•
|
availability of sufficient pipeline, gathering and other transportation facilities and related infrastructure to process and transport our production and the impact of these facilities and regional capacity on the prices we receive for our production;
|
•
|
timing and receipt of necessary regulatory permits;
|
•
|
risks incidental to the drilling and operation of crude oil and natural gas wells;
|
•
|
difficulties in integrating our operations as a result of any significant acquisitions or acreage exchanges;
|
•
|
increases or changes in costs and expenses;
|
•
|
availability of supplies, materials, contractors and services that may delay the drilling or completion of our wells;
|
•
|
potential losses of acreage due to lease expirations or otherwise;
|
•
|
increases or changes in costs and expenses;
|
•
|
future cash flows, liquidity and financial condition;
|
•
|
possibility that one or more sales of our Delaware Basin midstream assets will not close when expected or at all;
|
•
|
competition within the oil and gas industry;
|
•
|
availability and cost of capital;
|
•
|
our success in marketing crude oil, natural gas and NGLs;
|
•
|
effect of crude oil and natural gas derivative activities;
|
•
|
impact of environmental events, governmental and other third-party responses to such events and our ability to insure adequately against such events;
|
•
|
cost of pending or future litigation;
|
•
|
effect that acquisitions we may pursue have on our capital requirements;
|
•
|
our ability to retain or attract senior management and key technical employees; and
|
•
|
success of strategic plans, expectations and objectives for our future operations.
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
1,112
|
|
|
$
|
1,398
|
|
Accounts receivable, net
|
|
190,844
|
|
|
181,434
|
|
||
Fair value of derivatives
|
|
13,330
|
|
|
84,492
|
|
||
Prepaid expenses and other current assets
|
|
7,870
|
|
|
7,136
|
|
||
Total current assets
|
|
213,156
|
|
|
274,460
|
|
||
Properties and equipment, net
|
|
4,121,649
|
|
|
4,002,862
|
|
||
Assets held-for-sale, net
|
|
152,847
|
|
|
140,705
|
|
||
Fair value of derivatives
|
|
24,225
|
|
|
93,722
|
|
||
Other assets
|
|
52,051
|
|
|
32,396
|
|
||
Total Assets
|
|
$
|
4,563,928
|
|
|
$
|
4,544,145
|
|
|
|
|
|
|
||||
Liabilities and Stockholders' Equity
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
215,555
|
|
|
$
|
181,864
|
|
Production tax liability
|
|
55,430
|
|
|
60,719
|
|
||
Fair value of derivatives
|
|
43,899
|
|
|
3,364
|
|
||
Funds held for distribution
|
|
91,615
|
|
|
105,784
|
|
||
Accrued interest payable
|
|
15,194
|
|
|
14,150
|
|
||
Other accrued expenses
|
|
68,836
|
|
|
75,133
|
|
||
Total current liabilities
|
|
490,529
|
|
|
441,014
|
|
||
Long-term debt
|
|
1,289,046
|
|
|
1,194,876
|
|
||
Deferred income taxes
|
|
160,609
|
|
|
198,096
|
|
||
Asset retirement obligations
|
|
82,497
|
|
|
85,312
|
|
||
Liabilities held-for-sale
|
|
4,614
|
|
|
4,111
|
|
||
Fair value of derivatives
|
|
1,815
|
|
|
1,364
|
|
||
Other liabilities
|
|
125,063
|
|
|
92,664
|
|
||
Total liabilities
|
|
2,154,173
|
|
|
2,017,437
|
|
||
|
|
|
|
|
||||
Commitments and contingent liabilities
|
|
|
|
|
||||
|
|
|
|
|
||||
Stockholders' equity
|
|
|
|
|
||||
Common shares - par value $0.01 per share, 150,000,000 authorized, 66,196,863 and 66,148,609 issued as of March 31, 2019 and December 31, 2018, respectively
|
|
662
|
|
|
661
|
|
||
Additional paid-in capital
|
|
2,521,558
|
|
|
2,519,423
|
|
||
Retained earnings (deficit)
|
|
(111,449
|
)
|
|
8,727
|
|
||
Treasury shares - at cost, 22,635 and 45,220
as of March 31, 2019 and December 31, 2018, respectively |
|
(1,016
|
)
|
|
(2,103
|
)
|
||
Total stockholders' equity
|
|
2,409,755
|
|
|
2,526,708
|
|
||
Total Liabilities and Stockholders' Equity
|
|
$
|
4,563,928
|
|
|
$
|
4,544,145
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Revenues
|
|
|
|
|
||||
Crude oil, natural gas and NGLs sales
|
|
$
|
321,099
|
|
|
$
|
305,225
|
|
Commodity price risk management loss, net
|
|
(190,074
|
)
|
|
(47,240
|
)
|
||
Other income
|
|
3,475
|
|
|
2,615
|
|
||
Total revenues
|
|
134,500
|
|
|
260,600
|
|
||
Costs, expenses and other
|
|
|
|
|
||||
Lease operating expenses
|
|
35,221
|
|
|
29,636
|
|
||
Production taxes
|
|
22,168
|
|
|
20,169
|
|
||
Transportation, gathering and processing expenses
|
|
11,424
|
|
|
7,313
|
|
||
Exploration, geologic and geophysical expense
|
|
2,643
|
|
|
2,646
|
|
||
Impairment of properties and equipment
|
|
7,875
|
|
|
33,188
|
|
||
General and administrative expense
|
|
39,598
|
|
|
35,696
|
|
||
Depreciation, depletion and amortization
|
|
151,422
|
|
|
126,788
|
|
||
Accretion of asset retirement obligations
|
|
1,584
|
|
|
1,288
|
|
||
(Gain) loss on sale of properties and equipment
|
|
(369
|
)
|
|
1,432
|
|
||
Other expenses
|
|
3,554
|
|
|
2,768
|
|
||
Total costs, expenses and other
|
|
275,120
|
|
|
260,924
|
|
||
Loss from operations
|
|
(140,620
|
)
|
|
(324
|
)
|
||
Interest expense
|
|
(16,978
|
)
|
|
(17,529
|
)
|
||
Interest income
|
|
10
|
|
|
148
|
|
||
Loss before income taxes
|
|
(157,588
|
)
|
|
(17,705
|
)
|
||
Income tax benefit
|
|
37,412
|
|
|
4,566
|
|
||
Net loss
|
|
$
|
(120,176
|
)
|
|
$
|
(13,139
|
)
|
|
|
|
|
|
||||
Earnings per share:
|
|
|
|
|
||||
Basic
|
|
$
|
(1.82
|
)
|
|
$
|
(0.20
|
)
|
Diluted
|
|
$
|
(1.82
|
)
|
|
$
|
(0.20
|
)
|
|
|
|
|
|
||||
Weighted-average common shares outstanding:
|
|
|
|
|
||||
Basic
|
|
66,182
|
|
|
65,957
|
|
||
Diluted
|
|
66,182
|
|
|
65,957
|
|
||
|
|
|
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Cash flows from operating activities:
|
|
|
|
|
||||
Net loss
|
|
$
|
(120,176
|
)
|
|
$
|
(13,139
|
)
|
Adjustments to net loss to reconcile to net cash from operating activities:
|
|
|
|
|
||||
Net change in fair value of unsettled commodity derivatives
|
|
181,622
|
|
|
21,202
|
|
||
Depreciation, depletion and amortization
|
|
151,422
|
|
|
126,788
|
|
||
Impairment of properties and equipment
|
|
7,875
|
|
|
33,188
|
|
||
Accretion of asset retirement obligations
|
|
1,584
|
|
|
1,288
|
|
||
Non-cash stock-based compensation
|
|
4,683
|
|
|
5,261
|
|
||
(Gain) loss on sale of properties and equipment
|
|
(369
|
)
|
|
1,432
|
|
||
Amortization of debt discount and issuance costs
|
|
3,349
|
|
|
3,246
|
|
||
Deferred income taxes
|
|
(37,487
|
)
|
|
(4,809
|
)
|
||
Other
|
|
21
|
|
|
515
|
|
||
Changes in assets and liabilities
|
|
(10,671
|
)
|
|
30,177
|
|
||
Net cash from operating activities
|
|
181,853
|
|
|
205,149
|
|
||
Cash flows from investing activities:
|
|
|
|
|
||||
Capital expenditures for development of crude oil and natural gas properties
|
|
(266,940
|
)
|
|
(196,917
|
)
|
||
Capital expenditures for other properties and equipment
|
|
(4,826
|
)
|
|
(1,066
|
)
|
||
Acquisition of crude oil and natural gas properties
|
|
—
|
|
|
(180,825
|
)
|
||
Proceeds from sale of properties and equipment
|
|
102
|
|
|
20
|
|
||
Proceeds from divestiture
|
|
—
|
|
|
39,023
|
|
||
Restricted cash
|
|
—
|
|
|
1,249
|
|
||
Net cash from investing activities
|
|
(271,664
|
)
|
|
(338,516
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
||||
Proceeds from revolving credit facility
|
|
432,000
|
|
|
35,000
|
|
||
Repayment of revolving credit facility
|
|
(340,500
|
)
|
|
(35,000
|
)
|
||
Purchase of treasury stock
|
|
(1,460
|
)
|
|
(2,255
|
)
|
||
Other
|
|
(515
|
)
|
|
(379
|
)
|
||
Net cash from financing activities
|
|
89,525
|
|
|
(2,634
|
)
|
||
Net change in cash, cash equivalents and restricted cash
|
|
(286
|
)
|
|
(136,001
|
)
|
||
Cash, cash equivalents and restricted cash, beginning of period
|
|
9,399
|
|
|
189,925
|
|
||
Cash, cash equivalents and restricted cash, end of period
|
|
$
|
9,113
|
|
|
$
|
53,924
|
|
|
Three Months Ended March 31, 2019
|
||||||||||||||||||||||||
|
Common Stock
|
|
|
|
Treasury Stock
|
|
|
|
|
||||||||||||||||
|
Shares
|
|
Amount
|
|
Additional Paid-in Capital
|
|
Shares
|
|
Amount
|
|
Retained Earnings (Deficit)
|
|
Total Stockholders' Equity
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance, December 31, 2018
|
66,148,609
|
|
|
$
|
661
|
|
|
$
|
2,519,423
|
|
|
(45,220
|
)
|
|
$
|
(2,103
|
)
|
|
$
|
8,727
|
|
|
$
|
2,526,708
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(120,176
|
)
|
|
(120,176
|
)
|
|||||
Purchase of treasury shares
|
—
|
|
|
—
|
|
|
—
|
|
|
(41,787
|
)
|
|
(1,460
|
)
|
|
—
|
|
|
(1,460
|
)
|
|||||
Issuance of treasury shares
|
(64,372
|
)
|
|
1
|
|
|
(1
|
)
|
|
64,372
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Non-employee directors' deferred compensation plan
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Issuance of stock awards, net of forfeitures
|
112,626
|
|
|
—
|
|
|
(2,547
|
)
|
|
—
|
|
|
2,547
|
|
|
—
|
|
|
—
|
|
|||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
4,683
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,683
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Balance, March 31, 2019
|
66,196,863
|
|
|
$
|
662
|
|
|
$
|
2,521,558
|
|
|
(22,635
|
)
|
|
$
|
(1,016
|
)
|
|
$
|
(111,449
|
)
|
|
$
|
2,409,755
|
|
|
Three Months Ended March 31, 2018
|
||||||||||||||||||||||||
|
Common Stock
|
|
|
|
Treasury Stock
|
|
|
|
|
||||||||||||||||
|
Shares
|
|
Amount
|
|
Additional Paid-in Capital
|
|
Shares
|
|
Amount
|
|
Retained Earnings (Deficit)
|
|
Total Stockholders' Equity
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance, December 31, 2017
|
65,955,080
|
|
|
$
|
659
|
|
|
$
|
2,503,294
|
|
|
(55,927
|
)
|
|
$
|
(3,008
|
)
|
|
$
|
6,704
|
|
|
$
|
2,507,649
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,139
|
)
|
|
(13,139
|
)
|
|||||
Purchase of treasury shares
|
—
|
|
|
—
|
|
|
—
|
|
|
(41,357
|
)
|
|
(2,255
|
)
|
|
—
|
|
|
(2,255
|
)
|
|||||
Issuance of treasury shares
|
—
|
|
|
—
|
|
|
(3,891
|
)
|
|
70,603
|
|
|
3,891
|
|
|
—
|
|
|
—
|
|
|||||
Non-employee directors' deferred compensation plan
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,574
|
)
|
|
(142
|
)
|
|
—
|
|
|
(142
|
)
|
|||||
Issuance of stock awards, net of forfeitures
|
43,930
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
5,261
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,261
|
|
|||||
Balance, March 31, 2018
|
65,999,010
|
|
|
$
|
660
|
|
|
$
|
2,504,663
|
|
|
(29,255
|
)
|
|
$
|
(1,514
|
)
|
|
$
|
(6,435
|
)
|
|
$
|
2,497,374
|
|
|
March 31, 2019
|
|
December 31, 2018
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||
|
(in thousands)
|
||||||||||||||
Cash and cash equivalents
|
$
|
1,112
|
|
|
$
|
1,398
|
|
|
$
|
45,923
|
|
|
$
|
180,675
|
|
Restricted cash
|
8,001
|
|
|
8,001
|
|
|
8,001
|
|
|
9,250
|
|
||||
Cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows
|
$
|
9,113
|
|
|
$
|
9,399
|
|
|
$
|
53,924
|
|
|
$
|
189,925
|
|
|
|
Three Months Ended March 31,
|
|||||||||
Revenue by Commodity and Operating Region
|
|
2019
|
|
2018
|
|
Percent Change
|
|||||
Crude oil
|
|
|
|
|
|
|
|||||
Wattenberg Field
|
|
$
|
180,426
|
|
|
$
|
170,306
|
|
|
5.9
|
%
|
Delaware Basin
|
|
50,657
|
|
|
53,418
|
|
|
(5.2
|
)%
|
||
Utica Shale (1)
|
|
—
|
|
|
2,696
|
|
|
(100.0
|
)%
|
||
Total
|
|
$
|
231,083
|
|
|
$
|
226,420
|
|
|
2.1
|
%
|
Natural gas
|
|
|
|
|
|
|
|||||
Wattenberg Field
|
|
$
|
46,701
|
|
|
$
|
29,772
|
|
|
56.9
|
%
|
Delaware Basin
|
|
5,770
|
|
|
7,679
|
|
|
(24.9
|
)%
|
||
Utica Shale (1)
|
|
—
|
|
|
1,110
|
|
|
(100.0
|
)%
|
||
Total
|
|
$
|
52,471
|
|
|
$
|
38,561
|
|
|
36.1
|
%
|
NGLs
|
|
|
|
|
|
|
|||||
Wattenberg Field
|
|
$
|
27,722
|
|
|
$
|
28,770
|
|
|
(3.6
|
)%
|
Delaware Basin
|
|
9,823
|
|
|
10,635
|
|
|
(7.6
|
)%
|
||
Utica Shale (1)
|
|
—
|
|
|
839
|
|
|
(100.0
|
)%
|
||
Total
|
|
$
|
37,545
|
|
|
$
|
40,244
|
|
|
(6.7
|
)%
|
Revenue by Operating Region
|
|
|
|
|
|
|
|||||
Wattenberg Field
|
|
$
|
254,849
|
|
|
$
|
228,848
|
|
|
11.4
|
%
|
Delaware Basin
|
|
66,250
|
|
|
71,732
|
|
|
(7.6
|
)%
|
||
Utica Shale (1)
|
|
—
|
|
|
4,645
|
|
|
(100.0
|
)%
|
||
Total
|
|
$
|
321,099
|
|
|
$
|
305,225
|
|
|
5.2
|
%
|
(1)
|
In March 2018, we completed the disposition of our Utica Shale properties.
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
|
Significant Other
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
|
Total
|
|
Significant Other
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
|
Total
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
Total assets
|
$
|
21,177
|
|
|
$
|
16,378
|
|
|
$
|
37,555
|
|
|
$
|
118,521
|
|
|
$
|
59,693
|
|
|
$
|
178,214
|
|
Total liabilities
|
(42,326
|
)
|
|
(3,388
|
)
|
|
(45,714
|
)
|
|
(3,364
|
)
|
|
(1,364
|
)
|
|
(4,728
|
)
|
||||||
Net asset (liability)
|
$
|
(21,149
|
)
|
|
$
|
12,990
|
|
|
$
|
(8,159
|
)
|
|
$
|
115,157
|
|
|
$
|
58,329
|
|
|
$
|
173,486
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(in thousands)
|
||||||
Fair value of Level 3 instruments, net asset (liability) beginning of period
|
|
$
|
58,329
|
|
|
$
|
(9,687
|
)
|
Changes in fair value included in condensed consolidated statement of operations line item:
|
|
|
|
|
||||
Commodity price risk management loss, net
|
|
(43,520
|
)
|
|
(2,152
|
)
|
||
Settlements included in condensed consolidated statement of operations line items:
|
|
|
|
|
||||
Commodity price risk management loss, net
|
|
(1,819
|
)
|
|
3,006
|
|
||
Fair value of Level 3 instruments, net liability end of period
|
|
$
|
12,990
|
|
|
$
|
(8,833
|
)
|
|
|
|
|
|
||||
Net change in fair value of Level 3 unsettled derivatives included in condensed consolidated statement of operations line item:
|
|
|
|
|
||||
Commodity price risk management loss, net
|
|
$
|
(38,680
|
)
|
|
$
|
1,205
|
|
|
|
|
|
|
|
|
As of March 31, 2019
|
|
As of December 31, 2018
|
||||||||||
|
|
Estimated Fair Value
|
|
Percent of Par
|
|
Estimated Fair Value
|
|
Percent of Par
|
||||||
|
|
(in millions)
|
||||||||||||
Senior notes:
|
|
|
|
|
|
|
|
|||||||
|
2021 Convertible Notes
|
$
|
188.1
|
|
|
94.1
|
%
|
|
$
|
175.4
|
|
|
87.7
|
%
|
|
2024 Senior Notes
|
398.9
|
|
|
99.7
|
%
|
|
370.2
|
|
|
92.5
|
%
|
||
|
2026 Senior Notes
|
583.7
|
|
|
97.3
|
%
|
|
532.4
|
|
|
88.7
|
%
|
(1)
|
Approximately 43.6 percent of the fair value of our commodity derivative assets and 7.4 percent of the fair value of our commodity derivative liabilities were measured using significant unobservable inputs (Level 3).
|
|
|
|
|
|
Fair Value
|
||||||
Derivative Instruments:
|
|
Condensed Consolidated Balance Sheet Line Item
|
|
March 31, 2019
|
|
December 31, 2018
|
|||||
|
|
|
|
|
(in thousands)
|
||||||
Derivative assets:
|
Current
|
|
|
|
|
|
|
||||
|
Commodity derivative contracts
|
|
Fair value of derivatives
|
|
$
|
13,330
|
|
|
$
|
84,492
|
|
|
Non-current
|
|
|
|
|
|
|
||||
|
Commodity derivative contracts
|
|
Fair value of derivatives
|
|
24,225
|
|
|
93,722
|
|
||
Total derivative assets
|
|
|
|
$
|
37,555
|
|
|
$
|
178,214
|
|
|
|
|
|
|
|
|
|
|
||||
Derivative liabilities:
|
Current
|
|
|
|
|
|
|
||||
|
Commodity derivative contracts
|
|
Fair value of derivatives
|
|
$
|
40,103
|
|
|
$
|
748
|
|
|
Basis protection derivative contracts
|
|
Fair value of derivatives
|
|
3,796
|
|
|
2,616
|
|
||
|
|
|
|
|
43,899
|
|
|
3,364
|
|
||
|
Non-current
|
|
|
|
|
|
|
||||
|
Commodity derivative contracts
|
|
Fair value of derivatives
|
|
1,815
|
|
|
1,364
|
|
||
Total derivative liabilities
|
|
|
|
$
|
45,714
|
|
|
$
|
4,728
|
|
|
|
Three Months Ended March 31,
|
||||||
Condensed Consolidated Statement of Operations Line Item
|
|
2019
|
|
2018
|
||||
|
|
(in thousands)
|
||||||
Commodity price risk management loss, net
|
|
|
|
|
||||
Net settlements
|
|
$
|
(8,452
|
)
|
|
$
|
(26,038
|
)
|
Net change in fair value of unsettled derivatives
|
|
(181,622
|
)
|
|
(21,202
|
)
|
||
Total commodity price risk management loss, net
|
|
$
|
(190,074
|
)
|
|
$
|
(47,240
|
)
|
|
|
|
|
|
As of March 31, 2019
|
|
Derivative Instruments, Gross
|
|
Effect of Master Netting Agreements
|
|
Derivative Instruments, Net
|
||||||
|
|
(in thousands)
|
||||||||||
Asset derivatives:
|
|
|
|
|
|
|
||||||
Derivative instruments, at fair value
|
|
$
|
37,555
|
|
|
$
|
(27,793
|
)
|
|
$
|
9,762
|
|
|
|
|
|
|
|
|
||||||
Liability derivatives:
|
|
|
|
|
|
|
||||||
Derivative instruments, at fair value
|
|
$
|
45,714
|
|
|
$
|
(27,793
|
)
|
|
$
|
17,921
|
|
|
|
|
|
|
|
|
As of December 31, 2018
|
|
Derivative Instruments, Gross
|
|
Effect of Master Netting Agreements
|
|
Derivative Instruments, Net
|
||||||
|
|
(in thousands)
|
||||||||||
Asset derivatives:
|
|
|
|
|
|
|
||||||
Derivative instruments, at fair value
|
|
$
|
178,214
|
|
|
$
|
(3,985
|
)
|
|
$
|
174,229
|
|
|
|
|
|
|
|
|
||||||
Liability derivatives:
|
|
|
|
|
|
|
||||||
Derivative instruments, at fair value
|
|
$
|
4,728
|
|
|
$
|
(3,985
|
)
|
|
$
|
743
|
|
|
|
|
|
|
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
(in thousands)
|
||||||
Properties and equipment, net:
|
|
|
|
||||
Crude oil and natural gas properties
|
|
|
|
||||
Proved
|
$
|
5,681,685
|
|
|
$
|
5,452,613
|
|
Unproved
|
485,571
|
|
|
492,594
|
|
||
Total crude oil and natural gas properties
|
6,167,256
|
|
|
5,945,207
|
|
||
Infrastructure and other
|
59,510
|
|
|
60,612
|
|
||
Land and buildings
|
12,497
|
|
|
11,243
|
|
||
Construction in progress
|
404,229
|
|
|
356,095
|
|
||
Properties and equipment, at cost
|
6,643,492
|
|
|
6,373,157
|
|
||
Accumulated DD&A
|
(2,521,843
|
)
|
|
(2,370,295
|
)
|
||
Properties and equipment, net
|
$
|
4,121,649
|
|
|
$
|
4,002,862
|
|
|
|
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
(in thousands)
|
||||||
Assets
|
|
|
|
||||
Properties and equipment, net
|
$
|
150,360
|
|
|
$
|
137,448
|
|
Other assets
|
2,487
|
|
|
3,257
|
|
||
Total assets
|
$
|
152,847
|
|
|
$
|
140,705
|
|
|
|
|
|
||||
Liabilities
|
|
|
|
||||
Asset retirement obligation
|
$
|
4,614
|
|
|
$
|
4,111
|
|
Total liabilities
|
$
|
4,614
|
|
|
$
|
4,111
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
|
|
|
|
||||
Impairment of proved and unproved properties
|
$
|
7,875
|
|
|
$
|
33,130
|
|
Amortization of individually insignificant unproved properties
|
—
|
|
|
58
|
|
||
Impairment of crude oil and natural gas properties
|
$
|
7,875
|
|
|
$
|
33,188
|
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
|
(in thousands, except for number of wells)
|
||||||
|
|
|
|
|
||||
Beginning balance
|
|
$
|
12,188
|
|
|
$
|
15,448
|
|
Additions to capitalized exploratory well costs pending the determination of proved reserves
|
|
12,853
|
|
|
35,127
|
|
||
Reclassifications to proved properties
|
|
—
|
|
|
(38,387
|
)
|
||
Ending balance
|
|
$
|
25,041
|
|
|
$
|
12,188
|
|
|
|
|
|
|
||||
Number of wells pending determination at period end
|
|
2
|
|
|
2
|
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
|
(in thousands)
|
||||||
|
|
|
|
|
||||
Employee benefits
|
|
$
|
10,188
|
|
|
$
|
25,811
|
|
Asset retirement obligations
|
|
28,798
|
|
|
25,598
|
|
||
Environmental expenses
|
|
3,554
|
|
|
3,038
|
|
||
Operating and finance leases
|
|
6,645
|
|
|
—
|
|
||
Other
|
|
19,651
|
|
|
20,686
|
|
||
Other accrued expenses
|
|
$
|
68,836
|
|
|
$
|
75,133
|
|
|
|
|
|
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
|
(in thousands)
|
||||||
|
|
|
|
|
||||
Production taxes
|
|
$
|
78,805
|
|
|
$
|
61,310
|
|
Deferred oil gathering credit
|
|
22,207
|
|
|
22,710
|
|
||
Operating and finance leases
|
|
20,063
|
|
|
—
|
|
||
Other
|
|
3,988
|
|
|
8,644
|
|
||
Other liabilities
|
|
$
|
125,063
|
|
|
$
|
92,664
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
(in thousands)
|
||||||
Senior Notes:
|
|
|
|
||||
1.125% Convertible Notes due September 2021:
|
|
|
|
||||
Principal amount
|
$
|
200,000
|
|
|
$
|
200,000
|
|
Unamortized discount
|
(20,807
|
)
|
|
(22,766
|
)
|
||
Unamortized debt issuance costs
|
(2,397
|
)
|
|
(2,640
|
)
|
||
Net of unamortized discount and debt issuance costs
|
176,796
|
|
|
174,594
|
|
||
|
|
|
|
||||
6.125% Senior Notes due September 2024:
|
|
|
|
||||
Principal amount
|
400,000
|
|
|
400,000
|
|
||
Unamortized debt issuance costs
|
(5,346
|
)
|
|
(5,590
|
)
|
||
Net of unamortized debt issuance costs
|
394,654
|
|
|
394,410
|
|
||
|
|
|
|
||||
5.75% Senior Notes due May 2026:
|
|
|
|
||||
Principal amount
|
600,000
|
|
|
600,000
|
|
||
Unamortized debt issuance costs
|
(6,404
|
)
|
|
(6,628
|
)
|
||
Net of unamortized debt issuance costs
|
593,596
|
|
|
593,372
|
|
||
|
|
|
|
||||
Total senior notes
|
1,165,046
|
|
|
1,162,376
|
|
||
|
|
|
|
||||
Revolving Credit Facility:
|
|
|
|
||||
Revolving credit facility due May 2023
|
124,000
|
|
|
32,500
|
|
||
Total long-term debt, net of unamortized discount and debt issuance costs
|
$
|
1,289,046
|
|
|
$
|
1,194,876
|
|
Lease Costs
|
|
Three Months Ended March 31, 2019
|
||
|
|
(in thousands)
|
||
Operating lease costs
|
|
$
|
1,348
|
|
|
|
|
||
Finance lease costs:
|
|
|
||
Amortization of ROU assets
|
|
$
|
483
|
|
Interest on lease liabilities
|
|
60
|
|
|
Total finance lease costs
|
|
543
|
|
|
|
|
|
||
Short-term lease costs
|
|
61,030
|
|
|
Total lease costs
|
|
$
|
62,921
|
|
Leases
|
|
Condensed Consolidated Balance Sheet Line Item
|
|
March 31, 2019
|
||
|
|
|
|
(in thousands)
|
||
Operating Leases:
|
|
|
|
|
||
Operating lease ROU assets
|
|
Other assets
|
|
$
|
19,535
|
|
|
|
|
|
|
||
Operating lease obligation - short-term
|
|
Other accrued expense
|
|
$
|
4,958
|
|
Operating lease obligation - long-term
|
|
Other liabilities
|
|
17,055
|
|
|
Total operating lease liabilities
|
|
|
|
$
|
22,013
|
|
|
|
|
|
|
||
Finance Leases:
|
|
|
|
|
||
Finance lease ROU assets
|
|
Properties and equipment, net
|
|
$
|
4,748
|
|
|
|
|
|
|
||
Finance lease obligation - short-term
|
|
Other accrued expense
|
|
$
|
1,687
|
|
Finance lease obligation - long-term
|
|
Other liabilities
|
|
3,008
|
|
|
Total finance lease liabilities
|
|
|
|
$
|
4,695
|
|
|
|
|
|
|
||
Weighted-average remaining lease term (years)
|
|
|
|
|
||
Operating leases
|
|
|
|
3.22
|
|
|
Finance leases
|
|
|
|
4.53
|
|
|
|
|
|
|
|
||
Weighted-average discount rate
|
|
|
|
|
||
Operating leases
|
|
|
|
5.0
|
%
|
|
Finance leases
|
|
|
|
5.0
|
%
|
|
|
Operating Leases
|
|
Finance Leases
|
|
Total
|
||||||
|
|
(in thousands)
|
||||||||||
2019
|
|
$
|
4,378
|
|
|
$
|
1,431
|
|
|
$
|
5,809
|
|
2020
|
|
5,910
|
|
|
1,716
|
|
|
7,626
|
|
|||
2021
|
|
5,782
|
|
|
1,101
|
|
|
6,883
|
|
|||
2022
|
|
4,851
|
|
|
528
|
|
|
5,379
|
|
|||
2023
|
|
1,394
|
|
|
321
|
|
|
1,715
|
|
|||
Thereafter
|
|
2,291
|
|
|
6
|
|
|
2,297
|
|
|||
Total lease payments
|
|
24,606
|
|
|
5,103
|
|
|
29,709
|
|
|||
Less interest and discount
|
|
(2,593
|
)
|
|
(408
|
)
|
|
(3,001
|
)
|
|||
Present value of lease liabilities
|
|
$
|
22,013
|
|
|
$
|
4,695
|
|
|
$
|
26,708
|
|
|
Amount
|
||
|
(in thousands)
|
||
|
|
||
Balance at December 31, 2018
|
$
|
115,021
|
|
Obligations incurred with development activities
|
2,807
|
|
|
Accretion expense
|
1,584
|
|
|
Revisions in estimated cash flows
|
3,200
|
|
|
Obligations discharged with asset retirements and divestiture
|
(6,703
|
)
|
|
Balance at March 31, 2019
|
115,909
|
|
|
Liabilities held-for-sale
|
(4,614
|
)
|
|
Current portion
|
(28,798
|
)
|
|
Long-term portion
|
$
|
82,497
|
|
|
|
|
|
For the Twelve Months Ending March 31,
|
|
|
|
|
||||||||||||||||||||
Area
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024 and
Through Expiration |
|
Total
|
|
Expiration
Date |
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Natural gas (MMcf)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Wattenberg Field
|
|
26,772
|
|
|
31,025
|
|
|
31,025
|
|
|
31,025
|
|
|
85,290
|
|
|
205,137
|
|
|
April 30, 2026
|
||||||
Delaware Basin
|
|
47,150
|
|
|
33,410
|
|
|
16,097
|
|
|
—
|
|
|
—
|
|
|
96,657
|
|
|
December 31, 2021
|
||||||
Gas Marketing
|
|
7,136
|
|
|
7,117
|
|
|
6,966
|
|
|
2,830
|
|
|
—
|
|
|
24,049
|
|
|
August 31, 2022
|
||||||
Total
|
|
81,058
|
|
|
71,552
|
|
|
54,088
|
|
|
33,855
|
|
|
85,290
|
|
|
325,843
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Crude oil (MBbls)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Wattenberg Field
|
|
9,740
|
|
|
6,227
|
|
|
5,475
|
|
|
5,475
|
|
|
450
|
|
|
27,367
|
|
|
April 30, 2023
|
||||||
Delaware Basin
|
|
8,227
|
|
|
8,580
|
|
|
8,030
|
|
|
8,030
|
|
|
6,050
|
|
|
38,917
|
|
|
December 31, 2023
|
||||||
Total
|
|
17,967
|
|
|
14,807
|
|
|
13,505
|
|
|
13,505
|
|
|
6,500
|
|
|
66,284
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Water (MBbls)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Wattenberg Field
|
|
3,886
|
|
|
6,207
|
|
|
6,207
|
|
|
6,206
|
|
|
10,899
|
|
|
33,405
|
|
|
December 31, 2024
|
||||||
Delaware Basin
|
|
3,660
|
|
|
3,650
|
|
|
3,650
|
|
|
3,650
|
|
|
870
|
|
|
15,480
|
|
|
June 26, 2023
|
||||||
Total
|
|
7,546
|
|
|
9,857
|
|
|
9,857
|
|
|
9,856
|
|
|
11,769
|
|
|
48,885
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Dollar commitment (in thousands)
|
|
$
|
104,504
|
|
|
$
|
80,633
|
|
|
$
|
73,851
|
|
|
$
|
68,882
|
|
|
$
|
94,836
|
|
|
$
|
422,706
|
|
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(in thousands)
|
||||||
|
|
|
|
|
||||
Stock-based compensation expense
|
|
$
|
4,683
|
|
|
$
|
5,261
|
|
Income tax benefit
|
|
(1,120
|
)
|
|
(1,261
|
)
|
||
Stock-based compensation expense, net of tax
|
|
$
|
3,563
|
|
|
$
|
4,000
|
|
|
|
|
|
|
|
Shares
|
|
Weighted-Average
Grant Date Fair Value per Share |
|||
|
|
|
|
|||
Non-vested at December 31, 2018
|
618,407
|
|
|
$
|
54.16
|
|
Granted
|
189,137
|
|
|
38.59
|
|
|
Vested
|
(93,685
|
)
|
|
54.64
|
|
|
Forfeited
|
(12,186
|
)
|
|
48.38
|
|
|
Non-vested at March 31, 2019
|
701,673
|
|
|
50.00
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands, except per share data)
|
||||||
|
|
|
|
||||
Total intrinsic value of time-based awards vested
|
$
|
3,311
|
|
|
$
|
3,530
|
|
Total intrinsic value of time-based awards non-vested
|
28,544
|
|
|
26,297
|
|
||
Market price per share as of March 31
|
40.68
|
|
|
49.03
|
|
||
Weighted-average grant date fair value per share
|
38.59
|
|
|
50.94
|
|
|
Three Months Ended March 31,
|
||||
|
2019
|
|
2018
|
||
|
|
|
|
||
Expected term of award (in years)
|
3
|
|
|
3
|
|
Risk-free interest rate
|
2.5
|
%
|
|
2.4
|
%
|
Expected volatility
|
41.4
|
%
|
|
42.3
|
%
|
|
|
Shares
|
|
Weighted-Average
Grant Date Fair Value per Share |
|||
|
|
|
|
|
|||
Non-vested at December 31, 2018
|
|
102,914
|
|
|
$
|
74.88
|
|
Granted
|
|
139,197
|
|
|
56.68
|
|
|
Non-vested at March 31, 2019
|
|
242,111
|
|
|
64.42
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands, except per share data)
|
||||||
|
|
|
|
||||
Total intrinsic value of market-based awards non-vested
|
$
|
9,849
|
|
|
$
|
6,815
|
|
Market price per common share as of March 31,
|
40.68
|
|
|
49.03
|
|
||
Weighted-average grant date fair value per share
|
56.68
|
|
|
69.98
|
|
|
Three Months Ended March 31,
|
||||
|
2019
|
|
2018
|
||
|
(in thousands)
|
||||
|
|
|
|
||
Weighted-average common shares outstanding - basic
|
66,182
|
|
|
65,957
|
|
Weighted-average common shares and equivalents outstanding - diluted
|
66,182
|
|
|
65,957
|
|
|
Three Months Ended March 31,
|
||||
|
2019
|
|
2018
|
||
|
(in thousands)
|
||||
|
|
|
|
||
Weighted-average common share equivalents excluded from diluted earnings per share due to their anti-dilutive effect:
|
|
|
|
||
RSUs and PSUs
|
895
|
|
|
613
|
|
Other equity-based awards
|
302
|
|
|
76
|
|
Total anti-dilutive common share equivalents
|
1,197
|
|
|
689
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018 (1)
|
||||
|
|
|
|
|
||||
Supplemental cash flow information:
|
|
|
|
|
||||
Cash payments for:
|
|
|
|
|
||||
Interest, net of capitalized interest
|
|
$
|
12,602
|
|
|
$
|
12,343
|
|
Income taxes
|
|
—
|
|
|
193
|
|
||
|
|
|
|
|
||||
Non-cash investing and financing activities:
|
|
|
|
|
||||
Change in accounts payable related to capital expenditures
|
|
$
|
14,941
|
|
|
$
|
51,093
|
|
Change in asset retirement obligations, with a corresponding change to crude oil and natural gas properties, net of disposals
|
|
2,794
|
|
|
5,354
|
|
||
|
|
|
|
|
||||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
|
|
||||
Operating cash flows from operating leases
|
|
$
|
1,441
|
|
|
$
|
—
|
|
Operating cash flows from finance leases
|
|
60
|
|
|
—
|
|
||
Financing cash flows from finance leases
|
|
494
|
|
|
—
|
|
||
|
|
|
|
|
||||
ROU assets obtained in exchange for lease obligations:
|
|
|
|
|
||||
Operating leases
|
|
$
|
481
|
|
|
$
|
—
|
|
Finance leases
|
|
624
|
|
|
—
|
|
(i)
|
PDC Energy, Inc. ("Parent"), the issuer of the guaranteed obligations, including non-material subsidiaries;
|
(ii)
|
PDC Permian, Inc., the guarantor subsidiary ("Guarantor"), as specified in the indentures related to our senior notes;
|
(iii)
|
Eliminations representing adjustments to (a) eliminate intercompany transactions between or among Parent, Guarantor and our other subsidiaries and (b) eliminate the investments in our subsidiaries; and
|
(iv)
|
Parent and subsidiaries on a consolidated basis ("Consolidated").
|
|
|
Condensed Consolidating Balance Sheets
|
||||||||||||||
|
|
March 31, 2019
|
||||||||||||||
|
|
Parent
|
|
Guarantor
|
|
Eliminations
|
|
Consolidated
|
||||||||
|
|
(in thousands)
|
||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||
Current assets:
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
1,112
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,112
|
|
Accounts receivable, net
|
|
157,254
|
|
|
33,590
|
|
|
—
|
|
|
190,844
|
|
||||
Fair value of derivatives
|
|
13,330
|
|
|
—
|
|
|
—
|
|
|
13,330
|
|
||||
Prepaid expenses and other current assets
|
|
6,963
|
|
|
907
|
|
|
—
|
|
|
7,870
|
|
||||
Total current assets
|
|
178,659
|
|
|
34,497
|
|
|
—
|
|
|
213,156
|
|
||||
Properties and equipment, net
|
|
2,301,379
|
|
|
1,820,270
|
|
|
—
|
|
|
4,121,649
|
|
||||
Assets held-for-sale
|
|
—
|
|
|
152,847
|
|
|
—
|
|
|
152,847
|
|
||||
Intercompany receivable
|
|
528,315
|
|
|
—
|
|
|
(528,315
|
)
|
|
—
|
|
||||
Investment in subsidiaries
|
|
1,309,187
|
|
|
—
|
|
|
(1,309,187
|
)
|
|
—
|
|
||||
Fair value of derivatives
|
|
24,225
|
|
|
—
|
|
|
—
|
|
|
24,225
|
|
||||
Other assets
|
|
44,755
|
|
|
7,296
|
|
|
—
|
|
|
52,051
|
|
||||
Total Assets
|
|
$
|
4,386,520
|
|
|
$
|
2,014,910
|
|
|
$
|
(1,837,502
|
)
|
|
$
|
4,563,928
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities and Stockholders' Equity
|
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Accounts payable
|
|
$
|
110,019
|
|
|
$
|
105,536
|
|
|
$
|
—
|
|
|
$
|
215,555
|
|
Production tax liability
|
|
51,558
|
|
|
3,872
|
|
|
—
|
|
|
55,430
|
|
||||
Fair value of derivatives
|
|
43,899
|
|
|
—
|
|
|
—
|
|
|
43,899
|
|
||||
Funds held for distribution
|
|
75,899
|
|
|
15,716
|
|
|
—
|
|
|
91,615
|
|
||||
Accrued interest payable
|
|
15,190
|
|
|
4
|
|
|
—
|
|
|
15,194
|
|
||||
Other accrued expenses
|
|
65,902
|
|
|
2,934
|
|
|
—
|
|
|
68,836
|
|
||||
Total current liabilities
|
|
362,467
|
|
|
128,062
|
|
|
—
|
|
|
490,529
|
|
||||
Intercompany payable
|
|
—
|
|
|
528,315
|
|
|
(528,315
|
)
|
|
—
|
|
||||
Long-term debt
|
|
1,289,046
|
|
|
—
|
|
|
—
|
|
|
1,289,046
|
|
||||
Deferred income taxes
|
|
127,378
|
|
|
33,231
|
|
|
—
|
|
|
160,609
|
|
||||
Asset retirement obligations
|
|
75,133
|
|
|
7,364
|
|
|
—
|
|
|
82,497
|
|
||||
Liabilities held-for-sale
|
|
—
|
|
|
4,614
|
|
|
—
|
|
|
4,614
|
|
||||
Fair value of derivatives
|
|
1,815
|
|
|
—
|
|
|
—
|
|
|
1,815
|
|
||||
Other liabilities
|
|
120,926
|
|
|
4,137
|
|
|
—
|
|
|
125,063
|
|
||||
Total liabilities
|
|
1,976,765
|
|
|
705,723
|
|
|
(528,315
|
)
|
|
2,154,173
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Commitments and contingent liabilities
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Stockholders' Equity
|
|
|
|
|
|
|
|
|
||||||||
Common shares
|
|
662
|
|
|
—
|
|
|
—
|
|
|
662
|
|
||||
Additional paid-in capital
|
|
2,521,558
|
|
|
1,766,775
|
|
|
(1,766,775
|
)
|
|
2,521,558
|
|
||||
Retained earnings
|
|
(111,449
|
)
|
|
(457,588
|
)
|
|
457,588
|
|
|
(111,449
|
)
|
||||
Treasury shares
|
|
(1,016
|
)
|
|
—
|
|
|
—
|
|
|
(1,016
|
)
|
||||
Total stockholders' equity
|
|
2,409,755
|
|
|
1,309,187
|
|
|
(1,309,187
|
)
|
|
2,409,755
|
|
||||
Total Liabilities and Stockholders' Equity
|
|
$
|
4,386,520
|
|
|
$
|
2,014,910
|
|
|
$
|
(1,837,502
|
)
|
|
$
|
4,563,928
|
|
|
|
Condensed Consolidating Balance Sheets
|
||||||||||||||
|
|
December 31, 2018
|
||||||||||||||
|
|
Parent
|
|
Guarantor
|
|
Eliminations
|
|
Consolidated
|
||||||||
|
|
(in thousands)
|
||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||
Current assets:
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
1,398
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,398
|
|
Accounts receivable, net
|
|
146,529
|
|
|
34,905
|
|
|
—
|
|
|
181,434
|
|
||||
Fair value of derivatives
|
|
84,492
|
|
|
—
|
|
|
—
|
|
|
84,492
|
|
||||
Prepaid expenses and other current assets
|
|
6,725
|
|
|
411
|
|
|
—
|
|
|
7,136
|
|
||||
Total current assets
|
|
239,144
|
|
|
35,316
|
|
|
—
|
|
|
274,460
|
|
||||
Properties and equipment, net
|
|
2,270,711
|
|
|
1,732,151
|
|
|
—
|
|
|
4,002,862
|
|
||||
Assets held-for-sale
|
|
—
|
|
|
140,705
|
|
|
—
|
|
|
140,705
|
|
||||
Intercompany receivable
|
|
451,601
|
|
|
—
|
|
|
(451,601
|
)
|
|
—
|
|
||||
Investment in subsidiaries
|
|
1,316,945
|
|
|
—
|
|
|
(1,316,945
|
)
|
|
—
|
|
||||
Fair value of derivatives
|
|
93,722
|
|
|
—
|
|
|
—
|
|
|
93,722
|
|
||||
Other assets
|
|
30,084
|
|
|
2,312
|
|
|
—
|
|
|
32,396
|
|
||||
Total Assets
|
|
$
|
4,402,207
|
|
|
$
|
1,910,484
|
|
|
$
|
(1,768,546
|
)
|
|
$
|
4,544,145
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities and Stockholders' Equity
|
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Accounts payable
|
|
$
|
110,847
|
|
|
$
|
71,017
|
|
|
$
|
—
|
|
|
$
|
181,864
|
|
Production tax liability
|
|
53,309
|
|
|
7,410
|
|
|
—
|
|
|
60,719
|
|
||||
Fair value of derivatives
|
|
3,364
|
|
|
—
|
|
|
—
|
|
|
3,364
|
|
||||
Funds held for distribution
|
|
90,183
|
|
|
15,601
|
|
|
—
|
|
|
105,784
|
|
||||
Accrued interest payable
|
|
14,143
|
|
|
7
|
|
|
—
|
|
|
14,150
|
|
||||
Other accrued expenses
|
|
73,689
|
|
|
1,444
|
|
|
—
|
|
|
75,133
|
|
||||
Total current liabilities
|
|
345,535
|
|
|
95,479
|
|
|
—
|
|
|
441,014
|
|
||||
Intercompany payable
|
|
—
|
|
|
451,601
|
|
|
(451,601
|
)
|
|
—
|
|
||||
Long-term debt
|
|
1,194,876
|
|
|
—
|
|
|
—
|
|
|
1,194,876
|
|
||||
Deferred income taxes
|
|
162,368
|
|
|
35,728
|
|
|
—
|
|
|
198,096
|
|
||||
Asset retirement obligations
|
|
79,904
|
|
|
5,408
|
|
|
—
|
|
|
85,312
|
|
||||
Liabilities held-for-sale
|
|
—
|
|
|
4,111
|
|
|
—
|
|
|
4,111
|
|
||||
Fair value of derivatives
|
|
1,364
|
|
|
—
|
|
|
—
|
|
|
1,364
|
|
||||
Other liabilities
|
|
91,452
|
|
|
1,212
|
|
|
—
|
|
|
92,664
|
|
||||
Total liabilities
|
|
1,875,499
|
|
|
593,539
|
|
|
(451,601
|
)
|
|
2,017,437
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Commitments and contingent liabilities
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Stockholders' Equity
|
|
|
|
|
|
|
|
|
||||||||
Common shares
|
|
661
|
|
|
—
|
|
|
—
|
|
|
661
|
|
||||
Additional paid-in capital
|
|
2,519,423
|
|
|
1,766,775
|
|
|
(1,766,775
|
)
|
|
2,519,423
|
|
||||
Retained earnings
|
|
8,727
|
|
|
(449,830
|
)
|
|
449,830
|
|
|
8,727
|
|
||||
Treasury shares
|
|
(2,103
|
)
|
|
—
|
|
|
—
|
|
|
(2,103
|
)
|
||||
Total stockholders' equity
|
|
2,526,708
|
|
|
1,316,945
|
|
|
(1,316,945
|
)
|
|
2,526,708
|
|
||||
Total Liabilities and Stockholders' Equity
|
|
$
|
4,402,207
|
|
|
$
|
1,910,484
|
|
|
$
|
(1,768,546
|
)
|
|
$
|
4,544,145
|
|
|
|
Condensed Consolidating Statements of Operations
|
||||||||||||||
|
|
Three Months Ended March 31, 2019
|
||||||||||||||
|
|
Parent
|
|
Guarantor
|
|
Eliminations
|
|
Consolidated
|
||||||||
|
|
(in thousands)
|
||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
|
|
|
|
|
|
|
|
||||||||
Crude oil, natural gas and NGLs sales
|
|
$
|
254,849
|
|
|
$
|
66,250
|
|
|
$
|
—
|
|
|
$
|
321,099
|
|
Commodity price risk management loss, net
|
|
(190,074
|
)
|
|
—
|
|
|
—
|
|
|
(190,074
|
)
|
||||
Other income
|
|
2,633
|
|
|
842
|
|
|
—
|
|
|
3,475
|
|
||||
Total revenues
|
|
67,408
|
|
|
67,092
|
|
|
—
|
|
|
134,500
|
|
||||
Costs, expenses and other
|
|
|
|
|
|
|
|
|
||||||||
Lease operating expenses
|
|
23,634
|
|
|
11,587
|
|
|
—
|
|
|
35,221
|
|
||||
Production taxes
|
|
15,885
|
|
|
6,283
|
|
|
—
|
|
|
22,168
|
|
||||
Transportation, gathering and processing expenses
|
|
5,440
|
|
|
5,984
|
|
|
—
|
|
|
11,424
|
|
||||
Exploration, geologic and geophysical expense
|
|
317
|
|
|
2,326
|
|
|
—
|
|
|
2,643
|
|
||||
Impairment of properties and equipment
|
|
—
|
|
|
7,875
|
|
|
—
|
|
|
7,875
|
|
||||
General and administrative expense
|
|
34,434
|
|
|
5,164
|
|
|
—
|
|
|
39,598
|
|
||||
Depreciation, depletion and amortization
|
|
112,631
|
|
|
38,791
|
|
|
—
|
|
|
151,422
|
|
||||
Accretion of asset retirement obligations
|
|
1,378
|
|
|
206
|
|
|
—
|
|
|
1,584
|
|
||||
(Gain) loss on sale of properties and equipment
|
|
(382
|
)
|
|
13
|
|
|
—
|
|
|
(369
|
)
|
||||
Other expenses
|
|
3,554
|
|
|
—
|
|
|
—
|
|
|
3,554
|
|
||||
Total costs, expenses and other
|
|
196,891
|
|
|
78,229
|
|
|
—
|
|
|
275,120
|
|
||||
Loss from operations
|
|
(129,483
|
)
|
|
(11,137
|
)
|
|
—
|
|
|
(140,620
|
)
|
||||
Interest expense
|
|
(17,935
|
)
|
|
957
|
|
|
—
|
|
|
(16,978
|
)
|
||||
Interest income
|
|
10
|
|
|
—
|
|
|
—
|
|
|
10
|
|
||||
Loss before income taxes
|
|
(147,408
|
)
|
|
(10,180
|
)
|
|
—
|
|
|
(157,588
|
)
|
||||
Income tax benefit
|
|
34,991
|
|
|
2,421
|
|
|
—
|
|
|
37,412
|
|
||||
Equity in loss of subsidiary
|
|
(7,759
|
)
|
|
—
|
|
|
7,759
|
|
|
—
|
|
||||
Net loss
|
|
$
|
(120,176
|
)
|
|
$
|
(7,759
|
)
|
|
$
|
7,759
|
|
|
$
|
(120,176
|
)
|
|
|
Condensed Consolidating Statements of Operations
|
||||||||||||||
|
|
Three Months Ended March 31, 2018
|
||||||||||||||
|
|
Parent
|
|
Guarantor
|
|
Eliminations
|
|
Consolidated
|
||||||||
|
|
(in thousands)
|
||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
|
|
|
|
|
|
|
|
||||||||
Crude oil, natural gas and NGLs sales
|
|
$
|
233,494
|
|
|
$
|
71,731
|
|
|
$
|
—
|
|
|
$
|
305,225
|
|
Commodity price risk management loss, net
|
|
(47,240
|
)
|
|
—
|
|
|
—
|
|
|
(47,240
|
)
|
||||
Other income
|
|
2,516
|
|
|
99
|
|
|
—
|
|
|
2,615
|
|
||||
Total revenues
|
|
188,770
|
|
|
71,830
|
|
|
—
|
|
|
260,600
|
|
||||
Costs, expenses and other
|
|
|
|
|
|
|
|
|
||||||||
Lease operating expenses
|
|
21,362
|
|
|
8,274
|
|
|
—
|
|
|
29,636
|
|
||||
Production taxes
|
|
16,081
|
|
|
4,088
|
|
|
—
|
|
|
20,169
|
|
||||
Transportation, gathering and processing expenses
|
|
3,231
|
|
|
4,082
|
|
|
—
|
|
|
7,313
|
|
||||
Exploration, geologic and geophysical expense
|
|
313
|
|
|
2,333
|
|
|
—
|
|
|
2,646
|
|
||||
Impairment of properties and equipment
|
|
6
|
|
|
33,182
|
|
|
—
|
|
|
33,188
|
|
||||
General and administrative expense
|
|
31,559
|
|
|
4,137
|
|
|
—
|
|
|
35,696
|
|
||||
Depreciation, depletion and amortization
|
|
94,376
|
|
|
32,412
|
|
|
—
|
|
|
126,788
|
|
||||
Accretion of asset retirement obligations
|
|
1,200
|
|
|
88
|
|
|
—
|
|
|
1,288
|
|
||||
Gain on sale of properties and equipment
|
|
1,432
|
|
|
—
|
|
|
—
|
|
|
1,432
|
|
||||
Other expenses
|
|
2,768
|
|
|
—
|
|
|
—
|
|
|
2,768
|
|
||||
Total costs, expenses and other
|
|
172,328
|
|
|
88,596
|
|
|
—
|
|
|
260,924
|
|
||||
Income (loss) from operations
|
|
16,442
|
|
|
(16,766
|
)
|
|
—
|
|
|
(324
|
)
|
||||
Interest expense
|
|
(18,097
|
)
|
|
568
|
|
|
—
|
|
|
(17,529
|
)
|
||||
Interest income
|
|
148
|
|
|
—
|
|
|
—
|
|
|
148
|
|
||||
Loss before income taxes
|
|
(1,507
|
)
|
|
(16,198
|
)
|
|
—
|
|
|
(17,705
|
)
|
||||
Income tax benefit
|
|
577
|
|
|
3,989
|
|
|
—
|
|
|
4,566
|
|
||||
Equity in loss of subsidiary
|
|
(12,209
|
)
|
|
—
|
|
|
12,209
|
|
|
—
|
|
||||
Net loss
|
|
$
|
(13,139
|
)
|
|
$
|
(12,209
|
)
|
|
$
|
12,209
|
|
|
$
|
(13,139
|
)
|
|
|
Condensed Consolidating Statements of Cash Flows
|
||||||||||||||
|
|
Three Months Ended March 31, 2019
|
||||||||||||||
|
|
Parent
|
|
Guarantor
|
|
Eliminations
|
|
Consolidated
|
||||||||
|
|
(in thousands)
|
||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||
Cash flows from operating activities
|
|
$
|
152,524
|
|
|
$
|
29,329
|
|
|
$
|
—
|
|
|
$
|
181,853
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures for development of crude oil and natural gas properties
|
|
(161,482
|
)
|
|
(105,458
|
)
|
|
—
|
|
|
(266,940
|
)
|
||||
Capital expenditures for other properties and equipment
|
|
(4,756
|
)
|
|
(70
|
)
|
|
—
|
|
|
(4,826
|
)
|
||||
Proceeds from sale of properties and equipment
|
|
102
|
|
|
—
|
|
|
—
|
|
|
102
|
|
||||
Intercompany transfers
|
|
(76,271
|
)
|
|
—
|
|
|
76,271
|
|
|
—
|
|
||||
Net cash from investing activities
|
|
(242,407
|
)
|
|
(105,528
|
)
|
|
76,271
|
|
|
(271,664
|
)
|
||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
||||||||
Proceeds from revolving credit facility
|
|
432,000
|
|
|
—
|
|
|
—
|
|
|
432,000
|
|
||||
Repayment of revolving credit facility
|
|
(340,500
|
)
|
|
—
|
|
|
—
|
|
|
(340,500
|
)
|
||||
Purchase of treasury stock
|
|
(1,460
|
)
|
|
—
|
|
|
—
|
|
|
(1,460
|
)
|
||||
Other
|
|
(443
|
)
|
|
(72
|
)
|
|
—
|
|
|
(515
|
)
|
||||
Intercompany transfers
|
|
—
|
|
|
76,271
|
|
|
(76,271
|
)
|
|
—
|
|
||||
Net cash from financing activities
|
|
89,597
|
|
|
76,199
|
|
|
(76,271
|
)
|
|
89,525
|
|
||||
Net change in cash, cash equivalents and restricted cash
|
|
(286
|
)
|
|
—
|
|
|
—
|
|
|
(286
|
)
|
||||
Cash, cash equivalents and restricted cash, beginning of period
|
|
9,399
|
|
|
—
|
|
|
—
|
|
|
9,399
|
|
||||
Cash, cash equivalents and restricted cash, end of period
|
|
$
|
9,113
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,113
|
|
|
|
Condensed Consolidating Statements of Cash Flows
|
||||||||||||||
|
|
Three Months Ended March 31, 2018
|
||||||||||||||
|
|
Parent
|
|
Guarantor
|
|
Eliminations
|
|
Consolidated
|
||||||||
|
|
(in thousands)
|
||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||
Cash flows from operating activities
|
|
$
|
149,009
|
|
|
$
|
56,140
|
|
|
$
|
—
|
|
|
$
|
205,149
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures for development of crude oil and natural gas properties
|
|
(97,286
|
)
|
|
(99,631
|
)
|
|
—
|
|
|
(196,917
|
)
|
||||
Capital expenditures for other properties and equipment
|
|
(701
|
)
|
|
(365
|
)
|
|
—
|
|
|
(1,066
|
)
|
||||
Acquisition of crude oil and natural gas properties
|
|
(180,825
|
)
|
|
—
|
|
|
—
|
|
|
(180,825
|
)
|
||||
Proceeds from sale of properties and equipment
|
|
20
|
|
|
—
|
|
|
—
|
|
|
20
|
|
||||
Proceeds from divestiture
|
|
39,023
|
|
|
—
|
|
|
—
|
|
|
39,023
|
|
||||
Restricted cash
|
|
1,249
|
|
|
—
|
|
|
—
|
|
|
1,249
|
|
||||
Intercompany transfers
|
|
(43,891
|
)
|
|
—
|
|
|
43,891
|
|
|
—
|
|
||||
Net cash from investing activities
|
|
(282,411
|
)
|
|
(99,996
|
)
|
|
43,891
|
|
|
(338,516
|
)
|
||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
||||||||
Proceeds from revolving credit facility
|
|
35,000
|
|
|
—
|
|
|
—
|
|
|
35,000
|
|
||||
Repayment of revolving credit facility
|
|
(35,000
|
)
|
|
—
|
|
|
—
|
|
|
(35,000
|
)
|
||||
Purchase of treasury stock
|
|
(2,255
|
)
|
|
—
|
|
|
—
|
|
|
(2,255
|
)
|
||||
Other
|
|
(344
|
)
|
|
(35
|
)
|
|
—
|
|
|
(379
|
)
|
||||
Intercompany transfers
|
|
—
|
|
|
43,891
|
|
|
(43,891
|
)
|
|
—
|
|
||||
Net cash from financing activities
|
|
(2,599
|
)
|
|
43,856
|
|
|
(43,891
|
)
|
|
(2,634
|
)
|
||||
Net change in cash, cash equivalents and restricted cash
|
|
(136,001
|
)
|
|
—
|
|
|
—
|
|
|
(136,001
|
)
|
||||
Cash, cash equivalents and restricted cash, beginning of period
|
|
189,925
|
|
|
—
|
|
|
—
|
|
|
189,925
|
|
||||
Cash, cash equivalents and restricted cash, end of period
|
|
$
|
53,924
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
53,924
|
|
|
|
Operated Wells
|
||||||||||||||||
|
|
Wattenberg Field
|
|
Delaware Basin
|
|
Total
|
||||||||||||
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
||||||
In-process as of December 31, 2018
|
|
133
|
|
|
122.4
|
|
|
18
|
|
|
17.4
|
|
|
151
|
|
|
139.8
|
|
Spud
|
|
38
|
|
|
36.7
|
|
|
10
|
|
|
9.4
|
|
|
48
|
|
|
46.1
|
|
Turned-in-line
|
|
(32
|
)
|
|
(28.9
|
)
|
|
(9
|
)
|
|
(8.7
|
)
|
|
(41
|
)
|
|
(37.6
|
)
|
In-process as of March 31, 2019
|
|
139
|
|
|
130.2
|
|
|
19
|
|
|
18.1
|
|
|
158
|
|
|
148.3
|
|
|
|
Non-Operated Wells
|
||||||||||||||||
|
|
Wattenberg Field
|
|
Delaware Basin
|
|
Total
|
||||||||||||
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
||||||
In-process as of December 31, 2018
|
|
5
|
|
|
2.0
|
|
|
6
|
|
|
0.9
|
|
|
11
|
|
|
2.9
|
|
Spud
|
|
12
|
|
|
1.7
|
|
|
2
|
|
|
0.4
|
|
|
14
|
|
|
2.1
|
|
Turned-in-line
|
|
(8
|
)
|
|
(0.1
|
)
|
|
(2
|
)
|
|
(0.1
|
)
|
|
(10
|
)
|
|
(0.2
|
)
|
In-process as of March 31, 2019
|
|
9
|
|
|
3.6
|
|
|
6
|
|
|
1.2
|
|
|
15
|
|
|
4.8
|
|
|
Low
|
|
High
|
||||
Operating Expenses
|
|||||||
Lease operating expenses ($/Boe)
|
$
|
2.85
|
|
|
$
|
3.15
|
|
Transportation, gathering and processing expenses ("TGP") ($/Boe)
|
$
|
0.80
|
|
|
$
|
1.00
|
|
Production taxes (% of crude oil, natural gas and NGLs sales)
|
6
|
%
|
|
7
|
%
|
||
General and administrative expense ("G&A") ($/Boe) (1)
|
$
|
3.00
|
|
|
$
|
3.40
|
|
|
|
|
|
||||
Estimated Price Realizations (% of NYMEX, excludes TGP)
|
|||||||
Crude oil
|
90%
|
|
95%
|
||||
Natural gas
|
50%
|
|
55%
|
||||
NGLs
|
30%
|
|
35%
|
(1)
|
The 2019 guidance for G&A does not include expenses associated with shareholder activism. Management is taking steps within its control to target full-year G&A per Boe, including these expenses, to be within range.
|
|
Three Months Ended March 31,
|
|||||||||
|
2019
|
|
2018
|
|
Percent Change
|
|||||
|
(dollars in millions, except per unit data)
|
|||||||||
Production
|
|
|
|
|
|
|||||
Crude oil (MBbls)
|
4,525
|
|
|
3,798
|
|
|
19.1
|
%
|
||
Natural gas (MMcf)
|
25,651
|
|
|
19,587
|
|
|
31.0
|
%
|
||
NGLs (MBbls)
|
2,415
|
|
|
1,846
|
|
|
30.8
|
%
|
||
Crude oil equivalent (MBoe)
|
11,215
|
|
|
8,908
|
|
|
25.9
|
%
|
||
Average Boe per day (Boe)
|
124,611
|
|
|
98,980
|
|
|
25.9
|
%
|
||
Crude Oil, Natural Gas and NGLs Sales
|
|
|
|
|
|
|||||
Crude oil
|
$
|
231.1
|
|
|
$
|
226.4
|
|
|
2.1
|
%
|
Natural gas
|
52.5
|
|
|
38.6
|
|
|
36.0
|
%
|
||
NGLs
|
37.5
|
|
|
40.2
|
|
|
(6.7
|
)%
|
||
Total crude oil, natural gas and NGLs sales
|
$
|
321.1
|
|
|
$
|
305.2
|
|
|
5.2
|
%
|
|
|
|
|
|
|
|||||
Net Settlements on Commodity Derivatives
|
|
|
|
|
|
|||||
Crude oil
|
$
|
(2.9
|
)
|
|
$
|
(27.0
|
)
|
|
(89.3
|
)%
|
Natural gas
|
(5.6
|
)
|
|
2.7
|
|
|
*
|
|
||
NGLs (propane portion)
|
—
|
|
|
(1.7
|
)
|
|
(100.0
|
)%
|
||
Total net settlements on derivatives
|
$
|
(8.5
|
)
|
|
$
|
(26.0
|
)
|
|
(67.3
|
)%
|
|
|
|
|
|
|
|||||
Average Sales Price (excluding net settlements on derivatives)
|
|
|
||||||||
Crude oil (per Bbl)
|
$
|
51.06
|
|
|
$
|
59.62
|
|
|
(14.4
|
)%
|
Natural gas (per Mcf)
|
2.05
|
|
|
1.97
|
|
|
4.1
|
%
|
||
NGLs (per Bbl)
|
15.55
|
|
|
21.80
|
|
|
(28.7
|
)%
|
||
Crude oil equivalent (per Boe)
|
28.63
|
|
|
34.26
|
|
|
(16.4
|
)%
|
||
|
|
|
|
|
|
|||||
Average Costs and Expenses (per Boe)
|
|
|
|
|
|
|||||
Lease operating expenses
|
$
|
3.14
|
|
|
$
|
3.33
|
|
|
(5.7
|
)%
|
Production taxes
|
1.98
|
|
|
2.26
|
|
|
(12.4
|
)%
|
||
Transportation, gathering and processing expenses
|
1.02
|
|
|
0.82
|
|
|
24.4
|
%
|
||
General and administrative expense
|
3.53
|
|
|
4.01
|
|
|
(12.0
|
)%
|
||
Depreciation, depletion and amortization
|
13.50
|
|
|
14.23
|
|
|
(5.1
|
)%
|
||
|
|
|
|
|
|
|||||
Lease Operating Expenses by Operating Region (per Boe)
|
|
|
|
|
||||||
Wattenberg Field
|
$
|
2.63
|
|
|
$
|
3.02
|
|
|
(12.9
|
)%
|
Delaware Basin
|
5.15
|
|
|
4.44
|
|
|
16.0
|
%
|
||
Utica Shale (1)
|
—
|
|
|
3.46
|
|
|
(100.0
|
)%
|
*
|
Percent change is not meaningful.
|
|||
|
Amounts may not recalculate due to rounding.
|
|
|
|
|
(1) In March 2018, we completed the disposition of our Utica Shale properties.
|
|
Three Months Ended March 31, 2019
|
||
|
(in millions)
|
||
Increase in production
|
$
|
67.7
|
|
Decrease in average crude oil price
|
(38.7
|
)
|
|
Increase in average natural gas price
|
2.0
|
|
|
Decrease in average NGLs price
|
(15.1
|
)
|
|
Total increase in crude oil, natural gas and NGLs sales revenue
|
$
|
15.9
|
|
|
|
Three Months Ended March 31,
|
|||||||
Production by Operating Region
|
|
2019
|
|
2018
|
|
Percent Change
|
|||
Crude oil (MBbls)
|
|
|
|
|
|
|
|||
Wattenberg Field
|
|
3,571
|
|
|
2,881
|
|
|
24.0
|
%
|
Delaware Basin
|
|
954
|
|
|
871
|
|
|
9.5
|
%
|
Utica Shale (1)
|
|
—
|
|
|
46
|
|
|
(100.0
|
)%
|
Total
|
|
4,525
|
|
|
3,798
|
|
|
19.1
|
%
|
Natural gas (MMcf)
|
|
|
|
|
|
|
|||
Wattenberg Field
|
|
20,961
|
|
|
15,524
|
|
|
35.0
|
%
|
Delaware Basin
|
|
4,690
|
|
|
3,649
|
|
|
28.5
|
%
|
Utica Shale (1)
|
|
—
|
|
|
414
|
|
|
(100.0
|
)%
|
Total
|
|
25,651
|
|
|
19,587
|
|
|
31.0
|
%
|
NGLs (MBbls)
|
|
|
|
|
|
|
|||
Wattenberg Field
|
|
1,901
|
|
|
1,428
|
|
|
33.1
|
%
|
Delaware Basin
|
|
514
|
|
|
383
|
|
|
34.2
|
%
|
Utica Shale (1)
|
|
—
|
|
|
35
|
|
|
(100.0
|
)%
|
Total
|
|
2,415
|
|
|
1,846
|
|
|
30.8
|
%
|
Crude oil equivalent (MBoe)
|
|
|
|
|
|
|
|||
Wattenberg Field
|
|
8,965
|
|
|
6,896
|
|
|
30.0
|
%
|
Delaware Basin
|
|
2,250
|
|
|
1,862
|
|
|
20.8
|
%
|
Utica Shale (1)
|
|
—
|
|
|
150
|
|
|
(100.0
|
)%
|
Total
|
|
11,215
|
|
|
8,908
|
|
|
25.9
|
%
|
Average crude oil equivalent per day (Boe)
|
|
|
|
|
|||||
Wattenberg Field
|
|
99,611
|
|
|
76,623
|
|
|
30.0
|
%
|
Delaware Basin
|
|
25,000
|
|
|
20,690
|
|
|
20.8
|
%
|
Utica Shale (1)
|
|
—
|
|
|
1,667
|
|
|
(100.0
|
)%
|
Total
|
|
124,611
|
|
|
98,980
|
|
|
25.9
|
%
|
Amounts may not recalculate due to rounding.
|
|
(1) In March 2018, we completed the disposition of our Utica Shale properties.
|
|
|
Three Months Ended March 31,
|
|||||||||
Weighted-Average Realized Sales Price by Operating Region
|
|
|
|
|
|
Percent Change
|
|||||
(excluding net settlements on derivatives)
|
|
2019
|
|
2018
|
|
||||||
Crude oil (per Bbl)
|
|
|
|
|
|
|
|||||
Wattenberg Field
|
|
$
|
50.52
|
|
|
$
|
59.13
|
|
|
(14.6
|
)%
|
Delaware Basin
|
|
53.11
|
|
|
61.34
|
|
|
(13.4
|
)%
|
||
Utica Shale (1)
|
|
—
|
|
|
58.10
|
|
|
(100.0
|
)%
|
||
Weighted-average price
|
|
51.06
|
|
|
59.62
|
|
|
(14.4
|
)%
|
||
Natural gas (per Mcf)
|
|
|
|
|
|
|
|||||
Wattenberg Field
|
|
$
|
2.23
|
|
|
$
|
1.92
|
|
|
16.1
|
%
|
Delaware Basin
|
|
1.23
|
|
|
2.10
|
|
|
(41.4
|
)%
|
||
Utica Shale (1)
|
|
—
|
|
|
2.68
|
|
|
(100.0
|
)%
|
||
Weighted-average price
|
|
2.05
|
|
|
1.97
|
|
|
4.1
|
%
|
||
NGLs (per Bbl)
|
|
|
|
|
|
|
|||||
Wattenberg Field
|
|
$
|
14.59
|
|
|
$
|
20.14
|
|
|
(27.6
|
)%
|
Delaware Basin
|
|
19.11
|
|
|
27.76
|
|
|
(31.2
|
)%
|
||
Utica Shale (1)
|
|
—
|
|
|
24.29
|
|
|
(100.0
|
)%
|
||
Weighted-average price
|
|
15.55
|
|
|
21.80
|
|
|
(28.7
|
)%
|
||
Crude oil equivalent (per Boe)
|
|
|
|
|
|
|
|||||
Wattenberg Field
|
|
$
|
28.43
|
|
|
$
|
33.18
|
|
|
(14.3
|
)%
|
Delaware Basin
|
|
29.45
|
|
|
38.52
|
|
|
(23.5
|
)%
|
||
Utica Shale (1)
|
|
—
|
|
|
30.98
|
|
|
(100.0
|
)%
|
||
Weighted-average price
|
|
28.63
|
|
|
34.26
|
|
|
(16.4
|
)%
|
Amounts may not recalculate due to rounding.
|
|
(1) In March 2018, we completed the disposition of our Utica Shale properties.
|
For the Three Months Ended March 31, 2019
|
|
Average NYMEX Price
|
|
Average Realized Price Before Transportation, Gathering and Processing Expenses
|
|
Average Realization Percentage Before Transportation, Gathering and Processing Expenses
|
|
Average Transportation, Gathering and Processing Expenses
|
|
Average Realized Price After Transportation, Gathering and Processing Expenses
|
|
Average Realization Percentage After Transportation, Gathering and Processing Expenses
|
||||||||||
Crude oil (per Bbl)
|
|
$
|
54.90
|
|
|
$
|
51.06
|
|
|
93
|
%
|
|
$
|
1.21
|
|
|
$
|
49.85
|
|
|
91
|
%
|
Natural gas (per MMBtu)
|
|
3.15
|
|
|
2.05
|
|
|
65
|
%
|
|
0.19
|
|
|
1.86
|
|
|
59
|
%
|
||||
NGLs (per Bbl)
|
|
54.90
|
|
|
15.55
|
|
|
28
|
%
|
|
0.24
|
|
|
15.31
|
|
|
28
|
%
|
||||
Crude oil equivalent (per Boe)
|
|
41.17
|
|
|
28.63
|
|
|
70
|
%
|
|
0.98
|
|
|
27.65
|
|
|
67
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
For the Three Months Ended March 31, 2018
|
|
Average NYMEX Price
|
|
Average Realized Price Before Transportation, Gathering and Processing Expenses
|
|
Average Realization Percentage Before Transportation, Gathering and Processing Expenses
|
|
Average Transportation, Gathering and Processing Expenses
|
|
Average Realized Price After Transportation, Gathering and Processing Expenses
|
|
Average Realization Percentage After Transportation, Gathering and Processing Expenses
|
||||||||||
Crude oil (per Bbl)
|
|
$
|
62.87
|
|
|
$
|
59.62
|
|
|
95
|
%
|
|
$
|
0.67
|
|
|
$
|
58.95
|
|
|
94
|
%
|
Natural gas (per MMBtu)
|
|
3.00
|
|
|
1.97
|
|
|
66
|
%
|
|
0.22
|
|
|
1.75
|
|
|
58
|
%
|
||||
NGLs (per Bbl)
|
|
62.87
|
|
|
21.80
|
|
|
35
|
%
|
|
0.24
|
|
|
21.56
|
|
|
34
|
%
|
||||
Crude oil equivalent (per Boe)
|
|
46.43
|
|
|
34.26
|
|
|
74
|
%
|
|
0.82
|
|
|
33.44
|
|
|
72
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in millions)
|
||||||
Commodity price risk management loss, net:
|
|
|
|
||||
Net settlements of commodity derivative instruments:
|
|
|
|
||||
Crude oil fixed price swaps, collars and rollfactors
|
$
|
(2.9
|
)
|
|
$
|
(26.8
|
)
|
Crude oil basis protection swaps
|
—
|
|
|
(0.2
|
)
|
||
Natural gas fixed price swaps and collars
|
(1.6
|
)
|
|
0.1
|
|
||
Natural gas basis protection swaps
|
(4.0
|
)
|
|
2.6
|
|
||
NGLs (propane portion) fixed price swaps
|
—
|
|
|
(1.7
|
)
|
||
Total net settlements of commodity derivative instruments
|
(8.5
|
)
|
|
(26.0
|
)
|
||
Change in fair value of unsettled commodity derivative instruments:
|
|
|
|
||||
Reclassification of settlements included in prior period changes in fair value of commodity derivative instruments
|
(18.5
|
)
|
|
20.3
|
|
||
Crude oil fixed price swaps, collars and rollfactors
|
(159.4
|
)
|
|
(52.6
|
)
|
||
Natural gas fixed price swaps and collars
|
(0.3
|
)
|
|
(0.8
|
)
|
||
Natural gas basis protection swaps
|
(3.4
|
)
|
|
10.6
|
|
||
NGLs (propane portion) fixed price swaps
|
—
|
|
|
1.3
|
|
||
Net change in fair value of unsettled commodity derivative instruments
|
(181.6
|
)
|
|
(21.2
|
)
|
||
Total commodity price risk management loss, net
|
$
|
(190.1
|
)
|
|
$
|
(47.2
|
)
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in millions)
|
||||||
|
|
|
|
||||
Impairment of proved and unproved properties
|
$
|
7.9
|
|
|
$
|
33.1
|
|
Amortization of individually insignificant unproved properties
|
—
|
|
|
0.1
|
|
||
Impairment of crude oil and natural gas properties
|
$
|
7.9
|
|
|
$
|
33.2
|
|
|
|
Three Months Ended March 31, 2019
|
||
|
|
(in thousands)
|
||
Increase in production
|
|
$
|
34,551
|
|
Decrease in weighted-average depreciation, depletion and amortization rates
|
|
(9,427
|
)
|
|
Total increase in DD&A expense related to crude oil and natural gas properties
|
|
$
|
25,124
|
|
|
|
Three Months Ended March 31,
|
||||||
Operating Region/Area
|
|
2019
|
|
2018
|
||||
|
|
(per Boe)
|
||||||
Wattenberg Field
|
|
$
|
12.44
|
|
|
$
|
13.53
|
|
Delaware Basin
|
|
17.08
|
|
|
16.91
|
|
||
Total weighted-average
|
|
$
|
13.37
|
|
|
$
|
14.01
|
|
•
|
operating performance and return on capital as compared to our peers;
|
•
|
financial performance of our assets and our valuation without regard to financing methods, capital structure or historical cost basis;
|
•
|
our ability to generate sufficient cash to service our debt obligations; and
|
•
|
the viability of acquisition opportunities and capital expenditure projects, including the related rate of return.
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in millions)
|
||||||
Adjusted cash flows from operations:
|
|
|
|
||||
Net cash from operating activities
|
$
|
181.9
|
|
|
$
|
205.1
|
|
Changes in assets and liabilities
|
10.7
|
|
|
(30.2
|
)
|
||
Adjusted cash flows from operations
|
$
|
192.6
|
|
|
$
|
174.9
|
|
|
|
|
|
||||
Adjusted net income:
|
|
|
|
||||
Net loss
|
$
|
(120.2
|
)
|
|
$
|
(13.1
|
)
|
Loss on commodity derivative instruments
|
190.1
|
|
|
47.2
|
|
||
Net settlements on commodity derivative instruments
|
(8.5
|
)
|
|
(26.0
|
)
|
||
Tax effect of above adjustments
|
(43.4
|
)
|
|
(5.1
|
)
|
||
Adjusted net income
|
$
|
18.0
|
|
|
$
|
3.0
|
|
|
|
|
|
||||
Net loss to adjusted EBITDAX:
|
|
|
|
||||
Net loss
|
$
|
(120.2
|
)
|
|
$
|
(13.1
|
)
|
Loss on commodity derivative instruments
|
190.1
|
|
|
47.2
|
|
||
Net settlements on commodity derivative instruments
|
(8.5
|
)
|
|
(26.0
|
)
|
||
Non-cash stock-based compensation
|
4.7
|
|
|
5.3
|
|
||
Interest expense, net
|
17.0
|
|
|
17.4
|
|
||
Income tax benefit
|
(37.4
|
)
|
|
(4.6
|
)
|
||
Impairment of properties and equipment
|
7.9
|
|
|
33.2
|
|
||
Exploration, geologic and geophysical expense
|
2.6
|
|
|
2.6
|
|
||
Depreciation, depletion and amortization
|
151.4
|
|
|
126.8
|
|
||
Accretion of asset retirement obligations
|
1.6
|
|
|
1.3
|
|
||
Adjusted EBITDAX
|
$
|
209.2
|
|
|
$
|
190.1
|
|
|
|
|
|
||||
Cash from operating activities to adjusted EBITDAX:
|
|
|
|
||||
Net cash from operating activities
|
$
|
181.9
|
|
|
$
|
205.1
|
|
Interest expense, net
|
17.0
|
|
|
17.4
|
|
||
Amortization of debt discount and issuance costs
|
(3.3
|
)
|
|
(3.2
|
)
|
||
Gain (loss) on sale of properties and equipment
|
0.4
|
|
|
(1.4
|
)
|
||
Exploration, geologic and geophysical expense
|
2.6
|
|
|
2.6
|
|
||
Other
|
(0.1
|
)
|
|
(0.2
|
)
|
||
Changes in assets and liabilities
|
10.7
|
|
|
(30.2
|
)
|
||
Adjusted EBITDAX
|
$
|
209.2
|
|
|
$
|
190.1
|
|
Period
|
|
Total Number of Shares Purchased (1)
|
|
Average Price Paid per Share
|
|||
|
|
|
|
|
|||
January 1 - 31, 2019
|
|
27,069
|
|
|
$
|
32.83
|
|
February 1 - 28, 2019
|
|
14,718
|
|
|
38.81
|
|
|
March 1 - 31, 2019
|
|
—
|
|
|
—
|
|
|
Total first quarter 2019 purchases
|
|
41,787
|
|
|
$
|
34.94
|
|
|
|
|
|
|
(1)
|
Purchases represent shares purchased from employees for the payment of their tax liabilities related to the vesting of securities issued pursuant to our stock-based compensation plans.
|
|
|
|
|
Incorporated by Reference
|
|
|
||||||
Exhibit Number
|
|
Exhibit Description
|
|
Form
|
|
SEC File Number
|
|
Exhibit
|
|
Filing Date
|
|
Filed Herewith
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.1
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.2
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32.1*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
99.1
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
99.2
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
99.3
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
99.4
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
|
PDC Energy, Inc.
|
|
(Registrant)
|
|
|
|
|
|
|
|
|
Date: May 1, 2019
|
/s/ Barton Brookman
|
|
Barton Brookman
|
|
President and Chief Executive Officer
|
|
(principal executive officer)
|
|
|
|
/s/ R. Scott Meyers
|
|
R. Scott Meyers
|
|
Senior Vice President and Chief Financial Officer
|
|
(principal financial officer)
|
|
|
|
|
|
|
|
|
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of PDC Energy, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
May 1, 2019
|
|
/s/ Barton Brookman
|
|
Barton Brookman
|
|
President and Chief Executive Officer
|
|
(principal executive officer)
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of PDC Energy, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
May 1, 2019
|
|
/s/ R. Scott Meyers
|
|
R. Scott Meyers
|
|
Senior Vice President and Chief Financial Officer
|
|
(principal financial officer)
|
1.
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Barton Brookman
|
|
May 1, 2019
|
Barton Brookman
|
|
|
President and Chief Executive Officer
|
|
|
(principal executive officer)
|
|
|
|
|
|
/s/ R. Scott Meyers
|
|
May 1, 2019
|
R. Scott Meyers
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
(principal financial officer)
|
|
|
•
|
If the Company is ranked at or above the 90th percentile of the Peer Companies, including the Company, 200% of the Target Award
|
•
|
If the Company is ranked at the 50th percentile or median of the Peer Companies, including the Company, 100% of the Target Award
|
•
|
If the Company is ranked at the 25th percentile of the Peer Companies, including the Company, 50% of the Target Award
|
•
|
If the Company is ranked below the 25th percentile of the Peer Companies, including the Company, no award will be paid
|
•
|
Callon Petroleum Company (CPE)
|
•
|
Carrizo Oil & Gas Inc. (CRZO)
|
•
|
Centennial Resource Development Inc. (CDEV)
|
•
|
Cimarex Energy Co. (XEC)
|
•
|
Extraction Oil and Gas, Inc. (XOG)
|
•
|
Jagged Peak Energy Inc. (JAG)
|
•
|
Laredo Petroleum Holdings, Inc. (LPI)
|
•
|
Matador Resources Company (MTDR)
|
•
|
Oasis Petroleum Inc. (OAS)
|
•
|
Parsley Energy, Inc. (PE)
|
•
|
QEP Resources, Inc. (QEP)
|
•
|
SM Energy Company (SM)
|
•
|
SRC Energy Inc. (SRCI)
|
•
|
WPX Energy, Inc. (WPX)
|
Grant Date
|
[GRANT DATE]
|
Number of Restricted Stock Units
|
__________.
|
Vesting Schedule
|
Except as set forth below, your Restricted Stock Units will vest on the one (1) year anniversary of the Grant Date (the “Scheduled Vesting Date”), subject to your continued provision of service on the Board from the Grant Date through such date.
|
Special Vesting Events
|
Notwithstanding the above, any unvested Restricted Stock Units shall become vested in full upon the occurrence of any of the following:
(1) your retirement from the Board in compliance with the Board’s retirement policy as then in effect;
(2) the termination of your service on the Board as a result of your not being nominated for reelection by the Board;
(3) the termination of your service on the Board because of your resignation or failure to stand for reelection with the consent of the Company’s Board (which means approval by at least 80% of the directors voting, with you abstaining);
(4) the termination of your service on the Board because of your resignation or failure to stand for reelection with the consent of the Company’s Board (which means approval by at least 80% of the directors voting, with you abstaining);
(5) the termination of your service on the Board because you, although nominated for reelection by the Board, are not reelected by the Company’s stockholders;
(6) the termination of your service on the Board because of (i) your resignation at the request of the Nominating and Governance Committee of the Board (or successor committee), (ii) your removal by action of the stockholders or by the Board, or (iii) a Change in Control of the Company; or
(7) the termination of your service on the Board because of death or Disability.
(8) A termination of your service on the Board for any reason not described in (1) through (6) above (including, but not limited to, a removal or resignation for cause) will result in a forfeiture on the date of termination of all Restricted Stock Units not previously vested.
|
Payment
|
The Company shall issue to you one share of Common Stock for each Restricted Stock Unit that vests hereunder, with the delivery of such Common Stock to occur upon the first of the following coincident with or following vesting: (i) the Scheduled Vesting Date of such Restricted Stock Units, (ii) your Separation from Service (as defined for purposes of Code Section 409A), or (ii) a Change in Control (the first event to occur being the “Applicable Payment Event”).
|
Dividend Equivalent Right
|
Restricted Stock Units shall have related dividend equivalent rights, which shall entitle you to receive an additional amount in cash in respect of your vested Restricted Stock Units equal to the value of all dividends and distributions made between the Grant Date and the payment date with respect to a number of shares of Common Stock equal to the number of Restricted Stock Units paid on such date (the “Dividend Equivalent Amounts”). The Dividend Equivalent Amounts shall be accumulated and paid at the same time as the vested Restricted Stock Units to which they relate. In the event the related Restricted Stock Units are forfeited, the accumulated Dividends Equivalent Amounts will also be forfeited.
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Stockholder Rights
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You have no stockholder rights with respect to the Restricted Stock Units.
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Other Terms and Conditions
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Are set forth in the accompanying Restricted Stock Unit Grant Terms and Conditions and the Plan.
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Grant Date
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February 20, 2019
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Number of Restricted Stock Units
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__________.
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Vesting Schedule
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Except as set forth below, your Restricted Stock Units shall vest in annual installments over three (3) years provided you remain in Continuous Service from the Grant Date to the applicable “Scheduled Vesting Date,” as set forth below:
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Number of RSUs Vested
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Scheduled Vesting Date
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2/20/2020
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2/20/2021
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2/20/2022
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The term “Continuous Service” shall mean your uninterrupted service to the Company or an Affiliate as an Employee, Non-Employee Director, or consultant. The Committee shall determine in its discretion whether and when your Continuous Service has ended (including as a result of any leave of absence); provided, however, that your Continuous Service shall not be deemed to have ended in the event you retire or otherwise terminate as an Employee but continue to perform services for the Company as a Non-Employee Director or consultant.
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Special Vesting Events
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Certain terminations of Continuous Service
In the event of the termination of your Continuous Service due to death or Disability, as defined in the Plan, or due to a termination without Cause or your voluntary resignation for Good Reason (as the terms “Cause” and “Good Reason” are defined in your employment agreement, if any, or if none, in any Company severance plan in which you are a participant), any unvested Restricted Stock Units will vest as of your date of termination.
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Payment
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The Company shall issue to you one share of Common Stock for each Restricted Stock Unit that vests hereunder, with the delivery of such Common Stock to occur upon the first of: (i) the Scheduled Vesting Date of such Restricted Stock Units, or (ii) your “Separation from Service” (as defined in the Plan) (the first event to occur being the “Applicable Payment Event”). Notwithstanding the foregoing, if and only if (i) the Restricted Stock Units provided hereunder are non-qualified deferred compensation subject to Code Section 409A, (ii) you are a “specified employee” as defined for purposes of Code Section 409A, and (iii) distribution would otherwise be made on the date of the your Separation from Service, then distribution shall be delayed until the sooner of (x) the date that is 6 months and one day following the date of such Separation from Service, (y) your death, or (z) such sooner date as may be permitted under Code Section 409A.
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Dividend Equivalent Right
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Restricted Stock Units shall have related dividend equivalent rights, which shall entitle you to receive an additional amount in cash in respect of your vested Restricted Stock Units equal to the value of all dividends and distributions made between the Grant Date and the payment date with respect to a number of shares of Common Stock equal to the number of Restricted Stock Units paid on such date (the “Dividend Equivalent Amounts”). The Dividend Equivalent Amounts shall be accumulated and paid at the same time as the vested Restricted Stock Units to which they relate. In the event the related Restricted Stock Units are forfeited, the accumulated Dividends Equivalent Amounts will also be forfeited.
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Stockholder Rights
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You have no stockholder rights with respect to the Restricted Stock Units.
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Other Terms and Conditions
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Are set forth in the accompanying Restricted Stock Unit Grant Terms and Conditions and the Plan.
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Grant Date
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February 20, 2019
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Number of Restricted Stock Units
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__________.
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Vesting Schedule
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Except as set forth below, your Restricted Stock Units shall vest in annual installments over three (3) years provided you remain in Continuous Service from the Grant Date to the applicable “Scheduled Vesting Date,” as set forth below:
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Number of RSUs Vested
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Scheduled Vesting Date
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2/20/2020
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2/20/2021
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2/20/2022
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The term “Continuous Service” shall mean your uninterrupted service to the Company or an Affiliate as an employee, non-employee director, or consultant. The Administrator shall determine in its discretion whether and when your Continuous Service has ended (including as a result of any leave of absence); provided, however, that your Continuous Service shall not be deemed to have ended in the event you retire or otherwise terminate as an employee but continue to perform services for the Company as a non-employee director or consultant.
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Special Vesting Events
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Certain terminations of Continuous Service
In the event of the termination of your Continuous Service due to death or Disability, as defined in the Plan, or due to a termination without Cause or your voluntary resignation for Good Reason (as the terms “Cause” and “Good Reason” are defined in your employment agreement, if any, or if none, in any Company severance plan in which you are a participant), any unvested Restricted Stock Units will vest as of your date of termination.
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Payment
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The Company shall issue to you one share of Common Stock for each Restricted Stock Unit that vests hereunder, with the delivery of such Common Stock to occur upon the first of: (i) the Scheduled Vesting Date of such Restricted Stock Units, or (ii) your “Separation from Service” (as defined for purposes of Code Section 409A) (the first event to occur being the “Applicable Payment Event”). Notwithstanding the foregoing, if and only if (i) the Restricted Stock Units provided hereunder are non-qualified deferred compensation subject to Code Section 409A, (ii) you are a “specified employee” as defined for purposes of Code Section 409A, and (iii) distribution would otherwise be made on the date of the your Separation from Service, then distribution shall be delayed until the sooner of (x) the date that is 6 months and one day following the date of such Separation from Service, (y) your death, or (z) such sooner date as may be permitted under Code Section 409A.
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Dividend Equivalent Right
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Restricted Stock Units shall have related dividend equivalent rights, which shall entitle you to receive an additional amount in cash in respect of your vested Restricted Stock Units equal to the value of all dividends and distributions made between the Grant Date and the payment date with respect to a number of shares of Common Stock equal to the number of Restricted Stock Units paid on such date (the “Dividend Equivalent Amounts”). The Dividend Equivalent Amounts shall be accumulated and paid at the same time as the vested Restricted Stock Units to which they relate. In the event the related Restricted Stock Units are forfeited, the accumulated Dividends Equivalent Amounts will also be forfeited.
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Stockholder Rights
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You have no stockholder rights with respect to the Restricted Stock Units.
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Other Terms and Conditions
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Are set forth in the accompanying Restricted Stock Unit Grant Terms and Conditions and the Plan.
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