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(Mark One)
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☒
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Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
|
For the Quarterly Period ended
|
June 30, 2019
|
|
or
|
||
☐
|
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
|
For the transition period from _______________ to _______________
|
|
Delaware
|
|
45-0466694
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||
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(State or other jurisdiction of
incorporation or organization)
|
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(I.R.S. Employer
Identification No.)
|
||
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1700 Lincoln Street, Suite 3700
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Denver
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Colorado
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80203
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
|
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock ($0.01 par value)
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|
XEC
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New York Stock Exchange
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Page
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June 30,
|
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December 31,
|
||||
|
|
2019
|
|
2018
|
||||
Assets
|
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
19,414
|
|
|
$
|
800,666
|
|
Accounts receivable, net of allowance:
|
|
|
|
|
|
|
||
Trade
|
|
111,745
|
|
|
122,065
|
|
||
Oil and gas sales
|
|
267,821
|
|
|
315,063
|
|
||
Gas gathering, processing, and marketing
|
|
7,796
|
|
|
17,072
|
|
||
Oil and gas well equipment and supplies
|
|
58,306
|
|
|
55,553
|
|
||
Derivative instruments
|
|
42,957
|
|
|
101,939
|
|
||
Prepaid expenses
|
|
8,985
|
|
|
7,554
|
|
||
Other current assets
|
|
3,032
|
|
|
4,227
|
|
||
Total current assets
|
|
520,056
|
|
|
1,424,139
|
|
||
Oil and gas properties at cost, using the full cost method of accounting:
|
|
|
|
|
|
|
||
Proved properties
|
|
19,846,426
|
|
|
18,566,757
|
|
||
Unproved properties and properties under development, not being amortized
|
|
1,564,074
|
|
|
436,325
|
|
||
|
|
21,410,500
|
|
|
19,003,082
|
|
||
Less—accumulated depreciation, depletion, amortization, and impairment
|
|
(15,659,363
|
)
|
|
(15,287,752
|
)
|
||
Net oil and gas properties
|
|
5,751,137
|
|
|
3,715,330
|
|
||
Fixed assets, net of accumulated depreciation of $356,631 and $324,631, respectively
|
|
526,429
|
|
|
257,686
|
|
||
Goodwill
|
|
727,573
|
|
|
620,232
|
|
||
Derivative instruments
|
|
613
|
|
|
9,246
|
|
||
Other assets
|
|
70,126
|
|
|
35,451
|
|
||
|
|
$
|
7,595,934
|
|
|
$
|
6,062,084
|
|
Liabilities, Redeemable Preferred Stock, and Stockholders’ Equity
|
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
|
||
Accounts payable:
|
|
|
|
|
|
|||
Trade
|
|
$
|
104,142
|
|
|
$
|
76,927
|
|
Gas gathering, processing, and marketing
|
|
14,934
|
|
|
29,887
|
|
||
Accrued liabilities:
|
|
|
|
|
|
|
||
Exploration and development
|
|
108,299
|
|
|
124,674
|
|
||
Taxes other than income
|
|
38,201
|
|
|
33,622
|
|
||
Other
|
|
250,710
|
|
|
221,159
|
|
||
Derivative instruments
|
|
50,056
|
|
|
27,627
|
|
||
Revenue payable
|
|
186,206
|
|
|
194,811
|
|
||
Operating leases
|
|
62,119
|
|
|
—
|
|
||
Total current liabilities
|
|
814,667
|
|
|
708,707
|
|
||
Long-term debt principal
|
|
2,000,000
|
|
|
1,500,000
|
|
||
Less—unamortized debt issuance costs and discounts
|
|
(15,770
|
)
|
|
(11,446
|
)
|
||
Long-term debt, net
|
|
1,984,230
|
|
|
1,488,554
|
|
||
Deferred income taxes
|
|
439,429
|
|
|
334,473
|
|
||
Asset retirement obligation
|
|
157,381
|
|
|
152,758
|
|
||
Derivative instruments
|
|
840
|
|
|
2,267
|
|
||
Operating leases
|
|
191,413
|
|
|
—
|
|
||
Other liabilities
|
|
64,461
|
|
|
45,539
|
|
||
Total liabilities
|
|
3,652,421
|
|
|
2,732,298
|
|
||
Commitments and contingencies (Note 10)
|
|
|
|
|
|
|
||
Redeemable preferred stock - 8.125% Series A Cumulative Perpetual Convertible Preferred Stock, $0.01 par value, 62,500 shares authorized and issued and no shares authorized and issued, respectively (Note 5)
|
|
81,620
|
|
|
—
|
|
||
Stockholders’ equity:
|
|
|
|
|
|
|
||
Common stock, $0.01 par value, 200,000,000 shares authorized, 101,473,177 and 95,755,797 shares issued, respectively
|
|
1,015
|
|
|
958
|
|
||
Additional paid-in capital
|
|
3,223,331
|
|
|
2,785,188
|
|
||
Retained earnings
|
|
635,339
|
|
|
542,885
|
|
||
Accumulated other comprehensive income
|
|
2,208
|
|
|
755
|
|
||
Total stockholders’ equity
|
|
3,861,893
|
|
|
3,329,786
|
|
||
|
|
$
|
7,595,934
|
|
|
$
|
6,062,084
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Oil sales
|
|
$
|
411,766
|
|
|
$
|
342,184
|
|
|
$
|
761,072
|
|
|
$
|
693,907
|
|
Gas and NGL sales
|
|
126,044
|
|
|
202,202
|
|
|
343,959
|
|
|
405,920
|
|
||||
Gas gathering and other
|
|
9,769
|
|
|
11,810
|
|
|
20,031
|
|
|
23,262
|
|
||||
Gas marketing
|
|
(1,116
|
)
|
|
78
|
|
|
(1,642
|
)
|
|
319
|
|
||||
|
|
546,463
|
|
|
556,274
|
|
|
1,123,420
|
|
|
1,123,408
|
|
||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation, depletion, and amortization
|
|
213,327
|
|
|
143,388
|
|
|
403,744
|
|
|
276,247
|
|
||||
Asset retirement obligation
|
|
2,157
|
|
|
2,053
|
|
|
4,206
|
|
|
3,113
|
|
||||
Production
|
|
87,726
|
|
|
79,215
|
|
|
164,959
|
|
|
150,486
|
|
||||
Transportation, processing, and other operating
|
|
48,331
|
|
|
51,933
|
|
|
101,939
|
|
|
97,098
|
|
||||
Gas gathering and other
|
|
13,605
|
|
|
9,467
|
|
|
25,925
|
|
|
19,290
|
|
||||
Taxes other than income
|
|
41,033
|
|
|
27,930
|
|
|
74,727
|
|
|
58,118
|
|
||||
General and administrative
|
|
24,911
|
|
|
19,739
|
|
|
53,995
|
|
|
43,060
|
|
||||
Stock compensation
|
|
6,494
|
|
|
3,095
|
|
|
13,207
|
|
|
9,825
|
|
||||
(Gain) loss on derivative instruments, net
|
|
(40,768
|
)
|
|
21,699
|
|
|
74,684
|
|
|
17,540
|
|
||||
Other operating expense, net
|
|
590
|
|
|
5,252
|
|
|
8,916
|
|
|
5,455
|
|
||||
|
|
397,406
|
|
|
363,771
|
|
|
926,302
|
|
|
680,232
|
|
||||
Operating income
|
|
149,057
|
|
|
192,503
|
|
|
197,118
|
|
|
443,176
|
|
||||
Other (income) and expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense
|
|
24,674
|
|
|
16,895
|
|
|
45,079
|
|
|
33,678
|
|
||||
Capitalized interest
|
|
(16,805
|
)
|
|
(4,850
|
)
|
|
(25,547
|
)
|
|
(9,660
|
)
|
||||
Loss on early extinguishment of debt
|
|
—
|
|
|
—
|
|
|
4,250
|
|
|
—
|
|
||||
Other, net
|
|
(2,167
|
)
|
|
(2,605
|
)
|
|
(4,408
|
)
|
|
(7,172
|
)
|
||||
Income before income tax
|
|
143,355
|
|
|
183,063
|
|
|
177,744
|
|
|
426,330
|
|
||||
Income tax expense
|
|
34,046
|
|
|
42,066
|
|
|
42,119
|
|
|
99,015
|
|
||||
Net income
|
|
$
|
109,309
|
|
|
$
|
140,997
|
|
|
$
|
135,625
|
|
|
$
|
327,315
|
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share to common stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
|
$
|
1.07
|
|
|
$
|
1.48
|
|
|
$
|
1.34
|
|
|
$
|
3.44
|
|
Diluted
|
|
$
|
1.07
|
|
|
$
|
1.48
|
|
|
$
|
1.34
|
|
|
$
|
3.44
|
|
|
|
|
|
|
|
|
|
|
||||||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income
|
|
$
|
109,309
|
|
|
$
|
140,997
|
|
|
$
|
135,625
|
|
|
$
|
327,315
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Change in fair value of investments, net of tax of $89, $57, $428 and $1, respectively
|
|
304
|
|
|
192
|
|
|
1,453
|
|
|
2
|
|
||||
Total comprehensive income
|
|
$
|
109,613
|
|
|
$
|
141,189
|
|
|
$
|
137,078
|
|
|
$
|
327,317
|
|
|
|
Six Months Ended
June 30, |
||||||
|
|
2019
|
|
2018
|
||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||
Net income
|
|
$
|
135,625
|
|
|
$
|
327,315
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||
Depreciation, depletion, and amortization
|
|
403,744
|
|
|
276,247
|
|
||
Asset retirement obligation
|
|
4,206
|
|
|
3,113
|
|
||
Deferred income taxes
|
|
42,119
|
|
|
99,732
|
|
||
Stock compensation
|
|
13,207
|
|
|
9,825
|
|
||
Loss on derivative instruments, net
|
|
74,684
|
|
|
17,540
|
|
||
Settlements on derivative instruments
|
|
(2,814
|
)
|
|
(19,919
|
)
|
||
Loss on early extinguishment of debt
|
|
4,250
|
|
|
—
|
|
||
Amortization of debt issuance costs and discounts
|
|
1,502
|
|
|
1,456
|
|
||
Changes in non-current assets and liabilities
|
|
2,749
|
|
|
713
|
|
||
Other, net
|
|
8,152
|
|
|
723
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||
Accounts receivable
|
|
117,692
|
|
|
15,012
|
|
||
Other current assets
|
|
(761
|
)
|
|
1,886
|
|
||
Accounts payable and other current liabilities
|
|
(140,272
|
)
|
|
(29,304
|
)
|
||
Net cash provided by operating activities
|
|
664,083
|
|
|
704,339
|
|
||
Cash flows from investing activities:
|
|
|
|
|
|
|
||
Acquisition of Resolute Energy, net of cash acquired (Note 13)
|
|
(284,441
|
)
|
|
—
|
|
||
Oil and gas capital expenditures
|
|
(711,757
|
)
|
|
(650,807
|
)
|
||
Other capital expenditures
|
|
(40,141
|
)
|
|
(56,112
|
)
|
||
Sales of oil and gas assets
|
|
13,233
|
|
|
34,842
|
|
||
Sales of other assets
|
|
434
|
|
|
525
|
|
||
Net cash used by investing activities
|
|
(1,022,672
|
)
|
|
(671,552
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
|
|
||
Borrowings of long-term debt
|
|
1,710,310
|
|
|
—
|
|
||
Repayments of long-term debt
|
|
(2,081,000
|
)
|
|
—
|
|
||
Financing, underwriting, and debt redemption fees
|
|
(11,791
|
)
|
|
—
|
|
||
Finance lease payments
|
|
(1,555
|
)
|
|
—
|
|
||
Dividends paid
|
|
(38,647
|
)
|
|
(22,801
|
)
|
||
Employee withholding taxes paid upon the net settlement of equity-classified stock awards
|
|
(654
|
)
|
|
(946
|
)
|
||
Proceeds from exercise of stock options
|
|
674
|
|
|
1,249
|
|
||
Net cash used by financing activities
|
|
(422,663
|
)
|
|
(22,498
|
)
|
||
Net change in cash and cash equivalents
|
|
(781,252
|
)
|
|
10,289
|
|
||
Cash and cash equivalents at beginning of period
|
|
800,666
|
|
|
400,534
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
19,414
|
|
|
$
|
410,823
|
|
|
|
|
|
|
|
Additional Paid-in Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income
|
|
Total
Stockholders’
Equity
|
|||||||||||
|
Common Stock
|
||||||||||||||||||||||
|
Shares
|
|
Amount
|
||||||||||||||||||||
Balance, December 31, 2018
|
|
95,756
|
|
|
$
|
958
|
|
|
$
|
2,785,188
|
|
|
$
|
542,885
|
|
|
$
|
755
|
|
|
$
|
3,329,786
|
|
Dividends paid on stock awards subsequently forfeited
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|||||
Dividends declared on common stock ($0.20 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,308
|
)
|
|
—
|
|
|
(20,308
|
)
|
|||||
Dividends declared on redeemable preferred stock ($20.31 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,269
|
)
|
|
—
|
|
|
(1,269
|
)
|
|||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26,316
|
|
|
—
|
|
|
26,316
|
|
|||||
Issuance of stock for Resolute Energy acquisition (Note 13)
|
|
5,652
|
|
|
56
|
|
|
412,959
|
|
|
—
|
|
|
—
|
|
|
413,015
|
|
|||||
Unrealized change in fair value of investments, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,149
|
|
|
1,149
|
|
|||||
Issuance of restricted stock awards
|
|
11
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Common stock reacquired and retired
|
|
(10
|
)
|
|
—
|
|
|
(654
|
)
|
|
—
|
|
|
—
|
|
|
(654
|
)
|
|||||
Restricted stock forfeited and retired
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Exercise of stock options
|
|
3
|
|
|
—
|
|
|
80
|
|
|
—
|
|
|
—
|
|
|
80
|
|
|||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
13,245
|
|
|
—
|
|
|
—
|
|
|
13,245
|
|
|||||
Balance, March 31, 2019
|
|
101,408
|
|
|
1,014
|
|
|
3,210,818
|
|
|
547,626
|
|
|
1,904
|
|
|
3,761,362
|
|
|||||
Dividends paid on stock awards subsequently forfeited
|
|
—
|
|
|
—
|
|
|
1
|
|
|
4
|
|
|
—
|
|
|
5
|
|
|||||
Dividends declared on common stock ($0.20 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,330
|
)
|
|
—
|
|
|
(20,330
|
)
|
|||||
Dividends declared on redeemable preferred stock ($20.31 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,270
|
)
|
|
—
|
|
|
(1,270
|
)
|
|||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
109,309
|
|
|
—
|
|
|
109,309
|
|
|||||
Unrealized change in fair value of investments, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
304
|
|
|
304
|
|
|||||
Issuance of restricted stock awards
|
|
54
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Restricted stock forfeited and retired
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Exercise of stock options
|
|
15
|
|
|
—
|
|
|
594
|
|
|
—
|
|
|
—
|
|
|
594
|
|
|||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
11,919
|
|
|
—
|
|
|
—
|
|
|
11,919
|
|
|||||
Balance, June 30, 2019
|
|
101,473
|
|
|
$
|
1,015
|
|
|
$
|
3,223,331
|
|
|
$
|
635,339
|
|
|
$
|
2,208
|
|
|
$
|
3,861,893
|
|
|
|
|
|
|
|
Additional Paid-in Capital
|
|
Retained
Earnings
(Accumulated Deficit)
|
|
Accumulated
Other
Comprehensive
Income
|
|
Total
Stockholders’
Equity
|
|||||||||||
|
Common Stock
|
||||||||||||||||||||||
|
Shares
|
|
Amount
|
||||||||||||||||||||
Balance, December 31, 2017
|
|
95,437
|
|
|
$
|
954
|
|
|
$
|
2,764,384
|
|
|
$
|
(199,259
|
)
|
|
$
|
2,199
|
|
|
$
|
2,568,278
|
|
Dividends paid on stock awards subsequently forfeited
|
|
—
|
|
|
—
|
|
|
3
|
|
|
4
|
|
|
—
|
|
|
7
|
|
|||||
Dividends declared on common stock ($0.16 per share)
|
|
—
|
|
|
—
|
|
|
(15,271
|
)
|
|
—
|
|
|
—
|
|
|
(15,271
|
)
|
|||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
186,318
|
|
|
—
|
|
|
186,318
|
|
|||||
Unrealized change in fair value of investments, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(190
|
)
|
|
(190
|
)
|
|||||
Issuance of restricted stock awards
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Common stock reacquired and retired
|
|
(3
|
)
|
|
—
|
|
|
(305
|
)
|
|
—
|
|
|
—
|
|
|
(305
|
)
|
|||||
Restricted stock forfeited and retired
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Exercise of stock options
|
|
4
|
|
|
—
|
|
|
345
|
|
|
—
|
|
|
—
|
|
|
345
|
|
|||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
12,411
|
|
|
—
|
|
|
—
|
|
|
12,411
|
|
|||||
Balance, March 31, 2018
|
|
95,433
|
|
|
954
|
|
|
2,761,567
|
|
|
(12,937
|
)
|
|
2,009
|
|
|
2,751,593
|
|
|||||
Dividends paid on stock awards subsequently forfeited
|
|
—
|
|
|
—
|
|
|
26
|
|
|
13
|
|
|
—
|
|
|
39
|
|
|||||
Dividends declared on common stock ($0.16 per share)
|
|
—
|
|
|
—
|
|
|
21
|
|
|
(15,262
|
)
|
|
—
|
|
|
(15,241
|
)
|
|||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
140,997
|
|
|
—
|
|
|
140,997
|
|
|||||
Unrealized change in fair value of investments, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
192
|
|
|
192
|
|
|||||
Issuance of restricted stock awards
|
|
27
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Common stock reacquired and retired
|
|
(5
|
)
|
|
—
|
|
|
(641
|
)
|
|
—
|
|
|
—
|
|
|
(641
|
)
|
|||||
Restricted stock forfeited and retired
|
|
(75
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Exercise of stock options
|
|
13
|
|
|
—
|
|
|
904
|
|
|
—
|
|
|
—
|
|
|
904
|
|
|||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
8,655
|
|
|
—
|
|
|
—
|
|
|
8,655
|
|
|||||
Balance, June 30, 2018
|
|
95,393
|
|
|
$
|
954
|
|
|
$
|
2,770,532
|
|
|
$
|
112,811
|
|
|
$
|
2,201
|
|
|
$
|
2,886,498
|
|
1.
|
BASIS OF PRESENTATION
|
•
|
a package of practical expedients to not reassess: 1) whether expired or existing contracts are or contain a lease, 2) lease classification for expired or existing leases, and 3) initial direct costs for existing leases;
|
•
|
an election not to apply the recognition requirements in Topic 842 to short-term leases (a lease that at commencement date has a lease term of 12 months or less and does not contain a purchase option that the Company is reasonably certain to exercise);
|
•
|
a practical expedient that permits combining lease and nonlease components in a contract and accounting for the combination as a lease (elected by asset class); and
|
•
|
a practical expedient to not reassess certain land easements in existence prior to January 1, 2019.
|
2.
|
LONG-TERM DEBT
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
(in thousands)
|
|
Principal
|
|
Unamortized Debt
Issuance Costs
and Discounts (1)
|
|
Long-term
Debt, net
|
|
Principal
|
|
Unamortized Debt
Issuance Costs
and Discount (1)
|
|
Long-term
Debt, net
|
||||||||||||
4.375% Notes due 2024
|
|
$
|
750,000
|
|
|
$
|
(3,982
|
)
|
|
$
|
746,018
|
|
|
$
|
750,000
|
|
|
$
|
(4,439
|
)
|
|
$
|
745,561
|
|
3.90% Notes due 2027
|
|
750,000
|
|
|
(6,651
|
)
|
|
743,349
|
|
|
750,000
|
|
|
(7,007
|
)
|
|
742,993
|
|
||||||
4.375% Notes due 2029
|
|
500,000
|
|
|
(5,137
|
)
|
|
494,863
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
|
$
|
2,000,000
|
|
|
$
|
(15,770
|
)
|
|
$
|
1,984,230
|
|
|
$
|
1,500,000
|
|
|
$
|
(11,446
|
)
|
|
$
|
1,488,554
|
|
(1)
|
At June 30, 2019, the unamortized debt issuance costs and discount related to the 3.90% Notes due 2027 were $5.1 million and $1.5 million, respectively. At December 31, 2018, the unamortized debt issuance costs and discount related to the 3.90% Notes due 2027 were $5.4 million and $1.6 million, respectively. At June 30, 2019, the unamortized debt issuance costs and discount related to the 4.375% Notes due 2029 were $4.5 million and $0.7 million, respectively. The 4.375% Notes due 2024 were issued at par.
|
Oil Collars
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth Quarter
|
|
Total
|
||||||||||
2019:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
WTI (1)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Volume (Bbls)
|
|
—
|
|
|
—
|
|
|
3,312,000
|
|
|
2,576,000
|
|
|
5,888,000
|
|
|||||
Weighted Avg Price - Floor
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
54.28
|
|
|
$
|
55.50
|
|
|
$
|
54.81
|
|
Weighted Avg Price - Ceiling
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
67.88
|
|
|
$
|
68.36
|
|
|
$
|
68.09
|
|
2020:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
WTI (1)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Volume (Bbls)
|
|
1,820,000
|
|
|
1,092,000
|
|
|
368,000
|
|
|
368,000
|
|
|
3,648,000
|
|
|||||
Weighted Avg Price - Floor
|
|
$
|
54.90
|
|
|
$
|
51.50
|
|
|
$
|
50.00
|
|
|
$
|
50.00
|
|
|
$
|
52.89
|
|
Weighted Avg Price - Ceiling
|
|
$
|
68.49
|
|
|
$
|
63.59
|
|
|
$
|
62.15
|
|
|
$
|
62.15
|
|
|
$
|
65.74
|
|
(1)
|
The index price for these collars is West Texas Intermediate (“WTI”) as quoted on the New York Mercantile Exchange (“NYMEX”).
|
Gas Collars
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth Quarter
|
|
Total
|
||||||||||
2019:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
PEPL (1)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Volume (MMBtu)
|
|
—
|
|
|
—
|
|
|
12,880,000
|
|
|
10,120,000
|
|
|
23,000,000
|
|
|||||
Weighted Avg Price - Floor
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.93
|
|
|
$
|
1.92
|
|
|
$
|
1.92
|
|
Weighted Avg Price - Ceiling
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2.32
|
|
|
$
|
2.36
|
|
|
$
|
2.33
|
|
Perm EP (2)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Volume (MMBtu)
|
|
—
|
|
|
—
|
|
|
8,280,000
|
|
|
5,520,000
|
|
|
13,800,000
|
|
|||||
Weighted Avg Price - Floor
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.46
|
|
|
$
|
1.38
|
|
|
$
|
1.43
|
|
Weighted Avg Price - Ceiling
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.76
|
|
|
$
|
1.71
|
|
|
$
|
1.74
|
|
Waha (3)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Volume (MMBtu)
|
|
—
|
|
|
—
|
|
|
5,520,000
|
|
|
5,520,000
|
|
|
11,040,000
|
|
|||||
Weighted Avg Price - Floor
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.48
|
|
|
$
|
1.48
|
|
|
$
|
1.48
|
|
Weighted Avg Price - Ceiling
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.82
|
|
|
$
|
1.82
|
|
|
$
|
1.82
|
|
2020:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
PEPL (1)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Volume (MMBtu)
|
|
7,280,000
|
|
|
4,550,000
|
|
|
1,840,000
|
|
|
1,840,000
|
|
|
15,510,000
|
|
|||||
Weighted Avg Price - Floor
|
|
$
|
1.93
|
|
|
$
|
1.91
|
|
|
$
|
1.85
|
|
|
$
|
1.85
|
|
|
$
|
1.91
|
|
Weighted Avg Price - Ceiling
|
|
$
|
2.36
|
|
|
$
|
2.28
|
|
|
$
|
2.31
|
|
|
$
|
2.31
|
|
|
$
|
2.32
|
|
Perm EP (2)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Volume (MMBtu)
|
|
3,640,000
|
|
|
2,730,000
|
|
|
1,840,000
|
|
|
1,840,000
|
|
|
10,050,000
|
|
|||||
Weighted Avg Price - Floor
|
|
$
|
1.40
|
|
|
$
|
1.40
|
|
|
$
|
1.35
|
|
|
$
|
1.35
|
|
|
$
|
1.38
|
|
Weighted Avg Price - Ceiling
|
|
$
|
1.79
|
|
|
$
|
1.82
|
|
|
$
|
1.66
|
|
|
$
|
1.66
|
|
|
$
|
1.75
|
|
Waha (3)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Volume (MMBtu)
|
|
4,550,000
|
|
|
2,730,000
|
|
|
—
|
|
|
—
|
|
|
7,280,000
|
|
|||||
Weighted Avg Price - Floor
|
|
$
|
1.50
|
|
|
$
|
1.57
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.53
|
|
Weighted Avg Price - Ceiling
|
|
$
|
1.87
|
|
|
$
|
1.97
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.91
|
|
(1)
|
The index price for these collars is Panhandle Eastern Pipe Line, Tex/OK Mid-Continent Index (“PEPL”) as quoted in Platt’s Inside FERC.
|
(2)
|
The index price for these collars is El Paso Natural Gas Company, Permian Basin Index (“Perm EP”) as quoted in Platt’s Inside FERC.
|
(3)
|
The index price for these collars is Waha West Texas Natural Gas Index (“Waha”) as quoted in Platt’s Inside FERC.
|
Oil Basis Swaps
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth Quarter
|
|
Total
|
||||||||||
2019:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
WTI Midland (1)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Volume (Bbls)
|
|
—
|
|
|
—
|
|
|
3,266,000
|
|
|
3,266,000
|
|
|
6,532,000
|
|
|||||
Weighted Avg Differential (2)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(7.36
|
)
|
|
$
|
(6.32
|
)
|
|
$
|
(6.84
|
)
|
2020:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
WTI Midland (1)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Volume (Bbls)
|
|
2,093,000
|
|
|
1,365,000
|
|
|
736,000
|
|
|
736,000
|
|
|
4,930,000
|
|
|||||
Weighted Avg Differential (2)
|
|
$
|
0.16
|
|
|
$
|
0.19
|
|
|
$
|
0.71
|
|
|
$
|
0.71
|
|
|
$
|
0.33
|
|
(1)
|
The index price we pay under these basis swaps is WTI Midland as quoted by Argus Americas Crude.
|
(2)
|
The index price we receive under these basis swaps is WTI as quoted on the NYMEX plus or minus, as applicable, the weighted average differential shown in the table.
|
(1)
|
The fixed price on these swaps is NYMEX WTI.
|
Gas Swaps
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth Quarter
|
|
Total
|
||||||||||
2019:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Henry Hub (1)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Volume (MMBtu)
|
|
—
|
|
|
—
|
|
|
3,220,000
|
|
|
3,220,000
|
|
|
6,440,000
|
|
|||||
Weighted Avg Price
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3.00
|
|
|
$
|
3.00
|
|
|
$
|
3.00
|
|
(1)
|
The fixed price on these swaps is NYMEX Henry Hub.
|
(1)
|
The index on these sold calls is NYMEX WTI.
|
Oil Collars
|
|
First
Quarter |
|
Second
Quarter |
|
Third
Quarter |
|
Fourth Quarter
|
|
Total
|
||||||||||
2019:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
WTI
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Volume (Bbls)
|
|
—
|
|
|
—
|
|
|
368,000
|
|
|
368,000
|
|
|
736,000
|
|
|||||
Wtd Avg Price - Floor
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
50.00
|
|
|
$
|
50.00
|
|
|
$
|
50.00
|
|
Wtd Avg Price - Ceiling
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
63.45
|
|
|
$
|
63.45
|
|
|
$
|
63.45
|
|
2020:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
WTI
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Volume (Bbls)
|
|
364,000
|
|
|
364,000
|
|
|
368,000
|
|
|
368,000
|
|
|
1,464,000
|
|
|||||
Wtd Avg Price - Floor
|
|
$
|
50.00
|
|
|
$
|
50.00
|
|
|
$
|
50.00
|
|
|
$
|
50.00
|
|
|
$
|
50.00
|
|
Wtd Avg Price - Ceiling
|
|
$
|
63.45
|
|
|
$
|
63.45
|
|
|
$
|
63.45
|
|
|
$
|
63.45
|
|
|
$
|
63.45
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
(Increase) decrease in fair value of derivative instruments, net:
|
|
|
|
|
|
|
|
|
|
|
||||||
Gas contracts
|
|
$
|
(6,370
|
)
|
|
$
|
14,566
|
|
|
$
|
(16,216
|
)
|
|
$
|
2,777
|
|
Oil contracts
|
|
(28,161
|
)
|
|
(397
|
)
|
|
88,086
|
|
|
(5,156
|
)
|
||||
|
|
(34,531
|
)
|
|
14,169
|
|
|
71,870
|
|
|
(2,379
|
)
|
||||
Cash (receipts) payments on derivative instruments, net:
|
|
|
|
|
|
|
|
|
|
|
||||||
Gas contracts
|
|
(21,176
|
)
|
|
(9,918
|
)
|
|
(17,412
|
)
|
|
(15,037
|
)
|
||||
Oil contracts
|
|
14,939
|
|
|
17,448
|
|
|
20,226
|
|
|
34,956
|
|
||||
|
|
(6,237
|
)
|
|
7,530
|
|
|
2,814
|
|
|
19,919
|
|
||||
(Gain) loss on derivative instruments, net
|
|
$
|
(40,768
|
)
|
|
$
|
21,699
|
|
|
$
|
74,684
|
|
|
$
|
17,540
|
|
|
|
|
|
June 30, 2019
|
||||||
(in thousands)
|
|
Balance Sheet Location
|
|
Asset
|
|
Liability
|
||||
Oil contracts
|
|
Current assets — Derivative instruments
|
|
$
|
23,060
|
|
|
$
|
—
|
|
Gas contracts
|
|
Current assets — Derivative instruments
|
|
19,897
|
|
|
—
|
|
||
Oil contracts
|
|
Non-current assets — Derivative instruments
|
|
613
|
|
|
—
|
|
||
Oil contracts
|
|
Current liabilities — Derivative instruments
|
|
—
|
|
|
50,056
|
|
||
Oil contracts
|
|
Non-current liabilities — Derivative instruments
|
|
—
|
|
|
171
|
|
||
Gas contracts
|
|
Non-current liabilities — Derivative instruments
|
|
—
|
|
|
669
|
|
||
Total gross amounts presented in the balance sheet
|
|
43,570
|
|
|
50,896
|
|
||||
Less: gross amounts not offset in the balance sheet
|
|
(23,966
|
)
|
|
(23,966
|
)
|
||||
Net amount
|
|
$
|
19,604
|
|
|
$
|
26,930
|
|
||
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
||||
|
|
|
|
December 31, 2018
|
||||||
(in thousands)
|
|
Balance Sheet Location
|
|
Asset
|
|
Liability
|
||||
Oil contracts
|
|
Current assets — Derivative instruments
|
|
$
|
94,240
|
|
|
$
|
—
|
|
Gas contracts
|
|
Current assets — Derivative instruments
|
|
7,699
|
|
|
—
|
|
||
Oil contracts
|
|
Non-current assets — Derivative instruments
|
|
9,246
|
|
|
—
|
|
||
Oil contracts
|
|
Current liabilities — Derivative instruments
|
|
—
|
|
|
23,378
|
|
||
Gas contracts
|
|
Current liabilities — Derivative instruments
|
|
—
|
|
|
4,249
|
|
||
Oil contracts
|
|
Non-current liabilities — Derivative instruments
|
|
—
|
|
|
311
|
|
||
Gas contracts
|
|
Non-current liabilities — Derivative instruments
|
|
—
|
|
|
1,956
|
|
||
Total gross amounts presented in the balance sheet
|
|
111,185
|
|
|
29,894
|
|
||||
Less: gross amounts not offset in the balance sheet
|
|
(29,894
|
)
|
|
(29,894
|
)
|
||||
Net amount
|
|
$
|
81,291
|
|
|
$
|
—
|
|
4.
|
FAIR VALUE MEASUREMENTS
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||||||||||
(in thousands)
|
|
Book
Value
|
|
Fair
Value
|
|
Book
Value
|
|
Fair
Value
|
||||||||
Financial Assets (Liabilities):
|
|
|
|
|
|
|
|
|
|
|
||||||
4.375% Notes due 2024
|
|
$
|
(750,000
|
)
|
|
$
|
(793,913
|
)
|
|
$
|
(750,000
|
)
|
|
$
|
(744,578
|
)
|
3.90% Notes due 2027
|
|
$
|
(750,000
|
)
|
|
$
|
(769,643
|
)
|
|
$
|
(750,000
|
)
|
|
$
|
(701,273
|
)
|
4.375% Notes due 2029
|
|
$
|
(500,000
|
)
|
|
$
|
(530,535
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivative instruments — assets
|
|
$
|
43,570
|
|
|
$
|
43,570
|
|
|
$
|
111,185
|
|
|
$
|
111,185
|
|
Derivative instruments — liabilities
|
|
$
|
(50,896
|
)
|
|
$
|
(50,896
|
)
|
|
$
|
(29,894
|
)
|
|
$
|
(29,894
|
)
|
5.
|
CAPITAL STOCK
|
6.
|
STOCK-BASED COMPENSATION
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Restricted stock awards:
|
|
|
|
|
|
|
|
|
||||||||
Performance stock awards
|
|
$
|
5,535
|
|
|
$
|
3,809
|
|
|
$
|
10,929
|
|
|
$
|
10,538
|
|
Service-based stock awards
|
|
5,993
|
|
|
4,247
|
|
|
13,224
|
|
|
9,319
|
|
||||
|
|
11,528
|
|
|
8,056
|
|
|
24,153
|
|
|
19,857
|
|
||||
Stock option awards
|
|
396
|
|
|
637
|
|
|
1,018
|
|
|
1,254
|
|
||||
Total stock compensation cost
|
|
11,924
|
|
|
8,693
|
|
|
25,171
|
|
|
21,111
|
|
||||
Less amounts capitalized to oil and gas properties
|
|
(5,430
|
)
|
|
(5,598
|
)
|
|
(11,964
|
)
|
|
(11,286
|
)
|
||||
Stock compensation expense
|
|
$
|
6,494
|
|
|
$
|
3,095
|
|
|
$
|
13,207
|
|
|
$
|
9,825
|
|
7.
|
ASSET RETIREMENT OBLIGATIONS
|
(in thousands)
|
|
Six Months Ended
June 30, 2019 |
||
Asset retirement obligation at January 1, 2019
|
|
$
|
166,904
|
|
Liabilities incurred
|
|
12,611
|
|
|
Liability settlements and disposals
|
|
(11,771
|
)
|
|
Accretion expense
|
|
3,714
|
|
|
Revisions of estimated liabilities
|
|
2,415
|
|
|
Asset retirement obligation at June 30, 2019
|
|
173,873
|
|
|
Less current obligation
|
|
(16,492
|
)
|
|
Long-term asset retirement obligation
|
|
$
|
157,381
|
|
8.
|
EARNINGS PER SHARE
|
|
|
Three Months Ended June 30,
|
||||||||||||||||||||
|
|
2019
|
|
2018
|
||||||||||||||||||
(in thousands, except per share information)
|
|
Income (Numerator)
|
|
Shares (Denominator)
|
|
Per-Share Amount
|
|
Income (Numerator)
|
|
Shares (Denominator)
|
|
Per-Share Amount
|
||||||||||
Net income
|
|
$
|
109,309
|
|
|
|
|
|
|
|
$
|
140,997
|
|
|
|
|
|
|||||
Less: net income attributable to participating securities
|
|
(1,596
|
)
|
|
|
|
|
|
(1,892
|
)
|
|
|
|
|
||||||||
Less: preferred stock dividends
|
|
(1,270
|
)
|
|
|
|
|
|
—
|
|
|
|
|
|
||||||||
Basic earnings per share
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income available to common stockholders
|
|
106,443
|
|
|
99,658
|
|
|
$
|
1.07
|
|
|
139,105
|
|
|
93,728
|
|
|
$
|
1.48
|
|
||
Effects of dilutive securities (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Options
|
|
—
|
|
|
7
|
|
|
|
|
—
|
|
|
31
|
|
|
|
||||||
Diluted earnings per share
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income available to common stockholders and assumed conversions
|
|
$
|
106,443
|
|
|
99,665
|
|
|
$
|
1.07
|
|
|
$
|
139,105
|
|
|
93,759
|
|
|
$
|
1.48
|
|
(1)
|
Inclusion of certain potential common shares would have an anti-dilutive effect, therefore, these shares were excluded from the calculations of diluted earnings per share. Excluded from the three months ended June 30, 2019 calculation were 387.5 thousand potential common shares from the assumed exercise of employee stock options and 502.6 thousand potential common shares from the assumed conversion of the Convertible Preferred Stock. Excluded from the three months ended June 30, 2018 calculation were 292.1 thousand potential common shares from the assumed exercise of employee stock options.
|
|
|
Six Months Ended June 30,
|
||||||||||||||||||||
|
|
2019
|
|
2018
|
||||||||||||||||||
(in thousands, except per share information)
|
|
Income (Numerator)
|
|
Shares (Denominator)
|
|
Per-Share Amount
|
|
Income (Numerator)
|
|
Shares (Denominator)
|
|
Per-Share Amount
|
||||||||||
Net income
|
|
$
|
135,625
|
|
|
|
|
|
|
|
$
|
327,315
|
|
|
|
|
|
|||||
Less: net income attributable to participating securities
|
|
(2,067
|
)
|
|
|
|
|
|
(4,546
|
)
|
|
|
|
|
||||||||
Less: preferred stock dividends
|
|
(2,539
|
)
|
|
|
|
|
|
—
|
|
|
|
|
|
||||||||
Basic earnings per share
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income available to common stockholders
|
|
131,019
|
|
|
97,800
|
|
|
$
|
1.34
|
|
|
322,769
|
|
|
93,713
|
|
|
$
|
3.44
|
|
||
Effects of dilutive securities (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Options
|
|
—
|
|
|
9
|
|
|
|
|
1
|
|
|
35
|
|
|
|
||||||
Diluted earnings per share
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income available to common stockholders and assumed conversions
|
|
$
|
131,019
|
|
|
97,809
|
|
|
$
|
1.34
|
|
|
$
|
322,770
|
|
|
93,748
|
|
|
$
|
3.44
|
|
(1)
|
Inclusion of certain potential common shares would have an anti-dilutive effect, therefore, these shares were excluded from the calculations of diluted earnings per share. Excluded from the six months ended June 30, 2019 calculation were 391.1 thousand potential common shares from the assumed exercise of employee stock options and 502.6 thousand potential common shares from the assumed conversion of the Convertible Preferred Stock. Excluded from the six months ended June 30, 2018 calculation were 295.6 thousand potential common shares from the assumed exercise of employee stock options.
|
9.
|
INCOME TAXES
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Current tax (benefit)
|
|
$
|
—
|
|
|
$
|
(717
|
)
|
|
$
|
—
|
|
|
$
|
(717
|
)
|
Deferred tax expense
|
|
34,046
|
|
|
42,783
|
|
|
42,119
|
|
|
99,732
|
|
||||
|
|
$
|
34,046
|
|
|
$
|
42,066
|
|
|
$
|
42,119
|
|
|
$
|
99,015
|
|
|
|
|
|
|
|
|
|
|
||||||||
Combined federal and state effective income tax rate
|
|
23.7
|
%
|
|
23.0
|
%
|
|
23.7
|
%
|
|
23.2
|
%
|
10.
|
COMMITMENTS AND CONTINGENCIES
|
•
|
“Base rent” payments are considered fixed lease payments, while “additional payments” are considered variable lease payments.
|
•
|
At commencement of each real estate lease we were not reasonably certain to exercise the option to renew or terminate such lease.
|
•
|
The discount rate used to calculate each lease liability was based on our incremental borrowing rate, which was estimated utilizing trading metrics for our senior unsecured notes as adjusted using relevant market factors to develop a synthetic secured yield curve.
|
•
|
As an accounting policy we have elected not to separate nonlease components from lease components for our real estate class of assets.
|
•
|
Where applicable, we determined that the effect of accounting for the right to use land separately from other lease components would be insignificant.
|
•
|
For leases with an evergreen provision, the term of the lease was determined to be the noncancellable period in the contract plus the period beyond the noncancellable period that we believe it is reasonably certain we will need the equipment for operational purposes, limited to the point in time at which both we and the lessor each have the right to terminate the lease without permission from the other party with no more than an insignificant penalty.
|
•
|
The discount rate used to calculate each lease liability was based on our incremental borrowing rate, which was estimated utilizing trading metrics for our senior unsecured notes as adjusted using relevant market factors to develop a synthetic secured yield curve.
|
•
|
As an accounting policy we have elected not to separate nonlease components from lease components for our production-related class of assets.
|
(in thousands)
|
|
Balance Sheet Location
|
|
June 30, 2019
|
||
Operating lease right-of-use assets
|
|
Non-current assets — Fixed assets, net
|
|
$
|
243,089
|
|
Finance lease right-of-use asset
|
|
Non-current assets — Other assets
|
|
27,042
|
|
|
Total right-of-use assets
|
|
$
|
270,131
|
|
(in thousands)
|
|
Balance Sheet Location
|
|
June 30, 2019
|
||
Operating lease liabilities — current
|
|
Current liabilities — Operating leases
|
|
$
|
62,119
|
|
Operating lease liabilities — non-current
|
|
Non-current liabilities — Operating leases
|
|
191,413
|
|
|
Finance lease liability — current
|
|
Current liabilities — Accrued liabilities-Other
|
|
6,576
|
|
|
Finance lease liability — non-current
|
|
Non-current liabilities — Other liabilities
|
|
21,895
|
|
|
Total lease liabilities
|
|
$
|
282,003
|
|
(in thousands)
|
|
Three Months Ended June 30, 2019
|
|
Six Months Ended June 30, 2019
|
||||
Finance lease cost:
|
|
|
|
|
||||
Amortization of right-of-use asset
|
|
$
|
1,097
|
|
|
$
|
2,193
|
|
Interest on lease liability
|
|
457
|
|
|
943
|
|
||
Operating lease cost: (1)
|
|
|
|
|
||||
Production expense
|
|
3,943
|
|
|
7,777
|
|
||
Gas gathering and other expense
|
|
6,522
|
|
|
12,686
|
|
||
General and administrative expense
|
|
2,335
|
|
|
4,634
|
|
||
Short-term lease cost (2)
|
|
162,334
|
|
|
317,044
|
|
||
Total lease cost
|
|
$
|
176,688
|
|
|
$
|
345,277
|
|
(1)
|
Operating lease cost in the table above is composed of costs incurred under real estate and production-related leases. These costs are included in the indicated captions on the Condensed Consolidated Statements of Operations.
|
(2)
|
Short-term lease cost in the table above is composed of costs incurred under leases with terms of 12 months or less for right-of-use assets used in exploration and development activities. Payments under such leases are typically based on usage of the underlying right-of-use asset and, therefore, are also variable lease payments. These costs are capitalized as part of proved properties on the Condensed Consolidated Balance Sheet.
|
(in thousands)
|
|
Six Months Ended
June 30, 2019 |
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
||
Financing cash outflows from finance lease
|
|
$
|
1,555
|
|
Operating cash outflows from operating leases
|
|
$
|
25,466
|
|
|
|
|
||
Cash paid for short-term leases and variable lease payments:
|
|
|
||
Investing cash outflows from operating leases
|
|
$
|
309,150
|
|
|
|
June 30, 2019
|
|
Weighted-average remaining lease term (in years):
|
|
|
|
Finance lease
|
|
6.2
|
|
Operating leases
|
|
4.5
|
|
|
|
|
|
Weighted-average discount rate:
|
|
|
|
Finance lease
|
|
6.5
|
%
|
Operating leases
|
|
4.0
|
%
|
|
|
June 30, 2019
|
||||||
(in thousands)
|
|
Operating Leases
|
|
Finance Lease
|
||||
July 1, 2019 — June 30, 2020
|
|
$
|
72,320
|
|
|
$
|
6,802
|
|
July 1, 2020 — June 30, 2021
|
|
64,198
|
|
|
5,846
|
|
||
July 1, 2021 — June 30, 2022
|
|
58,280
|
|
|
5,562
|
|
||
July 1, 2022 — June 30, 2023
|
|
45,166
|
|
|
5,279
|
|
||
July 1, 2023 — June 30, 2024
|
|
21,977
|
|
|
4,995
|
|
||
Remaining periods
|
|
18,814
|
|
|
5,469
|
|
||
Total undiscounted future cash flows
|
|
280,755
|
|
|
33,953
|
|
||
Less effects of discounting
|
|
(27,223
|
)
|
|
(5,482
|
)
|
||
Lease liabilities recognized
|
|
$
|
253,532
|
|
|
$
|
28,471
|
|
(in thousands)
|
|
December 31, 2018
|
||
2019
|
|
$
|
9,849
|
|
2020
|
|
10,790
|
|
|
2021
|
|
11,000
|
|
|
2022
|
|
11,130
|
|
|
2023
|
|
11,433
|
|
|
Remaining periods
|
|
20,831
|
|
|
Total future minimum lease payments
|
|
$
|
75,033
|
|
11.
|
SUPPLEMENTAL CASH FLOW INFORMATION
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Cash paid during the period for:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest (net of capitalized amounts of $19,381, $9,233, $20,121 and $9,389, respectively) (1)
|
|
$
|
14,396
|
|
|
$
|
22,954
|
|
|
$
|
32,984
|
|
|
$
|
23,343
|
|
Income taxes
|
|
$
|
1,200
|
|
|
$
|
—
|
|
|
$
|
1,206
|
|
|
$
|
—
|
|
Cash received for income tax refunds
|
|
$
|
335
|
|
|
$
|
717
|
|
|
$
|
336
|
|
|
$
|
718
|
|
(1)
|
The six months ended June 30, 2019 includes $17.6 million in interest paid upon the redemption of Resolute’s senior notes and credit facility on March 1, 2019.
|
12.
|
RELATED PARTY TRANSACTIONS
|
13.
|
ACQUISITIONS
|
(in thousands)
|
|
Fair Value of Consideration Transferred
|
||
Cash
|
|
$
|
325,677
|
|
Common stock (5,652 shares issued)
|
|
413,015
|
|
|
Preferred stock (63 shares issued)
|
|
81,620
|
|
|
|
|
$
|
820,312
|
|
(in thousands)
|
|
March 1, 2019
|
||
Cash
|
|
$
|
41,236
|
|
Accounts receivable
|
|
50,739
|
|
|
Other current assets
|
|
13,280
|
|
|
Proved oil and gas properties
|
|
692,600
|
|
|
Unproved oil and gas properties
|
|
1,054,200
|
|
|
Fixed assets
|
|
5,355
|
|
|
Goodwill
|
|
107,341
|
|
|
Other assets
|
|
142
|
|
|
Current liabilities
|
|
(202,735
|
)
|
|
Long-term debt
|
|
(870,000
|
)
|
|
Deferred income taxes
|
|
(62,409
|
)
|
|
Asset retirement obligation
|
|
(9,437
|
)
|
|
Total identifiable net assets
|
|
$
|
820,312
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenue
|
|
$
|
546,463
|
|
|
$
|
625,332
|
|
|
$
|
1,176,556
|
|
|
$
|
1,263,410
|
|
Net income
|
|
$
|
109,365
|
|
|
$
|
148,486
|
|
|
$
|
121,909
|
|
|
$
|
335,544
|
|
Net income per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
1.07
|
|
|
$
|
1.48
|
|
|
$
|
1.18
|
|
|
$
|
3.33
|
|
Diluted
|
|
$
|
1.07
|
|
|
$
|
1.47
|
|
|
$
|
1.18
|
|
|
$
|
3.33
|
|
|
|
Three Months Ended
June 30, |
|
Variance Between 2019 / 2018
|
|
Six Months Ended
June 30, |
|
Variance Between 2019 / 2018
|
||||||||||||
|
|
2019
|
|
2018
|
|
|
2019
|
|
2018
|
|
||||||||||
Average NYMEX price
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Oil — per barrel
|
|
$
|
59.82
|
|
|
$
|
67.88
|
|
|
(12)%
|
|
$
|
57.36
|
|
|
$
|
65.37
|
|
|
(12)%
|
Gas — per Mcf
|
|
$
|
2.64
|
|
|
$
|
2.80
|
|
|
(6)%
|
|
$
|
2.90
|
|
|
$
|
2.90
|
|
|
—%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Average realized price
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Oil — per barrel
|
|
$
|
54.24
|
|
|
$
|
60.99
|
|
|
(11)%
|
|
$
|
51.64
|
|
|
$
|
60.45
|
|
|
(15)%
|
Gas — per Mcf
|
|
$
|
0.50
|
|
|
$
|
1.65
|
|
|
(70)%
|
|
$
|
1.19
|
|
|
$
|
1.96
|
|
|
(39)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Average price differential
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Oil — per barrel
|
|
$
|
(5.58
|
)
|
|
$
|
(6.89
|
)
|
|
(19)%
|
|
$
|
(5.72
|
)
|
|
$
|
(4.92
|
)
|
|
16%
|
Gas — per Mcf
|
|
$
|
(2.14
|
)
|
|
$
|
(1.15
|
)
|
|
86%
|
|
$
|
(1.71
|
)
|
|
$
|
(0.94
|
)
|
|
82%
|
|
|
Average Price Differentials
|
||||||||||||||||||||||
|
|
2019
|
|
2018
|
||||||||||||||||||||
|
|
Second
Quarter
|
|
First
Quarter
|
|
Fourth
Quarter
|
|
Third
Quarter
|
|
Second
Quarter
|
|
First
Quarter
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Oil
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Permian Basin
|
|
$
|
(5.80
|
)
|
|
$
|
(6.90
|
)
|
|
$
|
(11.64
|
)
|
|
$
|
(14.34
|
)
|
|
$
|
(8.05
|
)
|
|
$
|
(3.12
|
)
|
Mid-Continent
|
|
$
|
(4.39
|
)
|
|
$
|
(2.17
|
)
|
|
$
|
(2.33
|
)
|
|
$
|
(1.08
|
)
|
|
$
|
(2.18
|
)
|
|
$
|
(2.34
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gas
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Permian Basin
|
|
$
|
(3.10
|
)
|
|
$
|
(1.91
|
)
|
|
$
|
(2.21
|
)
|
|
$
|
(1.25
|
)
|
|
$
|
(1.31
|
)
|
|
$
|
(0.78
|
)
|
Mid-Continent
|
|
$
|
(0.86
|
)
|
|
$
|
(0.46
|
)
|
|
$
|
(0.83
|
)
|
|
$
|
(0.94
|
)
|
|
$
|
(1.03
|
)
|
|
$
|
(0.70
|
)
|
•
|
Completed the acquisition of Resolute Energy Corporation. Resolute’s results are included in our financial statements since the March 1, 2019 closing date.
|
•
|
Total production volumes increased 28% to 266.9 MBOE per day.
|
•
|
Oil volumes increased 28% to 81.4 MBbls per day.
|
•
|
Gas volumes increased 21% to 652.5 MMcf per day.
|
•
|
NGL volumes increased 37% to 76.7 MBbls per day.
|
•
|
Total production revenue remained flat at $1.11 billion.
|
•
|
Cash flow provided by operating activities decreased 6% to $664.1 million.
|
•
|
Exploration and development expenditures increased 1% to $693.0 million.
|
•
|
Net income was $135.6 million, or $1.34 per diluted share, for the first six months of 2019, as compared to net income of $327.3 million, or $3.44 per diluted share, for the first six months of 2018.
|
|
|
Three Months Ended
June 30, |
|
Variance Between 2019 / 2018
|
|
Price/Volume Variance
|
||||||||||||||||||||
Production Revenue
(in thousands)
|
|
2019
|
|
2018
|
|
|
Price
|
|
Volume
|
|
Total
|
|||||||||||||||
Oil sales
|
|
$
|
411,766
|
|
|
$
|
342,184
|
|
|
$
|
69,582
|
|
|
20%
|
|
$
|
(51,247
|
)
|
|
$
|
120,829
|
|
|
$
|
69,582
|
|
Gas sales
|
|
30,362
|
|
|
80,787
|
|
|
(50,425
|
)
|
|
(62)%
|
|
(69,681
|
)
|
|
19,256
|
|
|
(50,425
|
)
|
||||||
NGL sales
|
|
95,682
|
|
|
121,415
|
|
|
(25,733
|
)
|
|
(21)%
|
|
(67,352
|
)
|
|
41,619
|
|
|
(25,733
|
)
|
||||||
|
|
$
|
537,810
|
|
|
$
|
544,386
|
|
|
$
|
(6,576
|
)
|
|
(1)%
|
|
$
|
(188,280
|
)
|
|
$
|
181,704
|
|
|
$
|
(6,576
|
)
|
|
|
Six Months Ended
June 30, |
|
Variance Between 2019 / 2018
|
|
Price/Volume Variance
|
||||||||||||||||||||
Production Revenue
(in thousands)
|
|
2019
|
|
2018
|
|
|
Price
|
|
Volume
|
|
Total
|
|||||||||||||||
Oil sales
|
|
$
|
761,072
|
|
|
$
|
693,907
|
|
|
$
|
67,165
|
|
|
10%
|
|
$
|
(129,855
|
)
|
|
$
|
197,020
|
|
|
$
|
67,165
|
|
Gas sales
|
|
140,338
|
|
|
190,508
|
|
|
(50,170
|
)
|
|
(26)%
|
|
(90,943
|
)
|
|
40,773
|
|
|
(50,170
|
)
|
||||||
NGL sales
|
|
203,621
|
|
|
215,412
|
|
|
(11,791
|
)
|
|
(5)%
|
|
(92,295
|
)
|
|
80,504
|
|
|
(11,791
|
)
|
||||||
|
|
$
|
1,105,031
|
|
|
$
|
1,099,827
|
|
|
$
|
5,204
|
|
|
—%
|
|
$
|
(313,093
|
)
|
|
$
|
318,297
|
|
|
$
|
5,204
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||
Production Volumes
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Oil (Bbls per day)
|
|
|
|
|
|
|
|
|
||||
Permian Basin
|
|
70,669
|
|
|
48,797
|
|
|
67,835
|
|
|
49,318
|
|
Mid-Continent
|
|
12,623
|
|
|
12,473
|
|
|
13,419
|
|
|
13,841
|
|
Other
|
|
138
|
|
|
381
|
|
|
179
|
|
|
263
|
|
|
|
83,430
|
|
|
61,651
|
|
|
81,433
|
|
|
63,422
|
|
Gas (MMcf per day)
|
|
|
|
|
|
|
|
|
||||
Permian Basin
|
|
379.3
|
|
|
240.5
|
|
|
360.1
|
|
|
239.2
|
|
Mid-Continent
|
|
285.5
|
|
|
297.0
|
|
|
291.3
|
|
|
296.2
|
|
Other
|
|
1.0
|
|
|
2.0
|
|
|
1.1
|
|
|
1.7
|
|
|
|
665.8
|
|
|
539.5
|
|
|
652.5
|
|
|
537.1
|
|
NGL (Bbls per day)
|
|
|
|
|
|
|
|
|
||||
Permian Basin
|
|
54,813
|
|
|
32,865
|
|
|
50,567
|
|
|
28,817
|
|
Mid-Continent
|
|
25,496
|
|
|
26,894
|
|
|
26,060
|
|
|
26,927
|
|
Other
|
|
53
|
|
|
98
|
|
|
53
|
|
|
66
|
|
|
|
80,362
|
|
|
59,857
|
|
|
76,680
|
|
|
55,810
|
|
Total (BOE per day)
|
|
|
|
|
|
|
|
|
||||
Permian Basin
|
|
188,703
|
|
|
121,744
|
|
|
178,413
|
|
|
118,002
|
|
Mid-Continent
|
|
85,696
|
|
|
88,864
|
|
|
88,028
|
|
|
90,142
|
|
Other
|
|
368
|
|
|
816
|
|
|
427
|
|
|
608
|
|
|
|
274,767
|
|
|
211,424
|
|
|
266,868
|
|
|
208,752
|
|
|
|
Three Months Ended
June 30, |
|
Variance Between 2019 / 2018
|
|
Six Months Ended
June 30, |
|
Variance Between 2019 / 2018
|
||||||||||||
|
|
2019
|
|
2018
|
|
|
2019
|
|
2018
|
|
||||||||||
Oil
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total volume — MBbls
|
|
7,592
|
|
|
5,610
|
|
|
35%
|
|
14,739
|
|
|
11,479
|
|
|
28%
|
||||
Total volume — MBbls per day
|
|
83.4
|
|
|
61.7
|
|
|
35%
|
|
81.4
|
|
|
63.4
|
|
|
28%
|
||||
Percentage of total production
|
|
30
|
%
|
|
29
|
%
|
|
|
|
30
|
%
|
|
30
|
%
|
|
|
||||
Average realized price — per barrel
|
|
$
|
54.24
|
|
|
$
|
60.99
|
|
|
(11)%
|
|
$
|
51.64
|
|
|
$
|
60.45
|
|
|
(15)%
|
Average WTI Midland price — per barrel
|
|
$
|
57.72
|
|
|
$
|
62.76
|
|
|
(8)%
|
|
$
|
54.35
|
|
|
$
|
63.01
|
|
|
(14)%
|
Average WTI Cushing price — per barrel
|
|
$
|
59.82
|
|
|
$
|
67.88
|
|
|
(12)%
|
|
$
|
57.36
|
|
|
$
|
65.37
|
|
|
(12)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gas
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total volume — MMcf
|
|
60,592
|
|
|
49,094
|
|
|
23%
|
|
118,108
|
|
|
97,219
|
|
|
21%
|
||||
Total volume — MMcf per day
|
|
665.8
|
|
|
539.5
|
|
|
23%
|
|
652.5
|
|
|
537.1
|
|
|
21%
|
||||
Percentage of total production
|
|
41
|
%
|
|
43
|
%
|
|
|
|
41
|
%
|
|
43
|
%
|
|
|
||||
Average realized price — per Mcf (1)
|
|
$
|
0.50
|
|
|
$
|
1.65
|
|
|
(70)%
|
|
$
|
1.19
|
|
|
$
|
1.96
|
|
|
(39)%
|
Average Henry Hub price — per Mcf
|
|
$
|
2.64
|
|
|
$
|
2.80
|
|
|
(6)%
|
|
$
|
2.90
|
|
|
$
|
2.90
|
|
|
—%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
NGL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total volume — MBbls
|
|
7,313
|
|
|
5,447
|
|
|
34%
|
|
13,879
|
|
|
10,102
|
|
|
37%
|
||||
Total volume — MBbls per day
|
|
80.4
|
|
|
59.9
|
|
|
34%
|
|
76.7
|
|
|
55.8
|
|
|
37%
|
||||
Percentage of total production
|
|
29
|
%
|
|
28
|
%
|
|
|
|
29
|
%
|
|
27
|
%
|
|
|
||||
Average realized price — per barrel (2)
|
|
$
|
13.08
|
|
|
$
|
22.29
|
|
|
(41)%
|
|
$
|
14.67
|
|
|
$
|
21.32
|
|
|
(31)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total production — MBOE
|
|
25,004
|
|
|
19,240
|
|
|
30%
|
|
48,303
|
|
|
37,784
|
|
|
28%
|
||||
Total production — MBOE per day
|
|
274.8
|
|
|
211.4
|
|
|
30%
|
|
266.9
|
|
|
208.8
|
|
|
28%
|
||||
Average realized price — per BOE (3)
|
|
$
|
21.51
|
|
|
$
|
28.30
|
|
|
(24)%
|
|
$
|
22.88
|
|
|
$
|
29.11
|
|
|
(21)%
|
(1)
|
The average realized gas prices were reduced by $0.25 per Mcf, $0.08 per Mcf, $0.21 per Mcf, and $0.07 per Mcf for the three months ended June 30, 2019 and 2018 and the six months ended June 30, 2019 and 2018, respectively.
|
(2)
|
The average realized NGL prices were reduced by $1.29 per barrel, $0.68 per barrel, $1.29 per barrel, and $1.52 per barrel for the three months ended June 30, 2019 and 2018 and the six months ended June 30, 2019 and 2018, respectively.
|
(3)
|
The average realized total prices were reduced by $0.99 per BOE, $0.39 per BOE, $0.88 per BOE, and $0.59 per BOE for the three months ended June 30, 2019 and 2018 and the six months ended June 30, 2019 and 2018, respectively.
|
|
|
Three Months Ended
June 30, |
|
Variance Between 2019 / 2018
|
|
Six Months Ended
June 30, |
|
Variance Between 2019 / 2018
|
||||||||||||||||
Gas Gathering and Marketing Revenues (in thousands)
|
|
2019
|
|
2018
|
|
|
2019
|
|
2018
|
|
||||||||||||||
Gas gathering and other
|
|
$
|
9,769
|
|
|
$
|
11,810
|
|
|
$
|
(2,041
|
)
|
|
$
|
20,031
|
|
|
$
|
23,262
|
|
|
$
|
(3,231
|
)
|
Gas marketing
|
|
$
|
(1,116
|
)
|
|
$
|
78
|
|
|
$
|
(1,194
|
)
|
|
$
|
(1,642
|
)
|
|
$
|
319
|
|
|
$
|
(1,961
|
)
|
|
|
Three Months Ended
June 30, |
|
Variance Between 2019 / 2018
|
|
Per BOE
|
||||||||||||||
Operating Costs and Expenses
(in thousands, except per BOE)
|
|
2019
|
|
2018
|
|
|
2019
|
|
2018
|
|||||||||||
Depreciation, depletion, and amortization
|
|
$
|
213,327
|
|
|
$
|
143,388
|
|
|
$
|
69,939
|
|
|
$
|
8.53
|
|
|
$
|
7.45
|
|
Asset retirement obligation
|
|
2,157
|
|
|
2,053
|
|
|
104
|
|
|
$
|
0.09
|
|
|
$
|
0.11
|
|
|||
Production
|
|
87,726
|
|
|
79,215
|
|
|
8,511
|
|
|
$
|
3.51
|
|
|
$
|
4.12
|
|
|||
Transportation, processing, and other operating
|
|
48,331
|
|
|
51,933
|
|
|
(3,602
|
)
|
|
$
|
1.93
|
|
|
$
|
2.70
|
|
|||
Gas gathering and other
|
|
13,605
|
|
|
9,467
|
|
|
4,138
|
|
|
$
|
0.54
|
|
|
$
|
0.49
|
|
|||
Taxes other than income
|
|
41,033
|
|
|
27,930
|
|
|
13,103
|
|
|
$
|
1.64
|
|
|
$
|
1.45
|
|
|||
General and administrative
|
|
24,911
|
|
|
19,739
|
|
|
5,172
|
|
|
$
|
1.00
|
|
|
$
|
1.03
|
|
|||
Stock compensation
|
|
6,494
|
|
|
3,095
|
|
|
3,399
|
|
|
$
|
0.26
|
|
|
$
|
0.16
|
|
|||
(Gain) loss on derivative instruments, net
|
|
(40,768
|
)
|
|
21,699
|
|
|
(62,467
|
)
|
|
N/A
|
|
|
N/A
|
|
|||||
Other operating expense, net
|
|
590
|
|
|
5,252
|
|
|
(4,662
|
)
|
|
N/A
|
|
|
N/A
|
|
|||||
|
|
$
|
397,406
|
|
|
$
|
363,771
|
|
|
$
|
33,635
|
|
|
|
|
|
|
|
|
|
Six Months Ended
June 30, |
|
Variance Between 2019 / 2018
|
|
Per BOE
|
||||||||||||||
Operating Costs and Expenses
(in thousands, except per BOE)
|
|
2019
|
|
2018
|
|
|
2019
|
|
2018
|
|||||||||||
Depreciation, depletion, and amortization
|
|
$
|
403,744
|
|
|
$
|
276,247
|
|
|
$
|
127,497
|
|
|
$
|
8.36
|
|
|
$
|
7.31
|
|
Asset retirement obligation
|
|
4,206
|
|
|
3,113
|
|
|
1,093
|
|
|
$
|
0.09
|
|
|
$
|
0.08
|
|
|||
Production
|
|
164,959
|
|
|
150,486
|
|
|
14,473
|
|
|
$
|
3.42
|
|
|
$
|
3.98
|
|
|||
Transportation, processing, and other operating
|
|
101,939
|
|
|
97,098
|
|
|
4,841
|
|
|
$
|
2.11
|
|
|
$
|
2.57
|
|
|||
Gas gathering and other
|
|
25,925
|
|
|
19,290
|
|
|
6,635
|
|
|
$
|
0.54
|
|
|
$
|
0.51
|
|
|||
Taxes other than income
|
|
74,727
|
|
|
58,118
|
|
|
16,609
|
|
|
$
|
1.55
|
|
|
$
|
1.54
|
|
|||
General and administrative
|
|
53,995
|
|
|
43,060
|
|
|
10,935
|
|
|
$
|
1.12
|
|
|
$
|
1.14
|
|
|||
Stock compensation
|
|
13,207
|
|
|
9,825
|
|
|
3,382
|
|
|
$
|
0.27
|
|
|
$
|
0.26
|
|
|||
Loss on derivative instruments, net
|
|
74,684
|
|
|
17,540
|
|
|
57,144
|
|
|
N/A
|
|
|
N/A
|
|
|||||
Other operating expense, net
|
|
8,916
|
|
|
5,455
|
|
|
3,461
|
|
|
N/A
|
|
|
N/A
|
|
|||||
|
|
$
|
926,302
|
|
|
$
|
680,232
|
|
|
$
|
246,070
|
|
|
|
|
|
|
|
|
|
Three Months Ended
June 30, |
|
Variance Between
2019 / 2018
|
|
Per BOE
|
||||||||||||||
DD&A Expense (in thousands, except per BOE)
|
|
2019
|
|
2018
|
|
|
2019
|
|
2018
|
|||||||||||
Depletion
|
|
$
|
196,899
|
|
|
$
|
131,220
|
|
|
$
|
65,679
|
|
|
$
|
7.87
|
|
|
$
|
6.82
|
|
Depreciation
|
|
16,428
|
|
|
12,168
|
|
|
4,260
|
|
|
0.66
|
|
|
0.63
|
|
|||||
|
|
$
|
213,327
|
|
|
$
|
143,388
|
|
|
$
|
69,939
|
|
|
$
|
8.53
|
|
|
$
|
7.45
|
|
|
|
Six Months Ended
June 30, |
|
Variance Between
2019 / 2018
|
|
Per BOE
|
||||||||||||||
DD&A Expense (in thousands, except per BOE)
|
|
2019
|
|
2018
|
|
|
2019
|
|
2018
|
|||||||||||
Depletion
|
|
$
|
371,611
|
|
|
$
|
251,610
|
|
|
$
|
120,001
|
|
|
$
|
7.69
|
|
|
$
|
6.66
|
|
Depreciation
|
|
32,133
|
|
|
24,637
|
|
|
7,496
|
|
|
0.67
|
|
|
0.65
|
|
|||||
|
|
$
|
403,744
|
|
|
$
|
276,247
|
|
|
$
|
127,497
|
|
|
$
|
8.36
|
|
|
$
|
7.31
|
|
|
|
Three Months Ended
June 30, |
|
Variance Between
2019 / 2018
|
|
Per BOE
|
||||||||||||||
Production Expense (in thousands, except per BOE)
|
|
2019
|
|
2018
|
|
|
2019
|
|
2018
|
|||||||||||
Lease operating expense
|
|
$
|
71,778
|
|
|
$
|
62,355
|
|
|
$
|
9,423
|
|
|
$
|
2.87
|
|
|
$
|
3.24
|
|
Workover expense
|
|
15,948
|
|
|
16,860
|
|
|
(912
|
)
|
|
0.64
|
|
|
0.88
|
|
|||||
|
|
$
|
87,726
|
|
|
$
|
79,215
|
|
|
$
|
8,511
|
|
|
$
|
3.51
|
|
|
$
|
4.12
|
|
|
|
Six Months Ended
June 30, |
|
Variance Between
2019 / 2018
|
|
Per BOE
|
||||||||||||||
Production Expense (in thousands, except per BOE)
|
|
2019
|
|
2018
|
|
|
2019
|
|
2018
|
|||||||||||
Lease operating expense
|
|
$
|
134,186
|
|
|
$
|
122,831
|
|
|
$
|
11,355
|
|
|
$
|
2.78
|
|
|
$
|
3.25
|
|
Workover expense
|
|
30,773
|
|
|
27,655
|
|
|
3,118
|
|
|
0.64
|
|
|
0.73
|
|
|||||
|
|
$
|
164,959
|
|
|
$
|
150,486
|
|
|
$
|
14,473
|
|
|
$
|
3.42
|
|
|
$
|
3.98
|
|
|
|
Three Months Ended
June 30, |
|
Variance Between 2019 / 2018
|
|
Six Months Ended
June 30, |
|
Variance Between 2019 / 2018
|
||||||||||||||||
General and Administrative Expense (in thousands)
|
|
2019
|
|
2018
|
|
|
2019
|
|
2018
|
|
||||||||||||||
Gross G&A
|
|
$
|
46,930
|
|
|
$
|
39,276
|
|
|
$
|
7,654
|
|
|
$
|
96,166
|
|
|
$
|
80,124
|
|
|
$
|
16,042
|
|
Less amounts capitalized to oil and gas properties
|
|
(22,019
|
)
|
|
(19,537
|
)
|
|
(2,482
|
)
|
|
(42,171
|
)
|
|
(37,064
|
)
|
|
(5,107
|
)
|
||||||
G&A expense
|
|
$
|
24,911
|
|
|
$
|
19,739
|
|
|
$
|
5,172
|
|
|
$
|
53,995
|
|
|
$
|
43,060
|
|
|
$
|
10,935
|
|
|
|
Three Months Ended
June 30, |
|
Variance Between 2019 / 2018
|
|
Six Months Ended
June 30, |
|
Variance Between 2019 / 2018
|
||||||||||||||||
Stock Compensation Expense (in thousands)
|
|
2019
|
|
2018
|
|
|
2019
|
|
2018
|
|
||||||||||||||
Restricted stock awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Performance stock awards
|
|
$
|
5,535
|
|
|
$
|
3,809
|
|
|
$
|
1,726
|
|
|
$
|
10,929
|
|
|
$
|
10,538
|
|
|
$
|
391
|
|
Service-based stock awards
|
|
5,993
|
|
|
4,247
|
|
|
1,746
|
|
|
13,224
|
|
|
9,319
|
|
|
3,905
|
|
||||||
|
|
11,528
|
|
|
8,056
|
|
|
3,472
|
|
|
24,153
|
|
|
19,857
|
|
|
4,296
|
|
||||||
Stock option awards
|
|
396
|
|
|
637
|
|
|
(241
|
)
|
|
1,018
|
|
|
1,254
|
|
|
(236
|
)
|
||||||
Total stock compensation cost
|
|
11,924
|
|
|
8,693
|
|
|
3,231
|
|
|
25,171
|
|
|
21,111
|
|
|
4,060
|
|
||||||
Less amounts capitalized to oil and gas properties
|
|
(5,430
|
)
|
|
(5,598
|
)
|
|
168
|
|
|
(11,964
|
)
|
|
(11,286
|
)
|
|
(678
|
)
|
||||||
Stock compensation expense
|
|
$
|
6,494
|
|
|
$
|
3,095
|
|
|
$
|
3,399
|
|
|
$
|
13,207
|
|
|
$
|
9,825
|
|
|
$
|
3,382
|
|
|
|
Three Months Ended
June 30, |
|
Variance Between 2019 / 2018
|
|
Six Months Ended
June 30, |
|
Variance Between 2019 / 2018
|
||||||||||||||||
(Gain) Loss on Derivative Instruments, Net (in thousands)
|
|
2019
|
|
2018
|
|
|
2019
|
|
2018
|
|
||||||||||||||
(Increase) decrease in fair value of derivative instruments, net:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Gas contracts
|
|
$
|
(6,370
|
)
|
|
$
|
14,566
|
|
|
$
|
(20,936
|
)
|
|
$
|
(16,216
|
)
|
|
$
|
2,777
|
|
|
$
|
(18,993
|
)
|
Oil contracts
|
|
(28,161
|
)
|
|
(397
|
)
|
|
(27,764
|
)
|
|
88,086
|
|
|
(5,156
|
)
|
|
93,242
|
|
||||||
|
|
(34,531
|
)
|
|
14,169
|
|
|
(48,700
|
)
|
|
71,870
|
|
|
(2,379
|
)
|
|
74,249
|
|
||||||
Cash (receipts) payments on derivative instruments, net:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gas contracts
|
|
(21,176
|
)
|
|
(9,918
|
)
|
|
(11,258
|
)
|
|
(17,412
|
)
|
|
(15,037
|
)
|
|
(2,375
|
)
|
||||||
Oil contracts
|
|
14,939
|
|
|
17,448
|
|
|
(2,509
|
)
|
|
20,226
|
|
|
34,956
|
|
|
(14,730
|
)
|
||||||
|
|
(6,237
|
)
|
|
7,530
|
|
|
(13,767
|
)
|
|
2,814
|
|
|
19,919
|
|
|
(17,105
|
)
|
||||||
(Gain) loss on derivative instruments, net
|
|
$
|
(40,768
|
)
|
|
$
|
21,699
|
|
|
$
|
(62,467
|
)
|
|
$
|
74,684
|
|
|
$
|
17,540
|
|
|
$
|
57,144
|
|
|
|
Three Months Ended
June 30, |
|
Variance Between 2019 / 2018
|
|
Six Months Ended
June 30, |
|
Variance Between 2019 / 2018
|
||||||||||||||||
Other Income and Expense (in thousands)
|
|
2019
|
|
2018
|
|
|
2019
|
|
2018
|
|
||||||||||||||
Interest expense
|
|
$
|
24,674
|
|
|
$
|
16,895
|
|
|
$
|
7,779
|
|
|
$
|
45,079
|
|
|
$
|
33,678
|
|
|
$
|
11,401
|
|
Capitalized interest
|
|
(16,805
|
)
|
|
(4,850
|
)
|
|
(11,955
|
)
|
|
(25,547
|
)
|
|
(9,660
|
)
|
|
(15,887
|
)
|
||||||
Loss on early extinguishment of debt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,250
|
|
|
—
|
|
|
4,250
|
|
||||||
Other, net
|
|
(2,167
|
)
|
|
(2,605
|
)
|
|
438
|
|
|
(4,408
|
)
|
|
(7,172
|
)
|
|
2,764
|
|
||||||
|
|
$
|
5,702
|
|
|
$
|
9,440
|
|
|
$
|
(3,738
|
)
|
|
$
|
19,374
|
|
|
$
|
16,846
|
|
|
$
|
2,528
|
|
|
|
Three Months Ended
June 30, |
|
Variance Between 2019 / 2018
|
|
Six Months Ended
June 30, |
|
Variance Between 2019 / 2018
|
||||||||||||||||
Income Tax Expense (in thousands)
|
|
2019
|
|
2018
|
|
|
2019
|
|
2018
|
|
||||||||||||||
Current tax (benefit)
|
|
$
|
—
|
|
|
$
|
(717
|
)
|
|
$
|
717
|
|
|
$
|
—
|
|
|
$
|
(717
|
)
|
|
$
|
717
|
|
Deferred tax expense
|
|
34,046
|
|
|
42,783
|
|
|
(8,737
|
)
|
|
42,119
|
|
|
99,732
|
|
|
(57,613
|
)
|
||||||
|
|
$
|
34,046
|
|
|
$
|
42,066
|
|
|
$
|
(8,020
|
)
|
|
$
|
42,119
|
|
|
$
|
99,015
|
|
|
$
|
(56,896
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Combined federal and state effective income tax rate
|
|
23.7
|
%
|
|
23.0
|
%
|
|
|
|
23.7
|
%
|
|
23.2
|
%
|
|
|
|
|
Six Months Ended
June 30, |
||||||
(in thousands)
|
|
2019
|
|
2018
|
||||
Net cash provided by operating activities
|
|
$
|
664,083
|
|
|
$
|
704,339
|
|
Net cash used by investing activities
|
|
$
|
(1,022,672
|
)
|
|
$
|
(671,552
|
)
|
Net cash used by financing activities
|
|
$
|
(422,663
|
)
|
|
$
|
(22,498
|
)
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Acquisitions:
|
|
|
|
|
|
|
|
|
||||||||
Proved
|
|
$
|
1,200
|
|
|
$
|
—
|
|
|
$
|
693,800
|
|
|
$
|
62
|
|
Unproved
|
|
1,000
|
|
|
77
|
|
|
1,051,782
|
|
|
2,236
|
|
||||
|
|
2,200
|
|
|
77
|
|
|
1,745,582
|
|
|
2,298
|
|
||||
Exploration and development:
|
|
|
|
|
|
|
|
|
|
|||||||
Land and seismic
|
|
14,552
|
|
|
10,327
|
|
|
24,079
|
|
|
20,424
|
|
||||
Exploration and development
|
|
310,428
|
|
|
365,097
|
|
|
668,919
|
|
|
668,469
|
|
||||
|
|
324,980
|
|
|
375,424
|
|
|
692,998
|
|
|
688,893
|
|
||||
Property sales:
|
|
|
|
|
|
|
|
|
||||||||
Proved
|
|
(22,058
|
)
|
|
(4,577
|
)
|
|
(18,028
|
)
|
|
(29,541
|
)
|
||||
Unproved
|
|
(6,253
|
)
|
|
(441
|
)
|
|
(9,754
|
)
|
|
(5,301
|
)
|
||||
|
|
(28,311
|
)
|
|
(5,018
|
)
|
|
(27,782
|
)
|
|
(34,842
|
)
|
||||
|
|
$
|
298,869
|
|
|
$
|
370,483
|
|
|
$
|
2,410,798
|
|
|
$
|
656,349
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Gross wells
|
|
|
|
|
|
|
|
|
||||
Permian Basin
|
|
44
|
|
|
32
|
|
|
56
|
|
|
49
|
|
Mid-Continent
|
|
66
|
|
|
57
|
|
|
92
|
|
|
94
|
|
|
|
110
|
|
|
89
|
|
|
148
|
|
|
143
|
|
Net wells
|
|
|
|
|
|
|
|
|
||||
Permian Basin
|
|
32
|
|
|
13
|
|
|
37
|
|
|
22
|
|
Mid-Continent
|
|
8
|
|
|
10
|
|
|
11
|
|
|
16
|
|
|
|
40
|
|
|
23
|
|
|
48
|
|
|
38
|
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
(in thousands)
|
|
Principal
|
|
Unamortized Debt
Issuance Costs
and Discounts (1)
|
|
Long-term
Debt, net
|
|
Principal
|
|
Unamortized Debt
Issuance Costs
and Discount (1)
|
|
Long-term
Debt, net
|
||||||||||||
4.375% Notes due 2024
|
|
$
|
750,000
|
|
|
$
|
(3,982
|
)
|
|
$
|
746,018
|
|
|
$
|
750,000
|
|
|
$
|
(4,439
|
)
|
|
$
|
745,561
|
|
3.90% Notes
due 2027
|
|
750,000
|
|
|
(6,651
|
)
|
|
743,349
|
|
|
750,000
|
|
|
(7,007
|
)
|
|
742,993
|
|
||||||
4.375% Notes due 2029
|
|
500,000
|
|
|
(5,137
|
)
|
|
494,863
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
|
$
|
2,000,000
|
|
|
$
|
(15,770
|
)
|
|
$
|
1,984,230
|
|
|
$
|
1,500,000
|
|
|
$
|
(11,446
|
)
|
|
$
|
1,488,554
|
|
(1)
|
At June 30, 2019, the unamortized debt issuance costs and discount related to the 3.90% Notes due 2027 were $5.1 million and $1.5 million, respectively. At December 31, 2018, the unamortized debt issuance costs and discount related to the 3.90% Notes due 2027 were $5.4 million and $1.6 million, respectively. At June 30, 2019, the unamortized debt issuance costs and discount related to the 4.375% Notes due 2029 were $4.5 million and $0.7 million, respectively. The 4.375% Notes due 2024 were issued at par.
|
•
|
Our net current derivative instrument position decreased by $81.4 million from an asset at December 31, 2018 to a liability at June 30, 2019.
|
•
|
The adoption of Topic 842 increased our current liabilities by $68.7 million, representing estimated lease liabilities, primarily for office space, well-head compressors, pipeline compressors, and artificial lift mechanisms. See Note 10 to the Condensed Consolidated Financial Statements for more information regarding our lease liabilities and the adoption of Topic 842.
|
•
|
Accounts receivable decreased by $66.8 million.
|
|
|
Payments Due by Period
|
|
||||||||||||||||||
Contractual obligations (in thousands)
|
|
Total
|
|
7/1/19 - 6/30/20
|
|
7/1/20 - 6/30/22
|
|
7/1/22 - 6/30/24
|
|
7/1/24 and Thereafter
|
|
||||||||||
Long-term debt—principal (1)
|
|
$
|
2,000,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
750,000
|
|
|
$
|
1,250,000
|
|
|
Long-term debt—interest (1)
|
|
617,313
|
|
|
82,307
|
|
|
167,875
|
|
|
167,875
|
|
|
199,256
|
|
|
|||||
Operating leases (2)
|
|
101,885
|
|
|
24,961
|
|
|
38,238
|
|
|
23,551
|
|
|
15,135
|
|
|
|||||
Unconditional purchase obligations (3)
|
|
99,006
|
|
|
24,556
|
|
|
27,235
|
|
|
19,153
|
|
|
28,062
|
|
|
|||||
Derivative liabilities
|
|
50,896
|
|
|
50,056
|
|
|
840
|
|
|
—
|
|
|
—
|
|
|
|||||
Asset retirement obligation (4)
|
|
173,873
|
|
|
16,492
|
|
|
—
|
|
(4)
|
—
|
|
(4)
|
—
|
|
(4)
|
|||||
Other long-term liabilities (5)
|
|
43,066
|
|
|
2,670
|
|
|
3,401
|
|
|
5,217
|
|
|
31,778
|
|
|
|||||
|
|
$
|
3,086,039
|
|
|
$
|
201,042
|
|
|
$
|
237,589
|
|
|
$
|
965,796
|
|
|
$
|
1,524,231
|
|
|
(1)
|
The interest payments presented above include the accrued interest payable on our long-term debt as of June 30, 2019 as well as future payments calculated using the long-term debt’s fixed rates, stated maturity dates, and principal amounts outstanding as of June 30, 2019. See Note 2 to the Condensed Consolidated Financial Statements for additional information regarding our debt.
|
(2)
|
Operating leases include the estimated remaining contractual payments under lease agreements as of June 30, 2019. These lease agreements are primarily comprised of leases for commercial real estate, which consists primarily of office space, and compressor equipment.
|
(3)
|
Of the total unconditional purchase obligations, $28.2 million represents obligations for the purchase of sand for well completions and $70.5 million represents obligations for firm transportation agreements for gas and oil pipeline capacity.
|
(4)
|
We have excluded the presentation of the timing of the cash flows associated with our long-term asset retirement obligations because we cannot make a reasonably reliable estimate of the future period of cash settlement. The long-term asset retirement obligation is included in the total asset retirement obligation presented.
|
(5)
|
Other long-term liabilities include contractual obligations associated with our employee supplemental savings plan, gas balancing liabilities, and other miscellaneous liabilities. All of these liabilities are accrued on our Condensed Consolidated Balance Sheet. The current portion associated with these long-term liabilities is also presented in the table above.
|
|
|
|
|
Impact on Revenue
|
||
|
Change in Realized Price
|
|
Three Months Ended
June 30, 2019 |
|
Six Months Ended
June 30, 2019 |
|
|
|
|
|
(in thousands)
|
||
Oil
|
± $1.00
|
per barrel
|
|
± $7,592
|
|
± $14,739
|
Gas
|
± $0.10
|
per Mcf
|
|
± $6,059
|
|
± $11,811
|
NGL
|
± $1.00
|
per barrel
|
|
± $7,313
|
|
± $13,879
|
|
|
|
|
± $20,964
|
|
± $40,429
|
|
|
|
Impact on Fair Value
|
||
|
Change in Forward Price
|
|
June 30, 2019
|
||
|
|
|
(in thousands)
|
||
Oil
|
-$1.00
|
|
$
|
5,969
|
|
Oil
|
+$1.00
|
|
$
|
(6,035
|
)
|
Gas
|
-$0.10
|
|
$
|
7,056
|
|
Gas
|
+$0.10
|
|
$
|
(6,963
|
)
|
Exhibit Number
|
|
Description
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
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
|
101.SCH
|
|
Inline XBRL Taxonomy Extension Schema Document
|
101.CAL
|
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document
|
101.LAB
|
|
Inline XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
101.DEF
|
|
Inline XBRL Taxonomy Extension Definition Linkbase Document
|
August 5, 2019
|
|
|
|
|
|
|
CIMAREX ENERGY CO.
|
|
|
|
|
|
/s/ G. Mark Burford
|
|
G. Mark Burford
|
|
Senior Vice President and Chief Financial Officer
|
|
(Principal Financial Officer)
|
|
|
|
|
|
/s/ Timothy A. Ficker
|
|
Timothy A. Ficker
|
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Vice President, Controller, and Chief Accounting Officer
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(Principal Accounting Officer)
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Option Holder: <first_name> <last_name>
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Type of Option: Nonqualified stock option
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Date of Grant: <award_date>
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Option Price per share: <award_price>
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Number of shares: <shares_awarded>
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Expiration Date: 7 years from Date of Grant
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Vesting Schedule: One-third each year
on anniversary of the Date of Grant
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1)
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I have reviewed this quarterly report on Form 10-Q of Cimarex Energy Co.;
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2)
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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;
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3)
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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;
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4)
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The registrant’s other certifying officer 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:
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a)
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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;
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b)
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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;
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c)
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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
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d)
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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
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5)
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The registrant’s other certifying officer 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 registrant’s board of directors (or persons performing the equivalent functions):
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a)
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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
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b)
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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.
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Dated: August 5, 2019
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/s/ Thomas E. Jorden
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Name:
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Thomas E. Jorden
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Title:
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Chairman, President and Chief Executive Officer
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1)
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I have reviewed this quarterly report on Form 10-Q of Cimarex Energy Co.;
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2)
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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;
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3)
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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;
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4)
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The registrant’s other certifying officer 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;
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a)
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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;
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b)
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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;
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c)
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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
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d)
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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
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5)
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The registrant’s other certifying officer 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 registrant’s board of directors (or persons performing the equivalent functions):
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a)
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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
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b)
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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.
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Dated: August 5, 2019
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/s/ G. Mark Burford
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Name:
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G. Mark Burford
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Title:
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Senior Vice President and Chief Financial Officer
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Dated: August 5, 2019
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/s/ Thomas E. Jorden
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Name:
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Thomas E. Jorden
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Title:
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Chairman, President and Chief Executive Officer
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Dated: August 5, 2019
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/s/ G. Mark Burford
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Name:
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G. Mark Burford
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Title:
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Senior Vice President and Chief Financial Officer
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