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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
FORM 10-Q
(Mark One)
 
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 _______________
 Commission File No. 001-31446
CIMAREX ENERGY CO.
(Exact name of registrant as specified in its charter)
 
Delaware
 
45-0466694
 
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
 
 
 
 
 
 
1700 Lincoln Street, Suite 3700
Denver
Colorado
 
80203
 
(Address of principal executive offices)
 
(Zip Code)
(303) 295-3995
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common Stock ($0.01 par value)
 
XEC
 
New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   No 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes   No 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
 
 
 
 
 
 
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
  Yes   No 

The number of shares of Cimarex Energy Co. common stock outstanding as of July 31, 2019 was 101,457,009.


Table of Contents


CIMAREX ENERGY CO.
Table of Contents
 
 
Page
 
 
 
 
 
 
 
 
4
 
 
 
 
5
 
 
 
 
6
 
 
 
 
7
 
 
 
 
9
 
 
 
32
 
 
 
50
 
 
 
51
 
 
 
 
 
 
52
 
 
 
52
 
 
 
53
 
 
 
54



Table of Contents


GLOSSARY

Bbls—Barrels
Bcf—Billion cubic feet
BOE—Barrels of oil equivalent
Gross Wells—The total wells in which a working interest is owned.
MBbls—Thousand barrels
MBOE—Thousand barrels of oil equivalent
Mcf—Thousand cubic feet
MMBtu—Million British thermal units
MMcf—Million cubic feet
Net Wells—The sum of the fractional working interest owned in gross wells expressed in whole numbers and fractions of whole numbers.
NGL or NGLs—Natural gas liquids

Energy equivalent is determined using the ratio of one barrel of crude oil, condensate, or NGL to six Mcf of natural gas.

CAUTIONARY INFORMATION ABOUT FORWARD-LOOKING STATEMENTS

Throughout this Form 10-Q, we make statements that may be deemed “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended.  These forward-looking statements include, among others, statements concerning our outlook with regard to timing and amount of future production of oil and gas, price realizations, amounts, nature and timing of capital expenditures for exploration and development, plans for funding operations and capital expenditures, drilling of wells, operating costs and other expenses, marketing of oil, gas, and NGLs and other statements of expectations, beliefs, future plans and strategies, anticipated events or trends, and similar expressions concerning matters that are not historical facts.  The forward-looking statements in this report are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in or implied by the statements.

These risks and uncertainties include, but are not limited to, fluctuations in the price we receive for our oil and gas production, full cost ceiling test impairments to the carrying values of our oil and gas properties, reductions in the quantity of, and price received for, oil and gas sold due to decreased industry-wide demand and/or curtailments in production from specific properties or areas due to mechanical, transportation, marketing, weather or other problems, operating and capital expenditures that are either significantly higher or lower than anticipated because the actual cost of identified projects varied from original estimates and/or from the number of exploration and development opportunities being greater or fewer than currently anticipated, increased financing costs due to a significant increase in interest rates, availability of financing, our ability to successfully integrate the business acquired from Resolute Energy Corporation, and the effectiveness of our internal control over financial reporting and our ability to remediate a material weakness in our internal control over financial reporting.  In addition, exploration and development opportunities that we pursue may not result in economic, productive oil and gas properties.  There are also numerous uncertainties inherent in estimating quantities of proved reserves, projecting future rates of production and the timing of development expenditures.  These and other risks and uncertainties affecting us are discussed in greater detail in this report and in our other filings with the Securities and Exchange Commission.




3

Table of Contents


PART I
ITEM 1. Financial Statements
CIMAREX ENERGY CO.
Condensed Consolidated Balance Sheets
(in thousands, except share and per share information)
(Unaudited)
 
 
June 30,
 
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

See accompanying Notes to Condensed Consolidated Financial Statements.


4


Table of Contents


CIMAREX ENERGY CO.
Condensed Consolidated Statements of Operations and Comprehensive Income
(in thousands, except per share information)
(Unaudited)
 
 
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

 





See accompanying Notes to Condensed Consolidated Financial Statements.


5


Table of Contents


CIMAREX ENERGY CO.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
 
 
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

  




See accompanying Notes to Condensed Consolidated Financial Statements.


6


Table of Contents


CIMAREX ENERGY CO.
Condensed Consolidated Statements of Stockholders’ Equity
(in thousands)
(Unaudited)

 
 
 
 
 
 
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







See accompanying Notes to Condensed Consolidated Financial Statements.


7


Table of Contents


CIMAREX ENERGY CO.
Condensed Consolidated Statements of Stockholders’ Equity
(in thousands)
(Unaudited)

 
 
 
 
 
 
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










See accompanying Notes to Condensed Consolidated Financial Statements.


8


Table of Contents
CIMAREX ENERGY CO.
Notes to Condensed Consolidated Financial Statements
June 30, 2019
(Unaudited)



1.
BASIS OF PRESENTATION

Cimarex Energy Co. (“Cimarex,” “we,” or “us”), a Delaware corporation, is an independent oil and gas exploration and production company. Our operations are mainly located in Texas, Oklahoma, and New Mexico. The accompanying unaudited financial statements have been prepared pursuant to rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, certain disclosures required by accounting principles generally accepted in the United States and normally included in Annual Reports on Form 10-K have been omitted. Although management believes that our disclosures in these interim financial statements are adequate, they should be read in conjunction with the financial statements, summary of significant accounting policies, and footnotes included in our Annual Report on Form 10-K for the year ended December 31, 2018.

In the opinion of management, the accompanying financial statements reflect all adjustments necessary to fairly present our financial position, results of operations, and cash flows for the periods and as of the dates shown. The accounts of Cimarex and its subsidiaries are presented in the accompanying financial statements, with intercompany balances and transactions eliminated in consolidation. Certain amounts in the prior year financial statements have been reclassified to conform to the 2019 financial statement presentation.

On March 1, 2019, we acquired Resolute Energy Corporation (“Resolute”) in a cash and stock transaction. The results of Resolute’s operations have been included in our consolidated financial statements since the March 1, 2019 acquisition date. See Note 13 for more information on this transaction.

Use of Estimates

Areas of significance requiring the use of management’s judgments include the estimation of proved oil and gas reserves used in calculating depletion, the estimation of future net revenues used in computing ceiling test limitations, the estimation of future abandonment obligations used in recording asset retirement obligations, and the assessment of goodwill. Estimates and judgments also are required in determining allowances for doubtful accounts, impairments of unproved properties and other assets, valuation of deferred tax assets, fair value measurements, and contingencies.

Oil and Gas Well Equipment and Supplies

Our oil and gas well equipment and supplies are valued at the lower of cost and net realizable value, where net realizable value is estimated selling prices in the ordinary course of business, less reasonably predictable costs of disposal and transportation. Declines in the price of oil and gas well equipment and supplies in future periods could cause us to recognize impairments on these assets. An impairment would not affect cash flow from operating activities, but would adversely affect our net income and stockholders’ equity.

Oil and Gas Properties

We use the full cost method of accounting for our oil and gas operations. All costs associated with property acquisition, exploration, and development activities are capitalized. Under the full cost method of accounting, we are required to perform a quarterly ceiling test calculation to test our oil and gas properties for possible impairment. If the net capitalized cost of our oil and gas properties, as adjusted for income taxes, exceeds the ceiling limitation, the excess is charged to expense. The ceiling limitation is equal to the sum of: (i) the present value discounted at 10% of estimated future net revenues from proved reserves, (ii) the cost of properties not being amortized, and (iii) the lower of cost or estimated fair value of unproven properties included in the costs being amortized, as adjusted for income taxes. We currently do not have any unproven properties that are being amortized. Estimated future net revenues are determined based on trailing twelve-month average commodity prices and estimated proved reserve quantities, operating costs, and capital expenditures. The calculated ceiling limitation is not intended to be indicative of the fair market value of our proved reserves or future results.




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Table of Contents
CIMAREX ENERGY CO.
Notes to Condensed Consolidated Financial Statements
June 30, 2019
(Unaudited)


We did not recognize a ceiling test impairment during the three and six months ended June 30, 2019 and 2018 because the net capitalized cost of our oil and gas properties, as adjusted for income taxes, did not exceed the ceiling limitation. However, at June 30, 2019, a decline in the value of our ceiling limitation of approximately 4% or more would have resulted in an impairment. If pricing conditions deteriorate, including the further widening of local market basis differentials, or if there is a negative impact on one or more of the other components of the calculation, we may incur full cost ceiling test impairments in future quarters. Impairment charges do not affect cash flow from operating activities, but do adversely affect our net income and various components of our balance sheet. Any impairment of oil and gas properties is not reversible at a later date.

Revenue Recognition

Oil, Gas, and NGL Sales

Revenue is recognized from the sales of oil, gas, and NGLs when the customer obtains control of the product, when we have no further obligations to perform related to the sale, and when collectability is probable. All of our sales of oil, gas, and NGLs are made under contracts with customers, which typically include variable consideration based on monthly pricing tied to local indices and monthly volumes delivered. The nature of our contracts with customers does not require us to constrain that variable consideration or to estimate the amount of transaction price attributable to future performance obligations for accounting purposes. As of June 30, 2019, we had open contracts with customers with terms of one month to multiple years, as well as “evergreen” contracts that renew on a periodic basis if not canceled by us or the customer. Performance obligations under our contracts with customers are typically satisfied at a point-in-time through monthly delivery of oil, gas, and/or NGLs. Our contracts with customers typically require payment within one month of delivery.

Our gas and NGLs are sold under a limited number of contract structure types common in our industry. Under these contracts the gas and its components, including NGLs, may be sold to a single purchaser or the residue gas and NGLs may be sold to separate purchasers. Regardless of the contract structure type, the terms of these contracts compensate us for the value of the residue gas and NGLs at current market prices for each product. However, depending on the contract structure type, certain transportation, processing, and other charges may be deducted against the prices received for the product. Our oil typically is sold at specific delivery points under contract terms that also are common in our industry.

Gas Gathering

When we transport and/or process third-party gas associated with our equity gas, we recognize revenue for the fees charged to third-parties for such services.

Gas Marketing

When we market and sell gas for working interest owners, we act as agent under short-term sales and supply agreements and may earn a fee for such services. Revenues from such services are recognized as gas is delivered.

Gas Imbalances

Revenue from the sale of gas is recorded on the basis of gas actually sold by us. If our aggregate sales volumes for a well are greater (or less) than our proportionate share of production from the well, a liability (or receivable) is established to the extent there are insufficient proved reserves available to make-up the overproduced (or underproduced) imbalance. Imbalances have not been significant in the periods presented.




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Table of Contents
CIMAREX ENERGY CO.
Notes to Condensed Consolidated Financial Statements
June 30, 2019
(Unaudited)


Lease Accounting

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (“Topic 842”).  The FASB subsequently issued various ASUs which provided additional implementation guidance. Topic 842 requires lessees to recognize lease liabilities and right-of-use assets on the balance sheet for contracts that provide lessees with the right to control the use of identified assets for a period of time. The scope of Topic 842 excludes leases to explore for or use minerals, oil, natural gas, and similar nonregenerative resources. We adopted Topic 842 effective January 1, 2019, using the modified retrospective method applied to all leases that existed on that date, which resulted in the recognition of lease liabilities of $276.9 million and right-of-use assets of $265.0 million. In connection with adoption we made use of the following practical expedients, which are provided in Topic 842:

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

Long-term debt at June 30, 2019 and December 31, 2018 consisted of the following:
 
 
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.




11

Table of Contents
CIMAREX ENERGY CO.
Notes to Condensed Consolidated Financial Statements
June 30, 2019
(Unaudited)


Bank Debt

On February 5, 2019, we entered into an Amended and Restated Credit Agreement for our senior unsecured revolving credit facility (“Credit Facility”). Among other things, the amended and restated credit facility increased the aggregate commitments to $1.25 billion with an option for us to increase the aggregate commitments to $1.5 billion, and extended the maturity date to February 5, 2024. As of June 30, 2019, we had no bank borrowings outstanding under the Credit Facility, but did have letters of credit of $2.5 million outstanding, leaving an unused borrowing availability of $1.248 billion. During the three months ended June 30, 2019, we borrowed and repaid an aggregate of $528.0 million on the Credit Facility to meet cash requirements as needed.

At our option, borrowings under the Credit Facility may bear interest at either (a) LIBOR (or an alternate rate determined by the administrative agent for the Credit Facility in accordance with the Credit Facility when LIBOR is no longer available) plus 1.1252.0% based on the credit rating for our senior unsecured long-term debt, or (b) a base rate (as defined in the credit agreement) plus 0.1251.0%, based on the credit rating for our senior unsecured long-term debt. Unused borrowings are subject to a commitment fee of 0.1250.35%, based on the credit rating for our senior unsecured long-term debt.

The Credit Facility contains representations, warranties, covenants, and events of default that are customary for investment grade, senior unsecured bank credit agreements, including a financial covenant for the maintenance of a defined total debt-to-capital ratio of no greater than 65%. As of June 30, 2019, we were in compliance with all of the financial covenants.

At June 30, 2019 and December 31, 2018, we had $4.6 million and $2.2 million, respectively, of unamortized debt issuance costs associated with our Credit Facility, which were recorded as assets and included in Other assets on our Condensed Consolidated Balance Sheets. These costs are being amortized to interest expense ratably over the life of the Credit Facility. We incurred $3.0 million in additional debt issuance costs in amending our Credit Facility.

Senior Notes

On March 8, 2019, we issued $500 million aggregate principal amount of 4.375% senior unsecured notes due March 15, 2029 at 99.862% of par to yield 4.392% per annum.  We received $494.7 million in net cash proceeds, after deducting underwriters’ fees, discount, and debt issuance costs.  The notes bear an annual interest rate of 4.375% and interest is payable semiannually on March 15 and September 15, with the first payment due September 15, 2019.  We used the net proceeds to repay borrowings that were outstanding under our Credit Facility that were used to help fund the Resolute acquisition on March 1, 2019. The effective interest rate on these notes, including the amortization of debt issuance costs and discount, is 4.50%.

In April 2017, we issued $750 million aggregate principal amount of 3.90% senior unsecured notes at 99.748% of par to yield 3.93% per annum. These notes are due May 15, 2027 and interest is payable semiannually on May 15 and November 15. The effective interest rate on these notes, including the amortization of debt issuance costs and discount, is 4.01%.

In June 2014, we issued $750 million aggregate principal amount of 4.375% senior unsecured notes at par. These notes are due June 1, 2024 and interest is payable semiannually on June 1 and December 1. The effective interest rate on these notes, including the amortization of debt issuance costs, is 4.50%.

Our senior unsecured notes are governed by indentures containing certain covenants, events of default, and other restrictive provisions with which we were in compliance as of June 30, 2019.





12

Table of Contents
CIMAREX ENERGY CO.
Notes to Condensed Consolidated Financial Statements
June 30, 2019
(Unaudited)


3.    DERIVATIVE INSTRUMENTS

We periodically use derivative instruments to mitigate volatility in commodity prices.  While the use of these instruments limits the downside risk of adverse price changes, their use may also limit future cash flow from favorable price changes.  Depending on changes in oil and gas futures markets and management’s view of underlying supply and demand trends, we may increase or decrease our derivative positions from current levels. 

As of June 30, 2019, we have entered into oil and gas collars, oil basis swaps, oil and gas fixed price swaps, and sold oil calls. Under our collars, we receive the difference between the published index price and a floor price if the index price is below the floor price or we pay the difference between the ceiling price and the index price if the index price is above the ceiling price.  No amounts are paid or received if the index price is between the floor and the ceiling prices. By using a collar, we have fixed the minimum and maximum prices we can receive on the underlying production. Our basis swaps are settled based on the difference between a published index price plus or minus a fixed differential, as applicable, and the applicable local index price under which the underlying production is sold. By using a basis swap, we have fixed the differential between the published index price and certain of our physical pricing points. For our Permian oil production, the basis swaps fix the price differential between the WTI NYMEX (Cushing Oklahoma) price and the WTI Midland price. For our Permian and Mid-Continent gas production, the contract prices in our collars are consistent with the index prices used to sell our production. Under our fixed price swaps, we receive the difference between the fixed price and the published index price if the published index price is below the fixed price and we pay the difference between the fixed price and the published index price if the published index price is above the fixed price. Under our sold oil calls, we pay the difference between the fixed price and the published index price if the published index price is above the fixed price. The following tables summarize our outstanding derivative contracts as of June 30, 2019:
 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”).



13

Table of Contents
CIMAREX ENERGY CO.
Notes to Condensed Consolidated Financial Statements
June 30, 2019
(Unaudited)


 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.



14

Table of Contents
CIMAREX ENERGY CO.
Notes to Condensed Consolidated Financial Statements
June 30, 2019
(Unaudited)


 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.

Oil Swaps
 
First
Quarter
 
Second
Quarter
 
Third
Quarter
 
Fourth Quarter
 
Total
2019:
 
 
 
 
 
 
 
 
 
 

WTI (1)
 
 
 
 
 
 
 
 
 
 

Volume (Bbls)
 

 

 
460,000

 
460,000

 
920,000

Weighted Avg Price
 
$

 
$

 
$
64.54

 
$
64.54

 
$
64.54

________________________________________
(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.

Sold Oil Calls
 
First
Quarter
 
Second
Quarter
 
Third
Quarter
 
Fourth Quarter
 
Total
2019:
 
 
 
 
 
 
 
 
 
 

WTI (1)
 
 
 
 
 
 
 
 
 
 

Volume (Bbls)
 

 

 
337,640

 
337,640

 
675,280

Weighted Avg Call Price
 
$

 
$

 
$
64.36

 
$
64.36

 
$
64.36

________________________________________
(1)
The index on these sold calls is NYMEX WTI.




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Table of Contents
CIMAREX ENERGY CO.
Notes to Condensed Consolidated Financial Statements
June 30, 2019
(Unaudited)


The following table summarizes our derivative contracts entered into subsequent to June 30, 2019 through August 1, 2019:
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


Derivative Gains and Losses

Net gains and losses on our derivative instruments are a function of fluctuations in the underlying commodity index prices as compared to the contracted prices and the monthly cash settlements (if any) of the instruments. We have elected not to designate our derivatives as hedging instruments for accounting purposes and, therefore, we do not apply hedge accounting treatment to our derivative instruments. Consequently, changes in the fair value of our derivative instruments and cash settlements on the instruments are included as a component of operating costs and expenses as either a net gain or loss on derivative instruments. Cash settlements of our contracts are included in cash flows from operating activities in our statements of cash flows. The following table presents the components of (Gain) loss on derivative instruments, net for the periods indicated.
 
 
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






16

Table of Contents
CIMAREX ENERGY CO.
Notes to Condensed Consolidated Financial Statements
June 30, 2019
(Unaudited)


Derivative Fair Value

Our derivative contracts are carried at their fair value on our balance sheet using Level 2 inputs and are subject to master netting arrangements, which allow us to offset recognized asset and liability fair value amounts on contracts with the same counterparty. Our accounting policy is to not offset asset and liability positions in our balance sheets.

The following tables present the amounts and classifications of our derivative assets and liabilities as of June 30, 2019 and December 31, 2018, as well as the potential effect of netting arrangements on our recognized derivative asset and liability amounts.
 
 
 
 
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

 
$



We are exposed to financial risks associated with our derivative contracts from non-performance by our counterparties. We mitigate our exposure to any single counterparty by contracting with a number of financial institutions, each of which has a high credit rating and is a member of our bank credit facility. Our member banks do not require us to post collateral for our derivative liability positions, nor do we require our counterparties to post collateral for our benefit. In the future we may enter into derivative instruments with counterparties outside our bank group to obtain competitive terms and to spread counterparty risk.

4.
FAIR VALUE MEASUREMENTS

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The FASB has established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. This hierarchy consists of three broad levels. Level 1 inputs are the highest priority and consist of unadjusted quoted prices in active markets for identical assets and



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CIMAREX ENERGY CO.
Notes to Condensed Consolidated Financial Statements
June 30, 2019
(Unaudited)


liabilities. Level 2 are inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. Level 3 are unobservable inputs for an asset or liability.

The following table provides fair value measurement information for certain assets and liabilities as of June 30, 2019 and December 31, 2018:
 
 
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
)


Assessing the significance of a particular input to the fair value measurement requires judgment, including the consideration of factors specific to the asset or liability. The fair value (Level 1) of our fixed rate notes was based on quoted market prices. The fair value of our derivative instruments (Level 2) was estimated using discounted cash flow and option pricing models. These models use certain observable variables including forward prices, volatility curves, interest rates, and credit ratings and spreads. The fair value estimates are adjusted relative to non-performance risk as appropriate. See Note 3 for further information on the fair value of our derivative instruments.

Other Financial Instruments

The carrying amounts of our cash, cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximate fair value because of the short-term maturities and/or liquid nature of these assets and liabilities. Included in “Accrued liabilities — Other” at June 30, 2019 were accrued operating expenses (e.g. production, transportation, and gathering expenses) of approximately $82.8 million. Included in “Accrued liabilities — Other” at December 31, 2018 were: (i) accrued operating expenses of approximately $69.1 million, (ii) accrued general and administrative, primarily payroll-related, costs of approximately $47.4 million, and (iii) an accrual of approximately $35.8 million representing the amount by which checks issued, but not yet presented to our banks, exceeded balances in applicable bank accounts.

Most of our accounts receivable balances are uncollateralized and result from transactions with other companies in the oil and gas industry. Concentration of customers may impact our overall credit risk because our customers may be similarly affected by changes in economic or other conditions within the industry.

We conduct credit analyses prior to making any sales to new customers or increasing credit for existing customers and may require parent company guarantees, letters of credit, or prepayments when deemed necessary.

We routinely assess the recoverability of all material accounts receivable to determine their collectability. We accrue a reserve to the allowance for doubtful accounts when it is probable that a receivable will not be collected and the amount of the reserve may be reasonably estimated. At June 30, 2019 and December 31, 2018, the allowance for doubtful accounts was $3.2 million and $2.7 million, respectively.




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Table of Contents
CIMAREX ENERGY CO.
Notes to Condensed Consolidated Financial Statements
June 30, 2019
(Unaudited)


5.
CAPITAL STOCK

Authorized capital stock consists of 200 million shares of common stock and 15 million shares of preferred stock. At June 30, 2019, there were 101.5 million shares of common stock outstanding.

From the 15 million shares of preferred stock authorized, our Board of Directors created a series of preferred stock designated as 8.125% Series A Cumulative Perpetual Convertible Preferred Stock and authorized 62.5 thousand shares. In March 2019, in conjunction with the Resolute acquisition (see Note 13), we issued 62.5 thousand shares of 8.125% Series A Cumulative Perpetual Convertible Preferred Stock, par value $0.01 per share (the “Convertible Preferred Stock”). Holders of the Convertible Preferred Stock are entitled to receive, when, as, and if declared by the Board out of funds of Cimarex legally available for payment, cumulative cash dividends at the annual rate of 8.125% of each share’s liquidation preference of $1,000. Dividends on the preferred stock are payable quarterly in arrears and accumulate from the most recent date as to which dividends have been paid. In the event of any liquidation, winding up, or dissolution of Cimarex, whether voluntary or involuntary, each holder will be entitled to receive in respect of its shares and to be paid out of the assets of Cimarex legally available for distribution to its stockholders, after satisfaction of liabilities to Cimarex’s creditors and any senior stock (of which there is currently none) and before any payment or distribution is made to holders of junior stock (including common stock), the liquidation preference of $1,000 per share, with the total liquidation preference being $62.5 million in the aggregate. Each holder has the right at any time, at its option, to convert any or all of such holder’s shares of Convertible Preferred Stock at an initial conversion rate of 8.0421 shares of fully paid and nonassessable shares of our common stock and $471.40 in cash per share of Convertible Preferred Stock. Additionally, at any time on or after October 15, 2021, we shall have the right, at our option, if the closing sale price of our common stock meets certain criteria, to elect to cause all, and not part, of the outstanding shares of Convertible Preferred Stock to be automatically converted into that number of shares of Cimarex common stock for each share of Convertible Preferred Stock equal to the conversion rate in effect on the mandatory conversion date as such terms are defined in the Certificate of Designations for the Convertible Preferred Stock and $471.40 in cash per share of Convertible Preferred Stock. As a result of the cash redemption features included in the Convertible Preferred Stock conversion option, with such conversion not solely within our control, the instruments are classified as Redeemable preferred stock in temporary equity on the Condensed Consolidated Balance Sheet.

Dividends

Common Stock

In May 2019, our Board of Directors declared a cash dividend of $0.20 per share of common stock. The dividend is payable on or before August 30, 2019 to stockholders of record on August 15, 2019. Dividends declared are recorded as a reduction of retained earnings to the extent retained earnings are available at the close of the period prior to the date of the declared dividend. Dividends in excess of retained earnings are recorded as a reduction of additional paid-in capital. The $20.3 million dividend declared during the second quarter 2019 was recorded as a reduction of retained earnings and is included as a payable in “Accrued liabilities — Other” on the Condensed Consolidated Balance Sheet. Nonforfeitable dividends paid on stock awards that subsequently forfeit are reclassified out of retained earnings or additional paid-in capital, as applicable, to stock compensation expense in the period in which the forfeitures occur. Future dividend payments will depend on our level of earnings, financial requirements, and other factors considered relevant by our Board of Directors.

Preferred Stock

In May 2019, our Board of Directors declared a cash dividend of $20.31 per share of Convertible Preferred Stock. The dividend was paid in July to stockholders of record on July 1, 2019. The $1.3 million dividend declared during the second quarter 2019 was recorded as a reduction of retained earnings and is included as a payable in “Accrued liabilities — Other” on the Condensed Consolidated Balance Sheet.




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Table of Contents
CIMAREX ENERGY CO.
Notes to Condensed Consolidated Financial Statements
June 30, 2019
(Unaudited)


6.
STOCK-BASED COMPENSATION

We have recognized stock-based compensation cost as shown below for the periods indicated.
 
 
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



Periodic stock compensation expense will fluctuate based on the grant-date fair value of awards, the number of awards, the requisite service period of the awards, employee forfeitures, and the timing of the awards. The increase in total stock compensation cost in the 2019 periods as compared to the 2018 periods is primarily due to awards granted either during or subsequent to the 2018 periods and performance stock award forfeitures that occurred during the second quarter of 2018, both of which were partially offset by awards vesting prior to or during the 2019 periods. Our accounting policy is to account for forfeitures in compensation cost when they occur.




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Table of Contents
CIMAREX ENERGY CO.
Notes to Condensed Consolidated Financial Statements
June 30, 2019
(Unaudited)


7.
ASSET RETIREMENT OBLIGATIONS

We recognize the present value of the fair value of liabilities for retirement obligations associated with tangible long-lived assets in the period in which there is a legal obligation associated with the retirement of such assets and the amount can be reasonably estimated. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset. This liability includes costs related to the plugging and abandonment of wells, the removal of facilities and equipment, and site restorations. Subsequent to initial measurement, the asset retirement liability is accreted each period. If there is a change in the estimated cost or timing of retirement, a revision is recorded to both the asset retirement obligation and the asset retirement capitalized cost. Capitalized costs are included as a component of the depreciation and depletion calculations.

The following table reflects the components of the change in the carrying amount of the asset retirement obligation for the six months ended June 30, 2019:
(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



For the six months ended June 30, 2019, liabilities incurred included $9.4 million for the Resolute acquisition.




21

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CIMAREX ENERGY CO.
Notes to Condensed Consolidated Financial Statements
June 30, 2019
(Unaudited)


8.
EARNINGS PER SHARE

The calculations of basic and diluted net earnings per common share under the two-class method are presented below for the periods indicated:
 
 
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.




22

Table of Contents
CIMAREX ENERGY CO.
Notes to Condensed Consolidated Financial Statements
June 30, 2019
(Unaudited)


 
 
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

The components of our provision for income taxes and our combined federal and state effective income tax rates were as follows:
 
 
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
%


At December 31, 2018, we had a U.S. net tax operating loss carryforward of approximately $1.16 billion, which will expire in tax years 2032 through 2037. We believe that the carryforward will be utilized before it expires. We also had enhanced oil recovery and marginal well credits of $3.5 million at December 31, 2018.

On March 1, 2019, the Company completed its acquisition of Resolute. For federal income tax purposes, the acquisition was a tax-free merger whereby the Company acquired carryover tax basis in Resolute’s assets and liabilities. As of March 1, 2019, the Company recorded a net deferred tax liability of $62.4 million associated with the acquired assets. The net deferred tax liability includes certain deferred tax assets net of valuation allowances. The acquired tax attributes include federal net operating loss, capital loss, and enhanced oil recovery tax credit carryforwards. The carryforwards are subject to an annual limitation under Internal Revenue Code Section 382.



23

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CIMAREX ENERGY CO.
Notes to Condensed Consolidated Financial Statements
June 30, 2019
(Unaudited)



At June 30, 2019, we had no unrecognized tax benefits that would impact our effective tax rate and have made no provisions for interest or penalties related to uncertain tax positions. The tax years 2016 through 2018 remain open to examination by the Internal Revenue Service of the United States. We file tax returns with various state taxing authorities, which remain open to examination for tax years 2015 through 2018.

Our combined federal and state effective income tax rates differ from the U.S. federal statutory rate of 21% primarily due to state income taxes and non-deductible expenses.

10.
COMMITMENTS AND CONTINGENCIES

Lease Commitments

Effective January 1, 2019, we began accounting for leases in accordance with Topic 842, which requires lessees to recognize lease liabilities and right-of-use assets on the balance sheet for contracts that provide lessees with the right to control the use of identified assets for periods of greater than 12 months. Prior to January 1, 2019, we accounted for leases in accordance with ASC Topic 840, Leases, under which operating leases were not recorded on the balance sheet.

Real Estate Leases

We have operating leases for office space in various locations that provide us the right to control the use of the specified office space over the term of the contract. These leases require us to make monthly “base rent” payments, as well as “additional payments” for our share of operating expenses and taxes incurred by the landlord. At our option, the terms of these leases can be renewed for varying periods, and in some cases may be terminated early at our option. As of June 30, 2019, these leases had remaining lease terms ranging from 4.9 to 7.2 years. These leases do not contain residual value guarantees, options to purchase the underlying office space, or terms or covenants that impose restrictions on our ability to pay dividends, incur debt, or enter into additional leases. We have no subleases of office space.

Lease liabilities associated with our real estate leases were recorded at the present value of the future lease payments, after considering the following:

“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.

Production-Related Leases

We have operating leases for equipment used in connection with our oil and gas production operations, including well-head compressors, pipeline compressors, and artificial lift mechanisms. These leases provide us the right to control the use of explicitly or implicitly identified equipment during the term of the contract. These leases often include an “evergreen” provision that allows the contract term to continue on a month-to-month basis following expiration of the initial term stated in the contract. As of June 30, 2019, these leases had remaining lease terms ranging from one month to 11.3 years. These leases require us to make monthly payments of fixed amounts, which cover the



24

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CIMAREX ENERGY CO.
Notes to Condensed Consolidated Financial Statements
June 30, 2019
(Unaudited)


cost of renting the equipment and, in some cases, the cost of maintaining the leased equipment. These leases do not typically require us to make variable lease payments. These leases do not contain residual value guarantees, options to purchase the underlying equipment, or terms or covenants that impose restrictions on our ability to pay dividends, incur debt, or enter into additional leases. We have no subleases of production-related equipment.

Lease liabilities associated with our production-related operating leases were recorded at the present value of the future lease payments, after considering the following:

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.

We have one finance lease, which results from a gathering agreement (the “Gathering Agreement”) on a gathering system. Under terms of the Gathering Agreement, we have the option to acquire a portion of the underlying gathering system upon termination of the Gathering Agreement. We make monthly payments under the Gathering Agreement based on the volume of oil gathered and a gathering rate per barrel, which is adjusted periodically. As of June 30, 2019, this lease had a remaining term of 6.2 years.

Exploration and Development-Related Leases

We have operating leases for equipment used in connection with our exploration and development activities, including drilling rigs, pressure pumping equipment, directional drilling tools, well-control devices, and various pieces of support equipment. These leases provide us the right to control the use of explicitly or implicitly identified equipment during the term of the contract. As of June 30, 2019, these leases had remaining lease terms of 12 months or less. These leases typically require us to make payments in amounts based on the usage of the underlying equipment. These leases do not contain residual value guarantees, options to purchase the underlying equipment, or terms or covenants that impose restrictions on our ability to pay dividends, incur debt, or enter into additional leases. We have no subleases of exploration and development-related equipment.

As an accounting policy we have elected not to apply the recognition requirements of Topic 842 to our exploration and development-related class of assets with lease terms at commencement of 12 months or less. As such, we have not recorded any lease liabilities associated with our exploration and development-related leases. In addition, as an accounting policy we have elected not to separate nonlease components from lease components for our exploration and development-related class of assets.




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CIMAREX ENERGY CO.
Notes to Condensed Consolidated Financial Statements
June 30, 2019
(Unaudited)


Balance Sheet Presentation

The following tables present the amounts and classifications of our right-of-use assets and estimated lease liabilities as of June 30, 2019:
(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



Lease Cost and Cash Flows

The following table summarizes estimated total lease cost, which includes amounts recognized in income and amounts capitalized for the indicated period:
(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.




26

Table of Contents
CIMAREX ENERGY CO.
Notes to Condensed Consolidated Financial Statements
June 30, 2019
(Unaudited)


The following table summarizes estimated cash paid for our leases for the indicated period:
(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



During the six months ended June 30, 2019, we recognized $49.1 million in right-of-use assets in connection with new operating leases entered into during the period.

Lease Liability Maturity Analysis

The following table presents the weighted-average remaining lease terms and discount rates of our leases as of the indicated date:
 
 
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
%


The following table reflects the undiscounted future cash flows utilized in the calculation of the lease liabilities recorded at June 30, 2019:
 
 
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






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CIMAREX ENERGY CO.
Notes to Condensed Consolidated Financial Statements
June 30, 2019
(Unaudited)


As of December 31, 2018 the following future minimum cash payments were required under leases for office space:
(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


 
In addition, as of December 31, 2018, we had various contractual commitments for compressor equipment under operating lease arrangements totaling $34.8 million with lease terms expiring over 1 - 35 months.

Other Commitments

At June 30, 2019, we had estimated commitments of approximately: (i) $304.6 million to finish drilling, completing, or performing other work on wells and various other infrastructure projects in progress and (ii) $19.2 million to finish gathering system construction in progress.

At June 30, 2019, we had firm sales contracts to deliver approximately 290.7 Bcf of gas over the next 5.6 years. If we do not deliver this gas, our estimated financial commitment, calculated using the July 2019 index price, would be approximately $303.3 million. The value of this commitment will fluctuate due to price volatility and actual volumes delivered. However, we believe no financial commitment will be due based on our current proved reserves and production levels from which we can fulfill these volumetric obligations.

In connection with gas gathering and processing agreements, we have volume commitments over the next 9.5 years. If we do not deliver the committed gas or NGLs, as the case may be, the estimated maximum amount that would be payable under these commitments, calculated as of June 30, 2019, would be approximately $655.2 million. However, we believe no financial commitment will be due based on our current proved reserves and production levels from which we can fulfill these volumetric obligations.

We have minimum volume delivery commitments associated with agreements to reimburse connection costs to various pipelines. If we do not deliver this gas, the estimated maximum amount that would be payable under these commitments, calculated as of June 30, 2019, would be approximately $153.3 million. Of this total, we have accrued a liability of $4.6 million, representing the estimated amount we will have to pay due to insufficient forecasted volumes at particular connection points.

At June 30, 2019, we have various firm transportation agreements for gas and oil pipeline capacity with end dates ranging from 2020 - 2028 under which we will have to pay an estimated $70.5 million over the remaining terms of the agreements. These agreements were entered into to support our residue gas and oil marketing efforts, and we believe we have sufficient reserves that will utilize this firm transportation.

All of the noted commitments were routine and made in the ordinary course of our business.

Litigation

We have various litigation matters related to the ordinary course of our business. We assess the probability of estimable amounts related to these matters in accordance with guidance established by the FASB and adjust our



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CIMAREX ENERGY CO.
Notes to Condensed Consolidated Financial Statements
June 30, 2019
(Unaudited)


accruals accordingly. Though some of the related claims may be significant, we believe the resolution of them, individually or in the aggregate, would not have a material adverse effect on our financial condition or results of operations after consideration of current accruals.

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

Helmerich & Payne, Inc. (“H&P”) provides contract drilling services to Cimarex. Cimarex incurred drilling costs of approximately $22.1 million and $46.6 million related to these services during the three and six months ended June 30, 2019 and $16.4 million and $40.0 million during the three and six months ended June 30, 2018. The amount incurred in 2019 is included in the short-term lease costs disclosed in Note 10. Hans Helmerich, a director of Cimarex, is Chairman of the Board of Directors of H&P.

13.
ACQUISITIONS

On March 1, 2019, we completed the acquisition of Resolute Energy Corporation, an independent oil and gas company focused on the acquisition and development of unconventional oil and gas properties in the Delaware Basin area of the Permian Basin of west Texas. The principal factors considered by management in making this acquisition included: (i) our expectation that the acquired assets’ attractive returns are competitive with those in our existing portfolio, (ii) the opportunity to apply our experience and learnings from already operating in this area to generating productivity gains from the acquired properties, (iii) the ability to increase our acreage position in the Delaware Basin, and (iv) the expectation that the acquisition will be financially accretive.

We acquired 100% of the outstanding common shares and voting interests of Resolute in a cash and stock transaction. The acquisition date fair value of the consideration transferred totaled $820.3 million, which consisted of cash, common stock, and a newly created series of preferred stock (see Note 5 for more information on the preferred stock) as follows:
(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



The fair value of the common stock issued as part of the consideration was determined on the basis of the closing market price of Cimarex common stock on the acquisition date. The fair value of the preferred stock issued as part of the consideration was determined using a multiple probability simulation model.



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Table of Contents
CIMAREX ENERGY CO.
Notes to Condensed Consolidated Financial Statements
June 30, 2019
(Unaudited)



Preliminary Purchase Price Allocation

The Resolute acquisition has been accounted for as a business combination, using the acquisition method. The following table represents the preliminary allocation of the Resolute purchase price to the identifiable assets acquired and liabilities assumed based on the fair values at the acquisition date, with any excess of the purchase price over the estimated fair value of the identifiable net assets acquired recorded to goodwill. Certain data necessary to complete the purchase price allocation is not yet available, and includes, but is not limited to, finalization of the fair value of certain assets and liabilities, including pre-acquisition working capital balances and completion of the final Resolute tax returns that will provide the underlying tax basis of Resolute’s assets and liabilities and net operating losses. We expect to complete the purchase price allocation during the 12-month period following the acquisition date, during which time the value of the assets and liabilities may be revised as appropriate.

The following table sets forth the preliminary purchase price allocation:
(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



In connection with the acquisition, we assumed, and immediately repaid, $870.0 million principal amount of long-term debt consisting of $600.0 million of senior notes and $270.0 million of credit facility borrowings. On March 1, 2019, we repaid Resolute’s credit facility borrowings, delivered a notice of optional redemption of Resolute’s senior notes for an April 1, 2019 redemption date, and irrevocably deposited with a trustee the full amount of funds to repay the aggregate outstanding senior notes principal balance plus accrued and unpaid interest, incurring a $4.3 million loss on early extinguishment of debt. The cash consideration transferred and the repayment of Resolute’s long-term debt was funded using cash on hand and borrowings on our Credit Facility. We subsequently repaid the borrowings on our Credit Facility using the net proceeds from the March 8, 2019 issuance of $500 million aggregate principal amount of 4.375% senior unsecured notes (see Note 2 for more information on our debt issuance).

Goodwill of $107.3 million has been recognized principally as a result of recording net deferred tax liabilities arising from the difference between the tax basis and the purchase price allocated to Resolute’s assets and liabilities, and anticipated opportunities for cost savings through administrative and operational synergies. Goodwill is not expected to be deductible for tax purposes.

Acquisition-related costs incurred in 2019 were $8.4 million. These costs, which are comprised primarily of advisory, legal, and other professional and consulting fees, are included in the Other operating expense, net line item on our Condensed Consolidated Statements of Operations and Comprehensive Income.




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Table of Contents
CIMAREX ENERGY CO.
Notes to Condensed Consolidated Financial Statements
June 30, 2019
(Unaudited)


The results of Resolute’s operations have been included in our consolidated financial statements since the March 1, 2019 acquisition date. The amount of revenue and direct operating expenses resulting from the acquisition included in our Condensed Consolidated Statements of Operations and Comprehensive Income from March 1, 2019 through June 30, 2019 is $100.0 million and $21.9 million, respectively.

Pro Forma Financial Information

The following supplemental pro forma information for the three and six month periods ended June 30, 2019 and 2018 has been prepared to give effect to the Resolute acquisition as if it had occurred on January 1, 2018. The information below reflects pro forma adjustments based on available information and certain assumptions that we believe are reasonable, including (i) the depletion of the combined company’s proved oil and gas properties, (ii) the capitalization of interest expense, and (iii) the estimated tax impacts of the pro forma adjustments. Additionally, pro forma earnings were adjusted to exclude acquisition-related costs incurred by Cimarex of $8.4 million and transaction-related costs incurred by Resolute of $60.0 million. The pro forma results of operations do not include any cost savings or other synergies that may result from the acquisition or any estimated costs that have been or will be incurred by Cimarex to integrate the Resolute assets. The pro forma financial data has not been adjusted to reflect any other acquisitions or dispositions made during the periods presented as their results were not deemed material.

The pro forma information is not necessarily indicative of the results that might have occurred had the transaction actually taken place on January 1, 2018 and is not intended to be a projection of future results. Future results may vary significantly from the results reflected in the following pro forma information because of normal production declines, changes in commodity prices, future acquisitions and divestitures, future development and exploration activities, and other factors.
 
 
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







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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW

Cimarex is an independent oil and gas exploration and production company. Our operations are entirely located in the United States, mainly in Oklahoma, Texas, and New Mexico. Currently our operations are focused in two main areas: the Permian Basin and the Mid-Continent. Our Permian Basin region encompasses west Texas and southeast New Mexico. Our Mid-Continent region consists of Oklahoma and the Texas Panhandle.

Our principal business objective is to increase shareholder value through the profitable long-term growth of our proved reserves and production while seeking to minimize our impact on the communities in which we operate for the long-term. Our strategy centers on maximizing cash flow from producing properties so that we can reinvest in exploration and development opportunities and provide cash returns to shareholders through dividends. We consider merger and acquisition opportunities that enhance our competitive position and we occasionally divest non-core assets.

On March 1, 2019, we completed the acquisition of Resolute Energy Corporation (“Resolute”), an independent oil and gas company focused on the acquisition and development of unconventional oil and gas properties in the Delaware Basin area of the Permian Basin of west Texas. The principal factors considered by management in making this acquisition included: (i) our expectation that the acquired assets’ attractive returns are competitive with those in our existing portfolio, (ii) the opportunity to apply our experience and learnings from already operating in this area to generating productivity gains from the acquired properties, (iii) the ability to increase our acreage position in the Delaware Basin, and (iv) the expectation that the acquisition will be financially accretive. The acquisition date fair value of the consideration transferred totaled $820.3 million, which consisted of cash, common stock, and preferred stock (see Note 13 to the Condensed Consolidated Financial Statements for more information on the acquisition).

We believe that detailed technical analysis, operational focus, and a disciplined capital investment process mitigate risk and position us to continue to achieve profitable increases in proved reserves and production. Our drilling inventory and limited long-term commitments provide the flexibility to respond quickly to industry volatility. Our investments are generally funded with cash flow provided by operating activities together with cash on hand, bank borrowings, sales of non-core assets, and, from time to time, public financing based on our monitoring of capital markets and our balance sheet.

Market Conditions

The oil and gas industry is cyclical and commodity prices can fluctuate significantly. We expect this volatility to persist. Commodity prices are affected by many factors outside of our control, including changes in market supply and demand, inventory storage levels, weather conditions, and other factors. Local market prices for oil and gas can be impacted by pipeline capacity constraints limiting takeaway and increasing basis differentials.

As demonstrated in the table below, our company-wide average realized prices for the three and six months ended June 30, 2019 as compared to the same periods in 2018 have declined for all products. In the case of oil sales, these decreases result from a combination of declining NYMEX prices in the 2019 periods and differentials in our Mid-Continent region, which deteriorated in the 2019 periods, and differentials in our Permian Basin region, which improved in the second quarter of 2019 but worsened in the six months ended June 30, 2019. In the case of gas sales, these decreases are driven largely by differentials in our Permian Basin region, which deteriorated significantly in the 2019 periods, partially offset by differentials in our Mid-Continent region, which improved in the 2019 periods.




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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%

The average price differentials that we realized in our two primary areas of operation are shown in the table below for the periods indicated.
 
 
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
)

Pipeline expansion projects in the Permian Basin are expected to ease capacity constraints as they come online over the next few years, which is reflected in the current futures markets that show narrowing differentials. However, if pipeline constraints remain because expansion projects are delayed or canceled, production increases faster than capacity increases, pipeline disruptions or other reasons, higher differentials will persist or potentially worsen. Our revenue, profitability, and future growth are highly dependent on the prices we receive for our oil and gas production and can be adversely affected by realized price decreases. See RESULTS OF OPERATIONS Revenues below for further information regarding our realized commodity prices.

If the trend of decreasing market prices and significant basis differentials continues, coupled with continued exploration and development capital spending, we will incur a ceiling test impairment by year-end. At June 30, 2019, a decline in the value of our ceiling limitation of approximately 4% or more would have resulted in an impairment.

See “Risk Factors” in Item 1A of this Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2018, for a discussion of risk factors that affect our business, financial condition, and results of operations. Also see CAUTIONARY INFORMATION ABOUT FORWARD-LOOKING STATEMENTS in this report for important information about these types of statements.




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Table of Contents


Summary of Operating and Financial Results for the Six Months Ended June 30, 2019 Compared to the Six Months Ended June 30, 2018:

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.

RESULTS OF OPERATIONS

Three and Six Months Ended June 30, 2019 vs. Three and Six Months Ended June 30, 2018

Revenues

Our revenues are derived from sales of our oil, gas, and NGL production.  Increases or decreases in our revenues, profitability, and future production growth are highly dependent on the commodity prices we receive.  Prices are market driven and we expect that future prices will continue to fluctuate due to supply and demand factors, availability of transportation, seasonality, and geopolitical and economic factors. See QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK for more information regarding the sensitivity of our revenues to price fluctuations.

Production volumes were higher for all products during the three and six months ended June 30, 2019 as compared to the three and six months ended June 30, 2018, while realized prices were lower. Our acquisition of Resolute and ongoing completion of new wells have increased our volumes. However, lower market prices and large basis differentials, both of which are out of our control, have lowered our realized prices and, therefore, our revenue. In addition, transportation and processing charges for sales contracts that transfer control of the product at the wellhead versus the tailgate of processing plants are reflected as reductions to revenue under Accounting Standards Codification 606, Revenue from Contracts with Customers (“ASC 606”) and, therefore, negatively impact our realized prices. The largest sales contract we acquired with Resolute is this type of contract and sales volumes under legacy Cimarex contracts structured this way have increased. See below “Transportation, Processing, and Other Operating” for additional information. Our revenue decreased 1%, or $6.6 million, during the three months ended June 30, 2019 as compared to the three months ended June 30, 2018, and increased less than 1%, or $5.2 million, during the six months ended June 30, 2019 as compared to the six months ended June 30, 2018. The following tables show our production revenue for the periods indicated as well as the change in revenue due to changes in volumes and prices.



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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


The table below presents our production volumes by region.
 
 
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





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Table of Contents


The table below presents our production volumes by commodity, our average realized commodity prices, and certain major U.S. index prices.  The sale of our Permian Basin oil production is typically tied to the WTI Midland benchmark price and the sale of our Mid-Continent oil production is typically tied to the WTI Cushing benchmark price.  During the six months ended June 30, 2019, approximately 83% of our oil production was in the Permian Basin, up from approximately 78% during the six months ended June 30, 2018. Our realized prices do not include settlements of commodity derivative contracts.
 
 
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)%
________________________________________
The average realized gas, NGL, and total prices shown in the table above reflect the deduction of certain transportation, processing, and other costs as reductions of revenue under ASC 606, which reduced the average realized prices as follows:
(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.



36

Table of Contents


Other revenues

We transport, process, and market some third-party gas that is associated with our equity gas.  We market and sell gas for other working interest owners under short-term agreements and may earn a fee for such services.  The table below reflects income from third-party gas gathering and processing and our net marketing margin for marketing third-party gas. 
 
 
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
)

Fluctuations in revenues from gas gathering and gas marketing activities are a function of increases and decreases in volumes, commodity prices, and gathering rate charges.

Operating Costs and Expenses

Costs associated with producing oil and gas are substantial.  Among other factors, some of these costs vary with commodity prices, some trend with the volume of production, some are a function of the number of wells we own, some depend on the prices charged by service companies, and some fluctuate based on a combination of the foregoing. 

Total operating costs and expenses for the three months ended June 30, 2019 were higher by 9%, or $33.6 million, compared to the three months ended June 30, 2018.  The primary reasons for the increase were: (i) the $69.9 million increase in depreciation, depletion, and amortization, (ii) the $13.1 million increase in taxes other than income, and (iii) the $8.5 million increase in production expense, partially offset by the $62.5 million increase in net gains on derivative instruments.
 
 
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

 
 

 
 


Total operating costs and expenses for the six months ended June 30, 2019 were higher by 36%, or $246.1 million, compared to the six months ended June 30, 2018.  The primary reasons for the increase were due to the following increases: (i) $127.5 million in depreciation, depletion, and amortization, (ii) $57.1 million in net losses on derivative instruments, (iii) $16.6 million in taxes other than income, (iv) $14.5 million in production expense, and (v) $10.9 million in general and administrative.



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Table of Contents


 
 
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

 
 

 
 


Depreciation, Depletion, and Amortization

Depletion of our producing properties is computed using the units-of-production method. The economic life of each producing well depends upon the estimated proved reserves for that well, which in turn depend upon the assumed realized sales price for future production. Therefore, fluctuations in oil and gas prices will impact the level of proved reserves used in the calculation. Higher prices generally have the effect of increasing reserves, which reduces depletion expense. Conversely, lower prices generally have the effect of decreasing reserves, which increases depletion expense. The cost of replacing production also impacts our depletion expense. In addition, changes in estimates of reserve quantities, estimates of operating and future development costs, reclassifications of properties from unproved to proved, and impairments of oil and gas properties will also impact depletion expense. Our net proved properties, production, and reserves have increased during 2019 as compared to 2018 due to our ongoing exploration and development activities as well as due to our acquisition of Resolute. The increase in net properties and production resulted in an overall increase in depletion expense, while the increase in reserves partially offset the increased expense.

Fixed assets consist primarily of gathering and plant facilities, vehicles, airplanes, office furniture, and computer equipment and software.  These items are recorded at cost and are depreciated on the straight-line method based on expected lives of the individual assets, which range from 3 to 30 years.  Additionally, with the adoption of Topic 842, we depreciate our right-of-use assets, with the depreciation of our finance lease gathering system right-of-use asset being included in our depreciation expense. The increase in depreciation expense during the 2019 periods as compared to 2018 periods is primarily due to: (i) increased depreciation on our gathering and plant facilities due to ongoing expenditures on this infrastructure and (ii) the depreciation on our gathering system right-of-use asset. Depreciation, depletion, and amortization (“DD&A”) consisted of the following for the periods indicated:
 
 
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





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Table of Contents


 
 
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


Production

Production expense generally consists of costs for labor, equipment, maintenance, saltwater disposal, compression, power, treating, and miscellaneous other costs (lease operating expense). Production expense also includes well workover activity necessary to maintain production from existing wells. Production expense consisted of lease operating expense and workover expense as follows:
 
 
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


Lease operating expense in the second quarter 2019 increased 15%, or $9.4 million, compared to the second quarter of 2018. Lease operating expense for the six months ended June 30, 2019 increased 9%, or $11.4 million, as compared to the six months ended June 30, 2018. The increases have primarily stemmed from the Resolute acquisition and the addition of new wells as a result of our ongoing exploration and development activities. These increases were partially offset by expense reductions related to the sale of non-core properties principally located in Ward County, Texas in August 2018. The following types of expenses have increased in the 2019 periods as compared to the 2018 periods: (i) compressor rentals, (ii) labor, and (iii) electricity.

Workover expense in the second quarter 2019 decreased 5%, or $0.9 million, compared to the second quarter of 2018. Workover expense for the six months ended June 30, 2019 increased 11%, or $3.1 million, as compared to the six months ended June 30, 2018. During the six months ended June 30, 2018, our workover expense was reduced due to receiving approximately $4.0 million in insurance proceeds related to the remediation and repairs incurred as a result of a 2015 flooding event.




39

Table of Contents


Transportation, Processing, and Other Operating

Transportation, processing, and other operating costs principally consist of expenditures to prepare and transport production from the wellhead, including gathering, fuel, compression, and processing costs. Costs vary by region and will fluctuate with increases or decreases in production volumes, contractual fees, changes in fuel and compression costs, and structure of sales contracts. If the sales contract transfers control of the product at the wellhead, transportation and processing costs are included as a reduction in the revenue we record and are not included in transportation, processing, and other operating costs. The largest sales contract that we acquired with Resolute is structured this way and sales volumes under legacy Cimarex contracts structured this way have increased, therefore, our transportation and processing costs have not increased commensurate with production volume increases. Transportation, processing, and other operating costs in the second quarter 2019 were 7%, or $3.6 million, lower than the same costs in the first quarter 2018. For the six months ended June 30, 2019, transportation, processing, and other operating costs were 5%, or $4.8 million, higher than for the six months ended June 30, 2018. Transportation and processing costs included as a reduction in revenue since our adoption of ASC 606 on January 1, 2018 were $24.7 million and $42.6 million for the three and six months ended June 30, 2019 and $7.7 million and $22.2 million for the three and six months ended June 30, 2018.

Gas Gathering and Other

Gas gathering and other includes costs associated with operating our gas gathering and processing infrastructure, including product costs and operating and maintenance expenses. Gas gathering and other in the three months ended June 30, 2019 was 44%, or $4.1 million, higher than gas gathering and other in the three months ended June 30, 2018. Gas gathering and other in the six months ended June 30, 2019 was 34%, or $6.6 million, higher than gas gathering and other in the six months ended June 30, 2018. The increases are primarily due to overall increases in operating costs partially offset by lower product costs associated with processing third-party production due primarily to lower volumes and prices. The increase in operating costs was due primarily to an increase in compression costs.

Taxes Other than Income

Taxes other than income consist of production (or severance) taxes, ad valorem taxes, and other taxes.  State and local taxing authorities assess these taxes, with production taxes being based on the volume or value of production and ad valorem taxes being based on the value of properties.  Production taxes make up the majority of this expense for us.  Taxes other than income increased $13.1 million, or 47%, in the second quarter of 2019 as compared to the second quarter of 2018. Taxes other than income increased $16.6 million, or 29%, in the six months ended June 30, 2019 as compared to the six months ended June 30, 2018. Production taxes have increased primarily due to increased production volumes. However, the majority of the increase seen in the 2019 periods as compared to the 2018 periods was due to increases in ad valorem taxes. Ad valorem taxes increased by $7.5 million, or 210%, in the second quarter of 2019 as compared to the second quarter of 2018 and by $10.4 million, or 145%, in the six months ended June 30, 2019 as compared to the six months ended June 30, 2018. These increases are due to new properties, including those acquired in the Resolute acquisition, and expected increased assessed values. Taxes other than income was 7.6% and 5.1% of production revenues for the three months ended June 30, 2019 and 2018, respectively, and was 6.8% and 5.3% of production revenues for the six months ended June 30, 2019 and 2018, respectively.
 




40

Table of Contents


General and Administrative

General and administrative (“G&A”) expense consists primarily of salaries and related benefits, office rent, legal and consulting fees, systems costs, and other administrative costs incurred. Our G&A expense is reported net of amounts reimbursed to us by working interest owners of the oil and gas properties we operate and net of amounts capitalized pursuant to the full cost method of accounting. The amount of expense capitalized varies and depends on whether the cost incurred can be directly identified with acquisition, exploration, and development activities. The percentage of gross G&A capitalized ranged from 44% to 50% during the periods presented in the table below, which shows our G&A costs.
 
 
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


G&A expense for the second quarter of 2019 was 26%, or $5.2 million, higher than G&A expense for the second quarter of 2018. G&A expense for the six months ended June 30, 2019 was 25%, or $10.9 million, higher than G&A expense for the six months ended June 30, 2018. These increases were primarily due to increased employee-related costs such as salaries and wages, other compensation, and benefits. Included in the six months ended June 30, 2019 was $2.9 million of severance expense related to former Resolute employees who performed transition work at Cimarex and then were subsequently terminated. 

Stock Compensation

Stock compensation expense consists of non-cash charges resulting from the amortization of the cost of restricted stock and stock option awards, net of amounts capitalized to oil and gas properties. We have recognized stock-based compensation cost as follows:
 
 
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


Periodic stock compensation expense will fluctuate based on the grant-date fair value of awards, the number of awards, the requisite service period of the awards, employee forfeitures, and the timing of the awards.  The increase in total stock compensation cost in the 2019 periods as compared to the 2018 periods is primarily due to awards granted either during or subsequent to the 2018 periods and performance stock award forfeitures that occurred during the second quarter of 2018, both of which were partially offset by awards vesting prior to or during the 2019 periods. Our accounting policy is to account for forfeitures in compensation cost when they occur.




41

Table of Contents


(Gain) Loss on Derivative Instruments, Net

The following table presents the components of (Gain) loss on derivative instruments, net for the periods indicated. See Note 3 to the Condensed Consolidated Financial Statements for additional information regarding our derivative instruments.
 
 
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


Other Operating Expense, Net

Other operating expense, net during the six months ended June 30, 2019 was comprised primarily of $8.4 million in acquisition-related costs incurred to effect the Resolute acquisition. These costs consisted primarily of advisory, legal, and other professional and consulting fees. Other operating expense, net during the three months ended June 30, 2018 was comprised primarily of $4.9 million in litigation settlements.

Other Income and Expense
 
 
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


The majority of our interest expense relates to interest on our senior unsecured notes. Also included in interest expense is interest expense on our Credit Facility borrowings, the amortization of debt issuance costs and discounts, and miscellaneous interest expense.  See LIQUIDITY AND CAPITAL RESOURCES Long-term Debt below for further information regarding our debt. The increase in interest expense in the 2019 periods as compared to the 2018 periods is primarily due to (i) the March 8, 2019 issuance of $500 million aggregate principal amount of 4.375% senior unsecured notes due March 15, 2029 at 99.862% of par to yield 4.392% per annum, (ii) borrowings on our Credit Facility in 2019 to help fund the Resolute acquisition and thereafter to meet cash requirements as needed (we did not borrow on our Credit Facility in 2018), and (iii) interest expense on our finance lease. The $4.3 million loss on early extinguishment of debt incurred during the six months ended June 30, 2019 was associated with the $600 million of



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8.5% senior notes we acquired with Resolute and elected to immediately repay. The maturity date of the Resolute notes was May 1, 2020.

We capitalize interest on non-producing leasehold costs, the in-progress costs of drilling and completing wells, and constructing midstream assets. Capitalized interest will fluctuate based on the rates applicable to borrowings outstanding during the period and the amount of costs subject to interest capitalization. The amount of costs subject to interest capitalization was higher in the three and six months ended June 30, 2019 as compared to the three and six months ended June 30, 2018, primarily due to the Resolute acquisition. Included in the preliminary purchase price allocation of the Resolute acquisition was non-producing leasehold costs of $1.05 billion.

Components of Other, net consist of miscellaneous income and expense items that vary from period to period, including interest income, gain or loss related to the sale or value of oil and gas well equipment and supplies, gain or loss on miscellaneous asset sales, and income and expense associated with other non-operating activities.

Income Tax Expense

The components of our provision for income taxes and our combined federal and state effective income tax rates were as follows:
 
 
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
%
 
 

Our combined federal and state effective income tax rates differ from the U.S. federal statutory rate of 21% primarily due to state income taxes and non-deductible expenses. See Note 9 to the Condensed Consolidated Financial Statements for additional information regarding our income taxes.

LIQUIDITY AND CAPITAL RESOURCES

Overview

We strive to maintain an adequate liquidity level to address volatility and risk. Sources of liquidity include our cash flow from operations, cash on hand, available borrowing capacity under our revolving credit facility, proceeds from sales of non-core assets, and, from time to time, public financings based on our monitoring of capital markets and our balance sheet.

Our liquidity is highly dependent on prices we receive for the oil, gas, and NGLs we produce. Prices we receive are determined by prevailing market conditions and greatly influence our revenue, cash flow, profitability, access to capital, and future rate of growth. See RESULTS OF OPERATIONS Revenues above for further information regarding the impact realized prices have had on our earnings.

We deal with volatility in commodity prices primarily by maintaining flexibility in our capital investment program. We have a balanced and abundant drilling inventory and limited long-term commitments, which enables us to respond quickly to industry volatility. Based on current economic conditions, our 2019 exploration and development (“E&D”) expenditures are projected to range from $1.35 billion to $1.45 billion. Investments in gathering, processing, and other infrastructure are projected to be approximately $70 million for 2019. See Capital Expenditures below for information regarding our E&D activities for the three and six months ended June 30, 2019 and 2018.



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We periodically use derivative instruments to mitigate volatility in commodity prices. At June 30, 2019, we had derivative contracts covering a portion of our 2019 - 2020 production. Depending on changes in oil and gas futures markets and management’s view of underlying supply and demand trends, we may increase or decrease our derivative positions from current levels. See Note 3 to the Condensed Consolidated Financial Statements for information regarding our derivative instruments.

Cash and cash equivalents at June 30, 2019 were $19.4 million. At June 30, 2019, our long-term debt consisted of $2.0 billion of senior unsecured notes, with $750 million 4.375% notes due in 2024, $750 million 3.90% notes due in 2027, and $500 million 4.375% notes due in 2029. At June 30, 2019, we had no borrowings and $2.5 million in letters of credit outstanding under our credit facility, leaving an unused borrowing availability of $1.248 billion. See Long-term Debt below for more information regarding our debt.

Our debt to total capitalization ratio at June 30, 2019 was 35%, up from 31% at December 31, 2018. This ratio is calculated by dividing the sum of (i) the principal amount of long-term debt and (ii) redeemable preferred stock by the sum of (i) the principal amount of long-term debt, (ii) redeemable preferred stock, and (iii) total stockholders’ equity, with all numbers coming directly from the Condensed Consolidated Balance Sheet. Management uses this ratio as one indicator of our financial condition and believes professional research analysts and rating agencies use this ratio for this purpose and to compare our financial condition to other companies’ financial conditions.

We may, from time to time, seek to repurchase our outstanding preferred stock through cash repurchases and/or exchanges for equity securities, privately negotiated transactions, or otherwise. Such activities, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions, and other factors.

We expect our operating cash flow and other capital resources to be adequate to meet our needs for planned capital expenditures, working capital, debt service, and dividends declared for the next twelve months.

Analysis of Cash Flow Changes

The following table presents the totals of the major cash flow classification categories from our Condensed Consolidated Statements of Cash Flows for the periods indicated.
 
 
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
)

Net cash provided by operating activities for the six months ended June 30, 2019 was $664.1 million, down $40.3 million, or 6%, from $704.3 million for the six months ended June 30, 2018. The $40.3 million decrease resulted primarily from increased operating expenses. Partially offsetting this decrease in operating cash flows was a decrease in cash outflows for settlements of derivative instruments. Despite increased production volumes, revenue remained flat between the two periods due to decreased pricing and, therefore, did not offset the increased cash outflows for operating expenses. See RESULTS OF OPERATIONS above for more information regarding the changes in revenue and operating expenses.

Net cash used by investing activities for the six months ended June 30, 2019 and 2018 was $1.02 billion and $671.6 million, respectively. The majority of our cash flows used by investing activities are for E&D expenditures, which totaled $711.8 million and $650.8 million for the six months ended June 30, 2019 and 2018, respectively. Cash used by investing activities in the six months ended June 30, 2019 includes the $325.7 million in cash paid for the Resolute acquisition, net of the $41.2 million in cash acquired with Resolute. The remaining investing cash outflows are primarily for midstream asset expenditures. Included in net cash used by investing activities are the proceeds of miscellaneous asset sales, including non-core oil and gas properties.



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Net cash used by financing activities was $422.7 million and $22.5 million during the six months ended June 30, 2019 and 2018, respectively. During the six months ended June 30, 2019, we issued $500 million aggregate principal amount of 4.375% senior unsecured notes due March 15, 2029 at 99.862% of par for proceeds of $499.3 million, paying $4.6 million in underwriting fees and financing costs. Additionally, we borrowed and repaid an aggregate of $1.21 billion on our credit facility during the six months ended June 30, 2019 to assist in funding the Resolute acquisition and thereafter to meet cash requirements as needed. In connection with the acquisition of Resolute, we assumed $870.0 million in principal amount of long-term debt that we immediately repaid, incurring a redemption fee of $4.3 million. During the six months ended June 30, 2019, we amended our credit facility, paying $3.0 million in financing costs. We had no long-term debt-related investing cash flows during the six months ended June 30, 2018. Net cash used by financing activities during both periods included: (i) the payment of dividends, (ii) the payment of income tax withholdings made on behalf of our employees upon the net settlement of employee stock awards, and (iii) the receipt of proceeds from exercises of stock options. During the six months ended June 30, 2019, we paid one $0.18 per common share dividend, one $0.20 per common share dividend, and one $20.31 per preferred share dividend, totaling $38.6 million. During the six months ended June 30, 2018, we paid one $0.08 per common share dividend and one $0.16 per common share dividend, totaling $22.8 million. Future dividend payments will depend on our level of earnings, financial requirements, and other factors considered relevant by our Board of Directors.

Capital Expenditures

The following table presents capitalized expenditures for oil and gas acquisition, exploration, and development activities and property sales, net of applicable purchase price adjustments.
 
 
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


Amounts in the table above are presented on an accrual basis. The Condensed Consolidated Statements of Cash Flows reflect activities on a cash basis, when payments are made and proceeds received.

On March 1, 2019, we completed the acquisition of Resolute Energy Corporation, an independent oil and gas company focused on the acquisition and development of unconventional oil and gas properties in the Delaware Basin area of the Permian Basin of west Texas. The fair value of the proved and unproved properties recorded in the preliminary purchase price allocation for this acquisition was $692.6 million and $1.05 billion, respectively.

Our 2019 E&D capital investment is projected to range from $1.35 billion to $1.45 billion, with the majority expected to be invested in the Permian Basin. As has been our historical practice, we regularly review our capital expenditures throughout the year and will adjust our investments based on increases or decreases in commodity prices, service costs, and drilling success. We have the flexibility to adjust our capital expenditures based upon market conditions.



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We intend to continue to fund our 2019 capital investment program with cash flow from our operating activities, cash on hand, and borrowings under our credit facility. Sales of non-core assets and possible capital markets transactions may also be used to supplement funding of capital expenditures and acquisitions. The timing of capital expenditures and the receipt of cash flows do not necessarily match, which may cause us to borrow and repay funds under our credit facility from time to time. See Long-term DebtBank Debt below for further information regarding our credit facility.

The following table reflects wells completed by region during the periods indicated.
 
 
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


As of June 30, 2019, we had 27 gross (13 net) wells in the process of being drilled: 14 gross (12 net) in the Permian Basin and 13 gross (1 net) in the Mid-Continent region. As of June 30, 2019, there were 99 gross (24 net) wells waiting on completion: 44 gross (20 net) in the Permian Basin and 55 gross (4 net) in the Mid-Continent region. As of June 30, 2019, we had 7 operated rigs running, all in the Permian Basin.

We have made, and will continue to make, expenditures to comply with environmental and safety regulations and requirements. These costs are considered a normal recurring cost of our ongoing operations. While we expect current pending legislation or regulations to increase the cost of business, we do not anticipate that we will be required to expend amounts that will have a material adverse effect on our financial position or operations, nor are we aware of any pending regulatory changes that would have a material impact, based on current laws and regulations. However, compliance with new legislation or regulations could increase our costs or adversely affect demand for oil or gas and result in a material adverse effect on our financial position or operations. See our Form 10-K for the year ended December 31, 2018, Item 1A Risk Factors, for a description of risks related to current and potential future environmental and safety regulations and requirements that could adversely affect our operations and financial condition.



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Long-term Debt

Long-term debt at June 30, 2019 and December 31, 2018 consisted of the following:
 
 
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.

Bank Debt

On February 5, 2019, we entered into an Amended and Restated Credit Agreement for our senior unsecured revolving credit facility (“Credit Facility”). Among other things, the amended and restated credit facility increased the aggregate commitments to $1.25 billion with an option for us to increase the aggregate commitments to $1.5 billion, and extended the maturity date to February 5, 2024. As of June 30, 2019, we had no bank borrowings outstanding under the Credit Facility, but did have letters of credit of $2.5 million outstanding, leaving an unused borrowing availability of $1.248 billion. During the three months ended June 30, 2019, we borrowed and repaid an aggregate of $528.0 million on the Credit Facility to meet cash requirements as needed.

At our option, borrowings under the Credit Facility may bear interest at either (a) LIBOR (or an alternate rate determined by the administrative agent for the Credit Facility in accordance with the Credit Facility when LIBOR is no longer available) plus 1.1252.0% based on the credit rating for our senior unsecured long-term debt, or (b) a base rate (as defined in the credit agreement) plus 0.1251.0%, based on the credit rating for our senior unsecured long-term debt. Unused borrowings are subject to a commitment fee of 0.1250.35%, based on the credit rating for our senior unsecured long-term debt.

The Credit Facility contains representations, warranties, covenants, and events of default that are customary for investment grade, senior unsecured bank credit agreements, including a financial covenant for the maintenance of a defined total debt-to-capital ratio of no greater than 65%. As of June 30, 2019, we were in compliance with all of the financial covenants.

At June 30, 2019 and December 31, 2018, we had $4.6 million and $2.2 million, respectively, of unamortized debt issuance costs associated with our Credit Facility, which were recorded as assets and included in Other assets on our Condensed Consolidated Balance Sheets. These costs are being amortized to interest expense ratably over the life of the Credit Facility. We incurred $3.0 million in additional debt issuance costs in amending our Credit Facility.




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Senior Notes

On March 8, 2019, we issued $500 million aggregate principal amount of 4.375% senior unsecured notes due March 15, 2029 at 99.862% of par to yield 4.392% per annum.  We received $494.7 million in net cash proceeds, after deducting underwriters’ fees, discount, and debt issuance costs.  The notes bear an annual interest rate of 4.375% and interest is payable semiannually on March 15 and September 15, with the first payment due September 15, 2019.  We used the net proceeds to repay borrowings under our Credit Facility. The effective interest rate on these notes, including the amortization of debt issuance costs and discount, is 4.50%.

In April 2017, we issued $750 million aggregate principal amount of 3.90% senior unsecured notes at 99.748% of par to yield 3.93% per annum. These notes are due May 15, 2027 and interest is payable semiannually on May 15 and November 15. The effective interest rate on these notes, including the amortization of debt issuance costs and discount, is 4.01%.

In June 2014, we issued $750 million aggregate principal amount of 4.375% senior unsecured notes at par. These notes are due June 1, 2024 and interest is payable semiannually on June 1 and December 1. The effective interest rate on these notes, including the amortization of debt issuance costs, is 4.50%.

Our senior unsecured notes are governed by indentures containing certain covenants, events of default, and other restrictive provisions with which we were in compliance as of June 30, 2019.

Working Capital Analysis

Our working capital fluctuates primarily as a result of our realized commodity prices, increases or decreases in our production volumes, changes in receivables and payables related to our operating and E&D activities, changes in our oil and gas well equipment and supplies, and changes in the fair value of our derivative instruments.

At June 30, 2019, we had a working capital deficit of $294.6 million, a decrease of $1.01 billion or 141% from a working capital surplus of $715.4 million at December 31, 2018.

Our working capital decreased primarily due to the decrease in Cash and cash equivalents of $781.3 million, which was a result of our acquisition of Resolute and subsequent repayment of Resolute’s long-term debt. See Note 13 to the Condensed Consolidated Financial Statements for more information regarding the acquisition. In addition to the decrease in cash, other significant changes to working capital consisted primarily of the following decreases: 

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.

Accounts receivable are a major component of our working capital and include amounts due from a diverse group of companies comprised of major energy companies, pipeline companies, local distribution companies, and other end-users. Historically, losses associated with uncollectible receivables have not been significant. The fair value of derivative instruments fluctuates based on changes in the underlying price indices as compared to the contracted prices.

Dividends

A quarterly cash dividend has been paid on our common stock every quarter since the first quarter of 2006. In May 2019, our Board of Directors declared a cash dividend of $0.20 per common share, totaling $20.3 million, which is payable on or before August 30, 2019 to stockholders of record on August 15, 2019. In March 2019, in conjunction with the Resolute acquisition, we issued 62.5 thousand shares of 8.125% Series A Cumulative Perpetual Convertible Preferred Stock, par value $0.01 per share. In May 2019, our Board of Directors declared a cash dividend



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of $20.31 per preferred share, totaling $1.3 million. The dividend was paid in July to preferred stockholders of record on July 1, 2019. Future dividend payments will depend on our level of earnings, financial requirements, and other factors considered relevant by our Board of Directors. See Note 5 to the Condensed Consolidated Financial Statements for further information regarding our stock and Note 13 to the Condensed Consolidated Financial Statements for further information regarding the Resolute acquisition.
Off-Balance Sheet Arrangements
We may enter into off-balance sheet arrangements and transactions that can give rise to material off-balance sheet obligations. As of June 30, 2019, our material off-balance sheet arrangements consisted of operating lease agreements with lease terms at commencement of 12 months or less. As an accounting policy we have elected not to apply the recognition requirements of Topic 842 to these leases. As such, we have not recorded any lease liabilities associated with these leases.
Contractual Obligations and Material Commitments

At June 30, 2019, we had the following contractual obligations and material commitments:
 
 
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.




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The following discusses various commercial commitments that we have made that may include potential future cash payments if we fail to meet various performance obligations. These are not reflected in the table above, unless otherwise noted.

At June 30, 2019, we had estimated commitments of approximately: (i) $304.6 million to finish drilling, completing, or performing other work on wells and various other infrastructure projects in progress and (ii) $19.2 million to finish gathering system construction in progress.

At June 30, 2019, we had firm sales contracts to deliver approximately 290.7 Bcf of gas over the next 5.6 years. If we do not deliver this gas, our estimated financial commitment, calculated using the July 2019 index price, would be approximately $303.3 million. The value of this commitment will fluctuate due to price volatility and actual volumes delivered. However, we believe no financial commitment will be due based on our current proved reserves and production levels from which we can fulfill these volumetric obligations.

In connection with gas gathering and processing agreements, we have volume commitments over the next 9.5 years. If we do not deliver the committed gas or NGLs, as the case may be, the estimated maximum amount that would be payable under these commitments, calculated as of June 30, 2019, would be approximately $655.2 million. However, we believe no financial commitment will be due based on our current proved reserves and production levels from which we can fulfill these volumetric obligations.

We have minimum volume delivery commitments associated with agreements to reimburse connection costs to various pipelines. If we do not deliver this gas, the estimated maximum amount that would be payable under these commitments, calculated as of June 30, 2019, would be approximately $153.3 million. Of this total, we have accrued a liability of $4.6 million representing the estimated amount we will have to pay due to insufficient forecasted volumes at particular connection points. This accrual is reflected in the table above in Other long-term liabilities.

All of the noted commitments were routine and made in the ordinary course of our business.

Taking into account current commodity prices and anticipated levels of production, we believe that our net cash flow generated from operations and our other capital resources will be adequate to meet future obligations.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

We consider accounting policies and estimates related to oil and gas reserves, full cost accounting, and income taxes to be critical accounting policies and estimates. These are summarized in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2018.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risk including the risk of loss arising from adverse changes in commodity prices and interest rates.

Price Fluctuations

Our major market risk is pricing applicable to our oil, gas, and NGL production. The prices we receive for our production are based on prevailing market conditions and are influenced by many factors that are beyond our control. Pricing for oil, gas, and NGL production has been volatile and unpredictable. For the three months ended June 30, 2019, our total production revenue was comprised of approximately 76% oil sales, 6% gas sales, and 18% NGL sales. For the six months ended June 30, 2019, our total production revenue was comprised of approximately 69% oil sales, 13% gas sales, and 18% NGL sales. The following table shows how hypothetical changes in the realized prices we receive for our commodity sales may have impacted revenue for the periods indicated.



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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

We periodically enter into financial derivative contracts to hedge a portion of our price risk associated with our future oil and gas production. At June 30, 2019, we had oil and gas derivatives covering a portion of our 2019 and 2020 production, which were recorded as current and non-current assets and liabilities. At June 30, 2019, our oil and gas derivatives had a gross asset fair value of $43.6 million and a gross liability fair value of $50.9 million. See Note 3 to the Condensed Consolidated Financial Statements for additional information regarding our derivative instruments.

While these contracts limit the downside risk of adverse price movements, they may also limit future cash flow from favorable price movements. The following table shows how hypothetical changes in the forward prices used to calculate the fair value of our derivatives may have impacted the fair value as of June 30, 2019.
 
 
 
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
)

Interest Rate Risk

At June 30, 2019, our long-term debt consisted of $750 million of 4.375% senior unsecured notes that mature on June 1, 2024, $750 million of 3.90% senior unsecured notes that mature on May 15, 2027, and $500 million of 4.375% senior unsecured notes that mature on March 15, 2029. Because all of our outstanding long-term debt is at a fixed rate, we consider our interest rate exposure to be minimal. See Note 2 to the Condensed Consolidated Financial Statements for additional information regarding our debt.

ITEM 4. CONTROLS AND PROCEDURES 

Evaluation of Disclosure Controls and Procedures

Cimarex’s management, under the supervision and with the participation of the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), have evaluated the effectiveness of Cimarex’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of June 30, 2019.  Based on that evaluation, the CEO and CFO concluded that the disclosure controls and procedures are effective in providing reasonable assurance that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods required by the U.S. Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to management, including the CEO and CFO, to allow timely decisions regarding required disclosures.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended June 30, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



51

Table of Contents



PART II
 
ITEM 1. LEGAL PROCEEDINGS

The information set forth under the heading “Litigation” in Note 10 to the Condensed Consolidated Financial Statements is incorporated by reference in response to this item.

ITEM 1A. RISK FACTORS  

In addition to the other information set forth in this report, you should carefully consider the risks discussed in our Annual Report on Form 10-K for the year ended December 31, 2018. The risks described in the Annual Report on Form 10-K for the year ended December 31, 2018 are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, or future results. Material changes from the risk factors previously disclosed in our Form 10-K for the year ended December 31, 2018 are set forth below.

Oil, gas, and NGL prices fluctuate due to a number of factors beyond our control, creating a component of uncertainty in our development plans and overall operations. Declines in prices adversely affect our financial results and rate of growth in proved reserves and production.
 
Oil and gas markets are volatile. We cannot predict future prices. The prices we receive for our production heavily influence our revenue, profitability, access to capital, and future rate of growth. The prices we receive depend on numerous factors beyond our control. These factors include, but are not limited to, changes in domestic and global supply and demand for oil and gas, the level of domestic and global oil and gas exploration and production activity, pipeline capacity constraints limiting takeaway and increasing basis differentials, geopolitical instability, the actions of the Organization of Petroleum Exporting Countries, weather conditions, technological advances affecting energy consumption, governmental regulations and taxes, and the price and technological advancement of alternative fuels.
 
Our proved oil and gas reserves and production volumes will decrease unless those reserves are replaced with new discoveries or acquisitions. Accordingly, for the foreseeable future, we expect to make substantial capital investments for the exploration and development of new oil and gas reserves. Historically, we have paid for these types of capital expenditures with cash flow provided by our production operations, our revolving credit facility, and proceeds from the sale of senior notes or equity. Low prices reduce our cash flow and the amount of oil and gas that we can economically produce and may cause us to curtail, delay, or defer certain exploration and development projects. Moreover, low prices may impact our abilities to borrow under our revolving credit facility and to raise additional debt or equity capital to fund acquisitions.

If commodity pricing conditions stay at current levels or decline further, we will be required to take write-downs of the carrying value of our oil and gas properties.

Under the full cost method of accounting, we are required to perform quarterly ceiling test calculations to test our oil and gas properties for possible impairment. At June 30, 2019, a decline of approximately 4% or more in the value of our ceiling limitation would have resulted in an impairment. If commodity pricing conditions stay at current levels or decline further we will incur full cost ceiling impairments in future quarters. Because the ceiling calculation uses trailing twelve-month average commodity prices, the effect of declining prices is a lower ceiling value each quarter. This will result in ongoing impairments each quarter until prices stabilize or improve. Impairment charges do not affect cash flow from operating activities, but do adversely affect our net income and various components of our balance sheet.




52

Table of Contents


ITEM 6. EXHIBITS

Exhibits not incorporated by reference to a prior filing are designated by an asterisk (*) and are filed herewith.
Exhibit Number
 
Description
2.1
 
4.1
 
4.2
 
4.3
 
 
 
 
 
 
 
 
 
 
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




53

Table of Contents


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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
 
Vice President, Controller, and Chief Accounting Officer
 
(Principal Accounting Officer)




54

CIMAREX ENERGY CO.
1700 Lincoln Street, Suite 3700
Denver, Colorado 80203-4553





NOTICE OF GRANT OF RESTRICTED STOCK
AND AWARD AGREEMENT






Restricted Stock Holder: <first_name> <last_name>

Date of Grant: <award_date>

Number of Shares of Restricted Stock: <shares_awarded>

Restriction Period Ends: <vest_schedule_description>    








By accepting this agreement online, you and Cimarex Energy Co. (the “Company”) agree that the Restricted Stock is granted under and governed by the terms and conditions of the Company’s 2019 Equity Incentive Plan (the “Plan”) and the Award Agreement (the “Agreement”), both of which are attached and made a part of this document. In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Agreement, the terms and conditions of the Plan will prevail.

CIMAREX 2019 EQUITY INCENTIVE PLAN
RESTRICTED STOCK AWARD NOTICE OF GRANT AND AWARD AGREEMENT    Page 1 of 4 Pages



AWARD AGREEMENT

1.    Grant of Restricted Stock. The Company grants you Shares of Restricted Stock as set forth in the foregoing Notice of Grant. The Shares of Restricted Stock may be evidenced in the manner the Company deems appropriate, including, without limitation, a book-entry registration or issuance of a stock certificate or certificates.

2.    Restrictions on Transfer. You shall not sell, assign, transfer by gift or otherwise, pledge, hypothecate, or otherwise dispose of, by operation of law or otherwise, any of the Shares prior to the end of the Restriction Period or as otherwise permitted by this Agreement or the terms of the Plan.

3.    Termination of Employment.

(a)    Death or Disability. If your employment with the Company terminates on account of death or Disability prior to the end of the Restriction Period, the Restricted Stock will be fully vested and payable as of the date of such death or disability.

(b)    Other Terminations. If your employment with the Company terminates prior to the end of the Restriction Period for any reason other than death or Disability, whether or not your termination is voluntary or involuntary, your unvested Restricted Stock will be forfeited, and you shall immediately transfer and assign to the Company, without any consideration, all unvested Restricted Stock, and you shall not exercise any of the privileges or rights of a stockholder with respect to the Restricted Stock.

4.    Change in Control. Upon the occurrence of a Change in Control, the Restricted Stock will be fully vested and freely transferable, except that you shall not make any sale or transfer that would conflict with or violate any of the provisions of the Securities Act of 1933 or applicable state securities laws or the Company’s insider trading policy. The Committee may also provide for the assumption or substitution of the Restricted Stock by the surviving entity on terms comparable to the terms of this Agreement and may make any other provision for the Restricted Stock as the Committee, in its sole discretion, deems appropriate.

5.    Removal of Restrictions. Upon the expiration of the Restriction Period, the Company shall deliver Shares to you. The Company may elect to electronically deliver the Shares to your account at a brokerage firm selected by the Company.

6.    Withholding Taxes. Unless you make other arrangements with the Company, the Company will withhold a number of Shares having a Fair Market Value (as defined in the Plan) on the date of payment equal to the minimum statutory total tax which could be withheld on the transaction. You may also make arrangements with the Company to pay the amount of taxes required by law or to deliver to the Company previously owned Shares having a Fair Market Value on the date of payment equal to the minimum statutory total tax. In no event will any form of payment made by you be permitted if it would result in an accounting charge with respect to Shares delivered to pay such taxes, unless otherwise approved by the Committee.

7.    Effect of Prohibited Transfer. If any transfer of Shares of Restricted Stock is made or attempted to be made contrary to the terms of this Agreement, the Company will have the right to acquire, without the payment of any consideration, such Shares from you or your transferee, at any time before or after a prohibited transfer. In addition to any other legal or equitable remedies it may have, the Company may enforce its rights to specific performance to the extent permitted by law and may exercise such other

CIMAREX 2019 EQUITY INCENTIVE PLAN
RESTRICTED STOCK AWARD NOTICE OF GRANT AND AWARD AGREEMENT    Page 2 of 4 Pages



equitable remedies then available to it. The Company may refuse for any purpose to recognize any transferee who receives Shares contrary to the provisions of this Agreement as a stockholder and may retain and/or recover all dividends on such Shares that were paid or payable subsequent to the date on which the prohibited transfer was made or attempted.
8.    Adjustments to the Stock. During the Restriction Period, the Plan provides for certain adjustments to the number of Shares in connection with a reorganization or other changes to the Company’s common stock.

9.    Rights as a Stockholder. During the Restriction Period, you will have the right to receive dividends and to vote the Shares of Restricted Stock. If any dividends or distributions are paid in Shares of Common Stock, all of these Shares will be subject to the same restrictions on transferability as the Shares of Restricted Stock with respect to which they were paid.
10.    Miscellaneous.

(a)    Notices. Any notice required or permitted to be given under this Agreement shall be in writing and shall be delivered electronically, personally or mailed (U.S. Mail) by the Company to you at your then current address as maintained by the Company or such other address as you may advise the Company in writing. Any such notice shall be deemed to have been given as of the second day after deposit in the United States mails, postage prepaid, properly addressed as set forth in this paragraph, in the case of a mailed notice, or as of the date delivered in the case of electronic or personal delivery.

(b)    Amendment. Except as provided herein or in the Plan, this Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and you.

(c)    Defined Terms. Capitalized terms have the meaning set forth in the Plan or herein, as the case may be.

(d)    Construction; Severability. The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law.

(e)    Waiver. Any provision contained in this Agreement may be waived, either generally or in any particular instance, by the Committee appointed under the Plan, but only to the extent permitted under the Plan.

(f)    Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Company and you and their respective heirs, executors, administrators, legal representatives, successors and assigns.

(g)    No Right to Continued Employment. Nothing contained in this Agreement or the Plan shall be construed as giving you any right to remain employed by (or provide other service to) the Company, any Subsidiary or any Affiliated Entity. The Company reserves the right to terminate your employment (or other service) at any time.


CIMAREX 2019 EQUITY INCENTIVE PLAN
RESTRICTED STOCK AWARD NOTICE OF GRANT AND AWARD AGREEMENT    Page 3 of 4 Pages



(h)     Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

Attachments:

These documents constitute part of a prospectus covering securities that have been registered under the Securities Act of 1933.

Cimarex Energy Co. 2019 Equity Incentive Plan
Summary of the Cimarex Energy Co. 2019 Equity Incentive Plan
Form 10-K and other periodic reports [SEC Filings]


[REST OF THE PAGE IS LEFT BLANK INTENTIONALLY]

CIMAREX 2019 EQUITY INCENTIVE PLAN
RESTRICTED STOCK AWARD NOTICE OF GRANT AND AWARD AGREEMENT    Page 4 of 4 Pages


CIMAREX ENERGY CO.
1700 Lincoln Street, Suite 3700
Denver, Colorado 80203-4553





NOTICE OF GRANT OF NONQUALIFIED STOCK OPTION
AND AWARD AGREEMENT





Option Holder: <first_name> <last_name>
Type of Option: Nonqualified stock option
 
 
Date of Grant: <award_date>
Option Price per share:  <award_price>
 
 
Number of shares: <shares_awarded>
Expiration Date:  7 years from Date of Grant

Vesting Schedule: One-third each year
on anniversary of the Date of Grant

 






By accepting this agreement online, you and Cimarex Energy Co. (the “Company”) agree that this Option is granted under and governed by the terms and conditions of the Company’s 2019 Equity Incentive Plan and the Award Agreement (the “Agreement”), both of which are attached and made a part of this document. In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of the Agreement, the terms and conditions of the Plan will prevail.

CIMAREX 2019 EQUITY INCENTIVE PLAN NONQUALIFIED STOCK OPTION
NOTICE OF GRANT AND AWARD AGREEMENT         Page 1 of 1 Pages



AWARD AGREEMENT
1.Grant of Option. The Company grants you a Nonqualified Stock Option (the “Option”) to purchase the number of shares of Common Stock at the exercise price per share of Common Stock (the “Option Price”) as set forth in the attached Notice of Grant. The Option is not intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).
2.    Option Term; Expiration Date. The term of the Option is seven (7) years measured from the Date of Grant, unless sooner terminated under this Agreement or the Plan (the “Expiration Date”).
3.    Vesting. The Option is only exercisable, in whole or in part, on or before the Expiration Date and then only with respect to the vested portion of the Option. Except as otherwise provided in this Agreement and the Plan, the Option vests and becomes exercisable to purchase shares of Common Stock as set forth in the Notice of Grant. Shares scheduled to vest on a certain date or upon the occurrence of a certain condition will not vest in accordance with any of the provisions of this Agreement unless you have been an employee (or other service provider) of the Company, a Subsidiary or an Affiliated Entity continuously from the Date of Grant until the date such vesting occurs.
4.    Termination of Employment.
(a)    Death or Disability. If your employment with the Company terminates on account of death or Disability prior to the Option vesting, the Option will be fully vested and payable.

(b)    Other Terminations. If your employment with the Company terminates prior to the end of the vesting period for any reason other than death or Disability, whether or not your termination is voluntary or involuntary, the unvested portion of your Option will be forfeited.

5.    Termination of Employment – Option Exercise. Except as otherwise set forth in this Agreement, the Option may be exercised upon termination of employment (or other service) on or before the Expiration Date as follows:
(a)    Upon termination of employment on or after your 62nd birthday or as a result of your death or Disability, the vested portion of the Option may be exercised by you (or your personal representative in the case of death) during the remaining term of the Option, but in no event after the Expiration Date.
(b)    Upon your termination of employment (or other service) for any reason other than Cause, whether voluntary or involuntary, you may exercise the vested portion of the Option within three (3) months following the date of such termination, but in no event after the Expiration Date.
If your employment (or other service) with the Company is terminated for Cause prior to the Expiration Date, the entire Option, whether or not vested, shall become void, shall be forfeited and shall terminate immediately upon your termination of employment (or other service). For this purpose, Cause shall mean a conviction (or pleading nolo contendere) of a felony or termination of employment (or other service) due to a violation of the Company’s Code of Business Conduct and Ethics, as determined by the Committee (or its designee) in good faith.

CIMAREX 2019 EQUITY INCENTIVE PLAN NONQUALIFIED STOCK OPTION
NOTICE OF GRANT AND AWARD AGREEMENT         Page 2 of 2 Pages



6.Change of Control. Upon the occurrence of a Change in Control, the unvested portion, if any, of an outstanding Option will become immediately and automatically vested. In addition, the Company or successor or purchaser may make provision for the assumption of the outstanding Option, the substitution of a new option for the outstanding Option on terms comparable to the outstanding Option, or the Committee, upon 45 days advance notice, may provide that any outstanding Option will expire. The Committee need not take the same action with respect to all outstanding Options.

7.Exercising the Option. The Option may be exercised on or before the Expiration Date in accordance with the Plan and the terms of this Agreement. The Option may be exercised by delivery of a Notice of Exercise to the Company’s Corporate Secretary (or his or her designee) and full payment of the Option Price and satisfaction of applicable tax withholding. The Notice of Exercise must identify the Option being exercised, the number of shares of Common Stock to be purchased and include any other information, and be in the form required by the Committee (or its designee) from time to time (the “Notice of Exercise”).
8.Tax Withholding. The issuance of Common Stock pursuant to the exercise of the Option is subject to the requirement that you make appropriate arrangements with the Company to provide for the amount of additional income and other tax withholding applicable to the exercise of the Option. Subject to any election procedures and other requirements determined by the Company, you may pay the amount of taxes required by law to be withheld by directing the Company to withhold a number of shares of Common Stock having a Fair Market Value on the date of payment equal to the amount of the required tax withholding.
9.Method of Payment. The Option Price and tax withholding for shares of Common Stock purchased upon the exercise of the Option may be paid by the following methods:
(a)    in cash or by check, bank draft or money order payable to the order of the Company;
(b)    by delivering shares of Common Stock with a Fair Market Value on the date of payment equal to the amount of the Option Price, subject to such additional requirements determined by the Committee (or its designee);
(c)    payment through a transaction involving a licensed broker or dealer (acceptable to the Company) acting on your behalf to sell shares and deliver all or part of the sales proceeds to the Company in payment of the Option Price and applicable tax withholding, subject to such additional requirements determined by the Committee (or its designee);
(d)    payment of the exercise price and required tax withholding with shares of Common Stock acquired pursuant to the exercise (the Common Stock being valued at Fair Market Value on the date of exercise);
(e)    a combination of the foregoing; or
(f)    any other method of payment adopted by the Company in connection with the Plan and approved by the Committee prior to the time of exercise.
10.Transferability. You may not transfer the Option except by will or pursuant to the laws of descent and distribution, nor may you pledge, hypothecate or otherwise dispose of the Option, by operation of law or otherwise. The Option may be exercised during your life only by you, or in the event of your

CIMAREX 2019 EQUITY INCENTIVE PLAN NONQUALIFIED STOCK OPTION
NOTICE OF GRANT AND AWARD AGREEMENT         Page 3 of 3 Pages



Disability or incapacity, by your guardian or legal representative and after your death, only by those entitled to do so under your will or the applicable laws of descent and distribution.    
11.Rights as Stockholder. Neither you nor your successor shall have any right as a stockholder with respect to the shares of Common Stock covered by this Option prior to your purchase of the shares of Common Stock by exercise of the Option, including, but not limited to, the right to vote the shares or receive dividends or dividend equivalents.
12.Miscellaneous.
(a)    Adjustments. The Plan provides for certain adjustments to the number of shares of Common Stock covered by the Option, the Option Price and other changes in connection with a reorganization or other changes to the Common Stock.
(b)    Change of Control. The Plan describes the actions that may be taken by the Committee with respect to the Option upon the occurrence of a Change of Control Event.
(c)    Restrictions on Common Stock. Any shares of Common Stock acquired under the Option or otherwise by you are subject to the Company’s Insider Trading Policy and may be subject to other restrictions on resale. Any sale or other disposition of shares by you must be made in compliance with the Company’s Insider Trading Policy, in effect from time to time, securities law and other applicable legal requirements.
(d)    Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to Options awarded under the Plan or future Options that may be awarded under the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through any on-line or electronic system established and maintained by the Company or another third party designated by the Company.
(e)    Amendment or Modifications to the Agreement. This Agreement constitutes the entire understanding of the parties on the subjects covered. You expressly warrant that you are not accepting this Agreement in reliance on any promises, representations, or inducements other than those contained herein. Except as provided in the Plan or elsewhere in this Agreement, modifications to this Agreement or the Plan may only be made in writing and signed by a duly authorized officer of the Company. Notwithstanding anything to the contrary in the Plan or this Agreement, the Company reserves the right to revise this Agreement as it deems necessary or advisable, in its sole discretion and without your consent, to comply with Section 409A of the Code or to otherwise avoid imposition of any additional tax or income recognition under Section 409A of the Code in connection with this Option.
(f)    Amendment or Termination of the Plan. By accepting this Option, you expressly warrant that you have received an Option under the Plan, and have received, read and are familiar with the terms of the Plan. You understand that the Plan is discretionary in nature and that it may be amended, suspended or terminated by the Company at any time.
(g)    Defined Terms. Capitalized terms have the meaning set forth in the Plan or herein, as the case may be.

CIMAREX 2019 EQUITY INCENTIVE PLAN NONQUALIFIED STOCK OPTION
NOTICE OF GRANT AND AWARD AGREEMENT         Page 4 of 4 Pages



(h)    Compliance with Securities Laws. This Agreement shall be subject to the requirement that if at any time counsel to the Company determines that the listing, registration or qualification of the shares of Common Stock subject to the Option upon any securities exchange or under any state or federal law, or the consent or approval of any governmental or regulatory body, is necessary as a condition of, or in connection with, the issuance or purchase of such shares thereunder, the Option may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained on conditions acceptable to the Committee. Nothing herein shall be deemed to require the Company to apply for, obtain, or keep current, any such listing, registration or qualification.
(i)    Construction; Severability. The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law.
(j)    Waiver. Any provision contained in this Agreement may be waived, either generally or in any particular instance, by the Committee appointed under the Plan, but only to the extent permitted under the Plan.
(k)    Binding Effect. Subject to the limits on the transferability of the Option, this Agreement shall be binding upon and inure to the benefit of the Company and you and their respective heirs, executors, administrators, legal representatives, successors and assigns.
(l)    No Right to Continued Employment. Nothing contained in this Agreement or the Plan shall be construed as giving you any right to remain employed by (or provide other service to) the Company, any Subsidiary or any Affiliated Entity. The Company reserves the right to terminate your employment (or other service) at any time.
(m)    Notices. Any notice required or permitted to be given under this Agreement shall be in writing and shall be delivered electronically, personally or mailed (U.S. Mail) by the Company to you at your then current address as maintained by the Company or such other address as you may advise the Company in writing. Any such notice shall be deemed to have been given as of the second day after deposit in the United States mails, postage prepaid, properly addressed as set forth in this paragraph, in the case of a mailed notice, or as of the date delivered in the case of electronic or personal delivery.
(n)    Governing Law. This Agreement and the Plan shall be governed by and construed in accordance with the laws of the State of Delaware except as superseded by applicable Federal law.
Attachments:

These documents constitute part of a prospectus covering securities that have been registered under the Securities Act of 1933.

Cimarex Energy Co. 2019 Equity Incentive Plan
Summary of the Cimarex Energy Co. 2019 Equity Incentive Plan
Form 10-K and other periodic reports [SEC Filings]


CIMAREX 2019 EQUITY INCENTIVE PLAN NONQUALIFIED STOCK OPTION
NOTICE OF GRANT AND AWARD AGREEMENT         Page 5 of 5 Pages



Exhibit 31.1
I, Thomas E. Jorden, certify that:

1)
I have reviewed this quarterly report on Form 10-Q of Cimarex Energy Co.;
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 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 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):
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.
Dated: August 5, 2019
 
 
 
 
 
 
/s/ Thomas E. Jorden
 
Name:
Thomas E. Jorden
 
Title:
Chairman, President and Chief Executive Officer





Exhibit 31.2
I, G. Mark Burford, certify that:
 
1)
I have reviewed this quarterly report on Form 10-Q of Cimarex Energy Co.;
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 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 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):
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.
Dated: August 5, 2019
 
 
 
 
 
 
/s/ G. Mark Burford
 
Name:
G. Mark Burford
 
Title:
Senior Vice President and Chief Financial Officer





Exhibit 32.1
 
 
 
Certification
 
Pursuant to 18 U.S.C. § 1350, the undersigned officer of Cimarex Energy Co. (the Company), hereby certifies, to such officer’s knowledge, that the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2019 (the Report) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 5, 2019
 
 
 
 
 
 
/s/ Thomas E. Jorden
 
Name:
Thomas E. Jorden
 
Title:
Chairman, President and Chief Executive Officer

The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as a separate disclosure document.

 
 





Exhibit 32.2
 
 
 
Certification
 
Pursuant to 18 U.S.C. § 1350, the undersigned officer of Cimarex Energy Co. (the Company), hereby certifies, to such officer’s knowledge, that the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2019 (the Report) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 5, 2019
 
 
 
 
 
 
/s/ G. Mark Burford
 
Name:
G. Mark Burford
 
Title:
Senior Vice President and Chief Financial Officer

The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as a separate disclosure document.