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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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FORM 10-Q
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Roan Resources, Inc.
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(Exact Name of Registrant as Specified in its Charter)
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Delaware
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83-1984112
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(State or Other Jurisdiction
of Incorporation) |
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(IRS Employer
Identification No.) |
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14701 Hertz Quail Springs Pkwy
Oklahoma City, OK
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73134
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(Address of Principal Executive Offices)
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(Zip Code)
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(405) 896-8050
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(Registrant’s Telephone Number, including Area Code)
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Large Accelerated Filer
¨
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Accelerated Filer
¨
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Non-Accelerated Filer
x
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Smaller Reporting Company
¨
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Emerging Growth Company
¨
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Securities Registered Pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading Symbol
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Name of Each Exchange on Which Registered
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Class A Common Stock, par value $0.001 per share
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ROAN
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New York Stock Exchange
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•
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our business strategy;
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•
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our reserves;
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•
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our drilling plans, prospects, inventories, projects and programs;
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•
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our ability to replace the reserves we produce through drilling and property acquisitions;
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•
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our financial strategy, liquidity and capital required for our drilling program and timing related thereto;
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•
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our realized oil, natural gas and NGL prices;
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•
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the timing and amount of our future production of oil, natural gas and NGLs;
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•
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our competition and government regulations;
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•
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our ability to obtain permits and governmental approvals;
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•
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our pending legal or environmental matters;
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•
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our marketing of oil, natural gas and NGLs;
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•
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our leasehold or business acquisitions;
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•
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our costs of developing our properties;
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•
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our hedging strategy and results;
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•
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general economic conditions;
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•
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credit markets;
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•
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uncertainty regarding our future operating results including initial production values and liquid yields in our type curve areas;
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•
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the costs, terms and availability of gathering, processing, fractionation and other midstream services; and
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•
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our plans, objectives, expectations and intentions that are not historical.
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March 31, 2019
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December 31, 2018
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(in thousands, except par value and share data)
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ASSETS
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Current assets
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||||
Cash and cash equivalents
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$
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2,189
|
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$
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6,883
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Accounts receivable
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Oil, natural gas and natural gas liquid sales
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52,506
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55,564
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Affiliates
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5,175
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9,669
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Joint interest owners and other, net
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148,051
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133,387
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||
Prepaid drilling advances
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23,132
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28,977
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Derivative contracts
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14,104
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82,180
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Other current assets
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10,179
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|
6,655
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Total current assets
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255,336
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323,315
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Noncurrent assets
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Oil and natural gas properties, successful efforts method
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2,801,145
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2,628,333
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Accumulated depreciation, depletion, amortization and impairment
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(282,541
|
)
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(230,836
|
)
|
||
Oil and natural gas properties, net
|
2,518,604
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|
2,397,497
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Derivative contracts
|
4,529
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|
20,638
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Other
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12,967
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7,659
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Total assets
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$
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2,791,436
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$
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2,749,109
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LIABILITIES AND EQUITY
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Current liabilities
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Accounts payable
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$
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121,110
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$
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49,746
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Accrued liabilities
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131,403
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|
176,494
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Accounts payable and accrued liabilities – Affiliates
|
—
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8,577
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Revenue payable
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95,104
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97,963
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Drilling advances
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36,149
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31,058
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Derivative contracts
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5,583
|
|
|
845
|
|
||
Other current liabilities
|
2,552
|
|
|
790
|
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Total current liabilities
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391,901
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365,473
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Noncurrent liabilities
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Long-term debt
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602,639
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514,639
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Deferred tax liabilities, net
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333,966
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356,862
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Asset retirement obligations
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16,967
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16,058
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Derivative contracts
|
241
|
|
|
141
|
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Other
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5,679
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|
902
|
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Total liabilities
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1,351,393
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1,254,075
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Commitments and contingencies (Note 14)
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Equity
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Class A common stock, $0.001 par value; 800,000,000 shares authorized; 152,539,532 shares issued and outstanding at March 31, 2019 and December 31, 2018
|
153
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153
|
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Preferred stock, $0.001 par value; 50,000,000 shares authorized; no shares issued and outstanding at March 31, 2019 or December 31, 2018
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—
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—
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Additional paid-in capital
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1,649,466
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1,646,401
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Accumulated deficit
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(209,576
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)
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(151,520
|
)
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Total equity
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1,440,043
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1,495,034
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Total liabilities and equity
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$
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2,791,436
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$
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2,749,109
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Three Months Ended
March 31, |
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2019
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2018
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(in thousands, except per share amounts)
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Revenues
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Oil sales
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$
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60,571
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$
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63,692
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Natural gas sales
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11,189
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10,332
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Natural gas sales – Affiliates
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10,592
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|
6,558
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Natural gas liquid sales
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8,338
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11,939
|
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Natural gas liquid sales – Affiliates
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7,849
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8,449
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Loss on derivative contracts
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(83,642
|
)
|
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(9,614
|
)
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Total revenues
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14,897
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91,356
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Operating Expenses
|
|
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Production expenses
|
|
14,846
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|
8,355
|
|
||
Production taxes
|
|
5,039
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|
2,386
|
|
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Exploration expenses
|
|
12,488
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|
7,850
|
|
||
Depreciation, depletion, amortization and accretion
|
|
41,572
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|
|
21,865
|
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General and administrative
|
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15,825
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14,020
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Gain on sale of other assets
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(664
|
)
|
|
—
|
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Total operating expenses
|
|
89,106
|
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|
54,476
|
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Total operating (loss) income
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|
(74,209
|
)
|
|
36,880
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Other income (expense)
|
|
|
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|
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Interest expense, net
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|
(6,744)
|
|
|
(1,799
|
)
|
||
Net (loss) income before income taxes
|
|
(80,953
|
)
|
|
35,081
|
|
||
Income tax benefit
|
|
(22,897
|
)
|
|
—
|
|
||
Net (loss) income
|
|
$
|
(58,056
|
)
|
|
$
|
35,081
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|
Earnings (loss) per share
|
|
|
|
|
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Basic
|
|
$
|
(0.38
|
)
|
|
$
|
0.23
|
|
Diluted
|
|
$
|
(0.38
|
)
|
|
$
|
0.23
|
|
Weighted average number of shares outstanding
|
|
|
|
|
||||
Basic
|
|
152,540
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|
|
151,294
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Diluted
|
|
152,540
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|
|
151,294
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|
|
Stockholders’ Equity
|
|
|
||||||||||||||
|
Common Stock (Shares)
|
Common Stock
|
Additional Paid-in Capital
|
Accumulated Deficit
|
Members’ Equity
|
Total Equity
|
|||||||||||
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(in thousands)
|
||||||||||||||||
Balance at December 31, 2017
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1,584,769
|
|
$
|
1,584,769
|
|
Acquisition of oil and natural gas properties in exchange for equity units
|
—
|
|
—
|
|
—
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|
—
|
|
39,906
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|
39,906
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|
|||||
Equity-based compensation
|
—
|
|
—
|
|
—
|
|
—
|
|
2,292
|
|
2,292
|
|
|||||
Net income
|
—
|
|
—
|
|
—
|
|
—
|
|
35,081
|
|
35,081
|
|
|||||
Balance at March 31, 2018
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1,662,048
|
|
$
|
1,662,048
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
|
|
|
|
|
|||||||||||
|
|
|
|
|
|
|
|||||||||||
Balance at December 31, 2018
|
152,540
|
|
$
|
153
|
|
$
|
1,646,401
|
|
$
|
(151,520
|
)
|
$
|
—
|
|
$
|
1,495,034
|
|
Equity-based compensation
|
—
|
|
—
|
|
3,065
|
|
—
|
|
—
|
|
3,065
|
|
|||||
Net loss
|
—
|
|
—
|
|
—
|
|
(58,056
|
)
|
—
|
|
(58,056
|
)
|
|||||
Balance at March 31, 2019
|
152,540
|
|
$
|
153
|
|
$
|
1,649,466
|
|
$
|
(209,576
|
)
|
$
|
—
|
|
$
|
1,440,043
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Cash flows from operating activities
|
|
|
|
||||
Net (loss) income
|
$
|
(58,056
|
)
|
|
$
|
35,081
|
|
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
|
|
|
|||||
Depreciation, depletion, amortization and accretion
|
41,572
|
|
|
21,865
|
|
||
Unproved leasehold amortization and impairment
|
11,331
|
|
|
7,350
|
|
||
Gain on sale of other assets
|
(664
|
)
|
|
—
|
|
||
Amortization of deferred financing costs
|
537
|
|
|
145
|
|
||
Loss on derivative contracts
|
83,642
|
|
|
9,614
|
|
||
Net cash received (paid) upon settlement of derivative contracts
|
2,549
|
|
|
(4,138
|
)
|
||
Equity-based compensation
|
3,065
|
|
|
2,292
|
|
||
Deferred income taxes
|
(22,897
|
)
|
|
—
|
|
||
Other
|
1,514
|
|
|
—
|
|
||
Changes in operating assets and liabilities increasing (decreasing) cash:
|
|
|
|
||||
Accounts receivable and other assets
|
(14,770
|
)
|
|
(56,369
|
)
|
||
Accounts payable and other liabilities
|
15,792
|
|
|
(24,614
|
)
|
||
Net cash provided by (used in) operating activities
|
63,615
|
|
|
(8,774
|
)
|
||
Cash flows from investing activities
|
|
|
|
||||
Acquisition of oil and natural gas properties
|
—
|
|
|
(22,935
|
)
|
||
Capital expenditures for oil and natural gas properties
|
(159,381
|
)
|
|
(87,549
|
)
|
||
Acquisition of other property and equipment
|
(83
|
)
|
|
(770
|
)
|
||
Proceeds from sale of other assets
|
1,264
|
|
|
—
|
|
||
Net cash used in investing activities
|
(158,200
|
)
|
|
(111,254
|
)
|
||
Cash flows from financing activities
|
|
|
|
||||
Proceeds from borrowings
|
88,000
|
|
|
121,300
|
|
||
Other
|
1,891
|
|
|
—
|
|
||
Net cash provided by financing activities
|
89,891
|
|
|
121,300
|
|
||
Net (decrease) increase in cash and cash equivalents
|
(4,694
|
)
|
|
1,272
|
|
||
Cash and cash equivalents, beginning of period
|
6,883
|
|
|
1,471
|
|
||
Cash and cash equivalents, end of period
|
$
|
2,189
|
|
|
$
|
2,743
|
|
|
|
|
|
||||
Supplemental disclosure of cash flow information
|
|
|
|
||||
Cash paid for interest, net of capitalized interest
|
$
|
5,718
|
|
|
$
|
1,569
|
|
|
|
|
|
||||
Supplemental disclosure of non-cash investing and financing activities
|
|
|
|
||||
Change in accrued capital expenditures
|
$
|
4,489
|
|
|
$
|
(2,951
|
)
|
Acquisition of oil and natural gas properties for equity
|
$
|
—
|
|
|
$
|
39,906
|
|
Right of use assets obtained in exchange for operating lease liabilities
|
$
|
7,139
|
|
|
$
|
—
|
|
|
As of March 31, 2019
|
||||||||
|
Under ASC 842
|
Under ASC 840
|
Increase/(decrease)
|
||||||
|
(in thousands)
|
||||||||
Other noncurrent assets
|
$
|
6,068
|
|
$
|
—
|
|
$
|
6,068
|
|
Other current liabilities
|
$
|
1,813
|
|
$
|
—
|
|
$
|
1,813
|
|
Other noncurrent liabilities
|
$
|
5,326
|
|
$
|
1,071
|
|
$
|
4,255
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
(in thousands)
|
||||||
Oil and natural gas properties
|
|
|
|
||||
Proved
|
$
|
1,730,526
|
|
|
$
|
1,538,379
|
|
Unproved
|
1,070,619
|
|
|
1,089,954
|
|
||
Less: accumulated depreciation, depletion, amortization and impairment
|
(282,541
|
)
|
|
(230,836
|
)
|
||
Oil and natural gas properties, net
|
$
|
2,518,604
|
|
|
$
|
2,397,497
|
|
Asset retirement obligation, December 31, 2018
|
$
|
16,848
|
|
Liabilities incurred or acquired
|
667
|
|
|
Revisions in estimated cash flows
|
—
|
|
|
Liabilities settled
|
(87
|
)
|
|
Accretion expense
|
278
|
|
|
Asset retirement obligation, March 31, 2019
|
17,706
|
|
|
Less: current portion of obligations
(1)
|
739
|
|
|
Asset retirement obligation – long term
|
$
|
16,967
|
|
|
2019
|
|
2020
|
|
Total
|
||||||
Oil fixed price swaps
|
|
|
|
|
|
||||||
Volume (Bbl)
|
3,874,890
|
|
|
3,063,500
|
|
|
6,938,390
|
|
|||
Weighted-average price
|
$
|
60.05
|
|
|
$
|
60.74
|
|
|
$
|
60.36
|
|
Natural gas fixed price swaps
|
|
|
|
|
|
||||||
Volume (MMBtu)
|
30,442,000
|
|
|
16,005,000
|
|
|
46,447,000
|
|
|||
Weighted-average price
|
$
|
2.91
|
|
|
$
|
2.64
|
|
|
$
|
2.82
|
|
Natural gas basis swaps
|
|
|
|
|
|
||||||
Volume (MMBtu)
|
22,000,000
|
|
|
7,320,000
|
|
|
29,320,000
|
|
|||
Weighted-average price
|
$
|
0.60
|
|
|
$
|
0.53
|
|
|
$
|
0.58
|
|
Natural gas liquids fixed price swaps
|
|
|
|
|
|
||||||
Volume (Bbl)
|
825,000
|
|
|
—
|
|
|
825,000
|
|
|||
Weighted-average price
|
$
|
32.25
|
|
|
$
|
—
|
|
|
$
|
32.25
|
|
|
Three Months Ended March 31, 2019
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Loss on derivative contracts
|
$
|
(83,642
|
)
|
|
$
|
(9,614
|
)
|
Net cash received (paid) upon settlement of derivative contracts
(1)
|
$
|
5,382
|
|
|
$
|
(4,138
|
)
|
|
March 31, 2019
|
||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Gross Fair Value
|
|
Netting
|
|
Carrying Value
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current commodity derivatives
|
$
|
—
|
|
|
$
|
19,834
|
|
|
$
|
—
|
|
|
$
|
19,834
|
|
|
$
|
(5,730
|
)
|
|
$
|
14,104
|
|
Noncurrent commodity derivatives
|
—
|
|
|
5,805
|
|
|
—
|
|
|
5,805
|
|
|
(1,276
|
)
|
|
4,529
|
|
||||||
Total assets
|
$
|
—
|
|
|
$
|
25,639
|
|
|
$
|
—
|
|
|
$
|
25,639
|
|
|
$
|
(7,006
|
)
|
|
$
|
18,633
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current commodity derivatives
|
$
|
—
|
|
|
$
|
(11,313
|
)
|
|
$
|
—
|
|
|
$
|
(11,313
|
)
|
|
$
|
5,730
|
|
|
$
|
(5,583
|
)
|
Noncurrent commodity derivatives
|
—
|
|
|
(1,517
|
)
|
|
—
|
|
|
(1,517
|
)
|
|
1,276
|
|
|
(241
|
)
|
||||||
Total liabilities
|
$
|
—
|
|
|
$
|
(12,830
|
)
|
|
$
|
—
|
|
|
$
|
(12,830
|
)
|
|
$
|
7,006
|
|
|
$
|
(5,824
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
December 31, 2018
|
||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Gross Fair Value
|
|
Netting
|
|
Carrying Value
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current commodity derivatives
|
$
|
—
|
|
|
$
|
85,728
|
|
|
$
|
—
|
|
|
$
|
85,728
|
|
|
$
|
(3,548
|
)
|
|
$
|
82,180
|
|
Noncurrent commodity derivatives
|
—
|
|
|
21,565
|
|
|
—
|
|
|
21,565
|
|
|
(927
|
)
|
|
20,638
|
|
||||||
Total assets
|
$
|
—
|
|
|
$
|
107,293
|
|
|
$
|
—
|
|
|
$
|
107,293
|
|
|
$
|
(4,475
|
)
|
|
$
|
102,818
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current commodity derivatives
|
$
|
—
|
|
|
$
|
(4,393
|
)
|
|
$
|
—
|
|
|
$
|
(4,393
|
)
|
|
$
|
3,548
|
|
|
$
|
(845
|
)
|
Noncurrent commodity derivatives
|
—
|
|
|
(1,068
|
)
|
|
—
|
|
|
(1,068
|
)
|
|
927
|
|
|
(141
|
)
|
||||||
Total liabilities
|
$
|
—
|
|
|
$
|
(5,461
|
)
|
|
$
|
—
|
|
|
$
|
(5,461
|
)
|
|
$
|
4,475
|
|
|
$
|
(986
|
)
|
|
Number of
PSUs |
|
Weighted
Average Fair Value |
|
Total Fair
Value ($ in thousands) |
|||||
Outstanding at December 31, 2018
|
1,158,750
|
|
|
$
|
30.95
|
|
|
$
|
35,864
|
|
Granted
|
—
|
|
|
—
|
|
|
—
|
|
||
Vested
|
—
|
|
|
—
|
|
|
—
|
|
||
Forfeited
|
—
|
|
|
—
|
|
|
—
|
|
||
Outstanding at March 31, 2019
|
1,158,750
|
|
|
$
|
30.95
|
|
|
$
|
35,864
|
|
|
Number of
RSUs |
|
Weighted
Average Fair Value |
|
Total Fair
Value ($ in thousands) |
|||||
Outstanding at December 31, 2018
|
11,800
|
|
|
$
|
16.95
|
|
|
$
|
200
|
|
Granted
|
—
|
|
|
—
|
|
|
—
|
|
||
Vested
|
—
|
|
|
—
|
|
|
—
|
|
||
Forfeited
|
—
|
|
|
—
|
|
|
—
|
|
||
Outstanding at March 31, 2019
|
11,800
|
|
|
$
|
16.95
|
|
|
$
|
200
|
|
Operating Leases
|
|
||
Operating lease right of use assets
|
$
|
6,068
|
|
|
|
||
Current operating lease liabilities
|
$
|
1,813
|
|
Noncurrent operating lease liabilities
|
5,326
|
|
|
Total operating lease liabilities
|
$
|
7,139
|
|
2019
|
$
|
1,384
|
|
2020
|
2,046
|
|
|
2021
|
2,136
|
|
|
2022
|
2,229
|
|
|
2023
|
456
|
|
|
Thereafter
|
171
|
|
|
Total lease payments
|
8,422
|
|
|
Less imputed interest
|
(1,283
|
)
|
|
Total
|
$
|
7,139
|
|
•
|
actual and projected reserve and production levels;
|
•
|
realized prices on the sale of oil, natural gas and NGLs, including the effect of our commodity derivative contracts;
|
•
|
lease operating expenses; and
|
•
|
capital expenditures on our oil and natural gas properties.
|
•
|
Net loss
was
$58.1 million
for the
three months ended March 31, 2019
, as compared to
net income
of
$35.1 million
for the
three months ended March 31, 2018
. The
net loss
was primarily due to:
|
•
|
$2.4 million
decrease
in total oil, natural gas and NGL sales, primarily as a result of a
decrease
in realized prices during the
three months ended March 31, 2019
partially offset by an
increase
in production volumes.
|
•
|
$74.0 million
increase in loss on derivative contracts during the
three months ended March 31, 2019
as a result of increases in oil prices during this period;
|
•
|
$6.5 million
increase
in production expenses, primarily related to an
increase
in production volumes for the
three months ended March 31, 2019
;
|
•
|
$4.6 million
increase
in exploration expenses, primarily related to increased unproved leasehold amortization during the
three months ended March 31, 2019
;
|
•
|
$19.7 million
increase
in depreciation, depletion, amortization and accretion, primarily due to an
increase
in production volumes and a higher depletion rate due to increases in capital expenditures;
|
•
|
$22.9 million
income tax benefit during the
three months ended March 31, 2019
.
|
•
|
Average daily sales volumes were
48.9
MBoe for the
three months ended March 31, 2019
, an
increase
of
30%
compared to
37.7
MBoe during the same period in
2018
.
|
•
|
Drilled or participated in
24
gross (
13
net) wells with first production during the first
three
months of
2019
.
|
|
Three Months Ended March 31,
|
||||
|
2019
|
|
2018
|
||
Revenues
|
|
|
|
||
Oil sales
|
61
|
%
|
|
63
|
%
|
Natural gas sales
|
22
|
%
|
|
17
|
%
|
Natural gas liquid sales
|
17
|
%
|
|
20
|
%
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Average NYMEX prices
|
|
|
|
||||
Oil (Bbl)
|
$
|
54.85
|
|
|
$
|
62.86
|
|
Natural gas (MMcf)
|
$
|
3.02
|
|
|
$
|
3.19
|
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
Production Data
|
|
|
|
||||
Oil (MBbls)
|
1,139
|
|
|
1,038
|
|
||
Natural gas (MMcf)
|
11,620
|
|
|
8,912
|
|
||
Natural gas liquids (MBbls)
|
1,329
|
|
|
874
|
|
||
Total volumes (MBoe)
|
4,405
|
|
|
3,397
|
|
||
Average daily total volumes (MBoe/d)
|
48.9
|
|
|
37.7
|
|
||
Average Prices - as reported
|
|
|
|
||||
Oil (per Bbl)
|
$
|
53.18
|
|
|
$
|
61.36
|
|
Natural gas (per Mcf)
|
$
|
1.87
|
|
|
$
|
1.90
|
|
Natural gas liquids (per Bbl)
|
$
|
12.18
|
|
|
$
|
23.33
|
|
Total (per Boe)
|
$
|
22.37
|
|
|
$
|
29.72
|
|
Average Prices - including impact of derivative contract settlements
(1)
|
|
|
|||||
Oil (per Bbl)
|
$
|
59.46
|
|
|
$
|
56.78
|
|
Natural gas (per Mcf)
|
$
|
1.53
|
|
|
$
|
1.92
|
|
Natural gas liquids (per Bbl)
|
$
|
13.86
|
|
|
$
|
23.33
|
|
Total (per Boe)
|
$
|
23.59
|
|
|
$
|
28.39
|
|
Average Prices - excluding gathering, transportation and processing costs
(2)
|
|
|
|||||
Oil (per Bbl)
|
$
|
53.27
|
|
|
$
|
61.36
|
|
Natural gas (per Mcf)
|
$
|
2.50
|
|
|
$
|
2.39
|
|
Natural gas liquids (per Bbl)
|
$
|
16.31
|
|
|
$
|
28.66
|
|
Total (per Boe)
|
$
|
25.30
|
|
|
$
|
32.40
|
|
(1)
|
Excludes settlement of derivative contracts prior to their contractual maturity for the
three months ended March 31, 2018
.
|
(2)
|
Excludes the effects of netting gathering, transportation and processing costs.
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
Revenues
|
(in thousands)
|
||||||
Oil sales
|
$
|
60,571
|
|
|
$
|
63,692
|
|
Natural gas sales
|
21,781
|
|
|
16,890
|
|
||
Natural gas liquid sales
|
16,187
|
|
|
20,388
|
|
||
Loss on derivative contracts
|
(83,642
|
)
|
|
(9,614
|
)
|
||
Total revenues
|
$
|
14,897
|
|
|
$
|
91,356
|
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
|
(in thousands, except costs per Boe)
|
||||||
Operating Expenses
|
|
|
|
||||
Production expenses
|
$
|
14,846
|
|
|
$
|
8,355
|
|
Production taxes
|
5,039
|
|
|
2,386
|
|
||
Exploration expenses
|
12,488
|
|
|
7,850
|
|
||
Depreciation, depletion, amortization and accretion
|
41,572
|
|
|
21,865
|
|
||
General and administrative
(1)
|
15,825
|
|
|
14,020
|
|
||
Gain on sale of other assets
|
(664
|
)
|
|
—
|
|
||
Total
|
$
|
89,106
|
|
|
$
|
54,476
|
|
Average Costs per Boe
|
|
|
|
||||
Production expenses
|
$
|
3.37
|
|
|
$
|
2.46
|
|
Production taxes
|
1.14
|
|
|
0.70
|
|
||
Exploration expenses
|
2.84
|
|
|
2.31
|
|
||
Depreciation, depletion, amortization and accretion
|
9.44
|
|
|
6.44
|
|
||
General and administrative
(1)
|
3.59
|
|
|
4.13
|
|
||
Gain on sale of other assets
|
(0.15
|
)
|
|
—
|
|
||
Total
|
$
|
20.23
|
|
|
$
|
16.04
|
|
(1)
|
General and administrative expenses for the three months ended
March 31, 2019
and
2018
include
$3.1 million
, or
$0.70
per Boe, and
$2.3 million
, or
$0.67
per Boe, of equity-based compensation expense, respectively. General and administrative expenses for the three months ended
March 31, 2019
includes
$1.5 million
, or
$0.34
per Boe, of bad debt expense.
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Net cash provided by (used in) operating activities
|
$
|
63,615
|
|
|
$
|
(8,774
|
)
|
Net cash used in investing activities
|
(158,200
|
)
|
|
(111,254
|
)
|
||
Net cash provided by financing activities
|
89,891
|
|
|
121,300
|
|
||
Net (decrease) increase in cash and cash equivalents
|
$
|
(4,694
|
)
|
|
$
|
1,272
|
|
|
2019
|
|
2020
|
|
Total
|
||||||
Oil fixed prices swaps
|
|
|
|
|
|
||||||
Volume (Bbl)
|
3,874,890
|
|
|
3,063,500
|
|
|
6,938,390
|
|
|||
Weighted-average price
|
$
|
60.05
|
|
|
$
|
60.74
|
|
|
$
|
60.36
|
|
Natural gas fixed price swaps
|
|
|
|
|
|
||||||
Volume (MMBtu)
|
30,442,000
|
|
|
16,005,000
|
|
|
46,447,000
|
|
|||
Weighted-average price
|
$
|
2.91
|
|
|
$
|
2.64
|
|
|
$
|
2.82
|
|
Natural gas basis swaps
|
|
|
|
|
|
||||||
Volume (MMBtu)
|
22,000,000
|
|
|
7,320,000
|
|
|
29,320,000
|
|
|||
Weighted-average price
|
$
|
0.60
|
|
|
$
|
0.53
|
|
|
$
|
0.58
|
|
Natural gas liquids fixed prices swaps
|
|
|
|
|
|
||||||
Volume (Bbl)
|
825,000
|
|
|
—
|
|
|
825,000
|
|
|||
Weighted-average price
|
$
|
32.25
|
|
|
$
|
—
|
|
|
$
|
32.25
|
|
Exhibit No.
|
|
Exhibit
|
|
Linn Merger Agreement, dated September 24, 2018, by and among Linn Energy, Inc., Roan Resources, Inc. and Linn Merger Sub #2, LLC (incorporated by reference to Exhibit 2.1 to Form 8-K filed on September 24, 2018)
|
|
|
Roan Merger Agreement, dated September 24, 2018, by and among Roan Holdings, LLC, Roan Holdings Holdco, LLC, Roan Resource, Inc. and Linn Merger Sub #3, LLC (incorporated by reference to Exhibit 2.2 to Form 8-K filed on September 24, 2018)
|
|
|
Master Reorganization Agreement, dated September 17, 2018, by and among Linn Energy, Inc., Roan Holdings, LLC, and Roan Resources LLC (incorporated by reference to Exhibit 2.1 to Form 8-K filed by Linn Energy, Inc. on September 21, 2018)
|
|
|
Separation and Distribution Agreement, dated August 7, 2018, by and between Linn Energy, Inc. and Riviera Resources, Inc. (incorporated by reference to Exhibit 2.1 to Form 8-K filed by Linn Energy, Inc. on August 10, 2018)
|
|
|
Agreement and Plan of Merger, dated July 25, 2018, by and among Linn Energy Inc., New LINN Inc. and Linn Merger Sub #1, LLC (incorporated by reference to Exhibit 2.1 to Form 8-K filed by Linn Energy, Inc. on July 26, 2018)
|
|
|
Second Amended and Restated Certificate of Incorporation of Roan Resources, Inc. (incorporated by reference to Exhibit 3.1 to Form 8-K filed on September 27, 2018)
|
|
|
Second Amended and Restated Bylaws of Roan Resources, Inc. (incorporated by reference to Exhibit 3.2 to Form 8-K filed on September 27, 2018)
|
|
|
Registration Rights Agreement, dated September 24, 2018, by and among Roan Resources, Inc. and each of the other parties listed on the signature page thereto (incorporated by reference to Exhibit 4.1 to Form 8-K filed on September 24, 2018)
|
|
|
Stockholders Agreement, dated September 24, 2018, by and among Roan Resources, Inc., the Existing LINN Owners (as defined therein), Roan Holdings, LLC and any other persons signatory thereto from time to time (incorporated by reference to Exhibit 4.2 to Form 8-K filed on September 24, 2018)
|
|
|
Amendment No. 4 to Credit Agreement, dated March 13, 2019 (incorporated by reference to Exhibit 10.1 to Form 8-K filed on March 13, 2019)
|
|
31.1
*
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.2
*
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
32.1
**
|
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
32.2
**
|
|
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101.INS*
|
|
XBRL Instance Document
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
*Filed herewith
|
||
** Furnished herewith
|
||
†
Compensatory plan or arrangement
|
|
|
|
|
|
|
Date:
|
May 15, 2019
|
/s/ Joseph A. Mills
|
|
|
Joseph A. Mills
|
|
|
Executive Chairman
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
|
Date:
|
May 15, 2019
|
/s/ David M. Edwards
|
|
|
David M. Edwards
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Roan Resources, Inc. (the "registrant");
|
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 15(d)-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;
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(c)
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evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(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
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(b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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1.
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I have reviewed this Quarterly Report on Form 10-Q of Roan Resources, Inc. (the "registrant");
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-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;
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(b)
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(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
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
(1)
|
the Report fully complies with the requirements of Section 13 (a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
(1)
|
the Report fully complies with the requirements of Section 13 (a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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