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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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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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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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•
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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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June 30, 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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5,428
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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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44,475
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55,564
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Joint interest owners and other, net
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164,156
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133,387
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Affiliates
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2,979
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9,669
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Prepaid drilling advances
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15,996
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28,977
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Derivative contracts
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30,511
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82,180
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Other current assets
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4,296
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6,655
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Total current assets
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267,841
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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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2,913,621
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2,628,333
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Accumulated depreciation, depletion, amortization and impairment
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(335,678
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)
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(230,836
|
)
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Oil and natural gas properties, net
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2,577,943
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2,397,497
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Derivative contracts
|
12,017
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20,638
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Other
|
12,873
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7,659
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Total assets
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$
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2,870,674
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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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85,031
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$
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49,746
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Accrued liabilities
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116,174
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176,494
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Accounts payable and accrued liabilities – Affiliates
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4,111
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8,577
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Revenue payable
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100,070
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97,963
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Drilling advances
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20,969
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31,058
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Derivative contracts
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26
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845
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Other current liabilities
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2,655
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790
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Total current liabilities
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329,036
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365,473
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Noncurrent liabilities
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Long-term debt
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659,639
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514,639
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Long-term debt, net - Affiliates
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44,924
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—
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Deferred tax liabilities, net
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347,376
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356,862
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Asset retirement obligations
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17,496
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16,058
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Derivative contracts
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—
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141
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Other
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5,818
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902
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Total liabilities
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1,404,289
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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; 154,064,927 shares issued and outstanding at June 30, 2019 and 152,539,532 shares issued and outstanding at December 31, 2018
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154
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153
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Preferred stock, $0.001 par value; 50,000,000 shares authorized; no shares issued and outstanding at June 30, 2019 or December 31, 2018
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—
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—
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Additional paid-in capital
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1,648,561
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1,646,401
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Accumulated deficit
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(182,330
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)
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(151,520
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)
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Total equity
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1,466,385
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1,495,034
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Total liabilities and equity
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$
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2,870,674
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$
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2,749,109
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Three Months Ended
June 30, |
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Six Months Ended
June 30, |
||||||||||||
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2019
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2018
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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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69,196
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$
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58,677
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$
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129,767
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$
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122,369
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Natural gas sales
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6,659
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11,126
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17,848
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21,458
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Natural gas sales – Affiliates
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6,430
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2,881
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17,022
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9,439
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Natural gas liquid sales
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8,482
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13,205
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16,820
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25,144
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Natural gas liquid sales – Affiliates
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6,353
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4,678
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14,202
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13,127
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Gain (loss) on derivative contracts
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37,054
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(54,602
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)
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(46,588
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)
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(64,216
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)
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||||
Total revenues
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134,174
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|
35,965
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|
149,071
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127,321
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Operating Expenses
|
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Production expenses
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6,723
|
|
|
7,019
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21,569
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15,374
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|
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Production expenses - Affiliates
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4,580
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|
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—
|
|
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4,580
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|
|
—
|
|
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Production taxes
|
5,065
|
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|
2,296
|
|
|
10,104
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|
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4,682
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||||
Exploration expenses
|
11,406
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|
10,633
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23,894
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|
18,483
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Depreciation, depletion, amortization and accretion
|
44,893
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24,601
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|
86,465
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|
46,466
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General and administrative
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12,311
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|
13,086
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28,136
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27,106
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Loss (gain) on sale of other assets
|
50
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—
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(614
|
)
|
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—
|
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||||
Total operating expenses
|
85,028
|
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|
57,635
|
|
|
174,134
|
|
|
112,111
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|
||||
Total operating income (loss)
|
49,146
|
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|
(21,670
|
)
|
|
(25,063
|
)
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|
15,210
|
|
||||
Other income (expense)
|
|
|
|
|
|
|
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||||||||
Interest expense, net
|
(8,462
|
)
|
|
(1,087
|
)
|
|
(15,206
|
)
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|
(2,886
|
)
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||||
Other
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(28
|
)
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—
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(28
|
)
|
|
—
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|
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Net income (loss) before income taxes
|
40,656
|
|
|
(22,757
|
)
|
|
(40,297
|
)
|
|
12,324
|
|
||||
Income tax expense (benefit)
|
13,410
|
|
|
—
|
|
|
(9,487
|
)
|
|
—
|
|
||||
Net income (loss)
|
$
|
27,246
|
|
|
$
|
(22,757
|
)
|
|
$
|
(30,810
|
)
|
|
$
|
12,324
|
|
Earnings (loss) per share
|
|
|
|
|
|
|
|
|
|
||||||
Basic
|
$
|
0.18
|
|
|
$
|
(0.15
|
)
|
|
$
|
(0.20
|
)
|
|
$
|
0.08
|
|
Diluted
|
$
|
0.18
|
|
|
$
|
(0.15
|
)
|
|
$
|
(0.20
|
)
|
|
$
|
0.08
|
|
Weighted average number of shares outstanding
|
|
|
|
|
|
|
|
|
|
||||||
Basic
|
152,607
|
|
|
152,540
|
|
|
152,573
|
|
|
151,920
|
|
||||
Diluted
|
152,725
|
|
|
152,540
|
|
|
152,573
|
|
|
151,920
|
|
|
Stockholders’ Equity
|
|
|
||||||||||||||
|
Common Stock (Shares)
|
Common Stock
|
Additional Paid-in Capital
|
Accumulated Deficit
|
Members’ Equity
|
Total Equity
|
|||||||||||
|
(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
|
—
|
|
—
|
|
—
|
|
—
|
|
39,906
|
|
39,906
|
|
|||||
Equity-based compensation
|
—
|
|
—
|
|
—
|
|
—
|
|
2,292
|
|
2,292
|
|
|||||
Net income
|
—
|
|
—
|
|
—
|
|
—
|
|
35,081
|
|
35,081
|
|
|||||
Balance at March 31, 2018
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1,662,048
|
|
$
|
1,662,048
|
|
Equity-based compensation
|
—
|
|
—
|
|
—
|
|
—
|
|
2,835
|
|
2,835
|
|
|||||
Net loss
|
—
|
|
—
|
|
—
|
|
—
|
|
(22,757
|
)
|
(22,757
|
)
|
|||||
Balance at June 30, 2018
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1,642,126
|
|
$
|
1,642,126
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
|
|
|
|
|
|||||||||||
|
|
|
|
|
|
|
|||||||||||
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
|
|
Shares issued in connection with Term Loan
|
1,525
|
|
1
|
|
2,317
|
|
—
|
|
—
|
|
2,318
|
|
|||||
Equity-based compensation
|
—
|
|
—
|
|
(3,222
|
)
|
—
|
|
—
|
|
(3,222
|
)
|
|||||
Net income
|
—
|
|
—
|
|
—
|
|
27,246
|
|
—
|
|
27,246
|
|
|||||
Balance at June 30, 2019
|
154,065
|
|
$
|
154
|
|
$
|
1,648,561
|
|
$
|
(182,330
|
)
|
$
|
—
|
|
$
|
1,466,385
|
|
|
|
|
|
|
|
|
|
Six Months Ended
June 30, |
||||||
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Cash flows from operating activities
|
|
|
|
||||
Net (loss) income
|
$
|
(30,810
|
)
|
|
$
|
12,324
|
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation, depletion, amortization and accretion
|
86,465
|
|
|
46,466
|
|
||
Unproved leasehold amortization and impairment
|
22,232
|
|
|
14,471
|
|
||
Gain on sale of other assets
|
(614
|
)
|
|
—
|
|
||
Amortization of deferred financing costs
|
875
|
|
|
341
|
|
||
Loss on derivative contracts
|
46,588
|
|
|
64,216
|
|
||
Net cash received (paid) upon settlement of derivative contracts
|
8,677
|
|
|
(13,911
|
)
|
||
Equity-based compensation
|
(157
|
)
|
|
5,127
|
|
||
Deferred income taxes
|
(9,487
|
)
|
|
—
|
|
||
Other
|
6,547
|
|
|
117
|
|
||
Changes in operating assets and liabilities increasing (decreasing) cash:
|
|
|
|
|
|
||
Accounts receivable and other assets
|
(21,667
|
)
|
|
(9,036
|
)
|
||
Accounts payable and other liabilities
|
(2,656
|
)
|
|
44,415
|
|
||
Net cash provided by operating activities
|
105,993
|
|
|
164,530
|
|
||
Cash flows from investing activities
|
|
|
|
|
|
||
Acquisition of oil and natural gas properties
|
—
|
|
|
(22,935
|
)
|
||
Capital expenditures for oil and natural gas properties
|
(304,896
|
)
|
|
(314,662
|
)
|
||
Acquisition of other property and equipment
|
(83
|
)
|
|
(2,371
|
)
|
||
Proceeds from sale of other assets
|
1,214
|
|
|
—
|
|
||
Net cash used in investing activities
|
(303,765
|
)
|
|
(339,968
|
)
|
||
Cash flows from financing activities
|
|
|
|
|
|
||
Proceeds from borrowings
|
190,000
|
|
|
199,300
|
|
||
Proceeds from borrowings - Affiliates
|
48,750
|
|
|
—
|
|
||
Repayment of borrowings
|
(45,000
|
)
|
|
—
|
|
||
Other
|
2,567
|
|
|
(957
|
)
|
||
Net cash provided by financing activities
|
196,317
|
|
|
198,343
|
|
||
Net (decrease) increase in cash and cash equivalents
|
(1,455
|
)
|
|
22,905
|
|
||
Cash and cash equivalents, beginning of period
|
6,883
|
|
|
1,471
|
|
||
Cash and cash equivalents, end of period
|
$
|
5,428
|
|
|
$
|
24,376
|
|
|
|
|
|
|
|
||
Supplemental disclosure of cash flow information
|
|
|
|
|
|
||
Cash paid for interest, net of capitalized interest
|
$
|
13,685
|
|
|
$
|
2,078
|
|
|
|
|
|
|
|
||
Supplemental disclosure of non-cash investing and financing activities
|
|
|
|
|
|
||
Change in accrued capital expenditures
|
$
|
(35,366
|
)
|
|
$
|
(34,614
|
)
|
Acquisition of oil and natural gas properties for equity
|
$
|
—
|
|
|
$
|
39,906
|
|
Right of use assets obtained in exchange for operating lease liabilities
|
$
|
6,858
|
|
|
$
|
—
|
|
Shares issued in connection with Term Loan
|
$
|
2,317
|
|
|
$
|
—
|
|
|
As of June 30, 2019
|
||||||||
|
Under ASC 842
|
Under ASC 840
|
Increase/(decrease)
|
||||||
|
(in thousands)
|
||||||||
Other noncurrent assets
|
$
|
5,756
|
|
$
|
—
|
|
$
|
5,756
|
|
Other current liabilities
|
$
|
1,904
|
|
$
|
—
|
|
$
|
1,904
|
|
Other noncurrent liabilities
|
$
|
4,954
|
|
$
|
1,102
|
|
$
|
3,852
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
|
(in thousands)
|
||||||
Oil and natural gas properties
|
|
|
|
||||
Proved
|
$
|
1,842,548
|
|
|
$
|
1,538,379
|
|
Unproved
|
1,071,073
|
|
|
1,089,954
|
|
||
Less: accumulated depreciation, depletion, amortization and impairment
|
(335,678
|
)
|
|
(230,836
|
)
|
||
Oil and natural gas properties, net
|
$
|
2,577,943
|
|
|
$
|
2,397,497
|
|
Asset retirement obligation, December 31, 2018
|
$
|
16,848
|
|
Liabilities incurred or acquired
|
920
|
|
|
Revisions in estimated cash flows
|
—
|
|
|
Liabilities settled
|
(90
|
)
|
|
Accretion expense
|
569
|
|
|
Asset retirement obligation, June 30, 2019
|
18,247
|
|
|
Less: current portion of obligations
(1)
|
751
|
|
|
Asset retirement obligation – long term
|
$
|
17,496
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
|
(in thousands)
|
||||||
Credit Facility
|
$
|
659,639
|
|
|
$
|
514,639
|
|
Term Loan
|
50,000
|
|
|
—
|
|
||
Unamortized original issue discount on Term Loan
|
(1,250
|
)
|
|
—
|
|
||
Deferred financing costs on Term Loan
|
(3,826
|
)
|
|
—
|
|
||
Less: current portion
|
—
|
|
|
—
|
|
||
Total Long-term debt, net
|
$
|
704,563
|
|
|
$
|
514,639
|
|
Utilization Level
|
Utilization
|
LIBOR Margin
|
ABR Margin
|
Commitment Fee
|
Level I
|
<25%
|
2.25%
|
1.25%
|
0.375%
|
Level II
|
>25% but <50%
|
2.50%
|
1.50%
|
0.375%
|
Level III
|
>50% but <75%
|
2.75%
|
1.75%
|
0.500%
|
Level IV
|
>75% but <90%
|
3.00%
|
2.00%
|
0.500%
|
Level V
|
>90%
|
3.25%
|
2.25%
|
0.500%
|
|
2019
|
|
2020
|
|
2021
|
|
Total
|
||||||||
Oil fixed price swaps
|
|
|
|
|
|
|
|
||||||||
Volume (Bbl)
|
2,686,660
|
|
|
3,429,500
|
|
|
1,730,000
|
|
|
7,846,160
|
|
||||
Weighted-average price
|
$
|
59.97
|
|
|
$
|
60.57
|
|
|
$
|
56.08
|
|
|
$
|
59.38
|
|
Natural gas fixed price swaps
|
|
|
|
|
|
|
|
||||||||
Volume (MMBtu)
|
21,160,000
|
|
|
16,005,000
|
|
|
40,765,000
|
|
|
77,930,000
|
|
||||
Weighted-average price
|
$
|
2.90
|
|
|
$
|
2.64
|
|
|
$
|
2.80
|
|
|
$
|
2.79
|
|
Natural gas basis swaps
|
|
|
|
|
|
|
|
||||||||
Volume (MMBtu)
|
14,720,000
|
|
|
7,320,000
|
|
|
—
|
|
|
22,040,000
|
|
||||
Weighted-average price
|
$
|
0.52
|
|
|
$
|
0.53
|
|
|
$
|
—
|
|
|
$
|
0.52
|
|
Natural gas liquids fixed price swaps
|
|
|
|
|
|
|
|
||||||||
Volume (Bbl)
|
552,000
|
|
|
—
|
|
|
—
|
|
|
552,000
|
|
||||
Weighted-average price
|
$
|
32.25
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
32.25
|
|
|
June 30, 2019
|
||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Gross Fair Value
|
|
Netting
|
|
Carrying Value
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current commodity derivatives
|
$
|
—
|
|
|
$
|
34,665
|
|
|
$
|
—
|
|
|
$
|
34,665
|
|
|
$
|
(4,154
|
)
|
|
$
|
30,511
|
|
Noncurrent commodity derivatives
|
—
|
|
|
12,261
|
|
|
—
|
|
|
12,261
|
|
|
(244
|
)
|
|
12,017
|
|
||||||
Total assets
|
$
|
—
|
|
|
$
|
46,926
|
|
|
$
|
—
|
|
|
$
|
46,926
|
|
|
$
|
(4,398
|
)
|
|
$
|
42,528
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current commodity derivatives
|
$
|
—
|
|
|
$
|
(4,180
|
)
|
|
$
|
—
|
|
|
$
|
(4,180
|
)
|
|
$
|
4,154
|
|
|
$
|
(26
|
)
|
Noncurrent commodity derivatives
|
—
|
|
|
(244
|
)
|
|
—
|
|
|
(244
|
)
|
|
244
|
|
|
—
|
|
||||||
Total liabilities
|
$
|
—
|
|
|
$
|
(4,424
|
)
|
|
$
|
—
|
|
|
$
|
(4,424
|
)
|
|
$
|
4,398
|
|
|
$
|
(26
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
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
|
)
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||||||
Basic
|
152,607
|
|
|
152,540
|
|
|
152,573
|
|
|
151,920
|
|
Restricted stock units
|
118
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Diluted
|
152,725
|
|
|
152,540
|
|
|
152,573
|
|
|
151,920
|
|
|
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
|
(477,500
|
)
|
|
29.39
|
|
|
(14,033
|
)
|
||
Outstanding at June 30, 2019
|
681,250
|
|
|
$
|
32.05
|
|
|
$
|
21,831
|
|
|
Number of
PSUs |
|
Weighted
Average Fair Value |
|
Total Fair
Value ($ in thousands) |
|||||
Outstanding at December 31, 2018
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Granted
|
1,189,918
|
|
|
2.55
|
|
3,034
|
|
|||
Vested
|
—
|
|
|
—
|
|
|
—
|
|
||
Forfeited
|
(24,369
|
)
|
|
2.55
|
|
(62
|
)
|
|||
Outstanding at June 30, 2019
|
1,165,549
|
|
|
$
|
2.55
|
|
|
$
|
2,972
|
|
Equity volatility
|
65.00
|
%
|
Weighted average risk-free interest rate
|
2.25
|
%
|
|
Number of
RSUs |
|
Weighted
Average Fair Value |
|
Total Fair
Value ($ in thousands) |
|||||
Outstanding at December 31, 2018
|
11,800
|
|
|
$
|
16.95
|
|
|
$
|
200
|
|
Granted
|
1,294,646
|
|
|
4.62
|
|
|
5,976
|
|
||
Vested
|
—
|
|
|
—
|
|
|
—
|
|
||
Forfeited
|
(27,183
|
)
|
|
4.36
|
|
|
(118
|
)
|
||
Outstanding at June 30, 2019
|
1,279,263
|
|
|
$
|
4.73
|
|
|
$
|
6,057
|
|
Operating Leases
|
|
||
Operating lease right of use assets
|
$
|
5,756
|
|
|
|
||
Current operating lease liabilities
|
$
|
1,904
|
|
Noncurrent operating lease liabilities
|
4,954
|
|
|
Total operating lease liabilities
|
$
|
6,858
|
|
2019
|
$
|
986
|
|
2020
|
2,046
|
|
|
2021
|
2,136
|
|
|
2022
|
2,229
|
|
|
2023
|
456
|
|
|
Thereafter
|
171
|
|
|
Total lease payments
|
8,024
|
|
|
Less imputed interest
|
(1,166
|
)
|
|
Total
|
$
|
6,858
|
|
•
|
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
$30.8 million
for the
six months ended June 30, 2019
, as compared to
net income
of
$12.3 million
for the
six months ended June 30, 2018
. The
net loss
was primarily due to:
|
•
|
$10.8 million
increase
in production expenses, primarily related to an
increase
in production volumes for the
six months ended June 30, 2019
;
|
•
|
$5.4 million
increase
in exploration expenses, primarily related to increased unproved leasehold amortization during the
six months ended June 30, 2019
;
|
•
|
$40.0 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;
|
•
|
$4.1 million
increase
in total oil, natural gas and NGL sales, primarily as a result of an
increase
in production volumes partially offset by a
decrease
in realized prices during the
six months ended June 30, 2019
;
|
•
|
$17.6 million
decrease in loss on derivative contracts during the
six months ended June 30, 2019
as a result of decreases in natural gas prices and, to a lesser extent, oil prices during this period;
|
•
|
$9.5 million
income tax benefit during the
six months ended June 30, 2019
.
|
•
|
Average daily sales volumes were
49.9
MBoe for the
six months ended June 30, 2019
, an
increase
of
35%
compared to
36.9
MBoe during the same period in
2018
.
|
•
|
Drilled or participated in
69
gross (
30
net) wells with first production during the first six months of
2019
.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Revenues
|
|
|
|
|
|
|
|
||||
Oil sales
|
71
|
%
|
|
65
|
%
|
|
66
|
%
|
|
64
|
%
|
Natural gas sales
|
14
|
%
|
|
15
|
%
|
|
18
|
%
|
|
16
|
%
|
Natural gas liquid sales
|
15
|
%
|
|
20
|
%
|
|
16
|
%
|
|
20
|
%
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Average NYMEX prices
|
|
|
|
|
|
|
|
||||||||
Oil (Bbl)
|
$
|
59.79
|
|
|
$
|
67.85
|
|
|
$
|
57.32
|
|
|
$
|
65.35
|
|
Natural gas (MMcf)
|
$
|
2.66
|
|
|
$
|
2.96
|
|
|
$
|
2.84
|
|
|
$
|
3.08
|
|
|
Three Months Ended
June 30, |
||||||
|
2019
|
|
2018
|
||||
Production Data
|
|
|
|
||||
Oil (MBbls)
|
1,198
|
|
|
877
|
|
||
Natural gas (MMcf)
|
12,533
|
|
|
9,157
|
|
||
Natural gas liquids (MBbls)
|
1,339
|
|
|
883
|
|
||
Total volumes (MBoe)
|
4,626
|
|
|
3,286
|
|
||
Average daily total volumes (MBoe/d)
|
50.8
|
|
|
36.1
|
|
||
Average Prices - as reported
|
|
|
|
||||
Oil (per Bbl)
|
$
|
57.76
|
|
|
$
|
66.91
|
|
Natural gas (per Mcf)
|
$
|
1.04
|
|
|
$
|
1.53
|
|
Natural gas liquids (per Bbl)
|
$
|
11.08
|
|
|
$
|
20.25
|
|
Total (per Boe)
|
$
|
20.99
|
|
|
$
|
27.56
|
|
Average Prices - including impact of derivative contract settlements
|
|
|
|||||
Oil (per Bbl)
|
$
|
58.17
|
|
|
$
|
54.41
|
|
Natural gas (per Mcf)
|
$
|
1.33
|
|
|
$
|
1.66
|
|
Natural gas liquids (per Bbl)
|
$
|
13.53
|
|
|
$
|
20.25
|
|
Total (per Boe)
|
$
|
22.59
|
|
|
$
|
24.59
|
|
Average Prices - excluding gathering, transportation and processing costs
|
|
|
|||||
Oil (per Bbl)
|
$
|
58.00
|
|
|
$
|
66.91
|
|
Natural gas (per Mcf)
|
$
|
1.82
|
|
|
$
|
1.95
|
|
Natural gas liquids (per Bbl)
|
$
|
15.57
|
|
|
$
|
26.60
|
|
Total (per Boe)
|
$
|
24.45
|
|
|
$
|
30.44
|
|
|
Three Months Ended
June 30, |
||||||
|
2019
|
|
2018
|
||||
Revenues
|
(in thousands)
|
||||||
Oil sales
|
$
|
69,196
|
|
|
$
|
58,677
|
|
Natural gas sales
|
13,089
|
|
|
14,007
|
|
||
Natural gas liquid sales
|
14,835
|
|
|
17,883
|
|
||
Gain (loss) on derivative contracts
|
37,054
|
|
|
(54,602
|
)
|
||
Total revenues
|
$
|
134,174
|
|
|
$
|
35,965
|
|
|
Three Months Ended
June 30, |
||||||
|
2019
|
|
2018
|
||||
|
(in thousands, except costs per Boe)
|
||||||
Operating Expenses
|
|
|
|
||||
Production expenses
|
$
|
11,303
|
|
|
$
|
7,019
|
|
Production taxes
|
5,065
|
|
|
2,296
|
|
||
Exploration expenses
|
11,406
|
|
|
10,633
|
|
||
Depreciation, depletion, amortization and accretion
|
44,893
|
|
|
24,601
|
|
||
General and administrative
(1)
|
12,311
|
|
|
13,086
|
|
||
Loss on sale of other assets
|
50
|
|
|
—
|
|
||
Total
|
$
|
85,028
|
|
|
$
|
57,635
|
|
Average Costs per Boe
|
|
|
|
||||
Production expenses
|
$
|
2.44
|
|
|
$
|
2.14
|
|
Production taxes
|
1.09
|
|
|
0.70
|
|
||
Exploration expenses
|
2.47
|
|
|
3.24
|
|
||
Depreciation, depletion, amortization and accretion
|
9.70
|
|
|
7.49
|
|
||
General and administrative
(1)
|
2.66
|
|
|
3.98
|
|
||
Loss on sale of other assets
|
0.01
|
|
|
—
|
|
||
Total
|
$
|
18.37
|
|
|
$
|
17.55
|
|
(1)
|
General and administrative expenses for the three months ended
June 30, 2019
and
2018
include
$(3.2) million
, or
$(0.70)
per Boe, and
$2.8 million
, or
$0.86
per Boe, of equity-based compensation expense, respectively. General and administrative expenses for the three months ended
June 30, 2019
includes
$3.9 million
, or
$0.83
per Boe, of bad debt expense and
$2.2 million
, or
$0.47
per Boe, of aborted offering costs.
|
|
Six Months Ended
June 30, |
||||||
|
2019
|
|
2018
|
||||
Production Data
|
|
|
|
||||
Oil (MBbls)
|
2,337
|
|
|
1,915
|
|
||
Natural gas (MMcf)
|
24,153
|
|
|
18,069
|
|
||
Natural gas liquids (MBbls)
|
2,668
|
|
|
1,757
|
|
||
Total volumes (MBoe)
|
9,031
|
|
|
6,684
|
|
||
Average daily total volumes (MBoe/d)
|
49.9
|
|
|
36.9
|
|
||
Average Prices - as reported
|
|
|
|
||||
Oil (per Bbl)
|
$
|
55.53
|
|
|
$
|
63.90
|
|
Natural gas (per Mcf)
|
$
|
1.44
|
|
|
$
|
1.71
|
|
Natural gas liquids (per Bbl)
|
$
|
11.63
|
|
|
$
|
21.78
|
|
Total (per Boe)
|
$
|
21.67
|
|
|
$
|
28.66
|
|
Average Prices - including impact of derivative contract settlements
|
|
|
|||||
Oil (per Bbl)
|
$
|
58.80
|
|
|
$
|
55.70
|
|
Natural gas (per Mcf)
|
$
|
1.43
|
|
|
$
|
1.81
|
|
Natural gas liquids (per Bbl)
|
$
|
13.69
|
|
|
$
|
21.78
|
|
Total (per Boe)
|
$
|
23.08
|
|
|
$
|
26.58
|
|
Average Prices - excluding gathering, transportation and processing costs
|
|
|
|||||
Oil (per Bbl)
|
$
|
55.69
|
|
|
$
|
63.90
|
|
Natural gas (per Mcf)
|
$
|
2.15
|
|
|
$
|
2.17
|
|
Natural gas liquids (per Bbl)
|
$
|
15.94
|
|
|
$
|
27.63
|
|
Total (per Boe)
|
$
|
24.87
|
|
|
$
|
31.43
|
|
|
Six Months Ended
June 30, |
||||||
|
2019
|
|
2018
|
||||
Revenues
|
(in thousands)
|
||||||
Oil sales
|
$
|
129,767
|
|
|
$
|
122,369
|
|
Natural gas sales
|
34,870
|
|
|
30,897
|
|
||
Natural gas liquid sales
|
31,022
|
|
|
38,271
|
|
||
Loss on derivative contracts
|
(46,588
|
)
|
|
(64,216
|
)
|
||
Total revenues
|
$
|
149,071
|
|
|
$
|
127,321
|
|
|
Six Months Ended
June 30, |
||||||
|
2019
|
|
2018
|
||||
|
(in thousands, except costs per Boe)
|
||||||
Operating Expenses
|
|
|
|
||||
Production expenses
|
$
|
26,149
|
|
|
$
|
15,374
|
|
Production taxes
|
10,104
|
|
|
4,682
|
|
||
Exploration expenses
|
23,894
|
|
|
18,483
|
|
||
Depreciation, depletion, amortization and accretion
|
86,465
|
|
|
46,466
|
|
||
General and administrative
(1)
|
28,136
|
|
|
27,106
|
|
||
Gain on sale of other assets
|
(614
|
)
|
|
—
|
|
||
Total
|
$
|
174,134
|
|
|
$
|
112,111
|
|
Average Costs per Boe
|
|
|
|
||||
Production expenses
|
$
|
2.90
|
|
|
$
|
2.30
|
|
Production taxes
|
1.12
|
|
|
0.70
|
|
||
Exploration expenses
|
2.65
|
|
|
2.77
|
|
||
Depreciation, depletion, amortization and accretion
|
9.57
|
|
|
6.95
|
|
||
General and administrative
(1)
|
3.12
|
|
|
4.06
|
|
||
Gain on sale of other assets
|
(0.07
|
)
|
|
—
|
|
||
Total
|
$
|
19.29
|
|
|
$
|
16.78
|
|
(1)
|
General and administrative expenses for the
six months ended June 30, 2019
and
2018
include
$(0.2) million
, or
$(0.02)
per Boe, and
$5.1 million
, or
$0.77
per Boe, of equity-based compensation expense, respectively. General and administrative expenses for the
six months ended June 30, 2019
includes
$5.3 million
, or
$0.59
per Boe, of bad debt expense and
$2.2 million
, or
$0.24
per Boe, of aborted offering costs.
|
|
Six Months Ended
June 30, |
||||||
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Net cash provided by operating activities
|
$
|
105,993
|
|
|
$
|
164,530
|
|
Net cash used in investing activities
|
(303,765
|
)
|
|
(339,968
|
)
|
||
Net cash provided by financing activities
|
196,317
|
|
|
198,343
|
|
||
Net (decrease) increase in cash and cash equivalents
|
$
|
(1,455
|
)
|
|
$
|
22,905
|
|
|
2019
|
|
2020
|
|
2021
|
|
Total
|
||||||||
Oil fixed prices swaps
|
|
|
|
|
|
|
|
||||||||
Volume (Bbl)
|
2,686,660
|
|
|
3,429,500
|
|
|
1,730,000
|
|
|
7,846,160
|
|
||||
Weighted-average price
|
$
|
59.97
|
|
|
$
|
60.57
|
|
|
$
|
56.08
|
|
|
$
|
59.38
|
|
Natural gas fixed price swaps
|
|
|
|
|
|
|
|
||||||||
Volume (MMBtu)
|
21,160,000
|
|
|
16,005,000
|
|
|
40,765,000
|
|
|
77,930,000
|
|
||||
Weighted-average price
|
$
|
2.90
|
|
|
$
|
2.64
|
|
|
$
|
2.80
|
|
|
$
|
2.79
|
|
Natural gas basis swaps
|
|
|
|
|
|
|
|
||||||||
Volume (MMBtu)
|
14,720,000
|
|
|
7,320,000
|
|
|
—
|
|
|
22,040,000
|
|
||||
Weighted-average price
|
$
|
0.52
|
|
|
$
|
0.53
|
|
|
$
|
—
|
|
|
$
|
0.52
|
|
Natural gas liquids fixed prices swaps
|
|
|
|
|
|
|
|
||||||||
Volume (Bbl)
|
552,000
|
|
|
—
|
|
|
—
|
|
|
552,000
|
|
||||
Weighted-average price
|
$
|
32.25
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
32.25
|
|
•
|
incur additional indebtedness;
|
•
|
incur liens;
|
•
|
enter into mergers;
|
•
|
sell assets;
|
•
|
make investments and loans;
|
•
|
make or declare dividends;
|
•
|
make certain payments to Roan LLC;
|
•
|
enter into commodity hedges exceeding a specified percentage of our expected production or proved reserves;
|
•
|
enter into interest rate hedges exceeding a specified percentage of our outstanding indebtedness; and
|
•
|
engage in transactions with affiliates.
|
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 to the Registration Rights Agreement, dated June 26, 2019, by and among Roan Resources, Inc. and each of the other parties listed on the signature pages thereto (incorporated by reference to Exhibit 4.1 to Form 8-K filed on June 28, 2019)
|
|
|
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)
|
|
|
Amendment No. 5 to Credit Agreement, dated June 19, 2019 (incorporated by reference to Exhibit 10.1 to Form 8-K filed on June 20, 2019)
|
|
|
Common Stock Subscription Agreement, dated June 26, 2019, by and among Roan Resources, Inc. and each of the other parties listed on the signature pages thereto (incorporated by reference to Exhibit 10.1 to Form 8-K filed on June 28, 2019)
|
|
|
Credit Agreement, dated June 27, 2019, by and among Roan Resources, Inc., Cortland Capital Market Services LLC and the lenders party thereto (incorporated by reference to Exhibit 10.2 to Form 8-K filed on June 28, 2019)
|
|
10.5
†*
|
|
Form of Performance Share Unit Grant Notice and Performance Share Unit Agreement pursuant to the Roan Resources, Inc. Amended and Restated Management Incentive Plan
|
10.6
†
|
|
Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement pursuant to the Roan Resources, Inc. Amended and Restated Management Incentive Plan (incorporated by reference to Exhibit 10.24 to Form 10-K/A filed on April 30, 2019)
|
10.7
†
|
|
Letter Agreement, dated April 13, 2019, between Roan Resources, Inc. and Joseph A. Mills (incorporated by reference to Exhibit 10.1 to Form 8-K filed on April 18, 2019)
|
10.8
†
|
|
Employment Agreement, dated April 29, 2019, between Roan Resources LLC, Roan Resources, Inc. and Amber Bonney (incorporated by reference to Exhibit 10.26 to Form 10-K/A filed on April 30, 2019)
|
10.9
†
|
|
Separation Agreement and General Release of Claims, dated April 26, 2019, between Roan Resources LLC and Tony C. Maranto (incorporated by reference to Exhibit 10.27 to Form 10-K/A filed on April 30, 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
|
|
|
|
|
|
|
Date:
|
August 7, 2019
|
/s/ Joseph A. Mills
|
|
|
Joseph A. Mills
|
|
|
Executive Chairman
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
|
Date:
|
August 7, 2019
|
/s/ David M. Edwards
|
|
|
David M. Edwards
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
|
|
Employee:
|
[_________________]
|
Date of Grant:
|
[_________________]
|
Award Description:
|
This Award represents the right to receive shares of Stock ranging from [___]% to [___]% of the awarded PSUs, subject to the terms and conditions set forth herein and in the Agreement.
Your right to receive settlement of this Award in an amount ranging from [___]% to [___]% of the awarded PSUs shall vest and become earned and nonforfeitable upon [
]
. The portion of the PSUs actually earned upon satisfaction of the foregoing requirements is referred to herein as the “
Earned PSUs
.”
|
Total Number of Performance Share Units:
|
[
_________________
]
|
Performance Period:
|
[_________________] through [_________________]
|
Service Requirement:
|
Subject to
Section 2(b)
of the Agreement, you must remain continuously employed by the Company or an Affiliate from the Date of Grant through [_________________] to be eligible to receive payment of this Award, which is based on the level of achievement with respect to the Performance Goal (as defined below).
|
Performance Goal:
|
[
_________________
]
|
|
ROAN RESOURCES INC.
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
|
|
|
EMPLOYEE
|
|
|
Name:
|
|
|
|
|
|
|
|
|
|
|
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;
|
(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 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.
|
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;
|
(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 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
|
(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
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|