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ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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COLORADO
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20-2835920
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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1675 Broadway, Suite 2600, Denver, CO
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80202
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
ý
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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Emerging growth company
o
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Page
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Part I - FINANCIAL INFORMATION
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Item 1.
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Financial Statements (unaudited)
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Condensed Consolidated Balance Sheets as of March 31, 2019 and December 31, 2018
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Condensed Consolidated Statements of Operations for the three months ended March 31, 2019 and 2018
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Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2019 and 2018
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Condensed Consolidated Statements of Changes in Shareholders’ Equity for the three months ended March 31, 2019 and 2018
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Notes to Condensed Consolidated Financial Statements
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Item 2.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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Item 4.
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Controls and Procedures
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Part II - OTHER INFORMATION
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Item 1.
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Legal Proceedings
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Item 1A.
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Risk Factors
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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Item 3.
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Defaults of Senior Securities
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Item 4.
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Mine Safety Disclosures
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Item 5.
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Other Information
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Item 6.
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Exhibits
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SIGNATURES
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ASSETS
|
March 31, 2019
|
|
December 31, 2018
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
56,813
|
|
|
$
|
49,609
|
|
Accounts receivable:
|
|
|
|
||||
Oil, natural gas, and NGL sales
|
102,096
|
|
|
100,973
|
|
||
Trade
|
29,775
|
|
|
39,415
|
|
||
Commodity derivative assets
|
7,081
|
|
|
34,906
|
|
||
Other current assets
|
8,610
|
|
|
7,537
|
|
||
Total current assets
|
204,375
|
|
|
232,440
|
|
||
|
|
|
|
||||
Property and equipment:
|
|
|
|
||||
Oil and gas properties, full cost method:
|
|
|
|
||||
Proved properties, net of accumulated depletion
|
1,663,635
|
|
|
1,545,445
|
|
||
Wells in progress
|
192,459
|
|
|
227,262
|
|
||
Unproved properties and land, not subject to depletion
|
722,388
|
|
|
740,453
|
|
||
Oil and gas properties, net
|
2,578,482
|
|
|
2,513,160
|
|
||
Other property and equipment, net
|
5,218
|
|
|
5,540
|
|
||
Total property and equipment, net
|
2,583,700
|
|
|
2,518,700
|
|
||
Other assets
|
8,588
|
|
|
3,574
|
|
||
Total assets
|
$
|
2,796,663
|
|
|
$
|
2,754,714
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable and accrued expenses
|
$
|
118,981
|
|
|
$
|
150,010
|
|
Revenue payable
|
92,027
|
|
|
97,030
|
|
||
Production taxes payable
|
102,072
|
|
|
95,099
|
|
||
Asset retirement obligations
|
13,495
|
|
|
11,694
|
|
||
Total current liabilities
|
326,575
|
|
|
353,833
|
|
||
|
|
|
|
||||
Revolving credit facility
|
195,000
|
|
|
195,000
|
|
||
Notes payable, net of issuance costs
|
539,666
|
|
|
539,360
|
|
||
Asset retirement obligations
|
36,093
|
|
|
40,052
|
|
||
Deferred taxes
|
56,002
|
|
|
37,967
|
|
||
Other liabilities
|
3,747
|
|
|
2,210
|
|
||
Total liabilities
|
1,157,083
|
|
|
1,168,422
|
|
||
|
|
|
|
||||
Commitments and contingencies (See Note 15)
|
|
|
|
|
|
||
|
|
|
|
||||
Shareholders' equity:
|
|
|
|
||||
Preferred stock - $0.01 par value, 10,000,000 shares authorized: no shares issued and outstanding
|
—
|
|
|
—
|
|
||
Common stock - $0.001 par value, 400,000,000 shares authorized: 243,317,326 and 242,608,284 shares issued and outstanding as of March 31, 2019 and December 31, 2018, respectively
|
243
|
|
|
243
|
|
||
Additional paid-in capital
|
1,495,644
|
|
|
1,492,107
|
|
||
Retained earnings
|
143,693
|
|
|
93,942
|
|
||
Total shareholders' equity
|
1,639,580
|
|
|
1,586,292
|
|
||
|
|
|
|
||||
Total liabilities and shareholders' equity
|
$
|
2,796,663
|
|
|
$
|
2,754,714
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Oil, natural gas, and NGL revenues
|
$
|
189,455
|
|
|
$
|
147,233
|
|
|
|
|
|
||||
Expenses:
|
|
|
|
||||
Lease operating expenses
|
17,360
|
|
|
7,896
|
|
||
Transportation and gathering
|
4,054
|
|
|
1,855
|
|
||
Production taxes
|
7,086
|
|
|
13,443
|
|
||
Depreciation, depletion, and accretion
|
60,918
|
|
|
37,081
|
|
||
General and administrative
|
9,469
|
|
|
9,600
|
|
||
Total expenses
|
98,887
|
|
|
69,875
|
|
||
|
|
|
|
||||
Operating income
|
90,568
|
|
|
77,358
|
|
||
|
|
|
|
||||
Other income (expense):
|
|
|
|
||||
Commodity derivatives loss
|
(22,913
|
)
|
|
(5,781
|
)
|
||
Interest expense, net of amounts capitalized
|
—
|
|
|
—
|
|
||
Interest income
|
69
|
|
|
9
|
|
||
Other income
|
61
|
|
|
21
|
|
||
Total other expense
|
(22,783
|
)
|
|
(5,751
|
)
|
||
|
|
|
|
||||
Income before income taxes
|
67,785
|
|
|
71,607
|
|
||
|
|
|
|
||||
Income tax expense
|
18,034
|
|
|
5,811
|
|
||
Net income
|
$
|
49,751
|
|
|
$
|
65,796
|
|
|
|
|
|
||||
Net income per common share:
|
|
|
|
||||
Basic
|
$
|
0.20
|
|
|
$
|
0.27
|
|
Diluted
|
$
|
0.20
|
|
|
$
|
0.27
|
|
|
|
|
|
||||
Weighted-average shares outstanding:
|
|
|
|
||||
Basic
|
243,290,734
|
|
|
241,751,915
|
|
||
Diluted
|
244,091,516
|
|
|
243,166,897
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
49,751
|
|
|
$
|
65,796
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depletion, depreciation, and accretion
|
60,918
|
|
|
37,081
|
|
||
Settlement of asset retirement obligations
|
(2,066
|
)
|
|
(2,461
|
)
|
||
Provision for deferred taxes
|
18,034
|
|
|
5,811
|
|
||
Stock-based compensation expense
|
3,683
|
|
|
2,796
|
|
||
Mark-to-market of commodity derivative contracts:
|
|
|
|
||||
Total loss on commodity derivatives contracts
|
22,913
|
|
|
5,781
|
|
||
Cash settlements on commodity derivative contracts
|
4,626
|
|
|
(1,555
|
)
|
||
Cash premiums paid for commodity derivative contracts
|
(319
|
)
|
|
—
|
|
||
Changes in operating assets and liabilities
|
3,133
|
|
|
14,432
|
|
||
Net cash provided by operating activities
|
160,673
|
|
|
127,681
|
|
||
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
||||
Acquisition of oil and gas properties and leaseholds
|
2,623
|
|
|
(1,329
|
)
|
||
Capital expenditures for drilling and completion activities
|
(148,904
|
)
|
|
(100,347
|
)
|
||
Other capital expenditures
|
(6,245
|
)
|
|
(3,640
|
)
|
||
Acquisition of land and other property and equipment
|
(133
|
)
|
|
(317
|
)
|
||
Proceeds from sales of oil and gas properties and other
|
124
|
|
|
728
|
|
||
Net cash used in investing activities
|
(152,535
|
)
|
|
(104,905
|
)
|
||
|
|
|
|
||||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from the employee exercise of stock options
|
—
|
|
|
1,063
|
|
||
Payment of employee payroll taxes in connection with shares withheld
|
(876
|
)
|
|
(475
|
)
|
||
Fees on debt and equity issuances and revolving credit facility amendments
|
—
|
|
|
(306
|
)
|
||
Capital lease payments
|
(58
|
)
|
|
(87
|
)
|
||
Net cash provided by (used in) financing activities
|
(934
|
)
|
|
195
|
|
||
|
|
|
|
||||
Net increase in cash and cash equivalents
|
7,204
|
|
|
22,971
|
|
||
|
|
|
|
||||
Cash and cash equivalents at beginning of period
|
49,609
|
|
|
48,772
|
|
||
|
|
|
|
||||
Cash and cash equivalents at end of period
|
$
|
56,813
|
|
|
$
|
71,743
|
|
|
Number of Common
Shares |
|
Par Value
Common Stock |
|
Additional
Paid-In Capital |
|
Retained
Deficit |
|
Total Shareholders'
Equity |
|||||||||
Balance, December 31, 2017
|
241,365,522
|
|
|
$
|
241
|
|
|
$
|
1,474,273
|
|
|
$
|
(166,080
|
)
|
|
$
|
1,308,434
|
|
Shares issued under stock bonus and equity incentive plans
|
268,676
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
||||
Shares issued for exercise of stock options
|
268,303
|
|
|
—
|
|
|
1,064
|
|
|
—
|
|
|
1,064
|
|
||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
3,395
|
|
|
—
|
|
|
3,395
|
|
||||
Payment of tax withholdings using withheld shares
|
—
|
|
|
—
|
|
|
(705
|
)
|
|
—
|
|
|
(705
|
)
|
||||
Other activity
|
—
|
|
|
—
|
|
|
(73
|
)
|
|
—
|
|
|
(73
|
)
|
||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
65,796
|
|
|
65,796
|
|
||||
Balance, March 31, 2018
|
241,902,501
|
|
|
$
|
242
|
|
|
$
|
1,477,953
|
|
|
$
|
(100,284
|
)
|
|
$
|
1,377,911
|
|
|
Number of Common
Shares |
|
Par Value
Common Stock |
|
Additional
Paid-In Capital |
|
Retained
Earnings |
|
Total Shareholders'
Equity |
|||||||||
Balance, December 31, 2018
|
242,608,284
|
|
|
$
|
243
|
|
|
$
|
1,492,107
|
|
|
$
|
93,942
|
|
|
$
|
1,586,292
|
|
Shares issued under stock bonus and equity incentive plans
|
709,042
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
4,413
|
|
|
—
|
|
|
4,413
|
|
||||
Payment of tax withholdings using withheld shares
|
—
|
|
|
—
|
|
|
(876
|
)
|
|
—
|
|
|
(876
|
)
|
||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
49,751
|
|
|
49,751
|
|
||||
Balance, March 31, 2019
|
243,317,326
|
|
|
$
|
243
|
|
|
$
|
1,495,644
|
|
|
$
|
143,693
|
|
|
$
|
1,639,580
|
|
1
.
|
Organization and Summary of Significant Accounting Policies
|
|
|
As of
|
|
As of
|
Major Customers
|
|
March 31, 2019
|
|
December 31, 2018
|
Company A
|
|
24%
|
|
15%
|
Company B
|
|
14%
|
|
12%
|
Company C
|
|
14%
|
|
12%
|
Company D
|
|
11%
|
|
13%
|
Company E
|
|
10%
|
|
*
|
2
.
|
Property and Equipment
|
|
As of
|
|
As of
|
||||
Oil and gas properties, full cost method:
|
March 31, 2019
|
|
December 31, 2018
|
||||
Costs of proved properties:
|
|
|
|
||||
Producing and non-producing
|
$
|
2,565,319
|
|
|
$
|
2,385,958
|
|
Less, accumulated depletion and full cost ceiling impairments
|
(901,684
|
)
|
|
(840,513
|
)
|
||
Subtotal, proved properties, net
|
1,663,635
|
|
|
1,545,445
|
|
||
|
|
|
|
||||
Costs of wells in progress
|
192,459
|
|
|
227,262
|
|
||
|
|
|
|
||||
Costs of unproved properties and land, not subject to depletion:
|
|
|
|
||||
Lease acquisition and other costs
|
712,993
|
|
|
731,058
|
|
||
Land
|
9,395
|
|
|
9,395
|
|
||
Subtotal, unproved properties and land
|
722,388
|
|
|
740,453
|
|
||
|
|
|
|
||||
Costs of other property and equipment:
|
|
|
|
||||
Other property and equipment
|
9,803
|
|
|
9,642
|
|
||
Less, accumulated depreciation
|
(4,585
|
)
|
|
(4,102
|
)
|
||
Subtotal, other property and equipment, net
|
5,218
|
|
|
5,540
|
|
||
|
|
|
|
||||
Total property and equipment, net
|
$
|
2,583,700
|
|
|
$
|
2,518,700
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Capitalized overhead
|
$
|
3,667
|
|
|
$
|
3,113
|
|
3
.
|
Depletion, depreciation, and accretion ("DD&A")
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Depletion of oil and gas properties
|
$
|
59,428
|
|
|
$
|
36,102
|
|
Depreciation and accretion
|
1,490
|
|
|
979
|
|
||
Total DD&A Expense
|
$
|
60,918
|
|
|
$
|
37,081
|
|
4
.
|
Asset Retirement Obligations
|
|
Three Months Ended March 31, 2019
|
||
Asset retirement obligations, December 31, 2018
|
$
|
51,746
|
|
Obligations incurred with development activities
|
747
|
|
|
Accretion expense
|
904
|
|
|
Obligations discharged with asset retirements and divestitures
|
(3,809
|
)
|
|
Asset retirement obligation, March 31, 2019
|
$
|
49,588
|
|
Less, current portion
|
(13,495
|
)
|
|
Long-term portion
|
$
|
36,093
|
|
5
.
|
Revolving Credit Facility
|
6
.
|
Notes Payable
|
7
.
|
Commodity Derivative Instruments
|
Settlement Period
|
|
Derivative
Instrument
|
|
Volumes
(Bbls per day)
|
|
Weighted-Average
Floor Price
|
|
Weighted-Average Ceiling Price
|
|||||
Crude Oil - NYMEX WTI
|
|
|
|
|
|
|
|
|
|||||
Apr 1, 2019 - Dec 31, 2019
|
|
Collar
|
|
11,000
|
|
|
$
|
55.00
|
|
|
$
|
70.08
|
|
|
|
|
|
|
|
|
|
|
|||||
Settlement Period
|
|
Derivative
Instrument
|
|
Volumes
(MMBtu per day)
|
|
Weighted-Average
Floor Price |
|
Weighted-Average Ceiling Price
|
|||||
Natural Gas - NYMEX Henry Hub
|
|
|
|
|
|
|
|
|
|||||
Apr 1, 2019 - Dec 31, 2019
|
|
Collar
|
|
30,000
|
|
|
$
|
3.00
|
|
|
$
|
3.50
|
|
|
|
|
|
|
|
|
|
|
|||||
Settlement Period
|
|
Derivative
Instrument
|
|
Volumes
(MMBtu per day)
|
|
Fixed Basis Difference
|
|
|
|||||
Natural Gas - CIG Rocky Mountain
|
|
|
|
|
|
|
|
|
|||||
Apr 1, 2019 - Dec 31, 2019
|
|
Swap
|
|
30,000
|
|
|
$
|
(0.75
|
)
|
|
|
||
|
|
|
|
|
|
|
|
|
|||||
Settlement Period
|
|
Derivative
Instrument
|
|
Volumes
(Bbls per day) |
|
Weighted-Average Fixed Price
|
|
|
|||||
Propane - Mont Belvieu
|
|
|
|
|
|
|
|
|
|||||
Apr 1, 2019 - Dec 31, 2019
|
|
Swap
|
|
2,000
|
|
|
$
|
37.52
|
|
|
|
Settlement Period
|
|
Derivative
Instrument
|
|
Volumes
(Bbls per day) |
|
Weighted-Average
Floor Price |
|
Weighted-Average Ceiling Price
|
|||||
Crude Oil - NYMEX WTI
|
|
|
|
|
|
|
|
|
|||||
May 1, 2019 - Dec 31, 2019
|
|
Collar
|
|
5,000
|
|
|
$
|
55.00
|
|
|
$
|
71.90
|
|
|
|
|
|
As of March 31, 2019
|
||||||||||
Underlying
|
|
Balance Sheet
Location
|
|
Gross Amounts of Recognized Assets and Liabilities
|
|
Gross Amounts Offset in the
Balance Sheet
|
|
Net Amounts of Assets and Liabilities Presented in the
Balance Sheet
|
||||||
Commodity derivative contracts
|
|
Current assets
|
|
$
|
13,051
|
|
|
$
|
(5,970
|
)
|
|
$
|
7,081
|
|
Commodity derivative contracts
|
|
Noncurrent assets
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Commodity derivative contracts
|
|
Current liabilities
|
|
5,970
|
|
|
(5,970
|
)
|
|
—
|
|
|||
Commodity derivative contracts
|
|
Noncurrent liabilities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
As of December 31, 2018
|
||||||||||
Underlying
|
|
Balance Sheet
Location
|
|
Gross Amounts of Recognized Assets and Liabilities
|
|
Gross Amounts Offset in the
Balance Sheet
|
|
Net Amounts of Assets and Liabilities Presented in the
Balance Sheet
|
||||||
Commodity derivative contracts
|
|
Current assets
|
|
$
|
39,485
|
|
|
$
|
(4,579
|
)
|
|
$
|
34,906
|
|
Commodity derivative contracts
|
|
Noncurrent assets
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Commodity derivative contracts
|
|
Current liabilities
|
|
4,579
|
|
|
(4,579
|
)
|
|
—
|
|
|||
Commodity derivative contracts
|
|
Noncurrent liabilities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Realized gain (loss) on commodity derivatives
|
$
|
4,913
|
|
|
$
|
(2,072
|
)
|
Unrealized loss on commodity derivatives
|
(27,826
|
)
|
|
(3,709
|
)
|
||
Total loss
|
$
|
(22,913
|
)
|
|
$
|
(5,781
|
)
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Monthly settlement
|
$
|
5,232
|
|
|
$
|
(2,072
|
)
|
Premiums paid
|
(319
|
)
|
|
—
|
|
||
Total realized gain (loss)
|
$
|
4,913
|
|
|
$
|
(2,072
|
)
|
8
.
|
Fair Value Measurements
|
•
|
Level 1: Quoted prices available in active markets for identical assets or liabilities;
|
•
|
Level 2: Quoted prices in active markets for similar assets and liabilities that are observable for the asset or liability; and
|
•
|
Level 3: Unobservable pricing inputs that are generally less observable from objective sources, such as discounted cash or valuation models.
|
|
Fair Value Measurements at March 31, 2019
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Financial assets and liabilities:
|
|
|
|
|
|
|
|
||||||||
Commodity derivative asset
|
$
|
—
|
|
|
$
|
7,081
|
|
|
$
|
—
|
|
|
$
|
7,081
|
|
Commodity derivative liability
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Fair Value Measurements at December 31, 2018
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Financial assets and liabilities:
|
|
|
|
|
|
|
|
||||||||
Commodity derivative asset
|
$
|
—
|
|
|
$
|
34,906
|
|
|
$
|
—
|
|
|
$
|
34,906
|
|
Commodity derivative liability
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
9
.
|
Interest Expense
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Revolving credit facility
|
$
|
2,173
|
|
|
$
|
—
|
|
Notes payable
|
8,594
|
|
|
8,594
|
|
||
Amortization of issuance costs and other
|
797
|
|
|
887
|
|
||
Less: interest capitalized
|
(11,564
|
)
|
|
(9,481
|
)
|
||
Interest expense, net of amounts capitalized
|
$
|
—
|
|
|
$
|
—
|
|
10
.
|
Stock-Based Compensation
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Stock options
|
$
|
1,027
|
|
|
$
|
1,203
|
|
Performance-vested stock units
|
1,071
|
|
|
856
|
|
||
Restricted stock units and stock bonus shares
|
2,315
|
|
|
1,336
|
|
||
Total stock-based compensation
|
$
|
4,413
|
|
|
$
|
3,395
|
|
Less: stock-based compensation capitalized
|
(730
|
)
|
|
(599
|
)
|
||
Total stock-based compensation expense
|
$
|
3,683
|
|
|
$
|
2,796
|
|
|
Number of Shares
|
|
Weighted-Average Exercise Price
|
|
Weighted-Average Remaining Contractual Life
|
|
Aggregate Intrinsic Value (thousands)
|
|||||
Outstanding, December 31, 2018
|
4,652,634
|
|
|
$
|
10.06
|
|
|
6.4 years
|
|
$
|
49
|
|
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
—
|
|
|
—
|
|
|
|
|
—
|
|
||
Expired
|
—
|
|
|
—
|
|
|
|
|
|
|||
Forfeited
|
—
|
|
|
—
|
|
|
|
|
|
|||
Outstanding, March 31, 2019
|
4,652,634
|
|
|
$
|
10.06
|
|
|
6.2 years
|
|
$
|
63
|
|
Outstanding, Exercisable at March 31, 2019
|
3,414,834
|
|
|
$
|
10.21
|
|
|
6.0 years
|
|
$
|
63
|
|
|
|
Outstanding Options
|
|
Exercisable Options
|
||||||||||||||
Range of Exercise Prices
|
|
Options
|
|
Weighted-Average Exercise Price per Share
|
|
Weighted-Average Remaining Contractual Life
|
|
Options
|
|
Weighted-Average Exercise Price per Share
|
|
Weighted-Average Remaining Contractual Life
|
||||||
Under $5.00
|
|
35,000
|
|
|
$
|
3.31
|
|
|
3.3 years
|
|
35,000
|
|
|
$
|
3.31
|
|
|
3.3 years
|
$5.00 - $6.99
|
|
723,800
|
|
|
6.30
|
|
|
6.2 years
|
|
428,600
|
|
|
6.26
|
|
|
5.5 years
|
||
$7.00 - $10.99
|
|
1,360,334
|
|
|
9.42
|
|
|
6.2 years
|
|
986,134
|
|
|
9.42
|
|
|
6.0 years
|
||
$11.00 - $13.46
|
|
2,533,500
|
|
|
11.57
|
|
|
6.2 years
|
|
1,965,100
|
|
|
11.58
|
|
|
6.1 years
|
||
Total
|
|
4,652,634
|
|
|
$
|
10.06
|
|
|
6.2 years
|
|
3,414,834
|
|
|
$
|
10.21
|
|
|
6.0 years
|
Unrecognized compensation (in thousands)
|
$
|
3,477
|
|
Remaining vesting period
|
1.6 years
|
|
|
Number of Shares
|
|
Weighted-Average Grant-Date Fair Value
|
|||
Not vested, December 31, 2018
|
1,639,918
|
|
|
$
|
8.07
|
|
Granted
|
1,525,976
|
|
|
4.87
|
|
|
Vested
|
(499,330
|
)
|
|
8.28
|
|
|
Forfeited
|
(13,921
|
)
|
|
6.67
|
|
|
Not vested, March 31, 2019
|
2,652,643
|
|
|
$
|
6.19
|
|
Unrecognized compensation cost (in thousands)
|
$
|
14,012
|
|
Remaining vesting period
|
2.4 years
|
|
|
Three Months Ended March 31,
|
||||
|
2019
|
|
2018
|
||
Weighted-average expected term
|
2.9 years
|
|
|
2.8 years
|
|
Weighted-average expected volatility
|
48
|
%
|
|
52
|
%
|
Weighted-average risk-free rate
|
2.49
|
%
|
|
2.41
|
%
|
|
Number of Units
1
|
|
Weighted-Average Grant-Date Fair Value
|
|||
Not vested, December 31, 2018
|
780,028
|
|
|
$
|
11.73
|
|
Granted
|
918,842
|
|
|
5.74
|
|
|
Vested
|
—
|
|
|
—
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
Not vested, March 31, 2019
|
1,698,870
|
|
|
$
|
8.49
|
|
11
.
|
Weighted-Average Shares Outstanding
|
|
Three Months Ended March 31,
|
||||
|
2019
|
|
2018
|
||
Weighted-average shares outstanding — basic
|
243,290,734
|
|
|
241,751,915
|
|
Potentially dilutive common shares from:
|
|
|
|
||
Stock options
|
11,339
|
|
|
347,391
|
|
TSR PSUs
1
|
615,516
|
|
|
810,128
|
|
Restricted stock units and stock bonus shares
|
173,927
|
|
|
257,463
|
|
Weighted-average shares outstanding — diluted
|
244,091,516
|
|
|
243,166,897
|
|
|
Three Months Ended March 31,
|
||||
|
2019
|
|
2018
|
||
Potentially dilutive common shares from:
|
|
|
|
||
Stock options
1
|
4,617,634
|
|
|
4,127,834
|
|
TSR PSUs
1,2
|
1,233,375
|
|
|
—
|
|
Goal-Based PSUs
2,3
|
274,898
|
|
|
281,872
|
|
Restricted stock units and stock bonus shares
1
|
784,662
|
|
|
398,561
|
|
Total
|
6,910,569
|
|
|
4,808,267
|
|
12
.
|
Income Taxes
|
|
Three Months Ended March 31,
|
||||||
Revenues (in thousands):
|
2019
|
|
2018
|
||||
Oil
|
$
|
147,080
|
|
|
$
|
116,204
|
|
Natural Gas and NGLs
|
42,375
|
|
|
31,029
|
|
||
|
$
|
189,455
|
|
|
$
|
147,233
|
|
•
|
Discount Rate - Unless implicitly defined, the Company will determine the present value of future lease payments using an estimated incremental secured borrowing rate based on a yield curve analysis that factors in certain assumptions, including the term of the lease and credit rating of the Company at lease commencement.
|
•
|
Lease Term - The Company evaluates each contract containing a lease arrangement at inception to determine the length of the lease term when recognizing a ROU asset and corresponding lease liability
.
When determining the lease term,
|
|
Three Months Ended March 31, 2019
|
||
Finance lease cost:
|
|
||
Amortization of ROU assets
|
$
|
60
|
|
Interest on lease liabilities
|
8
|
|
|
|
|
||
Operating lease cost
|
604
|
|
|
Short-term lease cost
1
|
42,063
|
|
|
Total Lease Cost
|
$
|
42,735
|
|
|
Three Months Ended March 31, 2019
|
||
Cash paid for amounts included in the measurement of lease liabilities
|
|
||
Operating cash flows from operating leases
|
$
|
604
|
|
Financing cash flows from finance leases
|
58
|
|
|
|
|
||
ROU assets obtained in exchange for new finance lease liabilities
|
95
|
|
|
ROU assets obtained in exchange for new operating lease liabilities
|
4,532
|
|
|
As of
March 31, 2019 |
|
Weighted-average remaining lease term - finance leases
|
3.2 years
|
|
Weighted-average remaining lease term - operating leases
|
2.4 years
|
|
Weighted-average discount rate - finance leases
|
4.75
|
%
|
Weighted-average discount rate - operating leases
|
4.75
|
%
|
Year
|
|
Finance Leases
|
|
Operating Leases
|
||||
2019
|
|
$
|
135
|
|
|
$
|
2,110
|
|
2020
|
|
180
|
|
|
2,588
|
|
||
2021
|
|
208
|
|
|
990
|
|
||
2022
|
|
178
|
|
|
500
|
|
||
2023
|
|
16
|
|
|
—
|
|
||
Thereafter
|
|
—
|
|
|
—
|
|
||
Total lease payments
|
|
$
|
717
|
|
|
$
|
6,188
|
|
Less imputed interest
|
|
(61
|
)
|
|
(339
|
)
|
||
Total lease liability
|
|
$
|
656
|
|
|
$
|
5,849
|
|
Year
|
|
Rig Contracts
|
|
Capital Leases
|
|
Operating Leases
|
||||||
2019
|
|
$
|
11,102
|
|
|
$
|
183
|
|
|
$
|
896
|
|
2020
|
|
—
|
|
|
186
|
|
|
916
|
|
|||
2021
|
|
—
|
|
|
204
|
|
|
913
|
|
|||
2022
|
|
—
|
|
|
167
|
|
|
500
|
|
|||
2023
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Thereafter
|
|
—
|
|
|
—
|
|
|
—
|
|
As of March 31, 2019
|
|
Financing Leases
|
|
Operating Leases
|
||||
Other property and equipment, net
|
|
$
|
775
|
|
|
$
|
—
|
|
Other assets
|
|
—
|
|
|
4,108
|
|
||
|
|
|
|
|
||||
Accounts payable and accrued expenses
|
|
153
|
|
|
2,605
|
|
||
Other liabilities
|
|
503
|
|
|
3,244
|
|
||
|
|
$
|
656
|
|
|
$
|
5,849
|
|
15
.
|
Other Commitments and Contingencies
|
Year ending December 31, 2019
|
|
Oil
|
|
|
(MBbls)
|
||
Remainder of 2019
|
|
3,893
|
|
2020
|
|
4,003
|
|
2021
|
|
1,672
|
|
Total
|
|
9,568
|
|
•
|
The first agreement includes the
200
MMcf per day processing plant ("Mewbourn 3") as well as the expansion of a related gathering system. Starting in August 2018, Mewbourn 3 was complete and in service. Our share of the commitment requires
46.4
MMcf per day to be delivered after the plant in-service date for a period of
7
years.
|
•
|
The second agreement includes an additional
200
MMcf per day processing plant ("O'Connor 2") as well as an incremental
100
MMcf per day of bypass and the expansion of a related gathering system. Construction of the plant is underway, and it is expected to be placed into service late in the second quarter of 2019. Our share of the commitment will require an additional
43.8
MMcf per day to be delivered after the plant in-service date for a period of
7
years.
|
16
.
|
Supplemental Schedule of Information to the Condensed Consolidated Statements of Cash Flows
|
|
Three Months Ended March 31,
|
||||||
Supplemental cash flow information:
|
2019
|
|
2018
|
||||
Interest paid
|
$
|
2,136
|
|
|
$
|
69
|
|
|
|
|
|
||||
Non-cash investing and financing activities:
|
|
|
|
||||
Accrued well costs as of period end
|
$
|
89,489
|
|
|
$
|
66,823
|
|
Asset retirement obligations incurred with development activities
|
747
|
|
|
223
|
|
||
Asset retirement obligations assumed with acquisitions
|
—
|
|
|
5
|
|
||
Obligations discharged with asset retirements and divestitures
|
$
|
(3,809
|
)
|
|
$
|
(2,860
|
)
|
|
|
|
|
||||
Net changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
$
|
2,547
|
|
|
$
|
(8,227
|
)
|
Accounts payable and accrued expenses
|
(843
|
)
|
|
4,420
|
|
||
Revenue payable
|
(5,020
|
)
|
|
13,060
|
|
||
Production taxes payable
|
6,319
|
|
|
5,295
|
|
||
Other
|
130
|
|
|
(116
|
)
|
||
Changes in operating assets and liabilities
|
$
|
3,133
|
|
|
$
|
14,432
|
|
ITEM
2
.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Year Ended December 31,
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||
Average NYMEX prices
|
|
|
|
|
|
|
|
||||||||
Oil (per Bbl)
|
$
|
64.94
|
|
|
$
|
50.93
|
|
|
$
|
43.20
|
|
|
$
|
48.73
|
|
Natural gas (per Mcf)
|
$
|
3.09
|
|
|
$
|
3.00
|
|
|
$
|
2.52
|
|
|
$
|
2.58
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Oil (NYMEX-WTI)
|
|
|
|
||||
Average NYMEX Price
|
$
|
54.83
|
|
|
$
|
62.89
|
|
Realized Price *
|
48.33
|
|
|
56.01
|
|
||
Differential *
|
$
|
(6.50
|
)
|
|
$
|
(6.88
|
)
|
|
|
|
|
||||
Natural Gas (NYMEX-Henry Hub)
|
|
|
|
||||
Average NYMEX Price
|
$
|
3.15
|
|
|
$
|
3.00
|
|
Realized Price *
|
2.52
|
|
|
2.14
|
|
||
Differential *
|
$
|
(0.63
|
)
|
|
$
|
(0.86
|
)
|
|
|
|
|
||||
NGL Realized Price
|
$
|
12.59
|
|
|
$
|
19.15
|
|
Vertical Wells
|
||||||||||||||||
Operated Wells
|
|
Non-Operated Wells
|
|
Totals
|
||||||||||||
Gross
|
|
Net
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
||||||
581
|
|
|
562
|
|
|
195
|
|
|
55
|
|
|
776
|
|
|
617
|
|
Horizontal Wells
|
||||||||||||||||
Operated Wells
|
|
Non-Operated Wells
|
|
Totals
|
||||||||||||
Gross
|
|
Net
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
||||||
425
|
|
|
402
|
|
|
387
|
|
|
59
|
|
|
812
|
|
|
461
|
|
•
|
Concentrate on our existing core area in the D-J Basin, where we have significant operating experience.
All of our current wells and our proved undeveloped acreage are located in the Wattenberg Field, and we seek to acquire developed and undeveloped oil and gas properties in the same contiguous area. Focusing our operations in this area leverages our management, technical, and operational experience in the basin.
|
•
|
Maximize shareholder value and maintain financial flexibility by limiting the need for external capital.
We seek to align our capital expenditures with our cash flows by adjusting our operating activities depending on commodity prices and infrastructure capacity. We strive to be a cost-efficient operator and to maintain a relatively low utilization of debt, which allows sufficient financial capacity to pursue strategic acquisitions.
|
•
|
Develop and exploit existing oil and gas properties.
A principal growth strategy has been to develop and exploit our properties to add reserves. In the Wattenberg Field, we target three benches of the Niobrara formation as well as the Codell formation for horizontal drilling and production. We believe horizontal drilling is the safest and most efficient and economical way to recover the potential hydrocarbons and consider the Wattenberg Field to be relatively low-risk because information gained from the large number of existing wells can be applied to potential future wells. There is
|
•
|
Use the latest technology to maximize returns and improve hydrocarbon recovery.
Our development objective for individual well optimization is to primarily drill and complete wells with lateral lengths of 7,000' to 10,000'. Utilizing petrophysical and seismic data, a 3-D model is developed for each leasehold section to assist in determining optimal wellbore placement, well spacing, and stimulation design. This process is augmented with formation-specific drilling and completion execution designs, coupled with production results, to implement a continuous improvement philosophy in optimizing the value per acre of our leasehold throughout our development program.
|
•
|
Control and reduce emissions from our production facilities
. We place high importance on achieving compliance with all applicable air quality rules and regulations and further reducing emissions continues to be a top priority. To minimize emissions, we employ best management practices such as using available direct pipeline take-away access and pneumatic actuated instrument devices and by working with suppliers to deploy diesel engines that meet the U.S. Environmental Protection Agency Tier 4 standard. We control emissions and minimize flaring of gas during the drilling and completion process. We use additional vapor recovery equipment during production for further emissions reduction. We continue to evolve the design of our production facilities to produce oil and natural gas with fewer air emissions, including those emissions for which there are public health standards (e.g. ozone and particulate matter).
|
•
|
Operate in a safe manner and work in partnership with our surrounding stakeholders.
While our scale of operations has increased significantly, we continue to focus on maintaining a safe workplace for our employees and contractors. Further, as technology for resource development has advanced, we seek to utilize best industry practices to meet or exceed regulatory requirements while reducing our impacts on neighboring communities. Such practices include building our infrastructure out ahead of operations to minimize traffic, working with our service providers to minimize dust and lighting issues, and constructing sound walls to minimize noise. We value our positive relationship with local governing entities and the communities in which we operate and seek to continually achieve a status of operator of choice.
|
•
|
Retain control over the operation of a substantial portion of our production.
As operator of a majority of our wells and undeveloped acreage, we control the timing and selection of new wells to be drilled. This allows us to modify our capital spending as our financial resources and underlying lease terms allow and market conditions, including midstream availability, permit. Our high degree of operational control, as well as our focus on operating efficiencies that provide short return on investment cycle times, is central to our operating strategy.
|
•
|
Acquire and develop assets near established infrastructure
. We target acquisitions of contiguous acreage to focus our development plans on areas where technically-capable, financially-stable midstream companies have existing assets and plans for additional investment. We work collaboratively with these companies to proactively identify expansion opportunities that complement our development plans. This enables the use of gathering pipelines, which reduces the need to use trucks and thereby reduces traffic and noise.
|
|
Three Months Ended March 31,
|
|
Percentage
|
|||||||
|
2019
|
|
2018
|
|
Change
|
|||||
Production:
|
|
|
|
|
|
|||||
Oil (MBbls)
1
|
2,967
|
|
|
2,041
|
|
|
45
|
%
|
||
Natural Gas (MMcf)
2
|
11,391
|
|
|
7,719
|
|
|
48
|
%
|
||
NGLs (MBbls)
1
|
1,054
|
|
|
758
|
|
|
39
|
%
|
||
MBOE
3
|
5,919
|
|
|
4,086
|
|
|
45
|
%
|
||
BOED
4
|
65,771
|
|
|
45,397
|
|
|
45
|
%
|
||
|
|
|
|
|
|
|||||
Revenues (in thousands):
|
|
|
|
|
|
|||||
Oil
|
$
|
147,080
|
|
|
$
|
116,204
|
|
|
27
|
%
|
Natural Gas
|
29,104
|
|
|
16,517
|
|
|
76
|
%
|
||
NGLs
|
13,271
|
|
|
14,512
|
|
|
(9
|
)%
|
||
|
$
|
189,455
|
|
|
$
|
147,233
|
|
|
29
|
%
|
Average sales price:
|
|
|
|
|
|
|||||
Oil
5
|
$
|
48.33
|
|
|
$
|
56.01
|
|
|
(14
|
)%
|
Natural Gas
5
|
2.52
|
|
|
2.14
|
|
|
18
|
%
|
||
NGLs
|
12.59
|
|
|
19.15
|
|
|
(34
|
)%
|
||
BOE
5
|
$
|
31.32
|
|
|
$
|
35.58
|
|
|
(12
|
)%
|
|
Three Months Ended March 31,
|
||||||
(in thousands)
|
2019
|
|
2018
|
||||
Depletion of oil and gas properties
|
$
|
59,428
|
|
|
$
|
36,102
|
|
Depreciation and accretion
|
1,490
|
|
|
979
|
|
||
Total DD&A
|
$
|
60,918
|
|
|
$
|
37,081
|
|
|
|
|
|
||||
DD&A expense per BOE
|
$
|
10.29
|
|
|
$
|
9.08
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Net cash provided by operations
|
$
|
160,673
|
|
|
$
|
127,681
|
|
Capital expenditures
|
(152,659
|
)
|
|
(105,633
|
)
|
||
Net cash provided by other investing activities
|
124
|
|
|
728
|
|
||
Net cash provided by (used in) equity financing activities
|
(876
|
)
|
|
431
|
|
||
Net cash used in debt financing activities
|
(58
|
)
|
|
(236
|
)
|
||
Net increase in cash, cash equivalents, and restricted cash
|
$
|
7,204
|
|
|
$
|
22,971
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Capital expenditures for drilling and completion activities
|
$
|
110,170
|
|
|
$
|
111,009
|
|
Acquisitions of oil and gas properties and leasehold
1
|
(1,938
|
)
|
|
9,284
|
|
||
Capitalized interest, capitalized G&A, and other
|
16,676
|
|
|
13,346
|
|
||
Accrual basis capital expenditures
2
|
$
|
124,908
|
|
|
$
|
133,639
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Adjusted EBITDA:
|
|
|
|
||||
Net income
|
$
|
49,751
|
|
|
$
|
65,796
|
|
Depreciation, depletion, and accretion
|
60,918
|
|
|
37,081
|
|
||
Stock-based compensation expense
|
3,683
|
|
|
2,796
|
|
||
Mark-to-market of commodity derivative contracts:
|
|
|
|
||||
Total loss on commodity derivatives contracts
|
22,913
|
|
|
5,781
|
|
||
Cash settlements on commodity derivative contracts
|
4,626
|
|
|
(1,555
|
)
|
||
Cash premiums paid for commodity derivative contracts
|
(319
|
)
|
|
—
|
|
||
Interest income
|
(69
|
)
|
|
(9
|
)
|
||
Income tax expense
|
18,034
|
|
|
5,811
|
|
||
Adjusted EBITDA
|
$
|
159,537
|
|
|
$
|
115,701
|
|
•
|
declines in oil and natural
gas
prices;
|
•
|
the effects of, changes in and the costs of compliance with federal, state, and local regulations applicable to our business, including those related to hydraulic stimulation and SB19-181;
|
•
|
operating hazards that adversely affect our ability to conduct business;
|
•
|
uncertainties in the estimates of proved reserves;
|
•
|
the availability and capacity of gathering and processing systems, pipelines, and other midstream infrastructure for our production;
|
•
|
the effect of seasonal weather conditions and wildlife and plant species restrictions on our operations;
|
•
|
our ability to fund, develop, produce, and acquire additional oil and natural gas reserves that are economically recoverable;
|
•
|
our ability to obtain adequate financing;
|
•
|
the effect of local and regional factors on oil and natural gas prices;
|
•
|
incurrence of ceiling test write-downs;
|
•
|
our inability to control operations on properties that we do not operate;
|
•
|
the strength and financial resources of our competitors;
|
•
|
our ability to successfully identify, execute, and integrate acquisitions;
|
•
|
our ability to market our production;
|
•
|
the effect of environmental liabilities;
|
•
|
changes in U.S. tax laws;
|
•
|
our ability to satisfy our contractual obligations and commitments;
|
•
|
the amount of our indebtedness and our ability to maintain compliance with debt covenants;
|
•
|
the effectiveness of our disclosure controls and our internal controls over financial reporting;
|
•
|
the geographic concentration of our principal properties;
|
•
|
our ability to protect critical data and technology systems;
|
•
|
the availability of water for use in our operations; and
|
•
|
the risks and uncertainties described and referenced in "Risk Factors."
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
Item 1.
|
Legal Proceedings
|
Item 1A.
|
Risk Factors
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|||
January 1, 2019 - January 31, 2019
(1)
|
|
15,178
|
|
|
$
|
4.70
|
|
February 1, 2019 - February 28, 2019
(1)
|
|
162,789
|
|
|
4.89
|
|
|
March 1, 2019 - March 31, 2019
(1)
|
|
1,449
|
|
|
$
|
4.93
|
|
Total
|
|
179,416
|
|
|
|
Item 3.
|
Defaults Upon Senior Securities
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Other Information
|
Exhibit
Number
|
|
Exhibit
|
31.1
|
|
|
31.2
|
|
|
32.1
|
|
|
101.INS
|
|
XBRL
Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extension Schema
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
|
|
|
|
|
*
|
|
Filed herewith
|
**
|
|
Furnished herewith
|
|
SRC Energy Inc.
|
|
|
|
/s/ Lynn A. Peterson
|
|
Lynn A. Peterson, President and Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
/s/ James P. Henderson
|
|
James P. Henderson, Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
|
|
/s/ Jared C. Grenzenbach
|
|
Jared C. Grenzenbach, Vice President and Chief Accounting Officer
(Principal Accounting Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of SRC Energy Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of SRC Energy Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
(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 operation of the Company.
|
Date:
|
May 1, 2019
|
By:
|
/s/ Lynn A. Peterson
|
|
|
|
|
Lynn A. Peterson, Principal Executive Officer
|
|
Date:
|
May 1, 2019
|
By:
|
/s/ James P. Henderson
|
|
|
|
|
James P. Henderson, Principal Financial Officer
|
|