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ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from
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to
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Commission file number 001-34574
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Texas
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27-4662601
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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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5400 LBJ Freeway, Suite 1500
Dallas, Texas 75240
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75240
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common Stock, par value $0.01 per share
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New York Stock Exchange
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Large accelerated filer
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¨
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Accelerated filer
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ý
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Non-accelerated filer
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¨
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(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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DOCUMENTS INCORPORATED BY REFERENCE
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Page
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PART I
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I
TEM
1.
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I
TEM
1A.
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I
TEM
1B.
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I
TEM
2.
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I
TEM
3.
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I
TEM
4.
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PART II
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I
TEM
5.
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I
TEM
6.
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I
TEM
7.
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I
TEM
7A.
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I
TEM
8.
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I
TEM
9.
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I
TEM
9A.
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I
TEM
9B.
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PART III
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I
TEM
10.
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I
TEM
11.
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I
TEM
12.
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I
TEM
13.
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I
TEM
14.
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PART IV
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I
TEM
15.
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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 technology;
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•
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our cash flows and liquidity;
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•
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our financial strategy, budget, projections and operating results;
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•
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our oil and natural gas realized prices;
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•
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the timing and amount of future production of oil and natural gas;
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•
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the availability of drilling and production equipment;
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•
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the availability of oil field labor;
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•
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the amount, nature and timing of capital expenditures, including future exploration and development costs;
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•
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the availability and terms of capital;
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•
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our drilling of wells;
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•
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government regulation and taxation of the oil and natural gas industry;
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•
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our marketing of oil and natural gas;
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•
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our exploitation projects or property acquisitions;
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•
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our costs of exploiting and developing our properties and conducting other operations;
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•
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general economic conditions;
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•
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competition in the oil and natural gas industry;
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•
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the effectiveness of our risk management and hedging activities;
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•
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environmental liabilities;
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•
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counterparty credit risk;
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•
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developments in oil-producing and natural gas-producing countries;
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•
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our future operating results;
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•
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estimated future reserves and the present value thereof; and
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•
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our plans, objectives, expectations and intentions contained in this Annual Report on Form 10-K that are not historical.
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Producing
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Total Identified
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Estimated Net Proved
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||||||||||||||
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Wells
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Drilling Locations
(1)
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Reserves
(2)
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Avg. Daily
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|||||||||||||||||
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Net
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Gross
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Net
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Gross
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Net
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%
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Production
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||||||||
Acreage
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MBOE
(3)
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Developed
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(BOE/d)
(3)
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South Texas:
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||||||||
Eagle Ford
(4)
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27,147
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73
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63.3
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273
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229.3
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20,221
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54.9
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8,225
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NW Louisiana/E Texas:
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Haynesville
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14,969
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140
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13.0
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527
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114.5
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28,797
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14.9
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2,831
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Cotton Valley
(5)
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21,821
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100
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63.7
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71
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49.3
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1,339
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100.0
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600
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Area Total
(6)
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25,761
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240
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76.7
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598
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163.8
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30,136
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18.7
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3,431
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Permian Basin:
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SE New Mexico, West Texas
(7)
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44,834
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13
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5.0
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241
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177.7
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1,372
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31.1
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84
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Other:
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Wyoming, Utah, Idaho
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36,004
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—
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—
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—
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—
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—
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—
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—
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Total
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133,746
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326
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145.0
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1,112
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570.8
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51,729
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33.2
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11,740
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(1)
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Identified and engineered drilling locations. These locations have been identified for potential future drilling and were not producing at
December 31, 2013
. The total net engineered drilling locations is calculated by multiplying the gross engineered drilling locations in an operating area by our working interest participation in such locations. At
December 31, 2013
, these engineered drilling locations included 52 gross (39.8 net) locations to which we have assigned proved undeveloped reserves in the Eagle Ford, four gross (3.4 net) locations to which we have assigned proved undeveloped reserves in the Wolfcamp or Bone Spring plays in the Permian Basin and 125 gross (20.6 net) locations to which we have assigned proved undeveloped reserves in the Haynesville. We had no proved undeveloped reserves assigned to engineered drilling locations in any other formation at
December 31, 2013
.
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(2)
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These estimates were prepared by our engineering staff and audited by
Netherland, Sewell & Associates, Inc.
, independent reservoir engineers.
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(3)
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Estimated using a conversion ratio of one Bbl of oil per six Mcf of natural gas.
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(4)
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Includes two wells producing small quantities of oil from the Austin Chalk formation and two wells producing small quantities of natural gas from the San Miguel formation in Zavala County, Texas.
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(5)
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Includes the Cotton Valley formation and shallower zones and also includes one well producing from the Frio formation in Orange County, Texas.
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(6)
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Some of the same leases cover the net acres shown for both the Haynesville formation and the shallower Cotton Valley formation. Therefore, the sum of the net acreage for both formations is not equal to the total net acreage for Northwest Louisiana and East Texas. This total includes acreage that we are producing from or that we believe to be prospective for these formations.
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(7)
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Includes potential future engineered drilling locations in the Wolfcamp, Bone Spring or Avalon shale plays on our acreage in the Permian Basin at
December 31, 2013
.
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Year Ended December 31,
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2013
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2012
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2011
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Unaudited Production Data:
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Net Production Volumes:
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Oil (MBbl)
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2,133
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1,214
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154
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Natural gas (Bcf)
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12.9
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12.5
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14.5
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Total oil equivalent (MBOE)
(1)
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4,285
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3,294
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2,573
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Average daily production (BOE/d)
(1)
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11,740
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9,000
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7,049
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Average Sales Prices:
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Oil, with realized derivatives (per Bbl)
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$
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98.67
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$
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103.55
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$
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93.80
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Oil, without realized derivatives (per Bbl)
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$
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99.79
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$
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101.86
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$
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93.80
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Natural gas, with realized derivatives (per Mcf)
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$
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4.47
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$
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3.55
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$
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4.11
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Natural gas, without realized derivatives (per Mcf)
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$
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4.35
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$
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2.59
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$
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3.62
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Operating Expenses (per BOE):
|
|
|
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||||||
Production taxes and marketing
|
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$
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4.89
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|
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$
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3.54
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$
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2.44
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Lease operating
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$
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9.04
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|
|
$
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8.56
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|
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$
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2.82
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Depletion, depreciation and amortization
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|
$
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22.96
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$
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24.43
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$
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12.34
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General and administrative
|
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$
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4.85
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$
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4.42
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$
|
5.21
|
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(1)
|
Estimated using a conversion ratio of one Bbl of oil per six Mcf of natural gas.
|
|
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Average Net Daily Production
|
|
|
|
|
|||||||||
|
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Oil (Bbl/d)
|
|
Natural Gas (Mcf/d)
|
|
Oil Equivalent (BOE/d)
(1)
|
|
Total Net Production (MBOE)
(1)
|
|
Percentage of Total Net Production
|
|||||
|
|
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|
||||||||||
South Texas:
|
|
|
|
|
|
|
|
|
|
|
|||||
Eagle Ford
(2)
|
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5,748
|
|
|
14,865
|
|
|
8,225
|
|
|
3,002
|
|
|
70.1
|
%
|
NW Louisiana/E Texas:
|
|
|
|
|
|
|
|
|
|
|
|||||
Haynesville
|
|
—
|
|
|
16,984
|
|
|
2,831
|
|
|
1,033
|
|
|
24.1
|
%
|
Cotton Valley
(3)
|
|
17
|
|
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3,498
|
|
|
600
|
|
|
219
|
|
|
5.1
|
%
|
Area Total
|
|
17
|
|
|
20,482
|
|
|
3,431
|
|
|
1,252
|
|
|
29.2
|
%
|
Permian Basin:
|
|
|
|
|
|
|
|
|
|
|
|||||
SE New Mexico, West Texas
|
|
78
|
|
|
36
|
|
|
84
|
|
|
31
|
|
|
0.7
|
%
|
Other:
|
|
|
|
|
|
|
|
|
|
|
|||||
Wyoming, Utah, Idaho
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
|
5,843
|
|
|
35,383
|
|
|
11,740
|
|
|
4,285
|
|
|
100.0
|
%
|
(1)
|
Estimated using a conversion ratio of one Bbl of oil per six Mcf of natural gas.
|
(2)
|
Includes two wells producing small volumes of oil from the Austin Chalk formation and two wells producing small quantities of natural gas from the San Miguel formation in Zavala County, Texas.
|
(3)
|
Includes the Cotton Valley formation and shallower zones and also includes one well producing from the Frio formation in Orange County, Texas.
|
|
|
Average Net Daily Production
|
|
|
|
|
|||||||||
|
|
Oil (Bbl/d)
|
|
Natural Gas (Mcf/d)
|
|
Oil Equivalent (BOE/d)
(1)
|
|
Total Net Production (MBOE)
(1)
|
|
Percentage of Total Net Production
|
|||||
|
|
|
|
|
|
||||||||||
South Texas:
|
|
|
|
|
|
|
|
|
|
|
|||||
Eagle Ford
(2)
|
|
3,261
|
|
|
4,007
|
|
|
3,928
|
|
|
1,438
|
|
|
43.7
|
%
|
NW Louisiana/E Texas:
|
|
|
|
|
|
|
|
|
|
|
|||||
Haynesville
|
|
1
|
|
|
26,007
|
|
|
4,336
|
|
|
1,587
|
|
|
48.2
|
%
|
Cotton Valley
(3)
|
|
30
|
|
|
4,051
|
|
|
706
|
|
|
258
|
|
|
7.8
|
%
|
Area Total
|
|
31
|
|
|
30,058
|
|
|
5,042
|
|
|
1,845
|
|
|
56.0
|
%
|
Permian Basin:
|
|
|
|
|
|
|
|
|
|
|
|||||
SE New Mexico, West Texas
|
|
25
|
|
|
30
|
|
|
30
|
|
|
11
|
|
|
0.3
|
%
|
Other:
|
|
|
|
|
|
|
|
|
|
|
|||||
Wyoming, Utah, Idaho
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
|
3,317
|
|
|
34,095
|
|
|
9,000
|
|
|
3,294
|
|
|
100.0
|
%
|
(1)
|
Estimated using a conversion ratio of one Bbl of oil per six Mcf of natural gas.
|
(2)
|
Includes two wells producing small volumes of oil from the Austin Chalk formation and two wells producing small quantities of natural gas from the San Miguel formation in Zavala County, Texas.
|
(3)
|
Includes the Cotton Valley formation and shallower zones and also includes one well producing from the Frio formation in Orange County, Texas.
|
|
|
Oil Wells
|
|
Natural Gas Wells
|
|
Total Wells
|
||||||||||||
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
||||||
South Texas:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Eagle Ford
(1)
|
|
69
|
|
|
59.3
|
|
|
4
|
|
|
4.0
|
|
|
73
|
|
|
63.3
|
|
NW Louisiana/E Texas:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Haynesville
|
|
—
|
|
|
—
|
|
|
140
|
|
|
13.0
|
|
|
140
|
|
|
13.0
|
|
Cotton Valley
(2)
|
|
2
|
|
|
2.0
|
|
|
98
|
|
|
61.7
|
|
|
100
|
|
|
63.7
|
|
Area Total
|
|
2
|
|
|
2.0
|
|
|
238
|
|
|
74.7
|
|
|
240
|
|
|
76.7
|
|
Permian Basin:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
SE New Mexico, West Texas
|
|
12
|
|
|
4.4
|
|
|
1
|
|
|
0.6
|
|
|
13
|
|
|
5.0
|
|
Other:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Wyoming, Utah, Idaho
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
|
83
|
|
|
65.7
|
|
|
243
|
|
|
79.3
|
|
|
326
|
|
|
145.0
|
|
(1)
|
Includes two wells producing small volumes of oil from the Austin Chalk formation and two wells producing small quantities of natural gas from the San Miguel formation in Zavala County, Texas.
|
(2)
|
Includes the Cotton Valley formation and shallower zones and also includes one well producing from the Frio formation in Orange County, Texas.
|
|
|
At December 31,
(1)
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Estimated Proved Reserves Data:
(2)
|
|
|
|
|
|
|
||||||
Estimated proved reserves:
|
|
|
|
|
|
|
||||||
Oil (MBbl)
|
|
16,362
|
|
|
10,485
|
|
|
3,794
|
|
|||
Natural Gas (Bcf)
(3)
|
|
212.2
|
|
|
80.0
|
|
|
170.4
|
|
|||
Total (MBOE)
(4)
|
|
51,729
|
|
|
23,819
|
|
|
32,196
|
|
|||
Estimated proved developed reserves:
|
|
|
|
|
|
|
||||||
Oil (MBbl)
|
|
8,258
|
|
|
4,764
|
|
|
1,419
|
|
|||
Natural Gas (Bcf)
(3)
|
|
53.5
|
|
|
54.0
|
|
|
56.5
|
|
|||
Total (MBOE)
(4)
|
|
17,168
|
|
|
13,771
|
|
|
10,843
|
|
|||
Percent developed
|
|
33.2
|
%
|
|
57.8
|
%
|
|
33.7
|
%
|
|||
Estimated proved undeveloped reserves:
|
|
|
|
|
|
|
||||||
Oil (MBbl)
|
|
8,104
|
|
|
5,721
|
|
|
2,375
|
|
|||
Natural gas (Bcf)
(3)
|
|
158.7
|
|
|
26.0
|
|
|
113.9
|
|
|||
Total (MBOE)
(4)
|
|
34,561
|
|
|
10,048
|
|
|
21,353
|
|
|||
PV-10
(5)
(in millions)
|
|
$
|
655.2
|
|
|
$
|
423.2
|
|
|
$
|
248.7
|
|
Standardized Measure
(6)
(in millions)
|
|
$
|
578.7
|
|
|
$
|
394.6
|
|
|
$
|
215.5
|
|
(1)
|
Numbers in table may not total due to rounding.
|
(2)
|
Our estimated proved reserves, PV-10 and Standardized Measure were determined using index prices for oil and natural gas, without giving effect to derivative transactions, and were held constant throughout the life of the properties. The unweighted arithmetic averages of the first-day-of-the-month prices for the 12 months ended
December 31, 2013
were
$93.42
per Bbl for oil and
$3.670
per MMBtu for natural gas, for the 12 months ended
December 31, 2012
were
$91.21
per Bbl for oil and
$2.757
per MMBtu for natural gas, and for the 12 months ended
December 31, 2011
were
$92.71
per Bbl for oil and
$4.118
per MMBtu for natural gas. These prices were adjusted by lease for quality, energy content, regional price differentials, transportation fees, marketing deductions and other factors affecting the price received at the wellhead. We report our proved reserves in two streams, oil and natural gas, and the economic value of the natural gas liquids associated with the natural gas is included in the estimated wellhead natural gas price on those properties where the natural gas liquids are extracted and sold.
|
(3)
|
As a result of substantially lower natural gas prices in 2012, at June 30, 2012, we removed 97.8 Bcf (16.3 million BOE) of previously classified proved undeveloped natural gas reserves in the Haynesville shale from our total proved reserves, most of which were attributable to non-operated properties. Primarily as a result of the continued improvement in natural gas prices during 2013, we added approximately
134.2
Bcf (
22.4
million BOE) of proved undeveloped natural gas reserves in the Haynesville shale to our estimated total proved reserves in the second, third and fourth quarters of 2013, which are reflected in our estimated total proved reserves at December 31, 2013.
|
(4)
|
Estimated using a conversion ratio of one Bbl of oil per six Mcf of natural gas.
|
(5)
|
PV-10 is a non-GAAP financial measure and generally differs from Standardized Measure, the most directly comparable GAAP financial measure, because it does not include the effects of income taxes on future net revenues. PV-10 is not an estimate of the fair market value of our properties. We and others in the industry use PV-10 as a measure to compare the relative size and value of proved reserves held by companies and of the potential return on investment related to the companies’ properties without regard to the specific tax characteristics of such entities. Our PV-10 at
December 31, 2013, 2012 and 2011
may be reconciled to our Standardized Measure of discounted future net cash flows at such dates by reducing our PV-10 by the discounted future income taxes associated with such reserves. The discounted future income taxes at
December 31, 2013, 2012 and 2011
were, in millions,
$76.5
,
$28.6
and
$33.2
, respectively.
|
(6)
|
Standardized Measure represents the present value of estimated future net cash flows from proved reserves, less estimated future development, production, plugging and abandonment costs and income tax expenses, discounted at 10% per annum to reflect the timing of future cash flows. Standardized Measure is not an estimate of the fair market value of our properties.
|
|
|
Proved Developed Reserves
|
|
|
|
||
|
|
(MBOE)
(1)
|
|
As of December 31, 2012
|
|
13,771
|
|
Extensions and discoveries
|
|
3,971
|
|
Purchases of minerals-in-place
|
|
28
|
|
Revisions of prior estimates
|
|
(651
|
)
|
Production
|
|
(4,285
|
)
|
Conversion of proved undeveloped to proved developed
|
|
4,334
|
|
As of December 31, 2013
|
|
17,168
|
|
(1)
|
Estimated using a conversion ratio of one Bbl of oil per six Mcf of natural gas.
|
|
|
Proved Undeveloped Reserves
|
|
|
|
||
|
|
(MBOE)
(1)
|
|
As of December 31, 2012
|
|
10,048
|
|
Extensions and discoveries
|
|
15,260
|
|
Purchases of minerals-in-place
|
|
—
|
|
Revisions of prior estimates
|
|
13,587
|
|
Conversion of proved undeveloped to proved developed
|
|
(4,334
|
)
|
As of December 31, 2013
|
|
34,561
|
|
(1)
|
Estimated using a conversion ratio of one Bbl of oil per six Mcf of natural gas.
|
|
|
|
|
|
|
|
|
Investment in Conversion of Proved Undeveloped Reserves to Proved Developed Reserves
|
|||||
|
|
Proved Undeveloped Reserves Converted to Proved Developed Reserves
|
|
||||||||||
|
|
|
|||||||||||
|
|
Oil
|
|
Natural Gas
|
|
Total
|
|
||||||
|
|
(MBbl)
|
|
(Bcf)
|
|
(MBOE)
(1)
|
|
||||||
2011
|
|
—
|
|
|
3.4
|
|
|
573
|
|
|
$
|
1,409
|
|
2012
|
|
283
|
|
|
0.8
|
|
|
415
|
|
|
8,096
|
|
|
2013
|
|
2,944
|
|
|
8.3
|
|
|
4,334
|
|
|
115,699
|
|
|
Total
|
|
3,227
|
|
|
12.5
|
|
|
5,322
|
|
|
$
|
125,204
|
|
(1)
|
Estimated using a conversion ratio of one Bbl of oil per six Mcf of natural gas.
|
|
|
Net Proved Reserves
(1)
|
|
|
|
|
|||||||||||
|
|
Oil
|
|
Natural Gas
|
|
Oil Equivalent
|
|
PV-10
(2)
|
|
Standardized Measure
(3)
|
|||||||
|
|
(MBbl)
|
|
(Bcf)
|
|
(MBOE)
(4)
|
|
(in millions)
|
|
(in millions)
|
|||||||
South Texas:
|
|
|
|
|
|
|
|
|
|
|
|||||||
Eagle Ford
(5)
|
|
15,198
|
|
|
30.1
|
|
|
20,221
|
|
|
$
|
540.4
|
|
|
$
|
477.3
|
|
NW Louisiana/E Texas:
|
|
|
|
|
|
|
|
|
|
|
|||||||
Haynesville
|
|
—
|
|
|
172.8
|
|
|
28,797
|
|
|
74.7
|
|
|
66.0
|
|
||
Cotton Valley
(6)
|
|
36
|
|
|
7.8
|
|
|
1,339
|
|
|
8.2
|
|
|
7.2
|
|
||
Area Total
|
|
36
|
|
|
180.6
|
|
|
30,136
|
|
|
82.9
|
|
|
73.2
|
|
||
Permian Basin:
|
|
|
|
|
|
|
|
|
|
|
|||||||
SE New Mexico, West Texas
|
|
1,128
|
|
|
1.5
|
|
|
1,372
|
|
|
31.9
|
|
|
28.2
|
|
||
Other:
|
|
|
|
|
|
|
|
|
|
|
|||||||
Wyoming, Utah, Idaho
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Total
|
|
16,362
|
|
|
212.2
|
|
|
51,729
|
|
|
$
|
655.2
|
|
|
$
|
578.7
|
|
(1)
|
Numbers in table may not total due to rounding.
|
(2)
|
PV-10 is a non-GAAP financial measure and generally differs from Standardized Measure, the most directly comparable GAAP financial measure, because it does not include the effects of income taxes on future net revenues. PV-10 is not an estimate of the fair market value of our properties. We and others in the industry use PV-10 as a measure to compare the relative size and value of proved reserves held by companies and of the potential return on investment related to the companies’ properties without regard to the specific tax characteristics of such entities. Our PV-10 at
December 31,
|
(3)
|
Standardized Measure represents the present value of estimated future net cash flows from proved reserves, less estimated future development, production, plugging and abandonment costs and income tax expenses, discounted at 10% per annum to reflect the timing of future cash flows. Standardized Measure is not an estimate of the fair market value of our properties.
|
(4)
|
Estimated using a conversion ratio of one Bbl of oil per six Mcf of natural gas.
|
(5)
|
Includes two wells producing small volumes of oil from the Austin Chalk formation and two wells producing small quantities of natural gas from the San Miguel formation in Zavala County, Texas.
|
(6)
|
Includes the Cotton Valley formation and shallower zones and also includes one well producing from the Frio formation in Orange County, Texas.
|
|
|
Developed Acres
|
|
Undeveloped Acres
|
|
Total Acres
|
||||||||||||
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
||||||
South Texas:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Eagle Ford
|
|
22,604
|
|
|
18,206
|
|
|
16,381
|
|
|
8,941
|
|
|
38,985
|
|
|
27,147
|
|
NW Louisiana/E Texas:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Haynesville
|
|
18,960
|
|
|
11,238
|
|
|
3,734
|
|
|
3,731
|
|
|
22,694
|
|
|
14,969
|
|
Cotton Valley
|
|
20,510
|
|
|
18,418
|
|
|
3,916
|
|
|
3,403
|
|
|
24,426
|
|
|
21,821
|
|
Area Total
(1)
|
|
24,215
|
|
|
21,885
|
|
|
4,392
|
|
|
3,876
|
|
|
28,607
|
|
|
25,761
|
|
Permian Basin:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
SE New Mexico, West Texas
|
|
1,120
|
|
|
897
|
|
|
69,699
|
|
|
43,937
|
|
|
70,819
|
|
|
44,834
|
|
Other:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Wyoming, Utah, Idaho
|
|
—
|
|
|
—
|
|
|
76,496
|
|
|
36,004
|
|
|
76,496
|
|
|
36,004
|
|
Total
|
|
47,939
|
|
|
40,988
|
|
|
166,968
|
|
|
92,758
|
|
|
214,907
|
|
|
133,746
|
|
(1)
|
Some of the same leases cover the gross and net acreage shown for both the Haynesville formation and the shallower Cotton Valley formation. Therefore, the sum of the gross and net acreage for both formations is not equal to the total gross and net acreage for Northwest Louisiana and East Texas.
|
|
|
Acres
|
|
Acres
|
||||||||
|
|
Expiring 2014
|
|
Expiring 2015
|
||||||||
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
||||
South Texas:
|
|
|
|
|
|
|
|
|
||||
Eagle Ford
|
|
2,879
|
|
|
846
|
|
|
2,343
|
|
|
1,777
|
|
NW Louisiana/E Texas:
|
|
|
|
|
|
|
|
|
||||
Haynesville
|
|
11
|
|
|
11
|
|
|
—
|
|
|
—
|
|
Cotton Valley
|
|
11
|
|
|
11
|
|
|
—
|
|
|
—
|
|
Area Total
(1)
|
|
11
|
|
|
11
|
|
|
—
|
|
|
—
|
|
Permian Basin:
|
|
|
|
|
|
|
|
|
||||
SE New Mexico, West Texas
|
|
7,775
|
|
|
706
|
|
|
5,496
|
|
|
2,439
|
|
Other:
|
|
|
|
|
|
|
|
|
||||
Wyoming, Utah, Idaho
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
|
10,665
|
|
|
1,563
|
|
|
7,839
|
|
|
4,216
|
|
(1)
|
Some of the same leases cover the gross and net acreage shown for both the Haynesville formation and the shallower Cotton Valley formation. Therefore, the sum of the gross and net acreage for both formations is not equal to the total gross and net acreage for Northwest Louisiana and East Texas.
|
|
|
Year Ended December 31,
|
||||||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
|||||||
Development Wells
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Productive
|
|
32
|
|
|
20.7
|
|
|
36
|
|
|
17.1
|
|
|
30
|
|
|
0.6
|
|
Dry
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Exploration Wells
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Productive
|
|
14
|
|
|
8.7
|
|
|
22
|
|
|
10.4
|
|
|
30
|
|
|
10.2
|
|
Dry
(1)
|
|
1
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total Wells
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Productive
|
|
46
|
|
|
29.4
|
|
|
58
|
|
|
27.5
|
|
|
60
|
|
|
10.8
|
|
Dry
(1)
|
|
1
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
We participated on a non-operated basis in an unsuccessful vertical well test of the Edwards formation on our Atascosa County, Texas acreage in 2013.
|
•
|
the domestic and foreign supply of oil and natural gas;
|
•
|
the domestic and foreign demand for oil and natural gas;
|
•
|
the prices and availability of competitors’ supplies of oil and natural gas;
|
•
|
the actions of the Organization of Petroleum Exporting Countries, or OPEC, and state-controlled oil companies relating to oil price and production controls;
|
•
|
the price and quantity of foreign imports;
|
•
|
the impact of U.S. dollar exchange rates on oil and natural gas prices;
|
•
|
domestic and foreign governmental regulations and taxes;
|
•
|
speculative trading of oil and natural gas futures contracts;
|
•
|
the availability, proximity and capacity of gathering, processing and transportation systems for natural gas;
|
•
|
the availability of refining capacity;
|
•
|
the prices and availability of alternative fuel sources;
|
•
|
weather conditions and natural disasters;
|
•
|
political conditions in or affecting oil and natural gas producing regions, including the Middle East and South America;
|
•
|
the continued threat of terrorism and the impact of military action and civil unrest;
|
•
|
public pressure on, and legislative and regulatory interest within, federal, state and local governments to stop, significantly limit or regulate hydraulic fracturing activities;
|
•
|
the level of global oil and natural gas inventories and exploration and production activity;
|
•
|
the impact of energy conservation efforts;
|
•
|
technological advances affecting energy consumption; and
|
•
|
overall worldwide economic conditions.
|
•
|
general economic and industry conditions, including the prices received for oil and natural gas;
|
•
|
shortages of, or delays in, obtaining equipment, including hydraulic fracturing equipment, and qualified personnel;
|
•
|
potential drainage by operators on adjacent properties;
|
•
|
loss of or damage to oilfield development and service tools;
|
•
|
problems with title to the underlying properties;
|
•
|
increases in severance taxes;
|
•
|
adverse weather conditions that delay drilling activities or cause producing wells to be shut in;
|
•
|
domestic and foreign governmental regulations; and
|
•
|
proximity to and capacity of gathering, processing and transportation facilities.
|
•
|
our estimated proved oil and natural gas reserves;
|
•
|
the amount of oil and natural gas we produce from existing wells;
|
•
|
the prices at which we sell our production;
|
•
|
the costs of developing and producing our oil and natural gas reserves;
|
•
|
our ability to acquire, locate and produce new reserves;
|
•
|
the ability and willingness of banks to lend to us; and
|
•
|
our ability to access the equity and debt capital markets.
|
•
|
requiring a significant portion of our cash flows to be used for servicing our indebtedness;
|
•
|
increasing our vulnerability to general adverse economic and industry conditions;
|
•
|
placing us at a competitive disadvantage compared to our competitors that are less leveraged and, therefore, may be able to take advantage of opportunities that our level of indebtedness may prevent us from pursuing;
|
•
|
impairing our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions and general corporate or other purposes; and
|
•
|
increasing the risk that we may default on our debt obligations.
|
•
|
natural disasters;
|
•
|
adverse weather conditions;
|
•
|
loss of drilling fluid circulation;
|
•
|
blowouts where oil or natural gas flows uncontrolled at a wellhead;
|
•
|
cratering or collapse of the formation;
|
•
|
pipe or cement leaks, failures or casing collapses;
|
•
|
fires or explosions;
|
•
|
releases of hazardous substances or other waste materials that cause environmental damage;
|
•
|
pressures or irregularities in formations; and
|
•
|
equipment failures or accidents.
|
•
|
the quality and quantity of available data;
|
•
|
the interpretation of that data;
|
•
|
the judgment of the persons preparing the estimate; and
|
•
|
the accuracy of the assumptions used.
|
•
|
actual prices we receive for oil and natural gas;
|
•
|
actual costs and timing of development and production expenditures;
|
•
|
the amount and timing of actual production; and
|
•
|
changes in governmental regulations or taxation.
|
•
|
timing and amount of capital expenditures;
|
•
|
the operator’s expertise and financial resources;
|
•
|
the rate of production of reserves, if any;
|
•
|
approval of other participants in drilling wells; and
|
•
|
selection and implementation or execution of technology.
|
•
|
downward adjustments to our estimated proved reserves;
|
•
|
increases in our estimates of development costs; or
|
•
|
deterioration in our exploration and development results.
|
•
|
personal injuries;
|
•
|
property damage;
|
•
|
containment and clean-up of oil and other spills;
|
•
|
management and disposal of hazardous materials;
|
•
|
remediation, clean-up costs and natural resource damages; and
|
•
|
other environmental damages.
|
•
|
our actual or anticipated operating and financial performance and drilling locations, including oil and natural gas reserves estimates;
|
•
|
quarterly variations in the rate of growth of our financial indicators, such as net income per share, net income and cash flows, or those of companies that are perceived to be similar to us;
|
•
|
changes in revenue, cash flows or earnings estimates or publication of reports by equity research analysts;
|
•
|
speculation in the press or investment community;
|
•
|
public reaction to our press releases, announcements and filings with the SEC;
|
•
|
sales of our common stock by us or shareholders, or the perception that such sales may occur;
|
•
|
general financial market conditions and oil and natural gas industry market conditions, including fluctuations in commodity prices;
|
•
|
the realization of any of the risk factors presented in this Annual Report on Form 10-K;
|
•
|
the recruitment or departure of key personnel;
|
•
|
commencement of or involvement in litigation;
|
•
|
the prices of oil, natural gas and natural gas liquids;
|
•
|
the success of our exploration and development operations, and the marketing of any oil, natural gas and natural gas liquids we produce;
|
•
|
changes in market valuations of companies similar to ours; and
|
•
|
domestic and international economic, legal and regulatory factors unrelated to our performance.
|
•
|
authorization for our Board of Directors to issue preferred stock without shareholder approval;
|
•
|
a classified Board of Directors so that not all members of our Board of Directors are elected at one time;
|
•
|
the prohibition of cumulative voting in the election of directors; and
|
•
|
a limitation on the ability of shareholders to call special meetings to those owning at least 25% of our outstanding shares of common stock.
|
|
|
2013
|
|
2012
|
||||||||||||
|
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||
First Quarter
|
|
$
|
9.00
|
|
|
$
|
7.58
|
|
|
$
|
12.33
|
|
|
$
|
10.85
|
|
Second Quarter
|
|
$
|
12.48
|
|
|
$
|
8.25
|
|
|
$
|
12.09
|
|
|
$
|
8.63
|
|
Third Quarter
|
|
$
|
17.89
|
|
|
$
|
11.49
|
|
|
$
|
11.53
|
|
|
$
|
9.41
|
|
Fourth Quarter
|
|
$
|
24.10
|
|
|
$
|
15.62
|
|
|
$
|
10.50
|
|
|
$
|
7.70
|
|
Equity Compensation Plan Information
|
||||||||||
Plan Category
|
|
Number of Shares to be Issued Upon Exercise of Outstanding Options, Warrants and Rights
|
|
Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights
|
|
Number of Shares Remaining Available for Future Issuance Under Equity Compensation Plans
|
||||
Equity compensation plans approved by security holders
(1) (2)
|
|
1,613,695
|
|
|
$
|
9.32
|
|
|
1,778,715
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
1,613,695
|
|
|
$
|
9.32
|
|
|
1,778,715
|
|
(1)
|
Our Board of Directors has determined not to make any additional grants of awards under the Matador Resources Company 2003 Stock and Incentive Plan.
|
(2)
|
Our 2012 Long-Term Incentive Plan was approved by our Board of Directors in December 2011 and took effect on January 1, 2012. The 2012 Long-Term Incentive Plan was also approved by our shareholders at the Annual Meeting of Shareholders on June 7, 2012. For a description of our 2012 Long-Term Incentive Plan, see
“
Note 8
–
Stock-Based Compensation
”
to the consolidated financial statements in this Annual Report on Form 10-K.
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
(In thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Statement of operations data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Oil and natural gas revenues
|
|
$
|
269,030
|
|
|
$
|
155,998
|
|
|
$
|
67,000
|
|
|
$
|
34,042
|
|
|
$
|
19,039
|
|
Realized (loss) gain on derivatives
|
|
(909
|
)
|
|
13,960
|
|
|
7,106
|
|
|
5,299
|
|
|
7,625
|
|
|||||
Unrealized (loss) gain on derivatives
|
|
(7,232
|
)
|
|
(4,802
|
)
|
|
5,138
|
|
|
3,139
|
|
|
(2,375
|
)
|
|||||
Total revenues
|
|
260,889
|
|
|
165,156
|
|
|
79,244
|
|
|
42,480
|
|
|
24,289
|
|
|||||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Production taxes and marketing
|
|
20,973
|
|
|
11,672
|
|
|
6,278
|
|
|
1,982
|
|
|
1,077
|
|
|||||
Lease operating
|
|
38,720
|
|
|
28,184
|
|
|
7,244
|
|
|
5,284
|
|
|
4,725
|
|
|||||
Depletion, depreciation and amortization
|
|
98,395
|
|
|
80,454
|
|
|
31,754
|
|
|
15,596
|
|
|
10,743
|
|
|||||
Accretion of asset retirement obligations
|
|
348
|
|
|
256
|
|
|
209
|
|
|
155
|
|
|
137
|
|
|||||
Full-cost ceiling impairment
|
|
21,229
|
|
|
63,475
|
|
|
35,673
|
|
|
—
|
|
|
25,244
|
|
|||||
General and administrative
|
|
20,779
|
|
|
14,543
|
|
|
13,394
|
|
|
9,702
|
|
|
7,115
|
|
|||||
Total expenses
|
|
200,444
|
|
|
198,584
|
|
|
94,552
|
|
|
32,719
|
|
|
49,041
|
|
|||||
Operating income (loss)
|
|
60,445
|
|
|
(33,428
|
)
|
|
(15,308
|
)
|
|
9,761
|
|
|
(24,752
|
)
|
|||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net loss on asset sales and inventory impairment
|
|
(192
|
)
|
|
(485
|
)
|
|
(154
|
)
|
|
(224
|
)
|
|
(379
|
)
|
|||||
Interest expense
|
|
(5,687
|
)
|
|
(1,002
|
)
|
|
(683
|
)
|
|
(3
|
)
|
|
—
|
|
|||||
Interest and other income
|
|
225
|
|
|
224
|
|
|
315
|
|
|
364
|
|
|
781
|
|
|||||
Total other (expense) income
|
|
(5,654
|
)
|
|
(1,263
|
)
|
|
(522
|
)
|
|
137
|
|
|
402
|
|
|||||
Net income (loss)
|
|
$
|
45,094
|
|
|
$
|
(33,261
|
)
|
|
$
|
(10,309
|
)
|
|
$
|
6,377
|
|
|
$
|
(14,425
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings (loss) per common share
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Class A
|
|
$
|
0.77
|
|
|
$
|
(0.62
|
)
|
|
$
|
(0.25
|
)
|
|
$
|
0.15
|
|
|
$
|
(0.37
|
)
|
Class B
|
|
$
|
—
|
|
|
$
|
(0.35
|
)
|
|
$
|
0.02
|
|
|
$
|
0.42
|
|
|
$
|
(0.10
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Class A
|
|
$
|
0.77
|
|
|
$
|
(0.62
|
)
|
|
$
|
(0.25
|
)
|
|
$
|
0.15
|
|
|
$
|
(0.37
|
)
|
Class B
|
|
$
|
—
|
|
|
$
|
(0.35
|
)
|
|
$
|
0.02
|
|
|
$
|
0.42
|
|
|
$
|
(0.10
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Class B dividend declared, per share
|
|
$
|
—
|
|
|
$
|
0.27
|
|
|
$
|
0.27
|
|
|
$
|
0.27
|
|
|
$
|
0.27
|
|
|
|
At December 31,
|
||||||||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance sheet data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
6,287
|
|
|
$
|
2,095
|
|
|
$
|
10,284
|
|
|
$
|
21,060
|
|
|
$
|
104,230
|
|
Certificates of deposit
|
|
—
|
|
|
230
|
|
|
1,335
|
|
|
2,349
|
|
|
15,675
|
|
|||||
Net property and equipment
|
|
845,877
|
|
|
591,090
|
|
|
399,865
|
|
|
303,880
|
|
|
142,078
|
|
|||||
Total assets
|
|
890,330
|
|
|
632,029
|
|
|
439,469
|
|
|
346,382
|
|
|
277,400
|
|
|||||
Current liabilities
|
|
100,327
|
|
|
96,492
|
|
|
74,576
|
|
|
30,097
|
|
|
8,868
|
|
|||||
Long-term liabilities
|
|
221,079
|
|
|
156,433
|
|
|
93,378
|
|
|
34,408
|
|
|
4,211
|
|
|||||
Total shareholders’ equity
|
|
$
|
568,924
|
|
|
$
|
379,104
|
|
|
$
|
271,515
|
|
|
$
|
281,877
|
|
|
$
|
264,321
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other financial data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities
|
|
$
|
179,470
|
|
|
$
|
124,228
|
|
|
$
|
61,868
|
|
|
$
|
27,273
|
|
|
$
|
1,791
|
|
Net cash used in investing activities
|
|
(366,939
|
)
|
|
(306,916
|
)
|
|
(160,088
|
)
|
|
(147,334
|
)
|
|
(49,415
|
)
|
|||||
Oil and natural gas properties capital expenditures
|
|
(363,192
|
)
|
|
(300,689
|
)
|
|
(156,431
|
)
|
|
(159,050
|
)
|
|
(54,244
|
)
|
|||||
Expenditures for other property and equipment
|
|
(3,977
|
)
|
|
(7,332
|
)
|
|
(4,671
|
)
|
|
(1,610
|
)
|
|
(307
|
)
|
|||||
Net cash provided by financing activities
|
|
191,661
|
|
|
174,499
|
|
|
87,444
|
|
|
36,891
|
|
|
1,086
|
|
|||||
Adjusted EBITDA
(1)
|
|
$
|
191,771
|
|
|
$
|
115,923
|
|
|
$
|
49,911
|
|
|
$
|
23,635
|
|
|
$
|
15,184
|
|
(1)
|
Adjusted EBITDA is a non-GAAP financial measure. For a definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to our net income (loss) and net cash provided by operating activities, see “
–
Non-GAAP Financial Measures” below.
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Unaudited Adjusted EBITDA Reconciliation to Net Income (Loss):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
|
$
|
45,094
|
|
|
$
|
(33,261
|
)
|
|
$
|
(10,309
|
)
|
|
$
|
6,377
|
|
|
$
|
(14,425
|
)
|
Interest expense
|
|
5,687
|
|
|
1,002
|
|
|
683
|
|
|
3
|
|
|
—
|
|
|||||
Total income tax provision (benefit)
|
|
9,697
|
|
|
(1,430
|
)
|
|
(5,521
|
)
|
|
3,521
|
|
|
(9,925
|
)
|
|||||
Depletion, depreciation and amortization
|
|
98,395
|
|
|
80,454
|
|
|
31,754
|
|
|
15,596
|
|
|
10,743
|
|
|||||
Accretion of asset retirement obligations
|
|
348
|
|
|
256
|
|
|
209
|
|
|
155
|
|
|
137
|
|
|||||
Full-cost ceiling impairment
|
|
21,229
|
|
|
63,475
|
|
|
35,673
|
|
|
—
|
|
|
25,244
|
|
|||||
Unrealized loss (gain) on derivatives
|
|
7,232
|
|
|
4,802
|
|
|
(5,138
|
)
|
|
(3,139
|
)
|
|
2,375
|
|
|||||
Stock-based compensation expense
|
|
3,897
|
|
|
140
|
|
|
2,406
|
|
|
898
|
|
|
656
|
|
|||||
Net loss on asset sales and inventory impairment
|
|
192
|
|
|
485
|
|
|
154
|
|
|
224
|
|
|
379
|
|
|||||
Adjusted EBITDA
|
|
$
|
191,771
|
|
|
$
|
115,923
|
|
|
$
|
49,911
|
|
|
$
|
23,635
|
|
|
$
|
15,184
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Unaudited Adjusted EBITDA Reconciliation to Net Cash Provided by
Operating Activities: |
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities
|
|
$
|
179,470
|
|
|
$
|
124,228
|
|
|
$
|
61,868
|
|
|
$
|
27,273
|
|
|
$
|
1,791
|
|
Net change in operating assets and liabilities
|
|
6,210
|
|
|
(9,307
|
)
|
|
(12,594
|
)
|
|
(2,230
|
)
|
|
15,717
|
|
|||||
Interest expense
|
|
5,687
|
|
|
1,002
|
|
|
683
|
|
|
3
|
|
|
—
|
|
|||||
Current income tax provision (benefit)
|
|
404
|
|
|
—
|
|
|
(46
|
)
|
|
(1,411
|
)
|
|
(2,324
|
)
|
|||||
Adjusted EBITDA
|
|
$
|
191,771
|
|
|
$
|
115,923
|
|
|
$
|
49,911
|
|
|
$
|
23,635
|
|
|
$
|
15,184
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Operating Data:
|
|
|
|
|
|
|
||||||
Revenues (in thousands):
(1)
|
|
|
|
|
|
|
||||||
Oil
|
|
$
|
212,833
|
|
|
$
|
123,654
|
|
|
$
|
14,457
|
|
Natural gas
|
|
56,197
|
|
|
32,344
|
|
|
52,543
|
|
|||
Total oil and natural gas revenues
|
|
269,030
|
|
|
155,998
|
|
|
67,000
|
|
|||
Realized (loss) gain on derivatives
|
|
(909
|
)
|
|
13,960
|
|
|
7,106
|
|
|||
Unrealized (loss) gain on derivatives
|
|
(7,232
|
)
|
|
(4,802
|
)
|
|
5,138
|
|
|||
Total revenues
|
|
$
|
260,889
|
|
|
$
|
165,156
|
|
|
$
|
79,244
|
|
Net Production Volumes:
(1)
|
|
|
|
|
|
|
||||||
Oil (MBbl)
|
|
2,133
|
|
|
1,214
|
|
|
154
|
|
|||
Natural gas (Bcf)
|
|
12.9
|
|
|
12.5
|
|
|
14.5
|
|
|||
Total oil equivalent (MBOE)
(2)
|
|
4,285
|
|
|
3,294
|
|
|
2,573
|
|
|||
Average daily production (BOE/d)
(2)
|
|
11,740
|
|
|
9,000
|
|
|
7,049
|
|
|||
Average Sales Prices:
|
|
|
|
|
|
|
||||||
Oil, with realized derivatives (per Bbl)
|
|
$
|
98.67
|
|
|
$
|
103.55
|
|
|
$
|
93.80
|
|
Oil, without realized derivatives (per Bbl)
|
|
$
|
99.79
|
|
|
$
|
101.86
|
|
|
$
|
93.80
|
|
Natural gas, with realized derivatives (per Mcf)
|
|
$
|
4.47
|
|
|
$
|
3.55
|
|
|
$
|
4.11
|
|
Natural gas, without realized derivatives (per Mcf)
|
|
$
|
4.35
|
|
|
$
|
2.59
|
|
|
$
|
3.62
|
|
(1)
|
We report our production volumes in two streams: oil and natural gas, including both dry and liquids-rich natural gas. Revenues associated with natural gas liquids are included with our natural gas revenues.
|
(2)
|
Estimated using a conversion ratio of one Bbl of oil per six Mcf of natural gas.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
(In thousands, except expenses per BOE)
|
|
|
||||||||||
Expenses:
|
|
|
|
|
|
|
||||||
Production taxes and marketing
|
|
$
|
20,973
|
|
|
$
|
11,672
|
|
|
$
|
6,278
|
|
Lease operating
|
|
38,720
|
|
|
28,184
|
|
|
7,244
|
|
|||
Depletion, depreciation and amortization
|
|
98,395
|
|
|
80,454
|
|
|
31,754
|
|
|||
Accretion of asset retirement obligations
|
|
348
|
|
|
256
|
|
|
209
|
|
|||
Full-cost ceiling impairment
|
|
21,229
|
|
|
63,475
|
|
|
35,673
|
|
|||
General and administrative
|
|
20,779
|
|
|
14,543
|
|
|
13,394
|
|
|||
Total expenses
|
|
200,444
|
|
|
198,584
|
|
|
94,552
|
|
|||
Operating income (loss)
|
|
60,445
|
|
|
(33,428
|
)
|
|
(15,308
|
)
|
|||
Other (expense) income:
|
|
|
|
|
|
|
||||||
Net loss on asset sales and inventory impairment
|
|
(192
|
)
|
|
(485
|
)
|
|
(154
|
)
|
|||
Interest expense
|
|
(5,687
|
)
|
|
(1,002
|
)
|
|
(683
|
)
|
|||
Interest and other income
|
|
225
|
|
|
224
|
|
|
315
|
|
|||
Total other expense
|
|
(5,654
|
)
|
|
(1,263
|
)
|
|
(522
|
)
|
|||
Income (loss) before income taxes
|
|
54,791
|
|
|
(34,691
|
)
|
|
(15,830
|
)
|
|||
Total income tax provision (benefit)
|
|
9,697
|
|
|
(1,430
|
)
|
|
(5,521
|
)
|
|||
Net income (loss)
|
|
$
|
45,094
|
|
|
$
|
(33,261
|
)
|
|
$
|
(10,309
|
)
|
Expenses per BOE:
|
|
|
|
|
|
|
||||||
Production taxes and marketing
|
|
$
|
4.89
|
|
|
$
|
3.54
|
|
|
$
|
2.44
|
|
Lease operating
|
|
$
|
9.04
|
|
|
$
|
8.56
|
|
|
$
|
2.82
|
|
Depletion, depreciation and amortization
|
|
$
|
22.96
|
|
|
$
|
24.43
|
|
|
$
|
12.34
|
|
General and administrative
|
|
$
|
4.85
|
|
|
$
|
4.42
|
|
|
$
|
5.21
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
(In thousands)
|
|
|
|
|
|
|
||||||
Net cash provided by operating activities
|
|
$
|
179,470
|
|
|
$
|
124,228
|
|
|
$
|
61,868
|
|
Net cash used in investing activities
|
|
(366,939
|
)
|
|
(306,916
|
)
|
|
(160,088
|
)
|
|||
Net cash provided by financing activities
|
|
191,661
|
|
|
174,499
|
|
|
87,444
|
|
|||
Net change in cash
|
|
$
|
4,192
|
|
|
$
|
(8,189
|
)
|
|
$
|
(10,776
|
)
|
|
Amount
(in millions)
|
||
Exploration, development drilling and completion costs
|
$
|
394.0
|
|
Pipeline and infrastructure expenditures
|
16.0
|
|
|
Leasehold acquisition and 2-D and 3-D seismic data
|
30.0
|
|
|
Total
|
$
|
440.0
|
|
•
|
incur indebtedness or grant liens on any of our assets;
|
•
|
enter into commodity hedging agreements;
|
•
|
declare or pay dividends, distributions or redemptions;
|
•
|
merge or consolidate;
|
•
|
make any loans or investments;
|
•
|
engage in transactions with affiliates; and
|
•
|
engage in certain asset dispositions, including a sale of all or substantially all of our assets.
|
•
|
failure to pay any principal or interest on the notes or any reimbursement obligation under any letter of credit when due or any fees or other amounts within certain grace periods;
|
•
|
failure to perform or otherwise comply with the covenants and obligations in the Credit Agreement or other loan documents, subject, in certain instances, to certain grace periods;
|
•
|
bankruptcy or insolvency events involving us or our subsidiaries; and
|
•
|
a change of control, as defined in the Credit Agreement.
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
|
Total
|
|
Less Than 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More Than 5 Years
|
||||||||||
(In thousands)
|
|
|
|
|
|
|
||||||||||||||
Contractual Obligations:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revolving credit borrowings and term loan, including letters of credit
(1)
|
|
$
|
200,300
|
|
|
$
|
250
|
|
|
$
|
200,050
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Office lease
|
|
7,589
|
|
|
812
|
|
|
1,684
|
|
|
1,764
|
|
|
3,329
|
|
|||||
Non-operated drilling commitments
(2)
|
|
5,666
|
|
|
5,666
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Drilling rig contracts
(3)
|
|
9,884
|
|
|
8,781
|
|
|
1,103
|
|
|
—
|
|
|
—
|
|
|||||
Asset retirement obligations
|
|
7,484
|
|
|
175
|
|
|
657
|
|
|
954
|
|
|
5,698
|
|
|||||
Natural gas processing and transportation agreement
(4)
|
|
10,718
|
|
|
4,731
|
|
|
4,792
|
|
|
1,195
|
|
|
—
|
|
|||||
Total contractual cash obligations
|
|
$
|
241,641
|
|
|
$
|
20,415
|
|
|
$
|
208,286
|
|
|
$
|
3,913
|
|
|
$
|
9,027
|
|
(1)
|
At
December 31, 2013
, we had
$200.0 million
in revolving borrowings outstanding under our Credit Agreement and approximately
$0.3 million
in outstanding letters of credit issued pursuant to the Credit Agreement. These borrowings mature in December 2016. These amounts do not include estimated interest on the obligations, because our revolving borrowings had short-term interest periods, and we are unable to determine what our borrowing costs may be in future periods.
|
(2)
|
At
December 31, 2013
, we had outstanding commitments to participate in the drilling and completion of various non-operated wells. Our working interests in these wells are typically small, and most of these wells were in progress at
December 31, 2013
. If all of these wells are drilled and completed, we will have minimum outstanding aggregate commitments for our participation in these wells of approximately
$5.7 million
at
December 31, 2013
, which we expect to incur within the next few months.
|
(3)
|
From time to time, we enter into contracts with third parties for drilling rigs. These contracts establish daily rates for the drilling rigs and the term of our commitments for the drilling services to be provided, which are typically for one year or less. Should we elect to terminate a contract and if the drilling contractor were unable to secure work for the contracted drilling rigs or if the drilling contractor were unable to secure work for the contracted drilling rigs at the same daily rates being charged to us prior to the end of their respective contract terms, we would incur termination obligations. Our maximum outstanding aggregate termination obligations under our drilling rig contracts were approximately
$9.9 million
at
December 31, 2013
.
|
(4)
|
Effective September 1, 2012, we entered into a firm five-year natural gas processing and transportation agreement for a significant portion of our operated natural gas production in South Texas. The undiscounted minimum commitments under this agreement total approximately
$10.7 million
at
December 31, 2013
.
|
Exhibit
Number
|
|
Description
|
|
|
|
2.1
|
|
Agreement and Plan of Merger, by and among Matador Resources Company (now known as MRC Energy Company), Matador Holdco, Inc. (now known as Matador Resources Company) and Matador Merger Co., dated August 8, 2011 (incorporated by reference to Exhibit 2.1 to our Registration Statement on Form S-1 filed on August 12, 2011).
|
|
|
|
3.1
|
|
Certificate of Merger between Matador Resources Company (now known as MRC Energy Company) and Matador Merger Co. (incorporated by reference to Exhibit 3.4 to our Registration Statement on Form S-1 filed on August 12, 2011).
|
|
|
|
3.2
|
|
Amended and Restated Certificate of Formation of Matador Resources Company (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on February 13, 2012).
|
|
|
|
3.3
|
|
Amended and Restated Bylaws of Matador Resources Company (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed on February 13, 2012).
|
|
|
|
4.1
|
|
Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Amendment No. 4 to our Registration Statement on Form S-1 filed on January 19, 2012).
|
|
|
|
10.1†
|
|
Employment Agreement between Matador Resources Company and Joseph Wm. Foran (incorporated by reference to Exhibit 10.3 to Amendment No. 1 to our Registration Statement on Form S-1 filed on November 14, 2011).
|
|
|
|
10.2†
|
|
Employment Agreement between Matador Resources Company and David E. Lancaster (incorporated by reference to Exhibit 10.4 to Amendment No. 1 to our Registration Statement on Form S-1 filed on November 14, 2011).
|
|
|
|
10.3†
|
|
Employment Agreement between Matador Resources Company and Matthew Hairford (incorporated by reference to Exhibit 10.5 to Amendment No. 1 to our Registration Statement on Form S-1 filed on November 14, 2011).
|
|
|
|
10.4†
|
|
Employment Agreement between Matador Resources Company and Bradley M. Robinson (incorporated by reference to Exhibit 10.6 to Amendment No. 1 to our Registration Statement on Form S-1 filed on November 14, 2011).
|
|
|
|
10.5†
|
|
Independent Contractor Agreement between Matador Resources Company and David F. Nicklin (incorporated by reference to Exhibit 10.7 to Amendment No. 1 to our Registration Statement on Form S-1 filed on November 14, 2011).
|
|
|
|
10.6†
|
|
First Amendment to the Employment Agreement between Matador Resources Company and Joseph Wm. Foran (incorporated by reference to Exhibit 10.8 to Amendment No. 1 to our Registration Statement on Form S-1 filed on November 14, 2011).
|
|
|
|
10.7†
|
|
First Amendment to the Employment Agreement between Matador Resources Company and David E. Lancaster (incorporated by reference to Exhibit 10.9 to Amendment No. 1 to our Registration Statement on Form S-1 filed on November 14, 2011).
|
|
|
|
10.8†
|
|
First Amendment to the Employment Agreement between Matador Resources Company and Matthew Hairford (incorporated by reference to Exhibit 10.10 to Amendment No. 1 to our Registration Statement on Form S-1 filed on November 14, 2011).
|
|
|
|
10.9†
|
|
First Amendment to the Employment Agreement between Matador Resources Company and Bradley M. Robinson (incorporated by reference to Exhibit 10.11 to Amendment No. 1 to our Registration Statement on Form S-1 filed on November 14, 2011).
|
|
|
|
10.10†
|
|
Second Amendment to the Employment Agreement between Matador Resources Company and Joseph Wm. Foran (incorporated by reference to Exhibit 10.12 to Amendment No. 2 to our Registration Statement on Form S-1 filed on December 30, 2011).
|
|
|
|
10.11†
|
|
Second Amendment to the Employment Agreement between Matador Resources Company and David E. Lancaster (incorporated by reference to Exhibit 10.13 to Amendment No. 2 to our Registration Statement on Form S-1 filed on December 30, 2011).
|
|
|
|
10.12†
|
|
Second Amendment to the Employment Agreement between Matador Resources Company and Matthew Hairford (incorporated by reference to Exhibit 10.14 to Amendment No. 2 to our Registration Statement on Form S-1 filed on December 30, 2011).
|
|
|
|
10.13†
|
|
Second Amendment to the Employment Agreement between Matador Resources Company and Bradley M. Robinson (incorporated by reference to Exhibit 10.15 to Amendment No. 2 to our Registration Statement on Form S-1 filed on December 30, 2011).
|
|
|
|
10.14†
|
|
First Amendment to the Independent Contractor Agreement between Matador Resources Company and David F. Nicklin (incorporated by reference to Exhibit 10.16 to Amendment No. 2 to our Registration Statement on Form S-1 filed on December 30, 2011).
|
|
|
|
10.15†
|
|
2012 Long-Term Incentive Plan of Matador Resources Company (incorporated by reference to Exhibit 10.17 to Amendment No. 2 to our Registration Statement on Form S-1 filed on December 30, 2011).
|
|
|
|
10.16†
|
|
First Amendment to the Matador Resources Company 2012 Long-Term Incentive Plan dated April 16, 2012 (incorporated by reference to Exhibit 10.11 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2012).
|
|
|
|
10.17†
|
|
Second Amendment to the Matador Resources Company 2012 Long-Term Incentive Plan dated March 8, 2013 (incorporated by reference to Exhibit 10.17 to the Annual Report on Form 10-K for the year ended December 31, 2012).
|
|
|
|
10.18†
|
|
Matador Resources Company Annual Incentive Plan for Management and Key Employees (incorporated by reference to Exhibit 10.18 to Amendment No. 2 to our Registration Statement on Form S-1 filed on December 30, 2011).
|
|
|
|
10.19†
|
|
Matador Resources Company (now known as MRC Energy Company) 2003 Stock and Incentive Plan, dated October 23, 2003 (incorporated by reference to Exhibit 10.15 to Amendment No. 1 to our Registration Statement on Form S-1 filed on November 14, 2011).
|
|
|
|
10.20†
|
|
First Amendment to Matador Resources Company (now known as MRC Energy Company) 2003 Stock and Incentive Plan, dated January 29, 2004 (incorporated by reference to Exhibit 10.16 to Amendment No. 1 to our Registration Statement on Form S-1 filed on November 14, 2011).
|
|
|
|
10.21†
|
|
Second Amendment to Matador Resources Company (now known as MRC Energy Company) 2003 Stock and Incentive Plan, dated February 3, 2005 (incorporated by reference to Exhibit 10.17 to Amendment No. 1 to our Registration Statement on Form S-1 filed on November 14, 2011).
|
|
|
|
10.22†
|
|
Third Amendment to Matador Resources Company (now known as MRC Energy Company) 2003 Stock and Incentive Plan, dated February 1, 2006 (incorporated by reference to Exhibit 10.18 to Amendment No. 1 to our Registration Statement on Form S-1 filed on November 14, 2011).
|
|
|
|
10.23†
|
|
Fourth Amendment to Matador Resources Company (now known as MRC Energy Company) 2003 Stock and Incentive Plan, dated May 1, 2006 (incorporated by reference to Exhibit 10.19 to Amendment No. 1 to our Registration Statement on Form S-1 filed on November 14, 2011).
|
|
|
|
10.24†
|
|
Fifth Amendment to Matador Resources Company (now known as MRC Energy Company) 2003 Stock and Incentive Plan, dated February 13, 2008 (incorporated by reference to Exhibit 10.20 to Amendment No. 1 to our Registration Statement on Form S-1 filed on November 14, 2011).
|
|
|
|
10.25†
|
|
Sixth Amendment to Matador Resources Company (now known as MRC Energy Company) 2003 Stock and Incentive Plan, dated August 5, 2008 (incorporated by reference to Exhibit 10.21 to Amendment No. 1 to our Registration Statement on Form S-1 filed on November 14, 2011).
|
|
|
|
10.26†
|
|
Seventh Amendment to Matador Resources Company (now known as MRC Energy Company) 2003 Stock and Incentive Plan, dated December 12, 2011 (incorporated by reference to Exhibit 10.26 to Amendment No. 2 to our Registration Statement on Form S-1 filed on December 30, 2011).
|
|
|
|
10.27†
|
|
Eighth Amendment to Matador Resources Company (now known as MRC Energy Company) 2003 Stock and Incentive Plan, dated March 8, 2013 (incorporated by reference to Exhibit 10.27 to the Annual Report on Form 10-K for the year ended December 31, 2012).
|
|
|
|
10.28†
|
|
Form of Indemnification Agreement between Matador Resources Company and each of the directors and executive officers thereof (incorporated by reference to Exhibit 10.22 to Amendment No. 1 to our Registration Statement on Form S-1 filed on November 14, 2011).
|
|
|
|
10.29
|
|
Participation Agreement, by and among MRC Rockies Company, Matador Resources Company (now known as MRC Energy Company), Matador Production Company, Roxanna Rocky Mountains, LLC, Roxanna Oil, Inc., Alliance Capital Real Estate, Inc. and AllianceBernstein L.P., dated at May 14, 2010 (incorporated by reference to Exhibit 10.23 to Amendment No. 1 to our Registration Statement on Form S-1 filed on November 14, 2011).
|
|
|
|
10.30
|
|
Amendment, dated as of September 11, 2012, to Participation Agreement dated May 14, 2010, by and among MRC Rockies Company, Matador Resources Company (now known as MRC Energy Company), Matador Production Company, Roxanna Rocky Mountains, LLC, Roxanna Oil, Inc., Alliance Capital Real Estate, Inc. and Kimmeridge Energy Exploration Fund, L.P. (successor in interest to AllianceBernstein L.P.) (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2012).
|
|
|
|
|
|
|
10.31
|
|
Purchase, Sale and Participation Agreement, by and between Matador Resources Company (now known as MRC Energy Company) and Orca ICI Development, JV, dated at May 16, 2011 (incorporated by reference to Exhibit 10.25 to Amendment No. 1 to our Registration Statement on Form S-1 filed on November 14, 2011).
|
|
|
|
10.32
|
|
First Amendment to Purchase Sale and Participation Agreement, dated as of June 12, 2013, by and between MRC Energy Company and Orca/ICI Development (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2013).
|
|
|
|
10.33†
|
|
Form of Non-Qualified Stock Option Agreement granted pursuant to the Matador Resources Company (now known as MRC Energy Company) 2003 Stock and Incentive Plan (incorporated by reference to Exhibit 10.36 to the Annual Report on Form 10-K for the year ended December 31, 2011).
|
|
|
|
10.34†
|
|
Form of Incentive Stock Option Agreement granted pursuant to the Matador Resources Company (now known as MRC Energy Company) 2003 Stock and Incentive Plan (incorporated by reference to Exhibit 10.37 to the Annual Report on Form 10-K for the year ended December 31, 2011).
|
|
|
|
10.35†
|
|
Form of Nonqualified Stock Option Agreement relating to the Matador Resources Company 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.38 to the Annual Report on Form 10-K for the year ended December 31, 2011).
|
|
|
|
10.36†
|
|
Form of Restricted Stock Unit Award Agreement relating to the Matador Resources Company 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.39 to the Annual Report on Form 10-K for the year ended December 31, 2011).
|
|
|
|
10.37†
|
|
Form of Restricted Stock Award Agreement relating to the Matador Resources Company 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.40 to the Annual Report on Form 10-K for the year ended December 31, 2011).
|
|
|
|
10.38†
|
|
Form of Nonqualified Stock Option Agreement relating to the Matador Resources Company 2012 Long-Term Incentive Plan for employees without employment agreements (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2012).
|
|
|
|
10.39†
|
|
Form of Restricted Stock Award Agreement relating to the Matador Resources Company 2012 Long-Term Incentive Plan for employees without employment agreements (incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2012).
|
|
|
|
10.40†
|
|
Form of Performance Restricted Stock and Restricted Stock Unit Award Agreement relating to the Matador Resources Company 2012 Long-Term Incentive Plan for employees without employment agreements (incorporated by reference to Exhibit 10.7 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2012).
|
|
|
|
10.41†
|
|
Form of Nonqualified Stock Option Agreement relating to the Matador Resources Company 2012 Long-Term Incentive Plan for employees with employment agreements (incorporated by reference to Exhibit 10.8 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2012).
|
|
|
|
10.42†
|
|
Form of Restricted Stock Award Agreement relating to the Matador Resources Company 2012 Long-Term Incentive Plan for employees with employment agreements (incorporated by reference to Exhibit 10.9 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2012).
|
|
|
|
10.43†
|
|
Form of Performance Restricted Stock and Restricted Stock Unit Award Agreement relating to the Matador Resources Company 2012 Long-Term Incentive Plan for employees with employment agreements (incorporated by reference to Exhibit 10.10 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2012).
|
|
|
|
10.44
|
|
Third Amended and Restated Credit Agreement, dated as of September 28, 2012, by and among MRC Energy Company, as Borrower, the Lending Entities from time to time parties thereto, as Lenders, and Royal Bank of Canada, as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on October 4, 2012).
|
|
|
|
10.45
|
|
Second Amended and Restated Pledge and Security Agreement, by and among MRC Energy Company, Longwood Gathering and Disposal Systems GP, Inc. and Royal Bank of Canada, as Administrative Agent, dated as of September 28, 2012 (incorporated by reference to Exhibit 10.49 to the Annual Report on Form 10-K for the year ended December 31, 2012).
|
|
|
|
|
|
MATADOR RESOURCES COMPANY
|
||
|
|
|
|
|
March 17, 2014
|
|
By:
|
|
/s/ Joseph Wm. Foran
|
|
|
|
|
Joseph Wm. Foran
|
|
|
|
|
Chairman and Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
||
/s/ Joseph Wm. Foran
|
|
Chairman and Chief Executive Officer (Principal Executive Officer)
|
|
March 17, 2014
|
Joseph Wm. Foran
|
|
|
|
|
|
|
|
||
/s/ David E. Lancaster
|
|
Executive Vice President,
Chief Operating Officer and
Chief Financial Officer
(Principal Financial Officer)
|
|
March 17, 2014
|
David E. Lancaster
|
|
|
|
|
|
|
|
||
/s/ Sandra K. Fendley
|
|
Vice President and Chief Accounting Officer (Principal Accounting Officer)
|
|
March 17, 2014
|
Sandra K. Fendley
|
|
|
|
|
|
|
|
||
/s/ Stephen A. Holditch
|
|
Director
|
|
March 17, 2014
|
Stephen A. Holditch
|
|
|
|
|
|
|
|
||
/s/ David M. Laney
|
|
Director
|
|
March 17, 2014
|
David M. Laney
|
|
|
|
|
|
|
|
||
/s/ Gregory E. Mitchell
|
|
Director
|
|
March 17, 2014
|
Gregory E. Mitchell
|
|
|
|
|
|
|
|
||
/s/ Steven W. Ohnimus
|
|
Director
|
|
March 17, 2014
|
Steven W. Ohnimus
|
|
|
|
|
|
|
|
||
/s/ Michael C. Ryan
|
|
Director
|
|
March 17, 2014
|
Michael C. Ryan
|
|
|
|
|
|
|
|
||
/s/ Carlos M. Sepulveda, Jr.
|
|
Director
|
|
March 17, 2014
|
Carlos M. Sepulveda, Jr.
|
|
|
|
|
|
|
|
|
|
/s/ Margaret B. Shannon
|
|
Director
|
|
March 17, 2014
|
Margaret B. Shannon
|
|
|
|
|
|
|
Consolidated Financial Statements
|
|
|
|
|
|
|
|
December 31,
|
||||||
|
|
2013
|
|
2012
|
||||
ASSETS
|
|
|
|
|
||||
Current assets
|
|
|
|
|
||||
Cash
|
|
$
|
6,287
|
|
|
$
|
2,095
|
|
Certificates of deposit
|
|
—
|
|
|
230
|
|
||
Accounts receivable
|
|
|
|
|
||||
Oil and natural gas revenues
|
|
25,823
|
|
|
24,422
|
|
||
Joint interest billings
|
|
4,785
|
|
|
4,118
|
|
||
Other
|
|
1,066
|
|
|
974
|
|
||
Derivative instruments
|
|
19
|
|
|
4,378
|
|
||
Deferred income taxes
|
|
1,636
|
|
|
—
|
|
||
Lease and well equipment inventory
|
|
785
|
|
|
877
|
|
||
Prepaid expenses
|
|
1,771
|
|
|
1,103
|
|
||
Total current assets
|
|
42,172
|
|
|
38,197
|
|
||
Property and equipment, at cost
|
|
|
|
|
||||
Oil and natural gas properties, full-cost method
|
|
|
|
|
||||
Evaluated
|
|
1,090,656
|
|
|
763,527
|
|
||
Unproved and unevaluated
|
|
194,306
|
|
|
149,675
|
|
||
Other property and equipment
|
|
29,910
|
|
|
27,258
|
|
||
Less accumulated depletion, depreciation and amortization
|
|
(468,995
|
)
|
|
(349,370
|
)
|
||
Net property and equipment
|
|
845,877
|
|
|
591,090
|
|
||
Other assets
|
|
|
|
|
||||
Derivative instruments
|
|
173
|
|
|
771
|
|
||
Deferred income taxes
|
|
—
|
|
|
411
|
|
||
Other assets
|
|
2,108
|
|
|
1,560
|
|
||
Total other assets
|
|
2,281
|
|
|
2,742
|
|
||
Total assets
|
|
$
|
890,330
|
|
|
$
|
632,029
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
||||
Current liabilities
|
|
|
|
|
||||
Accounts payable
|
|
$
|
25,358
|
|
|
$
|
28,120
|
|
Accrued liabilities
|
|
63,987
|
|
|
59,179
|
|
||
Royalties payable
|
|
7,798
|
|
|
6,541
|
|
||
Derivative instruments
|
|
2,692
|
|
|
670
|
|
||
Advances from joint interest owners
|
|
—
|
|
|
1,515
|
|
||
Deferred income taxes
|
|
—
|
|
|
411
|
|
||
Income taxes payable
|
|
404
|
|
|
—
|
|
||
Other current liabilities
|
|
88
|
|
|
56
|
|
||
Total current liabilities
|
|
100,327
|
|
|
96,492
|
|
||
Long-term liabilities
|
|
|
|
|
||||
Borrowings under Credit Agreement
|
|
200,000
|
|
|
150,000
|
|
||
Asset retirement obligations
|
|
7,309
|
|
|
5,109
|
|
||
Derivative instruments
|
|
253
|
|
|
—
|
|
||
Deferred income taxes
|
|
10,929
|
|
|
—
|
|
||
Other long-term liabilities
|
|
2,588
|
|
|
1,324
|
|
||
Total long-term liabilities
|
|
221,079
|
|
|
156,433
|
|
||
Commitments and contingencies (Note 13)
|
|
|
|
|
||||
Shareholders’ equity
|
|
|
|
|
||||
Common stock — Class A, $0.01 par value, 80,000,000 shares authorized; 66,958,867 and 56,778,718 shares issued; and 65,652,690, and 55,577,667 shares outstanding, respectively
|
|
670
|
|
|
568
|
|
||
Additional paid-in capital
|
|
548,935
|
|
|
404,311
|
|
||
Retained earnings (deficit)
|
|
30,084
|
|
|
(15,010
|
)
|
||
Treasury stock, at cost, 1,306,177 and 1,201,051 shares, respectively
|
|
(10,765
|
)
|
|
(10,765
|
)
|
||
Total shareholders’ equity
|
|
568,924
|
|
|
379,104
|
|
||
Total liabilities and shareholders’ equity
|
|
$
|
890,330
|
|
|
$
|
632,029
|
|
|
|
For the Years Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Revenues
|
|
|
|
|
|
|
||||||
Oil and natural gas revenues
|
|
$
|
269,030
|
|
|
$
|
155,998
|
|
|
$
|
67,000
|
|
Realized (loss) gain on derivatives
|
|
(909
|
)
|
|
13,960
|
|
|
7,106
|
|
|||
Unrealized (loss) gain on derivatives
|
|
(7,232
|
)
|
|
(4,802
|
)
|
|
5,138
|
|
|||
Total revenues
|
|
260,889
|
|
|
165,156
|
|
|
79,244
|
|
|||
Expenses
|
|
|
|
|
|
|
||||||
Production taxes and marketing
|
|
20,973
|
|
|
11,672
|
|
|
6,278
|
|
|||
Lease operating
|
|
38,720
|
|
|
28,184
|
|
|
7,244
|
|
|||
Depletion, depreciation and amortization
|
|
98,395
|
|
|
80,454
|
|
|
31,754
|
|
|||
Accretion of asset retirement obligations
|
|
348
|
|
|
256
|
|
|
209
|
|
|||
Full-cost ceiling impairment
|
|
21,229
|
|
|
63,475
|
|
|
35,673
|
|
|||
General and administrative
|
|
20,779
|
|
|
14,543
|
|
|
13,394
|
|
|||
Total expenses
|
|
200,444
|
|
|
198,584
|
|
|
94,552
|
|
|||
Operating income (loss)
|
|
60,445
|
|
|
(33,428
|
)
|
|
(15,308
|
)
|
|||
Other income (expense)
|
|
|
|
|
|
|
||||||
Net loss on asset sales and inventory impairment
|
|
(192
|
)
|
|
(485
|
)
|
|
(154
|
)
|
|||
Interest expense
|
|
(5,687
|
)
|
|
(1,002
|
)
|
|
(683
|
)
|
|||
Interest and other income
|
|
225
|
|
|
224
|
|
|
315
|
|
|||
Total other expense
|
|
(5,654
|
)
|
|
(1,263
|
)
|
|
(522
|
)
|
|||
Income (loss) before income taxes
|
|
54,791
|
|
|
(34,691
|
)
|
|
(15,830
|
)
|
|||
Income tax provision (benefit)
|
|
|
|
|
|
|
||||||
Current
|
|
404
|
|
|
—
|
|
|
(46
|
)
|
|||
Deferred
|
|
9,293
|
|
|
(1,430
|
)
|
|
(5,475
|
)
|
|||
Total income tax provision (benefit)
|
|
9,697
|
|
|
(1,430
|
)
|
|
(5,521
|
)
|
|||
Net income (loss)
|
|
$
|
45,094
|
|
|
$
|
(33,261
|
)
|
|
$
|
(10,309
|
)
|
Earnings (loss) per common share
|
|
|
|
|
|
|
||||||
Basic
|
|
|
|
|
|
|
||||||
Class A
|
|
$
|
0.77
|
|
|
$
|
(0.62
|
)
|
|
$
|
(0.25
|
)
|
Class B
|
|
$
|
—
|
|
|
$
|
(0.35
|
)
|
|
$
|
0.02
|
|
Diluted
|
|
|
|
|
|
|
||||||
Class A
|
|
$
|
0.77
|
|
|
$
|
(0.62
|
)
|
|
$
|
(0.25
|
)
|
Class B
|
|
$
|
—
|
|
|
$
|
(0.35
|
)
|
|
$
|
0.02
|
|
Weighted average common shares outstanding
|
|
|
|
|
|
|
||||||
Basic
|
|
|
|
|
|
|
||||||
Class A
|
|
58,777
|
|
|
53,852
|
|
|
41,687
|
|
|||
Class B
|
|
—
|
|
|
105
|
|
|
1,031
|
|
|||
Total
|
|
58,777
|
|
|
53,957
|
|
|
42,718
|
|
|||
Diluted
|
|
|
|
|
|
|
||||||
Class A
|
|
58,929
|
|
|
53,852
|
|
|
41,687
|
|
|||
Class B
|
|
—
|
|
|
105
|
|
|
1,031
|
|
|||
Total
|
|
58,929
|
|
|
53,957
|
|
|
42,718
|
|
|
|
Common Stock
|
|
Additional
paid-in
capital
|
|
Retained earnings (deficit
)
|
|
Treasury Stock
|
|
Total
|
|||||||||||||||||||||||
|
|
Class A
|
|
Class B
|
|
|
|
|
|||||||||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||
Balance at January 1, 2011
|
|
42,750
|
|
|
$
|
427
|
|
|
1,031
|
|
|
$
|
10
|
|
|
$
|
263,342
|
|
|
$
|
28,863
|
|
|
1,179
|
|
|
$
|
(10,765
|
)
|
|
$
|
281,877
|
|
Issuance of Class A common stock
|
|
54
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
591
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
592
|
|
||||||
Cost to issue equity
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,667
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,667
|
)
|
||||||
Issuance of Class A common stock to Board members and advisors
|
|
20
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
230
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
230
|
|
||||||
Stock options exercised
|
|
93
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1,022
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,023
|
|
||||||
Restricted stock vested
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44
|
|
||||||
Class B dividends declared
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(275
|
)
|
|
—
|
|
|
—
|
|
|
(275
|
)
|
||||||
Current period net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,309
|
)
|
|
—
|
|
|
—
|
|
|
(10,309
|
)
|
||||||
Balance at December 31, 2011
|
|
42,917
|
|
|
429
|
|
|
1,031
|
|
|
10
|
|
|
263,562
|
|
|
18,279
|
|
|
1,179
|
|
|
(10,765
|
)
|
|
271,515
|
|
||||||
Issuance of Class A common stock
|
|
12,209
|
|
|
122
|
|
|
—
|
|
|
—
|
|
|
146,388
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
146,510
|
|
||||||
Cost to issue equity
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,268
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,268
|
)
|
||||||
Conversion of Class B common stock to Class A common stock
|
|
1,031
|
|
|
10
|
|
|
(1,031
|
)
|
|
(10
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Issuance of Class A common stock to Board members and advisors
|
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
71
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
71
|
|
||||||
Stock options expense related to equity- based awards
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
432
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
432
|
|
||||||
Stock options exercised
|
|
296
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3,541
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,544
|
|
||||||
Liability-based stock option awards settled
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
216
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
216
|
|
||||||
Changes in fair value for liability-based awards for which grant date fair value is in excess of fair value
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
620
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
620
|
|
||||||
Restricted stock issued
|
|
319
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Restricted stock forfeited
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29
|
)
|
|
—
|
|
|
22
|
|
|
—
|
|
|
(29
|
)
|
||||||
Restricted stock and restricted stock units expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
758
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
758
|
|
||||||
Swing sale profit contribution
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24
|
|
||||||
Class B dividends declared
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28
|
)
|
|
—
|
|
|
—
|
|
|
(28
|
)
|
||||||
Current period net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33,261
|
)
|
|
—
|
|
|
—
|
|
|
(33,261
|
)
|
||||||
Balance at December 31, 2012
|
|
56,779
|
|
|
568
|
|
|
—
|
|
|
—
|
|
|
404,311
|
|
|
(15,010
|
)
|
|
1,201
|
|
|
(10,765
|
)
|
|
379,104
|
|
||||||
Issuance of common stock
|
|
9,780
|
|
|
98
|
|
|
—
|
|
|
—
|
|
|
148,971
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
149,069
|
|
||||||
Cost to issue equity
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,390
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,390
|
)
|
||||||
Common stock issued to Board advisors
|
|
22
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
57
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
57
|
|
||||||
Stock options expense related to equity-based awards
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,232
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,232
|
|
||||||
Liability-based stock option awards settled
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
162
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
162
|
|
||||||
Restricted stock issued
|
|
378
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Restricted stock forfeited
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22
|
)
|
|
—
|
|
|
105
|
|
|
—
|
|
|
(22
|
)
|
||||||
Restricted stock and restricted stock units expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,618
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,618
|
|
||||||
Current period net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
45,094
|
|
|
—
|
|
|
—
|
|
|
45,094
|
|
||||||
Balance at December 31, 2013
|
|
66,959
|
|
|
$
|
670
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
548,935
|
|
|
$
|
30,084
|
|
|
1,306
|
|
|
$
|
(10,765
|
)
|
|
$
|
568,924
|
|
|
|
For the Years Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Operating activities
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
45,094
|
|
|
$
|
(33,261
|
)
|
|
$
|
(10,309
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities
|
|
|
|
|
|
|
||||||
Unrealized loss (gain) on derivatives
|
|
7,232
|
|
|
4,802
|
|
|
(5,138
|
)
|
|||
Depletion, depreciation and amortization
|
|
98,395
|
|
|
80,454
|
|
|
31,754
|
|
|||
Accretion of asset retirement obligations
|
|
348
|
|
|
256
|
|
|
209
|
|
|||
Full-cost ceiling impairment
|
|
21,229
|
|
|
63,475
|
|
|
35,673
|
|
|||
Stock-based compensation expense
|
|
3,897
|
|
|
140
|
|
|
2,406
|
|
|||
Deferred income tax provision (benefit)
|
|
9,293
|
|
|
(1,430
|
)
|
|
(5,475
|
)
|
|||
Loss on asset sales and inventory impairment
|
|
192
|
|
|
485
|
|
|
154
|
|
|||
Changes in operating assets and liabilities
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
(2,160
|
)
|
|
(16,342
|
)
|
|
(1,523
|
)
|
|||
Lease and well equipment inventory
|
|
243
|
|
|
50
|
|
|
21
|
|
|||
Prepaid expenses
|
|
(668
|
)
|
|
50
|
|
|
650
|
|
|||
Other assets
|
|
(548
|
)
|
|
(673
|
)
|
|
(814
|
)
|
|||
Accounts payable, accrued liabilities and other current liabilities
|
|
(3,638
|
)
|
|
19,740
|
|
|
13,497
|
|
|||
Royalties payable
|
|
1,257
|
|
|
4,685
|
|
|
873
|
|
|||
Advances from joint interest owners
|
|
(1,515
|
)
|
|
1,515
|
|
|
(723
|
)
|
|||
Income taxes payable
|
|
404
|
|
|
—
|
|
|
—
|
|
|||
Other long-term liabilities
|
|
415
|
|
|
282
|
|
|
613
|
|
|||
Net cash provided by operating activities
|
|
179,470
|
|
|
124,228
|
|
|
61,868
|
|
|||
Investing activities
|
|
|
|
|
|
|
||||||
Oil and natural gas properties capital expenditures
|
|
(363,192
|
)
|
|
(300,689
|
)
|
|
(156,431
|
)
|
|||
Expenditures for other property and equipment
|
|
(3,977
|
)
|
|
(7,332
|
)
|
|
(4,671
|
)
|
|||
Purchases of certificates of deposit
|
|
(61
|
)
|
|
(496
|
)
|
|
(4,298
|
)
|
|||
Maturities of certificates of deposit
|
|
291
|
|
|
1,601
|
|
|
5,312
|
|
|||
Net cash used in investing activities
|
|
(366,939
|
)
|
|
(306,916
|
)
|
|
(160,088
|
)
|
|||
Financing activities
|
|
|
|
|
|
|
||||||
Repayments of borrowings under Credit Agreement
|
|
(130,000
|
)
|
|
(123,000
|
)
|
|
(103,000
|
)
|
|||
Borrowings under Credit Agreement
|
|
180,000
|
|
|
160,000
|
|
|
191,000
|
|
|||
Proceeds from issuance of common stock
|
|
149,069
|
|
|
146,510
|
|
|
592
|
|
|||
Swing sale profit contribution
|
|
—
|
|
|
24
|
|
|
—
|
|
|||
Cost to issue equity
|
|
(7,390
|
)
|
|
(11,599
|
)
|
|
(1,710
|
)
|
|||
Proceeds from stock options exercised
|
|
—
|
|
|
2,660
|
|
|
837
|
|
|||
Taxes paid related to net share settlement of stock-based compensation
|
|
(18
|
)
|
|
—
|
|
|
—
|
|
|||
Payment of dividends — Class B
|
|
—
|
|
|
(96
|
)
|
|
(275
|
)
|
|||
Net cash provided by financing activities
|
|
191,661
|
|
|
174,499
|
|
|
87,444
|
|
|||
Increase (decrease) in cash
|
|
4,192
|
|
|
(8,189
|
)
|
|
(10,776
|
)
|
|||
Cash at beginning of year
|
|
2,095
|
|
|
10,284
|
|
|
21,060
|
|
|||
Cash at end of year
|
|
$
|
6,287
|
|
|
$
|
2,095
|
|
|
$
|
10,284
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Net income (loss) — numerator
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
45,094
|
|
|
$
|
(33,261
|
)
|
|
$
|
(10,309
|
)
|
Less dividends to Class B shareholders — distributed earnings
|
|
—
|
|
|
(28
|
)
|
|
(275
|
)
|
|||
Undistributed earnings (loss)
|
|
$
|
45,094
|
|
|
$
|
(33,289
|
)
|
|
$
|
(10,584
|
)
|
Weighted average common shares outstanding — denominator
|
|
|
|
|
|
|
||||||
Basic
|
|
|
|
|
|
|
||||||
Class A
|
|
58,777
|
|
|
53,852
|
|
|
41,687
|
|
|||
Class B
|
|
—
|
|
|
105
|
|
|
1,031
|
|
|||
Total
|
|
58,777
|
|
|
53,957
|
|
|
42,718
|
|
|||
Diluted
|
|
|
|
|
|
|
||||||
Class A
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding for basic earnings (loss) per share
|
|
58,777
|
|
|
53,852
|
|
|
41,687
|
|
|||
Dilutive effect of options and restricted stock units
|
|
152
|
|
|
—
|
|
|
—
|
|
|||
Class A weighted average common shares outstanding — diluted
|
|
58,929
|
|
|
53,852
|
|
|
41,687
|
|
|||
Class B
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding — no associated dilutive shares
|
|
—
|
|
|
105
|
|
|
1,031
|
|
|||
Total diluted weighted average common shares outstanding
|
|
58,929
|
|
|
53,957
|
|
|
42,718
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Earnings (loss) per common share
|
|
|
|
|
|
|
||||||
Basic
|
|
|
|
|
|
|
||||||
Class A
|
|
|
|
|
|
|
||||||
Distributed earnings
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Undistributed earnings (loss)
|
|
$
|
0.77
|
|
|
$
|
(0.62
|
)
|
|
$
|
(0.25
|
)
|
Total
|
|
$
|
0.77
|
|
|
$
|
(0.62
|
)
|
|
$
|
(0.25
|
)
|
Class B
|
|
|
|
|
|
|
||||||
Distributed earnings
|
|
$
|
—
|
|
|
$
|
0.27
|
|
|
$
|
0.27
|
|
Undistributed earnings (loss)
|
|
$
|
—
|
|
|
$
|
(0.62
|
)
|
|
$
|
(0.25
|
)
|
Total
|
|
$
|
—
|
|
|
$
|
(0.35
|
)
|
|
$
|
0.02
|
|
Diluted
|
|
|
|
|
|
|
||||||
Class A
|
|
|
|
|
|
|
||||||
Distributed earnings
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Undistributed earnings (loss)
|
|
$
|
0.77
|
|
|
$
|
(0.62
|
)
|
|
$
|
(0.25
|
)
|
Total
|
|
$
|
0.77
|
|
|
$
|
(0.62
|
)
|
|
$
|
(0.25
|
)
|
Class B
|
|
|
|
|
|
|
||||||
Distributed earnings
|
|
$
|
—
|
|
|
$
|
0.27
|
|
|
$
|
0.27
|
|
Undistributed earnings (loss)
|
|
$
|
—
|
|
|
$
|
(0.62
|
)
|
|
$
|
(0.25
|
)
|
Total
|
|
$
|
—
|
|
|
$
|
(0.35
|
)
|
|
$
|
0.02
|
|
|
|
December 31,
|
||||||
|
|
2013
|
|
2012
|
||||
Oil and natural gas properties
|
|
|
|
|
||||
Evaluated (subject to amortization)
|
|
$
|
1,090,656
|
|
|
$
|
763,527
|
|
Unproved and unevaluated (not subject to amortization)
|
|
|
|
|
||||
Incurred in 2013
|
|
82,628
|
|
|
—
|
|
||
Incurred in 2012
|
|
23,341
|
|
|
36,488
|
|
||
Incurred in 2011
|
|
10,982
|
|
|
24,138
|
|
||
Incurred in 2010 and prior
|
|
77,355
|
|
|
89,049
|
|
||
Total unproved and unevaluated
|
|
194,306
|
|
|
149,675
|
|
||
Total oil and natural gas properties
|
|
1,284,962
|
|
|
913,202
|
|
||
Accumulated depletion
|
|
(463,091
|
)
|
|
(344,609
|
)
|
||
Net oil and natural gas properties
|
|
821,871
|
|
|
568,593
|
|
||
Other property and equipment
|
|
|
|
|
||||
Computer equipment
|
|
1,044
|
|
|
834
|
|
||
Furniture
|
|
1,057
|
|
|
793
|
|
||
Software
|
|
1,456
|
|
|
1,355
|
|
||
Other equipment
|
|
252
|
|
|
196
|
|
||
Leasehold improvements
|
|
991
|
|
|
644
|
|
||
Support equipment and facilities
|
|
25,110
|
|
|
23,436
|
|
||
Total other property and equipment
|
|
29,910
|
|
|
27,258
|
|
||
Accumulated depreciation
|
|
(5,904
|
)
|
|
(4,761
|
)
|
||
Net other property and equipment
|
|
24,006
|
|
|
22,497
|
|
||
Net property and equipment
|
|
$
|
845,877
|
|
|
$
|
591,090
|
|
Description
|
|
2013
|
|
2012
|
|
2011
|
|
2010 and
prior |
|
Total
|
||||||||||
Costs incurred for
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Property acquisition
|
|
$
|
66,582
|
|
|
$
|
22,944
|
|
|
$
|
9,050
|
|
|
$
|
77,355
|
|
|
$
|
175,931
|
|
Exploration wells
|
|
12,901
|
|
|
247
|
|
|
1,932
|
|
|
—
|
|
|
15,080
|
|
|||||
Development wells
|
|
3,145
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,145
|
|
|||||
Capitalized interest
|
|
—
|
|
|
150
|
|
|
—
|
|
|
—
|
|
|
150
|
|
|||||
Total
|
|
$
|
82,628
|
|
|
$
|
23,341
|
|
|
$
|
10,982
|
|
|
$
|
77,355
|
|
|
$
|
194,306
|
|
|
|
Year Ended December 31,
|
||||||
|
|
2013
|
|
2012
|
||||
Beginning asset retirement obligations
|
|
$
|
5,769
|
|
|
$
|
4,270
|
|
Liabilities incurred during period
|
|
936
|
|
|
1,243
|
|
||
Liabilities settled during period
|
|
(103
|
)
|
|
—
|
|
||
Revisions in estimated cash flows
|
|
534
|
|
|
—
|
|
||
Accretion expense
|
|
348
|
|
|
256
|
|
||
Ending asset retirement obligations
|
|
7,484
|
|
|
5,769
|
|
||
Less: current asset retirement obligations
(1)
|
|
(175
|
)
|
|
(660
|
)
|
||
Long-term asset retirement obligations
|
|
$
|
7,309
|
|
|
$
|
5,109
|
|
(1)
|
Included in accrued liabilities in the Company’s consolidated balance sheet at December 31, 2013 and 2012.
|
•
|
incur indebtedness or grant liens on any of the Company's assets;
|
•
|
enter into commodity hedging agreements;
|
•
|
declare or pay dividends, distributions or redemptions;
|
•
|
merge or consolidate;
|
•
|
make any loans or investments;
|
•
|
engage in transactions with affiliates; and
|
•
|
engage in certain asset dispositions, including a sale of all or substantially all of the Company's assets.
|
•
|
failure to pay any principal or interest on the notes or any reimbursement obligation under any letter of credit when due or any fees or other amounts within certain grace periods;
|
•
|
failure to perform or otherwise comply with the covenants and obligations in the Credit Agreement or other loan documents, subject, in certain instances, to certain grace periods;
|
•
|
bankruptcy or insolvency events involving the Company or its subsidiaries; and
|
•
|
a change of control, as defined in the Credit Agreement.
|
|
|
December 31,
|
||||||
|
|
2013
|
|
2012
|
||||
Current deferred tax assets
|
|
|
|
|
||||
Property and equipment
|
|
$
|
62
|
|
|
$
|
233
|
|
Unrealized loss on derivatives
|
|
965
|
|
|
—
|
|
||
Other
|
|
609
|
|
|
869
|
|
||
Total current deferred tax assets
|
|
1,636
|
|
|
1,102
|
|
||
Valuation allowance on current deferred tax assets
|
|
—
|
|
|
(202
|
)
|
||
Total current deferred tax assets, net of valuation allowance
|
|
1,636
|
|
|
900
|
|
||
Current deferred tax liabilities
|
|
|
|
|
||||
Unrealized gain on derivatives
|
|
—
|
|
|
(1,311
|
)
|
||
Net current deferred tax assets (liabilities)
|
|
$
|
1,636
|
|
|
$
|
(411
|
)
|
Non-current deferred tax assets
|
|
|
|
|
||||
Unrealized loss on derivatives
|
|
$
|
28
|
|
|
$
|
—
|
|
Net operating loss carryforwards
|
|
63,007
|
|
|
44,654
|
|
||
Alternative minimum tax carryforward
|
|
7,064
|
|
|
6,660
|
|
||
Total non-current deferred tax assets
|
|
70,099
|
|
|
51,314
|
|
||
Valuation allowance on non-current deferred tax assets
|
|
(30
|
)
|
|
(10,058
|
)
|
||
Total non-current deferred tax assets, net of valuation allowance
|
|
70,069
|
|
|
41,256
|
|
||
Non-current deferred tax liabilities
|
|
|
|
|
||||
Unrealized gain on derivatives
|
|
—
|
|
|
(262
|
)
|
||
Property and equipment
|
|
(76,719
|
)
|
|
(36,363
|
)
|
||
Other
|
|
(4,279
|
)
|
|
(4,220
|
)
|
||
Total non-current deferred tax liabilities
|
|
(80,998
|
)
|
|
(40,845
|
)
|
||
Net non-current deferred tax (liabilities) assets
|
|
$
|
(10,929
|
)
|
|
$
|
411
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Current income tax provision (benefit)
|
|
|
|
|
|
|
||||||
State income tax
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(46
|
)
|
Federal alternative minimum tax
|
|
404
|
|
|
—
|
|
|
—
|
|
|||
Net current income tax provision (benefit)
|
|
404
|
|
|
—
|
|
|
(46
|
)
|
|||
Deferred income tax provision (benefit)
|
|
|
|
|
|
|
||||||
Federal tax expense at statutory rate
(1)
|
|
19,177
|
|
|
(11,767
|
)
|
|
(5,319
|
)
|
|||
Statutory depletion carryforward
|
|
—
|
|
|
—
|
|
|
231
|
|
|||
State income tax
|
|
431
|
|
|
(819
|
)
|
|
(435
|
)
|
|||
Nondeductible expense
|
|
—
|
|
|
(122
|
)
|
|
48
|
|
|||
Permanent differences
(2)
|
|
319
|
|
|
1,018
|
|
|
—
|
|
|||
Federal alternative minimum tax
|
|
(404
|
)
|
|
—
|
|
|
—
|
|
|||
Change in federal valuation allowance
|
|
(8,885
|
)
|
|
10,260
|
|
|
—
|
|
|||
Change in state valuation allowance
|
|
(1,345
|
)
|
|
—
|
|
|
—
|
|
|||
Net deferred income tax provision (benefit)
|
|
9,293
|
|
|
(1,430
|
)
|
|
(5,475
|
)
|
|||
Total income tax provision (benefit)
|
|
$
|
9,697
|
|
|
$
|
(1,430
|
)
|
|
$
|
(5,521
|
)
|
(1)
|
The statutory federal tax rate was
35%
for the year ended December 31, 2013 and
34%
for the years ended December 31, 2012 and 2011.
|
(2)
|
Amount is primarily attributable to stock-based compensation.
|
|
|
2013
|
|
2012
|
|
2011
|
Stock option pricing model
|
|
Black Scholes Merton
|
|
Black Scholes Merton
|
|
Black Scholes Merton
|
Expected option life
|
|
2.44 years
|
|
0.89 years
|
|
1.04 years
|
Risk-free interest rate
|
|
0.69%
|
|
0.25%
|
|
0.37%
|
Volatility
|
|
51.51%
|
|
54.28%
|
|
61.41%
|
Dividend yield
|
|
—%
|
|
—%
|
|
—%
|
Estimated forfeiture rate
|
|
0.79%
|
|
0.70%
|
|
1.04%
|
|
|
2013
|
|
2012
|
Stock option pricing model
|
|
Black Scholes Merton
|
|
Black Scholes Merton
|
Expected option life
|
|
4.0 years
|
|
4.4 years
|
Risk-free interest rate
|
|
0.69%
|
|
0.71%
|
Volatility
|
|
58.65%
|
|
71.16%
|
Dividend yield
|
|
—%
|
|
—%
|
Estimated forfeiture rate
|
|
6.37%
|
|
5.46%
|
Weighted average fair value of stock option awards granted during the year
|
|
$3.91
|
|
$5.95
|
|
|
Number of
options
|
|
Weighted
average
exercise price
|
|||
Options outstanding at December 31, 2012
|
|
1,067
|
|
|
$
|
10.19
|
|
Options granted
|
|
874
|
|
|
8.78
|
|
|
Options exercised
|
|
(5
|
)
|
|
7.77
|
|
|
Options forfeited
|
|
(59
|
)
|
|
9.86
|
|
|
Options expired
|
|
(449
|
)
|
|
10.30
|
|
|
Options outstanding at December 31, 2013
|
|
1,428
|
|
|
$
|
9.32
|
|
|
|
Options outstanding at
December 31, 2013
|
|
Options exercisable at
December 31, 2013
|
||||||||||||
Range of exercise prices
|
|
Shares
outstanding
|
|
Weighted
average
remaining
contractual
life
|
|
Weighted
average
exercise
price
|
|
Shares
exercisable
|
|
Weighted
average
exercise
price
|
||||||
$7.50 - $10.00
|
|
938
|
|
|
4.30 years
|
|
$
|
8.33
|
|
|
79
|
|
|
$
|
8.90
|
|
$10.39 - $13.03
|
|
451
|
|
|
3.50 years
|
|
$
|
10.56
|
|
|
15
|
|
|
$
|
11.00
|
|
$17.80 - $19.05
|
|
39
|
|
|
4.89 years
|
|
$
|
18.73
|
|
|
—
|
|
|
$
|
—
|
|
|
|
Restricted Stock
|
|
Restricted Stock Units
|
||||||||||||||||||||||||
|
|
Service Based
|
|
Performance Based
|
|
Service Based
|
|
Performance Based
|
||||||||||||||||||||
Non-vested restricted stock and
restricted stock units
|
|
Shares
|
|
Weighted
average
fair
value
|
|
Shares
|
|
Weighted
average
fair
value
(1)
|
|
Shares
|
|
Weighted
average
fair
value
|
|
Shares
|
|
Weighted
average
fair
value
(1)
|
||||||||||||
Non-vested at
December 31, 2012
|
|
182
|
|
|
$
|
9.72
|
|
|
110
|
|
|
$
|
13.24
|
|
|
52
|
|
|
$
|
10.00
|
|
|
110
|
|
|
$
|
—
|
|
Granted
|
|
378
|
|
|
9.07
|
|
|
—
|
|
|
—
|
|
|
51
|
|
|
11.31
|
|
|
—
|
|
|
—
|
|
||||
Vested
|
|
(1
|
)
|
|
8.43
|
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
|
10.00
|
|
|
—
|
|
|
—
|
|
||||
Forfeited
|
|
(95
|
)
|
|
8.57
|
|
|
(10
|
)
|
|
13.24
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
||||
Non-vested at
December 31, 2013
|
|
464
|
|
|
$
|
9.43
|
|
|
100
|
|
|
$
|
13.24
|
|
|
86
|
|
|
$
|
10.79
|
|
|
100
|
|
|
$
|
—
|
|
(1)
|
The fair value of these restricted stock units is reflected in the fair value of the performance based restricted stock, which was estimated based on the most likely outcome of the award as determined by the Monte Carlo method.
|
|
|
|
|
Notional Quantity (Bbl/month)
|
|
Price Floor ($/Bbl)
|
|
Price Ceiling ($/Bbl)
|
|
Fair Value of Asset (Liability) (thousands)
|
|||||||
|
|
|
|
|
|
|
|||||||||||
Commodity
|
|
Calculation Period
|
|
|
|
|
|||||||||||
Oil
|
|
01/01/2014 - 06/30/2014
|
|
8,000
|
|
|
$
|
90.00
|
|
|
$
|
114.00
|
|
|
$
|
44
|
|
Oil
|
|
01/01/2014 - 06/30/2014
|
|
12,000
|
|
|
90.00
|
|
|
115.50
|
|
|
67
|
|
|||
Oil
|
|
01/01/2014 - 12/31/2014
|
|
15,000
|
|
|
85.00
|
|
|
97.50
|
|
|
(309
|
)
|
|||
Oil
|
|
01/01/2014 - 12/31/2014
|
|
30,000
|
|
|
85.00
|
|
|
98.00
|
|
|
(560
|
)
|
|||
Oil
|
|
01/01/2014 - 12/31/2014
|
|
12,000
|
|
|
85.00
|
|
|
100.00
|
|
|
(90
|
)
|
|||
Oil
|
|
01/01/2014 - 12/31/2014
|
|
12,200
|
|
|
85.00
|
|
|
100.40
|
|
|
(70
|
)
|
|||
Oil
|
|
01/01/2014 - 12/31/2014
|
|
10,000
|
|
|
85.00
|
|
|
100.55
|
|
|
(52
|
)
|
|||
Oil
|
|
01/01/2014 - 12/31/2014
|
|
15,000
|
|
|
87.00
|
|
|
97.00
|
|
|
(294
|
)
|
|||
Oil
|
|
01/01/2014 - 12/31/2014
|
|
20,000
|
|
|
88.00
|
|
|
95.60
|
|
|
(536
|
)
|
|||
Oil
|
|
01/01/2014 - 12/31/2014
|
|
20,000
|
|
|
90.00
|
|
|
97.00
|
|
|
(253
|
)
|
|||
Oil
|
|
01/01/2014 - 12/31/2014
|
|
12,000
|
|
|
90.00
|
|
|
97.90
|
|
|
(80
|
)
|
|||
Oil
|
|
01/01/2014 - 12/31/2014
|
|
15,000
|
|
|
90.00
|
|
|
97.90
|
|
|
(98
|
)
|
|||
Oil
|
|
01/01/2014 - 12/31/2014
|
|
15,000
|
|
|
90.00
|
|
|
98.00
|
|
|
(101
|
)
|
|||
Oil
|
|
01/01/2014 - 12/31/2014
|
|
15,000
|
|
|
90.00
|
|
|
101.15
|
|
|
132
|
|
|||
Total open oil costless collar contracts
|
|
|
|
|
|
|
|
(2,200
|
)
|
|
|
|
|
Notional Quantity (MMBtu/month)
|
|
Price Floor ($/MMBtu)
|
|
Price Ceiling ($/MMBtu)
|
|
Fair Value of Asset (Liability) (thousands)
|
||||
|
|
|
|
|
|
|
||||||||
Commodity
|
|
Calculation Period
|
|
|
|
|
||||||||
Natural Gas
|
|
01/01/2014 - 12/31/2014
|
|
100,000
|
|
|
3.00
|
|
|
5.15
|
|
|
(60
|
)
|
Natural Gas
|
|
01/01/2014 - 12/31/2014
|
|
100,000
|
|
|
3.25
|
|
|
5.21
|
|
|
(34
|
)
|
Natural Gas
|
|
01/01/2014 - 12/31/2014
|
|
100,000
|
|
|
3.25
|
|
|
5.22
|
|
|
(34
|
)
|
Natural Gas
|
|
01/01/2014 - 12/31/2014
|
|
100,000
|
|
|
3.25
|
|
|
5.37
|
|
|
(22
|
)
|
Natural Gas
|
|
01/01/2014 - 12/31/2014
|
|
100,000
|
|
|
3.25
|
|
|
5.42
|
|
|
(18
|
)
|
Natural Gas
|
|
01/01/2014 - 12/31/2014
|
|
100,000
|
|
|
3.50
|
|
|
4.90
|
|
|
(37
|
)
|
Natural Gas
|
|
01/01/2014 - 12/31/2014
|
|
100,000
|
|
|
3.75
|
|
|
4.77
|
|
|
3
|
|
Natural Gas
|
|
01/01/2014 - 12/31/2015
|
|
100,000
|
|
|
3.75
|
|
|
4.36
|
|
|
(237
|
)
|
Natural Gas
|
|
01/01/2014 - 12/31/2015
|
|
100,000
|
|
|
3.75
|
|
|
4.45
|
|
|
(158
|
)
|
Natural Gas
|
|
01/01/2014 - 12/31/2015
|
|
100,000
|
|
|
3.75
|
|
|
4.60
|
|
|
(24
|
)
|
Natural Gas
|
|
04/01/2014 - 12/31/2014
|
|
100,000
|
|
|
3.75
|
|
|
4.75
|
|
|
6
|
|
Natural Gas
|
|
01/01/2015 - 03/31/2015
|
|
200,000
|
|
|
4.00
|
|
|
4.84
|
|
|
(3
|
)
|
Natural Gas
|
|
01/01/2015 - 12/31/2015
|
|
100,000
|
|
|
3.75
|
|
|
4.65
|
|
|
(9
|
)
|
Natural Gas
|
|
01/01/2015 - 12/31/2015
|
|
200,000
|
|
|
3.75
|
|
|
5.04
|
|
|
182
|
|
Total open natural gas costless collar contracts
|
|
|
|
|
|
|
|
(445
|
)
|
|
|
|
|
Notional Quantity (Gal/month)
|
|
Fixed Price ($/Gal)
|
|
Fair Value of Asset (Liability) (thousands)
|
||||
|
|
|
|
|
|
|||||||
Commodity
|
|
Calculation Period
|
|
|
|
|||||||
Propane
|
|
01/01/2014 - 12/31/2014
|
|
116,000
|
|
|
0.950
|
|
|
(247
|
)
|
|
Propane
|
|
01/01/2014 - 12/31/2014
|
|
84,000
|
|
|
1.143
|
|
|
32
|
|
|
Propane
|
|
01/01/2014 - 12/31/2014
|
|
68,000
|
|
|
1.150
|
|
|
32
|
|
|
Propane
|
|
01/01/2014 - 12/31/2014
|
|
116,000
|
|
|
1.003
|
|
|
(150
|
)
|
|
Propane
|
|
01/01/2014 - 12/31/2014
|
|
60,000
|
|
|
1.015
|
|
|
(69
|
)
|
|
Propane
|
|
01/01/2015 - 12/31/2015
|
|
150,000
|
|
|
1.000
|
|
|
(58
|
)
|
|
Propane
|
|
01/01/2015 - 12/31/2015
|
|
68,000
|
|
|
1.073
|
|
|
33
|
|
|
Normal Butane
|
|
01/01/2014 - 12/31/2014
|
|
17,500
|
|
|
1.540
|
|
|
47
|
|
|
Normal Butane
|
|
01/01/2014 - 12/31/2014
|
|
45,500
|
|
|
1.550
|
|
|
122
|
|
|
Isobutane
|
|
01/01/2014 - 12/31/2014
|
|
22,000
|
|
|
1.640
|
|
|
78
|
|
|
Isobutane
|
|
01/01/2014 - 12/31/2014
|
|
37,000
|
|
|
1.640
|
|
|
140
|
|
|
Natural Gasoline
|
|
01/01/2014 - 12/31/2014
|
|
30,000
|
|
|
1.970
|
|
|
(35
|
)
|
|
Natural Gasoline
|
|
01/01/2014 - 12/31/2014
|
|
41,000
|
|
|
2.000
|
|
|
(33
|
)
|
|
Total open NGL swap contracts
|
|
|
|
|
|
|
|
(108
|
)
|
|||
Total open derivative financial instruments
|
|
|
|
|
|
|
|
$
|
(2,753
|
)
|
Derivative Instruments
|
Gross
amounts of
recognized
assets
|
|
Gross amounts
netted in the
consolidated
balance sheet
|
|
Net amounts of
assets
presented in the
consolidated
balance sheet
|
|
Amounts subject to master netting arrangements presented on a gross basis
|
||||||||
Counterparty A
|
|
|
|
|
|
|
|
||||||||
Current assets
|
$
|
1,746
|
|
|
$
|
(1,746
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Other assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Counterparty B
|
|
|
|
|
|
|
|
||||||||
Current assets
|
1,371
|
|
|
(1,371
|
)
|
|
—
|
|
|
—
|
|
||||
Other assets
|
841
|
|
|
(668
|
)
|
|
173
|
|
|
—
|
|
||||
Counterparty C
|
|
|
|
|
|
|
|
||||||||
Current assets
|
2,886
|
|
|
(2,873
|
)
|
|
13
|
|
|
—
|
|
||||
Other assets
|
1,046
|
|
|
(1,046
|
)
|
|
—
|
|
|
—
|
|
||||
Counterparty D
|
|
|
|
|
|
|
|
||||||||
Current assets
|
6
|
|
|
—
|
|
|
6
|
|
|
—
|
|
||||
Other assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
7,896
|
|
|
$
|
(7,704
|
)
|
|
$
|
192
|
|
|
$
|
—
|
|
Derivative Instruments
|
Gross
amounts of
recognized
liabilities
|
|
Gross amounts
netted in the
consolidated
balance sheet
|
|
Net amounts of
liabilities
presented in the
consolidated
balance sheet
|
|
Amounts subject to master netting arrangements presented on a gross basis
|
||||||||
Counterparty A
|
|
|
|
|
|
|
|
||||||||
Current liabilities
|
$
|
2,550
|
|
|
$
|
(1,746
|
)
|
|
$
|
804
|
|
|
$
|
—
|
|
Long-term liabilities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Counterparty B
|
|
|
|
|
|
|
|
||||||||
Current liabilities
|
2,136
|
|
|
(1,371
|
)
|
|
765
|
|
|
—
|
|
||||
Long-term liabilities
|
668
|
|
|
(668
|
)
|
|
—
|
|
|
—
|
|
||||
Counterparty C
|
|
|
|
|
|
|
|
||||||||
Current liabilities
|
3,996
|
|
|
(2,873
|
)
|
|
1,123
|
|
|
—
|
|
||||
Long-term liabilities
|
1,299
|
|
|
(1,046
|
)
|
|
253
|
|
|
—
|
|
||||
Counterparty D
|
|
|
|
|
|
|
|
||||||||
Current liabilities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Long-term liabilities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
10,649
|
|
|
$
|
(7,704
|
)
|
|
$
|
2,945
|
|
|
$
|
—
|
|
Derivative Instruments
|
Gross
amounts of
recognized
assets
|
|
Gross amounts
netted in the
consolidated
balance sheet
|
|
Net amounts of
assets
presented in the
consolidated
balance sheet
|
|
Amounts subject to master netting arrangements presented on a gross basis
|
||||||||
Counterparty A
|
|
|
|
|
|
|
|
||||||||
Current assets
|
$
|
6,445
|
|
|
$
|
(2,373
|
)
|
|
$
|
4,072
|
|
|
$
|
—
|
|
Other assets
|
1,096
|
|
|
(370
|
)
|
|
726
|
|
|
—
|
|
||||
Counterparty B
|
|
|
|
|
|
|
|
||||||||
Current assets
|
530
|
|
|
(224
|
)
|
|
306
|
|
|
82
|
|
||||
Other assets
|
384
|
|
|
(339
|
)
|
|
45
|
|
|
—
|
|
||||
Total
|
$
|
8,455
|
|
|
$
|
(3,306
|
)
|
|
$
|
5,149
|
|
|
$
|
82
|
|
Derivative Instruments
|
Gross
amounts of
recognized
liabilities
|
|
Gross amounts
netted in the
consolidated
balance sheet
|
|
Net amounts of
liabilities
presented in the
consolidated
balance sheet
|
|
Amounts subject to master netting arrangements presented on a gross basis
|
||||||||
Counterparty A
|
|
|
|
|
|
|
|
||||||||
Current liabilities
|
$
|
2,373
|
|
|
$
|
(2,373
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Long-term liabilities
|
370
|
|
|
(370
|
)
|
|
—
|
|
|
—
|
|
||||
Counterparty B
|
|
|
|
|
|
|
|
||||||||
Current liabilities
|
894
|
|
|
(224
|
)
|
|
670
|
|
|
82
|
|
||||
Long-term liabilities
|
339
|
|
|
(339
|
)
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
3,976
|
|
|
$
|
(3,306
|
)
|
|
$
|
670
|
|
|
$
|
82
|
|
|
|
Location in
|
|
Year Ended December 31,
|
||||||||||
Type of Instrument
|
Statement of Operations
|
2013
|
|
2012
|
|
2011
|
||||||||
Derivative Instrument
|
|
|
|
|
|
|
|
|
||||||
Oil
|
|
Revenues: Realized (loss) gain on derivatives
|
|
$
|
(2,408
|
)
|
|
$
|
2,047
|
|
|
$
|
—
|
|
Natural Gas
|
|
Revenues: Realized gain on derivatives
|
|
831
|
|
|
11,892
|
|
|
7,106
|
|
|||
NGL
|
|
Revenues: Realized gain on derivatives
|
|
668
|
|
|
21
|
|
|
—
|
|
|||
Realized (loss) gain on derivatives
|
|
|
|
(909
|
)
|
|
13,960
|
|
|
7,106
|
|
|||
Oil
|
|
Revenues: Unrealized (loss) gain on derivatives
|
|
(5,319
|
)
|
|
3,673
|
|
|
(554
|
)
|
|||
Natural Gas
|
|
Revenues: Unrealized (loss) gain on derivatives
|
|
(1,580
|
)
|
|
(8,700
|
)
|
|
5,692
|
|
|||
NGL
|
|
Revenues: Unrealized (loss) gain on derivatives
|
|
(333
|
)
|
|
225
|
|
|
—
|
|
|||
Unrealized (loss) gain on derivatives
|
|
|
|
(7,232
|
)
|
|
(4,802
|
)
|
|
5,138
|
|
|||
Total
|
|
|
|
$
|
(8,141
|
)
|
|
$
|
9,158
|
|
|
$
|
12,244
|
|
Level 1
|
|
Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Active markets are considered to be those in which transactions for the assets or liabilities occur in sufficient frequency and volume to provide pricing information on an ongoing basis.
|
|
|
|
Level 2
|
|
Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability. This category includes those derivative instruments that are valued using observable market data. Substantially all of these inputs are observable in the marketplace throughout the full term of the derivative instrument, and can be derived from observable data or supported by observable levels at which transactions are executed in the marketplace.
|
|
|
|
Level 3
|
|
Unobservable inputs that are not corroborated by market data. This category is comprised of financial and non-financial assets and liabilities whose fair value is estimated based on internally developed models or methodologies using significant inputs that are generally less readily observable from objective sources.
|
|
|
Fair Value Measurements at
December 31, 2013 using |
||||||||||||||
Description
|
|
|||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|||||||||
Assets (Liabilities)
|
|
|
|
|
|
|
|
|
||||||||
Oil, natural gas and NGL derivatives
|
|
$
|
—
|
|
|
$
|
192
|
|
|
$
|
—
|
|
|
$
|
192
|
|
Oil, natural gas and NGL derivatives
|
|
—
|
|
|
(2,945
|
)
|
|
—
|
|
|
(2,945
|
)
|
||||
Total
|
|
$
|
—
|
|
|
$
|
(2,753
|
)
|
|
$
|
—
|
|
|
$
|
(2,753
|
)
|
|
|
Fair Value Measurements at
December 31, 2012 using
|
||||||||||||||
Description
|
|
|||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|||||||||
Assets (Liabilities)
|
|
|
|
|
|
|
|
|
||||||||
Certificates of deposit
|
|
$
|
—
|
|
|
$
|
230
|
|
|
$
|
—
|
|
|
$
|
230
|
|
Oil, natural gas and NGL derivatives
|
|
—
|
|
|
5,149
|
|
|
—
|
|
|
5,149
|
|
||||
Oil, natural gas and NGL derivatives
|
|
—
|
|
|
(670
|
)
|
|
—
|
|
|
(670
|
)
|
||||
Total
|
|
$
|
—
|
|
|
$
|
4,709
|
|
|
$
|
—
|
|
|
$
|
4,709
|
|
|
|
Fair Value Measurements at
December 31, 2013 using |
||||||||||||||
Description
|
|
|||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|||||||||
Assets (Liabilities)
|
|
|
|
|
|
|
|
|
||||||||
Asset retirement obligations
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,470
|
)
|
|
$
|
(1,470
|
)
|
Total
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,470
|
)
|
|
$
|
(1,470
|
)
|
|
|
Fair Value Measurements at
December 31, 2012 using |
||||||||||||||
Description
|
|
|||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|||||||||
Assets (Liabilities)
|
|
|
|
|
|
|
|
|
||||||||
Asset retirement obligations
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,243
|
)
|
|
$
|
(1,243
|
)
|
Lease and well equipment inventory
|
|
—
|
|
|
—
|
|
|
34
|
|
|
34
|
|
||||
Total
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,209
|
)
|
|
$
|
(1,209
|
)
|
Year Ending December 31,
|
|
Amount
|
||
2014
|
|
$
|
812
|
|
2015
|
|
831
|
|
|
2016
|
|
852
|
|
|
2017
|
|
872
|
|
|
2018
|
|
893
|
|
|
Thereafter
|
|
3,329
|
|
|
Total
|
|
$
|
7,589
|
|
|
|
|
||
Year Ending December 31,
|
|
Amount
|
||
2014
|
|
$
|
4,731
|
|
2015
|
|
2,992
|
|
|
2016
|
|
1,800
|
|
|
2017
|
|
1,195
|
|
|
Total
|
|
$
|
10,718
|
|
|
|
December 31,
|
||||||
|
|
2013
|
|
2012
|
||||
Accrued evaluated and unproved and unevaluated property costs
|
|
$
|
52,605
|
|
|
$
|
45,592
|
|
Accrued support equipment and facilities costs
|
|
—
|
|
|
1,382
|
|
||
Accrued stock-based compensation
|
|
56
|
|
|
65
|
|
||
Accrued lease operating expenses
|
|
6,251
|
|
|
5,218
|
|
||
Accrued interest on borrowings under Credit Agreement
|
|
141
|
|
|
255
|
|
||
Accrued asset retirement obligations
|
|
175
|
|
|
660
|
|
||
Accrued partners’ share of joint interest charges
|
|
1,173
|
|
|
3,597
|
|
||
Other
|
|
3,586
|
|
|
2,410
|
|
||
Total accrued liabilities
|
|
$
|
63,987
|
|
|
$
|
59,179
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Cash paid for interest expense, net of amounts capitalized
|
|
$
|
5,801
|
|
|
$
|
780
|
|
|
$
|
634
|
|
Asset retirement obligations related to mineral properties
|
|
1,363
|
|
|
1,195
|
|
|
488
|
|
|||
Asset retirement obligations related to support equipment and facilities
|
|
3
|
|
|
49
|
|
|
12
|
|
|||
Increase in liabilities for oil and natural gas properties capital expenditures
|
|
7,548
|
|
|
24,847
|
|
|
1,864
|
|
|||
Increase in liabilities for support equipment and facilities
|
|
660
|
|
|
1,112
|
|
|
175
|
|
|||
Issuance of restricted stock units for Board and advisor services
|
|
274
|
|
|
73
|
|
|
—
|
|
|||
Issuance of common stock for Board and advisor services
|
|
57
|
|
|
71
|
|
|
230
|
|
|||
(Decrease) increase in liabilities for accrued cost to issue equity
|
|
—
|
|
|
(332
|
)
|
|
(27
|
)
|
|||
Stock-based compensation expense recognized as liability
|
|
1,012
|
|
|
(1,092
|
)
|
|
2,102
|
|
|||
Transfer of inventory to oil and natural gas properties
|
|
343
|
|
|
69
|
|
|
96
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Property acquisition costs
|
|
|
|
|
|
|
||||||
Proved
|
|
$
|
176
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Unproved and unevaluated
|
|
64,305
|
|
|
28,672
|
|
|
41,497
|
|
|||
Exploration costs
|
|
99,104
|
|
|
115,084
|
|
|
108,662
|
|
|||
Development costs
|
|
209,956
|
|
|
190,891
|
|
|
12,511
|
|
|||
Total costs incurred
|
|
$
|
373,451
|
|
|
$
|
334,647
|
|
|
$
|
162,670
|
|
|
|
Net Proved Reserves
|
|||||||
|
|
Oil
|
|
Gas
|
|
Oil
Equivalent
|
|||
|
|
(MBbl)
|
|
(MMcf)
|
|
(MBOE)
|
|||
Total at December 31, 2010
|
|
152
|
|
|
127,412
|
|
|
21,387
|
|
Revisions of prior estimates
|
|
51
|
|
|
(646
|
)
|
|
(57
|
)
|
Extensions and discoveries
|
|
3,745
|
|
|
58,164
|
|
|
13,439
|
|
Production
|
|
(154
|
)
|
|
(14,512
|
)
|
|
(2,573
|
)
|
Total at December 31, 2011
|
|
3,794
|
|
|
170,418
|
|
|
32,196
|
|
Revisions of prior estimates
|
|
(782
|
)
|
|
(103,375
|
)
|
|
(18,010
|
)
|
Extensions and discoveries
|
|
8,687
|
|
|
25,443
|
|
|
12,927
|
|
Production
|
|
(1,214
|
)
|
|
(12,479
|
)
|
|
(3,294
|
)
|
Total at December 31, 2012
|
|
10,485
|
|
|
80,007
|
|
|
23,819
|
|
Revisions of prior estimates
|
|
(199
|
)
|
|
78,812
|
|
|
12,936
|
|
Purchases of minerals in-place
|
|
—
|
|
|
170
|
|
|
28
|
|
Extensions and discoveries
|
|
8,209
|
|
|
66,121
|
|
|
19,231
|
|
Production
|
|
(2,133
|
)
|
|
(12,915
|
)
|
|
(4,285
|
)
|
Total at December 31, 2013
|
|
16,362
|
|
|
212,195
|
|
|
51,729
|
|
Proved Developed Reserves
|
|
|
|
|
|
|
|||
December 31, 2010
|
|
152
|
|
|
43,143
|
|
|
7,342
|
|
December 31, 2011
|
|
1,419
|
|
|
56,547
|
|
|
10,843
|
|
December 31, 2012
|
|
4,764
|
|
|
54,040
|
|
|
13,771
|
|
December 31, 2013
|
|
8,258
|
|
|
53,458
|
|
|
17,168
|
|
Proved Undeveloped Reserves
|
|
|
|
|
|
|
|||
December 31, 2010
|
|
—
|
|
|
84,269
|
|
|
14,045
|
|
December 31, 2011
|
|
2,375
|
|
|
113,871
|
|
|
21,353
|
|
December 31, 2012
|
|
5,721
|
|
|
25,967
|
|
|
10,048
|
|
December 31, 2013
|
|
8,104
|
|
|
158,737
|
|
|
34,561
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Future cash inflows
|
|
$
|
2,316,626
|
|
|
$
|
1,273,882
|
|
|
$
|
924,796
|
|
Future production costs
|
|
(666,450
|
)
|
|
(325,413
|
)
|
|
(194,538
|
)
|
|||
Future development costs
|
|
(507,923
|
)
|
|
(244,283
|
)
|
|
(235,469
|
)
|
|||
Future income tax expense
|
|
(181,041
|
)
|
|
(77,821
|
)
|
|
(83,840
|
)
|
|||
Future net cash flows
|
|
961,212
|
|
|
626,365
|
|
|
410,949
|
|
|||
10% annual discount for estimated timing of cash flows
|
|
(382,544
|
)
|
|
(231,729
|
)
|
|
(195,476
|
)
|
|||
Standardized measure of discounted future net cash flows
|
|
$
|
578,668
|
|
|
$
|
394,636
|
|
|
$
|
215,473
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Balance, beginning of period
|
|
$
|
394,636
|
|
|
$
|
215,473
|
|
|
$
|
111,077
|
|
Net change in sales and transfer prices and in production (lifting) costs related to future production
|
|
(97,511
|
)
|
|
(60,892
|
)
|
|
53,903
|
|
|||
Changes in estimated future development costs
|
|
(233,232
|
)
|
|
16,937
|
|
|
(64,958
|
)
|
|||
Sales and transfers of oil and natural gas produced during the period
|
|
(209,338
|
)
|
|
(116,142
|
)
|
|
(53,478
|
)
|
|||
Purchases of reserves
|
|
176
|
|
|
—
|
|
|
—
|
|
|||
Net change due to extensions and discoveries
|
|
386,696
|
|
|
358,159
|
|
|
182,282
|
|
|||
Net change due to revisions in estimates of reserves quantities
|
|
260,148
|
|
|
(56,850
|
)
|
|
(653
|
)
|
|||
Previously estimated development costs incurred during the period
|
|
106,348
|
|
|
9,750
|
|
|
1,023
|
|
|||
Accretion of discount
|
|
36,184
|
|
|
24,873
|
|
|
11,987
|
|
|||
Other
|
|
(371
|
)
|
|
(290
|
)
|
|
(1,335
|
)
|
|||
Net change in income taxes
|
|
(65,068
|
)
|
|
3,618
|
|
|
(24,375
|
)
|
|||
Standardized measure of discounted future net cash flows
|
|
$
|
578,668
|
|
|
$
|
394,636
|
|
|
$
|
215,473
|
|
|
|
December 31
|
|
September 30
|
|
June 30
|
|
March 31
|
||||||||
2013
|
|
|
|
|
|
|
|
|
||||||||
Oil and natural gas revenues
|
|
$
|
69,664
|
|
|
$
|
81,868
|
|
|
$
|
58,179
|
|
|
$
|
59,319
|
|
Realized (loss) gain on derivatives
|
|
(390
|
)
|
|
(1,165
|
)
|
|
254
|
|
|
392
|
|
||||
Unrealized (loss) gain on derivatives
|
|
(606
|
)
|
|
(9,327
|
)
|
|
7,526
|
|
|
(4,825
|
)
|
||||
Expenses
|
|
45,513
|
|
|
46,736
|
|
|
39,054
|
|
|
69,141
|
|
||||
Other expense
|
|
724
|
|
|
1,972
|
|
|
1,754
|
|
|
1,204
|
|
||||
Income (loss) before income taxes
|
|
22,431
|
|
|
22,668
|
|
|
25,151
|
|
|
(15,459
|
)
|
||||
Income tax provision (benefit)
|
|
7,056
|
|
|
2,563
|
|
|
32
|
|
|
46
|
|
||||
Net income (loss)
|
|
$
|
15,375
|
|
|
$
|
20,105
|
|
|
$
|
25,119
|
|
|
$
|
(15,505
|
)
|
Earnings (loss) per common share
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
|
|
|
|
|
|
|
||||||||
Class A
|
|
$
|
0.23
|
|
|
$
|
0.35
|
|
|
$
|
0.45
|
|
|
$
|
(0.28
|
)
|
Class B
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Diluted
|
|
|
|
|
|
|
|
|
||||||||
Class A
|
|
$
|
0.23
|
|
|
$
|
0.35
|
|
|
$
|
0.45
|
|
|
$
|
(0.28
|
)
|
Class B
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
December 31
|
|
September 30
|
|
June 30
|
|
March 31
|
||||||||
2012
|
|
|
|
|
|
|
|
|
||||||||
Oil and natural gas revenues
|
|
$
|
52,748
|
|
|
$
|
38,008
|
|
|
$
|
36,078
|
|
|
$
|
29,164
|
|
Realized gain on derivatives
|
|
2,813
|
|
|
3,371
|
|
|
4,713
|
|
|
3,063
|
|
||||
Unrealized (loss) gain on derivatives
|
|
(3,653
|
)
|
|
(12,993
|
)
|
|
15,114
|
|
|
(3,270
|
)
|
||||
Expenses
|
|
72,377
|
|
|
38,087
|
|
|
66,263
|
|
|
21,857
|
|
||||
Other expense
|
|
907
|
|
|
89
|
|
|
31
|
|
|
235
|
|
||||
(Loss) income before income taxes
|
|
(21,376
|
)
|
|
(9,790
|
)
|
|
(10,389
|
)
|
|
6,865
|
|
||||
Income tax (benefit) provision
|
|
(188
|
)
|
|
(593
|
)
|
|
(3,713
|
)
|
|
3,064
|
|
||||
Net (loss) income
|
|
$
|
(21,188
|
)
|
|
$
|
(9,197
|
)
|
|
$
|
(6,676
|
)
|
|
$
|
3,801
|
|
Earnings (loss) per common share
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
|
|
|
|
|
|
|
||||||||
Class A
|
|
$
|
(0.38
|
)
|
|
$
|
(0.17
|
)
|
|
$
|
(0.12
|
)
|
|
$
|
0.08
|
|
Class B
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.15
|
|
Diluted
|
|
|
|
|
|
|
|
|
||||||||
Class A
|
|
$
|
(0.38
|
)
|
|
$
|
(0.17
|
)
|
|
$
|
(0.12
|
)
|
|
$
|
0.08
|
|
Class B
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.15
|
|
BORROWER:
|
|
||
|
|
|
|
MRC ENERGY COMPANY,
|
|
||
as Borrower
|
|
||
|
|
|
|
By:
|
|
/s/ David E. Lancaster
|
|
Name:
|
|
David E. Lancaster
|
|
Title:
|
|
Executive Vice President
|
|
ROYAL BANK OF CANADA,
|
|
||
as Administrative Agent
|
|
||
|
|
|
|
By:
|
|
/s/ Rodica Dutka
|
|
Name:
|
|
Rodica Dutka
|
|
Title:
|
|
Manager, Agency
|
|
ROYAL BANK OF CANADA,
|
|
||
as a Lender and as an Issuing Lender
|
|
||
|
|
|
|
By:
|
|
/s/ Kristan Spivey
|
|
Name:
|
|
Kristan Spivey
|
|
Title:
|
|
Authorized Signatory
|
|
CITIBANK, N.A.,
|
|
||
as a Lender
|
|
||
|
|
|
|
By:
|
|
/s/ Ryan Watson
|
|
Name:
|
|
Ryan Watson
|
|
Title:
|
|
Senior Vice President
|
|
COMERICA BANK,
|
|
||
as a Lender and as an Issuing Lender
|
|
||
|
|
|
|
By:
|
|
/s/ Brandon M. White
|
|
Name:
|
|
Brandon M. White
|
|
Title:
|
|
Assistant Vice President
|
|
SUNTRUST BANK,
|
|
||
as a Lender
|
|
||
|
|
|
|
By:
|
|
/s/ Yann Pino
|
|
Name:
|
|
Yann Pino
|
|
Title:
|
|
Director
|
|
THE BANK OF NOVA SCOTIA,
|
|
||
as a Lender
|
|
||
|
|
|
|
By:
|
|
/s/ Mark Sparrow
|
|
Name:
|
|
Mark Sparrow
|
|
Title:
|
|
Director
|
|
BMO Harris Financing, Inc.,
|
|
||
as a Lender
|
|
||
|
|
|
|
By:
|
|
/s/ James V. Ducote
|
|
Name:
|
|
James V. Ducote
|
|
Title:
|
|
Managing Director
|
|
WELLS FARGO BANK, N.A.,
|
|
||
as a Lender
|
|
||
|
|
|
|
By:
|
|
/s/ Tom K. Martin
|
|
Name:
|
|
Tom K. Martin
|
|
Title:
|
|
Director
|
|
IBERIABANK,
|
|
||
as a Lender
|
|
||
|
|
|
|
By:
|
|
/s/ Moni Collins
|
|
Name:
|
|
Moni Collins
|
|
Title:
|
|
Vice President
|
|
CAPITAL ONE, N.A.,
|
|
||
as Departing Lender
|
|
||
|
|
|
|
By:
|
|
/s/ Christopher Kuna
|
|
Name:
|
|
Christopher Kuna
|
|
Title:
|
|
Vice President
|
|
Basis for Pricing
|
Level I
|
Level II
|
Level III
|
Level IV
|
Level V
|
Level VI
|
Level VII
|
Borrowing Base Utilization*
|
< 25%
|
≥ 25% but
< 50%
|
≥ 50% but
< 75%
|
≥ 75% but
< 90%
|
≥ 90% but
< 100%
|
>
100% but < 110%
|
>
110%
|
Revolving Credit Eurodollar Margin
|
150
|
175
|
200
|
225
|
250
|
300
|
375
|
Revolving Credit Base Rate Margin
|
50
|
75
|
100
|
125
|
150
|
200
|
275
|
Commitment Fees
|
37.5
|
37.5
|
50
|
50
|
50
|
50
|
50
|
Letter of Credit Fees (exclusive of fronting fees)
|
150
|
175
|
200
|
225
|
250
|
300
|
375
|
*
|
Definitions as set forth in the Credit Agreement.
|
LENDERS
|
REVOLVING CREDIT
ALLOCATIONS
|
REVOLVING CREDIT
PERCENTAGE
|
Royal Bank of Canada
|
$66,000,000.00
|
17.14%
|
Comerica Bank
|
$53,000,000.00
|
13.77%
|
Citibank, N.A.
|
$53,000,000.00
|
13.77%
|
The Bank of Nova Scotia
|
$53,000,000.00
|
13.77%
|
Suntrust Bank
|
$53,000,000.00
|
13.77%
|
BMO Harris Financing, Inc.
|
$53,000,000.00
|
13.77%
|
Wells Fargo Bank, N.A.
|
$35,000,000.00
|
9.09%
|
IBERIABANK
|
$19,000,000.00
|
4.94%
|
TOTALS
|
$385,000,000.00
|
100.00%
|
GUARANTORS
:
|
|
||
|
|
|
|
MRC PERMIAN COMPANY
|
|
||
|
|
||
|
|
|
|
By:
|
|
|
|
Name:
|
|
David E. Lancaster
|
|
Title:
|
|
Executive Vice President
|
|
MRC ROCKIES COMPANY
|
|
||
|
|
||
|
|
|
|
By:
|
|
|
|
Name:
|
|
David E. Lancaster
|
|
Title:
|
|
Executive Vice President
|
|
MATADOR PRODUCTION COMPANY
|
|
||
|
|
||
|
|
|
|
By:
|
|
|
|
Name:
|
|
David E. Lancaster
|
|
Title:
|
|
Executive Vice President
|
|
LONGWOOD GATHERING AND DISPOSAL SYSTEMS GP, INC.
|
|
||
|
|
||
|
|
|
|
By:
|
|
|
|
Name:
|
|
David E. Lancaster
|
|
Title:
|
|
Executive Vice President
|
|
LONGWOOD GATHERING AND DISPOSAL SYSTEMS, LP
|
|
||
|
|
||
|
|
|
|
By:
|
|
Longwood Gathering and Disposal Systems GP, Inc., its General Partner
|
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
Name:
|
|
David E. Lancaster
|
|
Title:
|
|
Executive Vice President
|
|
MATADOR RESOURCES COMPANY
|
|
||
|
|
||
|
|
|
|
By:
|
|
|
|
Name:
|
|
David E. Lancaster
|
|
Title:
|
|
Executive Vice President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MATADOR RESOURCES COMPANY
|
|
||
|
|
||
|
|
|
|
By:
|
|
|
|
|
|
Joseph Wm. Foran
|
|
|
|
Chairman of the Board and Chief Executive Officer
|
|
Address for Notice:
|
|
||
|
|
||
One Lincoln Centre
|
|
||
5400 LBJ Freeway, Suite 1500
|
|
||
Dallas, TX 75240
|
|
||
Attention: Board of Directors
|
|
||
|
|
|
|
EMPLOYEE:
|
|
||
|
|
||
|
|
|
|
|
|
|
|
[__________], individually
|
|
||
|
|
|
|
|
|
|
|
Address for Notice:
|
|
||
|
|
||
_____________________________________
|
|
||
_____________________________________
|
|
||
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AGREED TO BY:
|
|
|
|
|
||||
|
|
|
|
|||||
|
|
|
|
|
|
|
||
[EMPLOYEE]
|
|
|
|
Date
|
|
|
||
|
|
|
|
STATE OF TEXAS
|
|
|
|
|
|
|
|
|
|
|
|||
COUNTY OF
|
|
|
|
|
|
|
|
|
Notary Public in and for the State of Texas
|
|
|
|
MATADOR RESOURCES COMPANY
|
||
|
|
|
By:
|
|
|
Title:
|
|
|
|
|
|
Date:
|
|
|
|
|
|
|
||
STATE OF TEXAS
|
||
|
|
|
COUNTY OF
|
|
|
|
|
Notary Public in and for the State of Texas
|
|
|
|
|
|
|
Name
|
|
Jurisdiction
|
|
|
|
MRC Energy Company
|
|
Texas
|
|
|
|
Matador Production Company
|
|
Texas
|
|
|
|
Longwood Gathering and Disposal Systems GP, Inc.
|
|
Texas
|
|
|
|
Longwood Gathering and Disposal Systems, LP
|
|
Texas
|
|
|
|
MRC Permian Company
|
|
Texas
|
|
|
|
MRC Rockies Company
|
|
Texas
|
|
|
Exhibit 23.2
|
|
|
|
NETHERLAND, SEWELL & ASSOCIATES, INC.
|
||
|
|
|
By:
|
|
/s/ C.H. (Scott) Rees III
|
|
|
C.H. (Scott) Rees III, P.E.
|
|
|
Chairman and Chief Executive Officer
|
March 17, 2014
|
|
/s/ Joseph Wm. Foran
|
|
|
Joseph Wm. Foran
|
|
|
Chairman and Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
March 17, 2014
|
|
/s/ David E. Lancaster
|
|
|
David E. Lancaster
Executive Vice President, Chief Operating Officer and Chief
Financial Officer
(Principal Financial Officer)
|
March 17, 2014
|
|
/s/ Joseph Wm. Foran
|
|
|
Joseph Wm. Foran
|
|
|
Chairman and Chief Executive Officer
(Principal Executive Officer)
|
March 17, 2014
|
|
/s/ David E. Lancaster
|
|
|
David E. Lancaster
|
|
|
Executive Vice President, Chief Operating Officer and Chief
Financial Officer
(Principal Financial Officer)
|
|
|
Net Reserves
|
|
Future Net Revenue (M$)
|
||||
|
|
Oil
|
|
Gas
|
|
|
|
Present Worth
|
Category
|
|
(MBBL)
|
|
(MMCF)
|
|
Total
|
|
at 10%
|
|
|
|
|
|
|
|
|
|
Proved Developed Producing
|
|
7,855
|
|
50,986
|
|
637,662
|
|
444,481
|
Proved Developed Non-Producing
|
|
403
|
|
2,472
|
|
29,476
|
|
20,619
|
Proved Undeveloped
|
|
8,104
|
|
158,738
|
|
475,114
|
|
190,085
|
|
|
|
|
|
|
|
|
|
Total Proved
|
|
16,362
|
|
212,195
|
|
1,142,252
|
|
655,184
|