Delaware
|
45-3007926
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
15 W. Sixth Street
|
Suite 900
|
|
Tulsa
|
Oklahoma
|
74119
|
(Address of principal executive offices)
|
(Zip code)
|
Title of each class
|
Trading symbol
|
Name of each exchange on which registered
|
Common stock, $0.01 par value
|
LPI
|
New York Stock Exchange
|
Large accelerated filer
|
☒
|
Accelerated filer
|
☐
|
|
|
|
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☐
|
|
|
|
|
Emerging growth company
|
☐
|
|
|
|
Page
|
•
|
the volatility of oil, NGL and natural gas prices, including in our area of operation in the Permian Basin;
|
•
|
our ability to discover, estimate, develop and replace oil, NGL and natural gas reserves and inventory;
|
•
|
changes in domestic and global production, supply and demand for oil, NGL and natural gas;
|
•
|
revisions to our reserve estimates as a result of changes in commodity prices, decline curves and other uncertainties;
|
•
|
the long-term performance of wells that were completed using different technologies;
|
•
|
the ongoing instability and uncertainty in the United States and international financial and consumer markets that could adversely affect the liquidity available to us and our customers and the demand for commodities, including oil, NGL and natural gas;
|
•
|
the potential impact of tighter spacing of our wells on production of oil, NGL and natural gas from our wells;
|
•
|
capital requirements for our operations and projects;
|
•
|
impacts of impairment write-downs on our financial statements;
|
•
|
the availability and costs of drilling and production equipment, supplies, labor and oil and natural gas processing and other services;
|
•
|
the availability and costs of sufficient pipeline and transportation facilities and gathering and processing capacity;
|
•
|
our ability to maintain the borrowing capacity under our Fifth Amended and Restated Senior Secured Credit Facility (as amended, the "Senior Secured Credit Facility") or access other means of obtaining capital and liquidity, especially during periods of sustained low commodity prices;
|
•
|
our ability to successfully identify and consummate strategic acquisitions, including the pending Acquisition (as defined below), at purchase prices that are accretive to our financial results and to successfully integrate acquired businesses, assets and properties;
|
•
|
our ability to generate sufficient cash to service our indebtedness, fund our capital requirements and generate future profits;
|
•
|
restrictions contained in our debt agreements, including our Senior Secured Credit Facility and the indentures governing our senior unsecured notes, as well as debt that could be incurred in the future;
|
•
|
our ability to recruit and retain the qualified personnel necessary to operate our business;
|
•
|
the potentially insufficient refining capacity in the United States Gulf Coast to refine all of the light sweet crude oil being produced in the United States, which could result in widening price discounts to world crude prices and potential shut-in of production due to lack of sufficient markets;
|
•
|
risks related to the geographic concentration of our assets;
|
•
|
our ability to hedge and regulations that affect our ability to hedge;
|
•
|
changes in the regulatory environment and changes in United States or international legal, tax, political, administrative or economic conditions, including regulations that prohibit or restrict our ability to apply hydraulic fracturing to our oil and natural gas wells and to access and dispose of water used in these operations;
|
•
|
legislation or regulations that prohibit or restrict our ability to drill new allocation wells;
|
•
|
our ability to execute our strategies;
|
•
|
competition in the oil and natural gas industry;
|
•
|
drilling and operating risks, including risks related to hydraulic fracturing activities; and
|
•
|
our ability to comply with federal, state and local regulatory requirements.
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Assets
|
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
31,693
|
|
|
$
|
45,151
|
|
Accounts receivable, net
|
|
82,369
|
|
|
94,321
|
|
||
Derivatives
|
|
97,844
|
|
|
39,835
|
|
||
Other current assets
|
|
12,826
|
|
|
13,445
|
|
||
Total current assets
|
|
224,732
|
|
|
192,752
|
|
||
Property and equipment:
|
|
|
|
|
|
|||
Oil and natural gas properties, full cost method:
|
|
|
|
|
|
|||
Evaluated properties
|
|
7,186,899
|
|
|
6,752,631
|
|
||
Unevaluated properties not being depleted
|
|
65,408
|
|
|
130,957
|
|
||
Less accumulated depletion and impairment
|
|
(5,438,308
|
)
|
|
(4,854,017
|
)
|
||
Oil and natural gas properties, net
|
|
1,813,999
|
|
|
2,029,571
|
|
||
Midstream service assets, net
|
|
130,195
|
|
|
130,245
|
|
||
Other fixed assets, net
|
|
33,077
|
|
|
39,819
|
|
||
Property and equipment, net
|
|
1,977,271
|
|
|
2,199,635
|
|
||
Derivatives
|
|
46,605
|
|
|
11,030
|
|
||
Operating lease right-of-use assets
|
|
16,400
|
|
|
—
|
|
||
Other noncurrent assets, net
|
|
12,643
|
|
|
16,888
|
|
||
Total assets
|
|
$
|
2,277,651
|
|
|
$
|
2,420,305
|
|
Liabilities and stockholders' equity
|
|
|
|
|
|
|||
Current liabilities:
|
|
|
|
|
|
|||
Accounts payable and accrued liabilities
|
|
$
|
53,608
|
|
|
$
|
69,504
|
|
Accrued capital expenditures
|
|
24,260
|
|
|
29,975
|
|
||
Undistributed revenue and royalties
|
|
29,963
|
|
|
48,841
|
|
||
Derivatives
|
|
118
|
|
|
7,359
|
|
||
Operating lease liabilities
|
|
7,995
|
|
|
—
|
|
||
Other current liabilities
|
|
29,873
|
|
|
44,786
|
|
||
Total current liabilities
|
|
145,817
|
|
|
200,465
|
|
||
Long-term debt, net
|
|
979,972
|
|
|
983,636
|
|
||
Asset retirement obligations
|
|
56,013
|
|
|
53,387
|
|
||
Operating lease liabilities
|
|
11,420
|
|
|
—
|
|
||
Other noncurrent liabilities
|
|
5,177
|
|
|
8,587
|
|
||
Total liabilities
|
|
1,198,399
|
|
|
1,246,075
|
|
||
Commitments and contingencies
|
|
|
|
|
|
|
||
Stockholders' equity:
|
|
|
|
|
||||
Preferred stock, $0.01 par value, 50,000,000 shares authorized and zero issued as of September 30, 2019 and December 31, 2018
|
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value, 450,000,000 shares authorized and 237,673,895 and 233,936,358 issued and outstanding as of September 30, 2019 and December 31, 2018, respectively
|
|
2,377
|
|
|
2,339
|
|
||
Additional paid-in capital
|
|
2,381,008
|
|
|
2,375,286
|
|
||
Accumulated deficit
|
|
(1,304,133
|
)
|
|
(1,203,395
|
)
|
||
Total stockholders' equity
|
|
1,079,252
|
|
|
1,174,230
|
|
||
Total liabilities and stockholders' equity
|
|
$
|
2,277,651
|
|
|
$
|
2,420,305
|
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Oil sales
|
|
$
|
141,709
|
|
|
$
|
160,007
|
|
|
$
|
430,910
|
|
|
$
|
469,972
|
|
NGL sales
|
|
20,522
|
|
|
50,814
|
|
|
74,954
|
|
|
115,979
|
|
||||
Natural gas sales
|
|
7,520
|
|
|
15,043
|
|
|
21,126
|
|
|
45,908
|
|
||||
Midstream service revenues
|
|
3,079
|
|
|
2,255
|
|
|
8,572
|
|
|
6,590
|
|
||||
Sales of purchased oil
|
|
20,739
|
|
|
51,627
|
|
|
83,597
|
|
|
252,039
|
|
||||
Total revenues
|
|
193,569
|
|
|
279,746
|
|
|
619,159
|
|
|
890,488
|
|
||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
||||||||
Lease operating expenses
|
|
22,597
|
|
|
23,873
|
|
|
68,838
|
|
|
68,466
|
|
||||
Production and ad valorem taxes
|
|
11,085
|
|
|
14,015
|
|
|
29,632
|
|
|
38,232
|
|
||||
Transportation and marketing expenses
|
|
5,583
|
|
|
5,036
|
|
|
15,233
|
|
|
6,570
|
|
||||
Midstream service expenses
|
|
1,191
|
|
|
728
|
|
|
3,401
|
|
|
1,824
|
|
||||
Costs of purchased oil
|
|
20,741
|
|
|
51,210
|
|
|
83,604
|
|
|
252,452
|
|
||||
General and administrative
|
|
8,852
|
|
|
23,397
|
|
|
41,427
|
|
|
74,956
|
|
||||
Restructuring expenses
|
|
5,965
|
|
|
—
|
|
|
16,371
|
|
|
—
|
|
||||
Depletion, depreciation and amortization
|
|
69,099
|
|
|
55,963
|
|
|
197,900
|
|
|
152,278
|
|
||||
Impairment expense
|
|
397,890
|
|
|
—
|
|
|
397,890
|
|
|
—
|
|
||||
Other operating expenses
|
|
1,005
|
|
|
1,114
|
|
|
3,077
|
|
|
3,341
|
|
||||
Total costs and expenses
|
|
544,008
|
|
|
175,336
|
|
|
857,373
|
|
|
598,119
|
|
||||
Operating income (loss)
|
|
(350,439
|
)
|
|
104,410
|
|
|
(238,214
|
)
|
|
292,369
|
|
||||
Non-operating income (expense):
|
|
|
|
|
|
|
|
|
|
|||||||
Gain (loss) on derivatives, net
|
|
96,684
|
|
|
(32,245
|
)
|
|
136,713
|
|
|
(69,211
|
)
|
||||
Interest expense
|
|
(15,191
|
)
|
|
(14,845
|
)
|
|
(46,503
|
)
|
|
(42,787
|
)
|
||||
Litigation settlement
|
|
—
|
|
|
—
|
|
|
42,500
|
|
|
—
|
|
||||
Gain (loss) on disposal of assets, net
|
|
1,294
|
|
|
(616
|
)
|
|
(315
|
)
|
|
(4,591
|
)
|
||||
Other income (expense), net
|
|
556
|
|
|
(267
|
)
|
|
4,269
|
|
|
629
|
|
||||
Total non-operating income (expense), net
|
|
83,343
|
|
|
(47,973
|
)
|
|
136,664
|
|
|
(115,960
|
)
|
||||
Income (loss) before income taxes
|
|
(267,096
|
)
|
|
56,437
|
|
|
(101,550
|
)
|
|
176,409
|
|
||||
Income tax benefit (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current
|
|
—
|
|
|
381
|
|
|
—
|
|
|
381
|
|
||||
Deferred
|
|
2,467
|
|
|
(1,768
|
)
|
|
812
|
|
|
(1,768
|
)
|
||||
Total income tax benefit (expense)
|
|
2,467
|
|
|
(1,387
|
)
|
|
812
|
|
|
(1,387
|
)
|
||||
Net income (loss)
|
|
$
|
(264,629
|
)
|
|
$
|
55,050
|
|
|
$
|
(100,738
|
)
|
|
$
|
175,022
|
|
Net income (loss) per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
|
$
|
(1.14
|
)
|
|
$
|
0.24
|
|
|
$
|
(0.44
|
)
|
|
$
|
0.75
|
|
Diluted
|
|
$
|
(1.14
|
)
|
|
$
|
0.24
|
|
|
$
|
(0.44
|
)
|
|
$
|
0.75
|
|
Weighted-average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
|
231,562
|
|
|
230,605
|
|
|
231,152
|
|
|
233,228
|
|
||||
Diluted
|
|
231,562
|
|
|
231,639
|
|
|
231,152
|
|
|
234,207
|
|
|
|
Common stock
|
|
Additional
paid-in capital
|
|
Treasury stock
(at cost)
|
|
Accumulated deficit
|
|
|
||||||||||||||||
|
|
Shares
|
|
Amount
|
|
|
Shares
|
|
Amount
|
|
|
Total
|
||||||||||||||
Balance, December 31, 2018
|
|
233,936
|
|
|
$
|
2,339
|
|
|
$
|
2,375,286
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,203,395
|
)
|
|
$
|
1,174,230
|
|
Restricted stock awards
|
|
5,986
|
|
|
60
|
|
|
(60
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Restricted stock forfeitures
|
|
(48
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Stock exchanged for tax withholding
|
|
—
|
|
|
—
|
|
|
—
|
|
|
683
|
|
|
(2,612
|
)
|
|
—
|
|
|
(2,612
|
)
|
|||||
Stock exchanged for cost of exercise of stock options
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|
(76
|
)
|
|
—
|
|
|
(76
|
)
|
|||||
Retirement of treasury stock
|
|
(701
|
)
|
|
(7
|
)
|
|
(2,681
|
)
|
|
(701
|
)
|
|
2,688
|
|
|
—
|
|
|
—
|
|
|||||
Exercise of stock options
|
|
18
|
|
|
—
|
|
|
76
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
76
|
|
|||||
Stock-based compensation (See Note 6.c)
|
|
—
|
|
|
—
|
|
|
9,305
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,305
|
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,491
|
)
|
|
(9,491
|
)
|
|||||
Balance, March 31, 2019
|
|
239,191
|
|
|
2,392
|
|
|
2,381,926
|
|
|
—
|
|
|
—
|
|
|
(1,212,886
|
)
|
|
1,171,432
|
|
|||||
Restricted stock awards
|
|
1,064
|
|
|
11
|
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Restricted stock forfeitures
|
|
(2,763
|
)
|
|
(28
|
)
|
|
28
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Stock exchanged for tax withholding
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
(34
|
)
|
|
—
|
|
|
(34
|
)
|
|||||
Retirement of treasury stock
|
|
(12
|
)
|
|
—
|
|
|
(34
|
)
|
|
(12
|
)
|
|
34
|
|
|
—
|
|
|
—
|
|
|||||
Stock-based compensation (See Note 6.c)
|
|
—
|
|
|
—
|
|
|
(459
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(459
|
)
|
|||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
173,382
|
|
|
173,382
|
|
|||||
Balance, June 30, 2019
|
|
237,480
|
|
|
2,375
|
|
|
2,381,450
|
|
|
—
|
|
|
—
|
|
|
(1,039,504
|
)
|
|
1,344,321
|
|
|||||
Restricted stock awards
|
|
288
|
|
|
2
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Restricted stock forfeitures
|
|
(93
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Stock exchanged for tax withholding
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|||||
Retirement of treasury stock
|
|
(1
|
)
|
|
—
|
|
|
(4
|
)
|
|
(1
|
)
|
|
4
|
|
|
—
|
|
|
—
|
|
|||||
Stock-based compensation (See Note 6.c)
|
|
—
|
|
|
—
|
|
|
(436
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(436
|
)
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(264,629
|
)
|
|
(264,629
|
)
|
|||||
Balance, September 30, 2019
|
|
237,674
|
|
|
$
|
2,377
|
|
|
$
|
2,381,008
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,304,133
|
)
|
|
$
|
1,079,252
|
|
|
|
Common stock
|
|
Additional
paid-in capital |
|
Treasury stock
(at cost) |
|
Accumulated deficit
|
|
|
||||||||||||||||
|
|
Shares
|
|
Amount
|
|
|
Shares
|
|
Amount
|
|
|
Total
|
||||||||||||||
Balance, December 31, 2017
|
|
242,521
|
|
|
$
|
2,425
|
|
|
$
|
2,432,262
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,669,108
|
)
|
|
$
|
765,579
|
|
Adjustment to the beginning balance of accumulated deficit upon adoption of ASC 606 (see Note 13.a)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
141,118
|
|
|
141,118
|
|
|||||
Restricted stock awards
|
|
3,052
|
|
|
30
|
|
|
(30
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Restricted stock forfeitures
|
|
(13
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Share repurchases
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,728
|
|
|
(58,475
|
)
|
|
—
|
|
|
(58,475
|
)
|
|||||
Stock exchanged for tax withholding
|
|
—
|
|
|
—
|
|
|
—
|
|
|
512
|
|
|
(4,353
|
)
|
|
—
|
|
|
(4,353
|
)
|
|||||
Retirement of treasury stock
|
|
(7,240
|
)
|
|
(72
|
)
|
|
(62,756
|
)
|
|
(7,240
|
)
|
|
62,828
|
|
|
—
|
|
|
—
|
|
|||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
11,441
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,441
|
|
|||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
86,520
|
|
|
86,520
|
|
|||||
Balance, March 31, 2018
|
|
238,320
|
|
|
2,383
|
|
|
2,380,917
|
|
|
—
|
|
|
—
|
|
|
(1,441,470
|
)
|
|
941,830
|
|
|||||
Restricted stock awards
|
|
141
|
|
|
2
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Restricted stock forfeitures
|
|
(113
|
)
|
|
(1
|
)
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Share repurchases
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,151
|
|
|
(28,743
|
)
|
|
—
|
|
|
(28,743
|
)
|
|||||
Stock exchanged for tax withholding
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
(44
|
)
|
|
—
|
|
|
(44
|
)
|
|||||
Retirement of treasury stock
|
|
(3,154
|
)
|
|
(32
|
)
|
|
(28,755
|
)
|
|
(3,154
|
)
|
|
28,787
|
|
|
—
|
|
|
—
|
|
|||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
12,672
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,672
|
|
|||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33,452
|
|
|
33,452
|
|
|||||
Balance, June 30, 2018
|
|
235,194
|
|
|
2,352
|
|
|
2,364,833
|
|
|
—
|
|
|
—
|
|
|
(1,408,018
|
)
|
|
959,167
|
|
|||||
Restricted stock awards
|
|
55
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Restricted stock forfeitures
|
|
(140
|
)
|
|
(2
|
)
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Share repurchases
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,170
|
|
|
(9,837
|
)
|
|
—
|
|
|
(9,837
|
)
|
|||||
Stock exchanged for tax withholding
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
(14
|
)
|
|
—
|
|
|
(14
|
)
|
|||||
Retirement of treasury stock
|
|
(1,172
|
)
|
|
(11
|
)
|
|
(9,840
|
)
|
|
(1,172
|
)
|
|
9,851
|
|
|
—
|
|
|
—
|
|
|||||
Exercise of stock options
|
|
21
|
|
|
—
|
|
|
86
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
86
|
|
|||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
10,660
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,660
|
|
|||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55,050
|
|
|
55,050
|
|
|||||
Balance, September 30, 2018
|
|
233,958
|
|
|
$
|
2,340
|
|
|
$
|
2,365,740
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,352,968
|
)
|
|
$
|
1,015,112
|
|
|
|
Nine months ended September 30,
|
||||||
|
|
2019
|
|
2018
|
||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||
Net income (loss)
|
|
$
|
(100,738
|
)
|
|
$
|
175,022
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
|
||
Deferred income tax (benefit) expense
|
|
(812
|
)
|
|
1,768
|
|
||
Depletion, depreciation and amortization
|
|
197,900
|
|
|
152,278
|
|
||
Impairment expense
|
|
397,890
|
|
|
—
|
|
||
Non-cash stock-based compensation, net
|
|
5,244
|
|
|
28,748
|
|
||
Mark-to-market on derivatives:
|
|
|
|
|
|
|
||
(Gain) loss on derivatives, net
|
|
(136,713
|
)
|
|
69,211
|
|
||
Settlements received (paid) for matured derivatives, net
|
|
48,827
|
|
|
(5,943
|
)
|
||
Settlements paid for early terminations of derivatives, net
|
|
(5,409
|
)
|
|
—
|
|
||
Change in net present value of derivative deferred premiums
|
|
133
|
|
|
564
|
|
||
Premiums paid for derivatives
|
|
(7,664
|
)
|
|
(14,930
|
)
|
||
Amortization of debt issuance costs
|
|
2,539
|
|
|
2,484
|
|
||
Amortization of operating lease right-of-use assets
|
|
9,583
|
|
|
—
|
|
||
Other, net
|
|
2,540
|
|
|
9,290
|
|
||
Decrease (increase) in accounts receivable, net
|
|
11,778
|
|
|
(18,591
|
)
|
||
Increase in other current assets
|
|
(4,088
|
)
|
|
(6,479
|
)
|
||
Decrease in other noncurrent assets, net
|
|
2,988
|
|
|
346
|
|
||
(Decrease) increase in accounts payable and accrued liabilities
|
|
(15,896
|
)
|
|
28,296
|
|
||
(Decrease) increase in undistributed revenue and royalties
|
|
(18,878
|
)
|
|
15,387
|
|
||
Decrease in other current liabilities
|
|
(21,221
|
)
|
|
(28,298
|
)
|
||
Decrease in other noncurrent liabilities
|
|
(1,135
|
)
|
|
(625
|
)
|
||
Net cash provided by operating activities
|
|
366,868
|
|
|
408,528
|
|
||
Cash flows from investing activities:
|
|
|
|
|
|
|
||
Acquisitions of oil and natural gas properties
|
|
(2,880
|
)
|
|
(16,340
|
)
|
||
Capital expenditures:
|
|
|
|
|
|
|
||
Oil and natural gas properties
|
|
(368,182
|
)
|
|
(522,470
|
)
|
||
Midstream service assets
|
|
(6,741
|
)
|
|
(5,764
|
)
|
||
Other fixed assets
|
|
(1,720
|
)
|
|
(5,945
|
)
|
||
Proceeds from disposition of equity method investee, net of selling costs
|
|
—
|
|
|
1,655
|
|
||
Proceeds from disposition of capital assets, net of selling costs
|
|
6,847
|
|
|
12,433
|
|
||
Net cash used in investing activities
|
|
(372,676
|
)
|
|
(536,431
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
|
|
||
Borrowings on Senior Secured Credit Facility
|
|
80,000
|
|
|
190,000
|
|
||
Payments on Senior Secured Credit Facility
|
|
(85,000
|
)
|
|
(20,000
|
)
|
||
Share repurchases
|
|
—
|
|
|
(97,055
|
)
|
||
Stock exchanged for tax withholding
|
|
(2,650
|
)
|
|
(4,411
|
)
|
||
Proceeds from exercise of stock options
|
|
—
|
|
|
86
|
|
||
Payments for debt issuance costs
|
|
—
|
|
|
(2,469
|
)
|
||
Net cash (used in) provided by financing activities
|
|
(7,650
|
)
|
|
66,151
|
|
||
Net decrease in cash and cash equivalents
|
|
(13,458
|
)
|
|
(61,752
|
)
|
||
Cash and cash equivalents, beginning of period
|
|
45,151
|
|
|
112,159
|
|
||
Cash and cash equivalents, end of period
|
|
$
|
31,693
|
|
|
$
|
50,407
|
|
Laredo Petroleum, Inc.
|
|
Laredo Petroleum, Inc.
|
|
Laredo Petroleum, Inc.
|
|
(in thousands)
|
|
Three months ended September 30, 2019
|
|
Nine months ended September 30, 2019
|
||||
Operating lease costs(1)
|
|
$
|
3,667
|
|
|
$
|
10,908
|
|
Short-term lease costs(2)
|
|
30,966
|
|
|
126,400
|
|
||
Variable lease costs(3)
|
|
604
|
|
|
2,376
|
|
||
Sublease income
|
|
(247
|
)
|
|
(741
|
)
|
||
Total lease costs, net
|
|
$
|
34,990
|
|
|
$
|
138,943
|
|
(1)
|
Amounts represent straight-line costs associated with the Company's operating lease right-of-use assets.
|
(2)
|
Amounts include costs associated with the Company's short-term leases that are not included in the calculation of lease liabilities and right-of-use assets and, therefore, are not recorded on the unaudited consolidated balance sheets as such.
|
(3)
|
Amounts are primarily comprised of the non-lease service component of drilling rig commitments above the minimum required payments, and are not included in the calculation of lease liabilities and right-of-use assets. Both the minimum required payments and the non-lease service component of the drilling rig commitments are capitalized as additions to oil and natural gas properties.
|
(in thousands)
|
|
Three months ended September 30, 2019
|
|
Nine months ended September 30, 2019
|
||||
Operating cash flows from operating leases
|
|
$
|
1,467
|
|
|
$
|
4,291
|
|
Investing cash flows from operating leases(1)
|
|
$
|
2,295
|
|
|
$
|
6,811
|
|
(1)
|
Amounts associated with drilling operations are capitalized as additions to oil and natural gas properties.
|
|
|
September 30, 2019
|
|
Weighted-average remaining lease term
|
|
3.96 years
|
|
Weighted-average discount rate
|
|
8.33
|
%
|
Laredo Petroleum, Inc.
|
|
(in thousands)
|
|
September 30, 2019
|
||
Remaining 2019
|
|
$
|
3,733
|
|
2020
|
|
6,808
|
|
|
2021
|
|
4,061
|
|
|
2022
|
|
2,580
|
|
|
2023
|
|
1,359
|
|
|
Thereafter
|
|
4,556
|
|
|
Total minimum lease payments
|
|
23,097
|
|
|
Less: lease liability expense
|
|
(3,682
|
)
|
|
Present value of future minimum lease payments
|
|
19,415
|
|
|
Less: current operating lease liabilities
|
|
(7,995
|
)
|
|
Noncurrent operating lease liabilities
|
|
$
|
11,420
|
|
(in thousands)
|
|
December 31, 2018
|
||
2019
|
|
$
|
3,092
|
|
2020
|
|
3,179
|
|
|
2021
|
|
3,128
|
|
|
2022
|
|
2,560
|
|
|
2023
|
|
1,358
|
|
|
Thereafter
|
|
4,556
|
|
|
Total future minimum rental payments required
|
|
$
|
17,873
|
|
Laredo Petroleum, Inc.
|
|
(in thousands)
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Evaluated oil and natural gas properties
|
|
$
|
7,186,899
|
|
|
$
|
6,752,631
|
|
Less accumulated depletion and impairment
|
|
(5,438,308
|
)
|
|
(4,854,017
|
)
|
||
Evaluated oil and natural gas properties, net
|
|
1,748,591
|
|
|
1,898,614
|
|
||
|
|
|
|
|
||||
Unevaluated oil and natural gas properties not being depleted
|
|
65,408
|
|
|
130,957
|
|
||
|
|
|
|
|
||||
Midstream service assets
|
|
179,862
|
|
|
172,308
|
|
||
Less accumulated depreciation and impairment
|
|
(49,667
|
)
|
|
(42,063
|
)
|
||
Midstream service assets, net
|
|
130,195
|
|
|
130,245
|
|
||
|
|
|
|
|
||||
Depreciable other fixed assets
|
|
37,725
|
|
|
45,431
|
|
||
Less accumulated depreciation and amortization
|
|
(22,907
|
)
|
|
(23,871
|
)
|
||
Depreciable other fixed assets, net
|
|
14,818
|
|
|
21,560
|
|
||
|
|
|
|
|
||||
Land
|
|
18,259
|
|
|
18,259
|
|
||
|
|
|
|
|
||||
Total property and equipment, net
|
|
$
|
1,977,271
|
|
|
$
|
2,199,635
|
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Property acquisition costs(1):
|
|
|
|
|
|
|
|
|
|
|
—
|
|
||||
Evaluated
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13,847
|
|
Unevaluated
|
|
—
|
|
|
—
|
|
|
2,880
|
|
|
2,790
|
|
||||
Exploration costs
|
|
3,480
|
|
|
7,502
|
|
|
16,101
|
|
|
18,747
|
|
||||
Development costs
|
|
73,357
|
|
|
139,748
|
|
|
349,738
|
|
|
467,582
|
|
||||
Total oil and natural gas properties costs incurred
|
|
$
|
76,837
|
|
|
$
|
147,250
|
|
|
$
|
368,719
|
|
|
$
|
502,966
|
|
(1)
|
See Note 3.a in the third-quarter 2018 Quarterly Report for discussion of the Company's acquisitions of evaluated and unevaluated oil and natural gas properties during the nine months ended September 30, 2018.
|
Laredo Petroleum, Inc.
|
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Capitalized related employee costs
|
|
$
|
4,164
|
|
|
$
|
5,837
|
|
|
$
|
14,276
|
|
|
$
|
19,101
|
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Depletion expense per BOE sold
|
|
$
|
8.67
|
|
|
$
|
7.94
|
|
|
$
|
8.56
|
|
|
$
|
7.67
|
|
|
|
September 30, 2019
|
|
June 30, 2019
|
|
March 31, 2019
|
|
December 31, 2018
|
|
September 30, 2018
|
||||||||||
Benchmark Prices:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Oil ($/Bbl)
|
|
$
|
54.27
|
|
|
$
|
57.90
|
|
|
$
|
59.52
|
|
|
$
|
62.04
|
|
|
$
|
59.90
|
|
NGL ($/Bbl)(1)
|
|
$
|
23.93
|
|
|
$
|
28.21
|
|
|
$
|
30.34
|
|
|
$
|
31.46
|
|
|
$
|
31.21
|
|
Natural gas ($/MMBtu)
|
|
$
|
0.85
|
|
|
$
|
1.14
|
|
|
$
|
1.58
|
|
|
$
|
1.76
|
|
|
$
|
2.04
|
|
Realized Prices:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Oil ($/Bbl)
|
|
$
|
52.86
|
|
|
$
|
55.69
|
|
|
$
|
56.72
|
|
|
$
|
59.29
|
|
|
$
|
58.83
|
|
NGL ($/Bbl)
|
|
$
|
14.78
|
|
|
$
|
18.64
|
|
|
$
|
20.46
|
|
|
$
|
21.42
|
|
|
$
|
21.15
|
|
Natural gas ($/Mcf)
|
|
$
|
0.52
|
|
|
$
|
0.70
|
|
|
$
|
1.09
|
|
|
$
|
1.38
|
|
|
$
|
1.62
|
|
(1)
|
Based on the Company's average composite NGL barrel.
|
Laredo Petroleum, Inc.
|
|
Laredo Petroleum, Inc.
|
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
(in thousands)
|
|
Long-term debt
|
|
Debt issuance costs, net
|
|
Long-term debt, net
|
|
Long-term debt
|
|
Debt issuance costs, net
|
|
Long-term debt, net
|
||||||||||||
January 2022 Notes
|
|
$
|
450,000
|
|
|
$
|
(2,278
|
)
|
|
$
|
447,722
|
|
|
$
|
450,000
|
|
|
$
|
(3,010
|
)
|
|
$
|
446,990
|
|
March 2023 Notes
|
|
350,000
|
|
|
(2,750
|
)
|
|
347,250
|
|
|
350,000
|
|
|
(3,354
|
)
|
|
346,646
|
|
||||||
Senior Secured Credit Facility(1)
|
|
185,000
|
|
|
—
|
|
|
185,000
|
|
|
190,000
|
|
|
—
|
|
|
190,000
|
|
||||||
Total
|
|
$
|
985,000
|
|
|
$
|
(5,028
|
)
|
|
$
|
979,972
|
|
|
$
|
990,000
|
|
|
$
|
(6,364
|
)
|
|
$
|
983,636
|
|
(1)
|
Debt issuance costs, net related to our Senior Secured Credit Facility of $5.7 million and $7.0 million as of September 30, 2019 and December 31, 2018, respectively, are reported in "Other noncurrent assets, net" on the unaudited consolidated balance sheets.
|
Laredo Petroleum, Inc.
|
|
(in thousands, except for weighted-average grant-date fair value)
|
|
Restricted
stock
awards
|
|
Weighted-average
grant-date fair value
(per award)
|
|||
Outstanding as of December 31, 2018
|
|
4,196
|
|
|
$
|
9.91
|
|
Granted
|
|
7,338
|
|
|
$
|
3.29
|
|
Forfeited
|
|
(2,904
|
)
|
|
$
|
4.98
|
|
Vested(1)
|
|
(2,587
|
)
|
|
$
|
9.33
|
|
Outstanding as of September 30, 2019
|
|
6,043
|
|
|
$
|
4.49
|
|
(1)
|
The aggregate intrinsic value of vested restricted stock awards for the nine months ended September 30, 2019 was $9.6 million.
|
(in thousands, except for weighted-average exercise price and weighted-average remaining contractual term)
|
|
Stock
option
awards
|
|
Weighted-average
exercise price
(per award)
|
|
Weighted-average
remaining contractual term
(years)
|
|||
Outstanding as of December 31, 2018
|
|
2,533
|
|
|
$
|
12.69
|
|
|
5.99
|
Exercised(1)
|
|
(18
|
)
|
|
$
|
4.10
|
|
|
|
Expired or canceled
|
|
(1,090
|
)
|
|
$
|
13.65
|
|
|
|
Forfeited
|
|
(196
|
)
|
|
$
|
8.71
|
|
|
|
Outstanding as of September 30, 2019
|
|
1,229
|
|
|
$
|
12.61
|
|
|
5.35
|
Vested and exercisable as of September 30, 2019(2)
|
|
1,054
|
|
|
$
|
13.26
|
|
|
5.10
|
Expected to vest as of September 30, 2019(3)
|
|
37
|
|
|
$
|
9.65
|
|
|
6.95
|
(1)
|
The exercised stock option awards for the nine months ended September 30, 2019 had de minimis intrinsic value.
|
(2)
|
The vested and exercisable stock option awards as of September 30, 2019 had no aggregate intrinsic value.
|
(3)
|
The expected to vest stock option awards as of September 30, 2019 had no aggregate intrinsic value.
|
Laredo Petroleum, Inc.
|
|
(in thousands, except for weighted-average grant-date fair value)
|
|
Performance
share
awards
|
|
Weighted-average
grant-date fair value
(per award)
|
|||
Outstanding as of December 31, 2018
|
|
3,436
|
|
|
$
|
13.74
|
|
Granted(1)
|
|
588
|
|
|
$
|
2.52
|
|
Converted from performance unit awards(1)(2)
|
|
1,558
|
|
|
$
|
3.74
|
|
Forfeited
|
|
(871
|
)
|
|
$
|
12.20
|
|
Vested(3)
|
|
(1,545
|
)
|
|
$
|
17.31
|
|
Outstanding as of September 30, 2019
|
|
3,166
|
|
|
$
|
6.28
|
|
(1)
|
The amounts potentially payable in the Company's common stock at the end of the requisite service period for the performance share awards granted on February 28, 2019 and June 3, 2019 will be determined based on three criteria: (i) RTSR Performance Percentage, (ii) ATSR Appreciation and (iii) ROACE Percentage. The RTSR Performance Percentage, ATSR Appreciation and ROACE Percentage will be used to identify the "RTSR Factor," the "ATSR Factor" and the "ROACE Factor," respectively, which are used to compute the "Performance Multiple" and ultimately to determine the number of shares to be delivered on the payment date. In computing the Performance Multiple, the RTSR Factor is given a 25% weight, the ATSR Factor a 25% weight and the ROACE Factor a 50% weight. These awards have a performance period of January 1, 2019 to December 31, 2021.
|
(2)
|
On May 16, 2019, the board of directors elected to change the form of payment from cash to common stock for the awards granted on February 28, 2019. This change in election triggered modification accounting, and the awards, formerly accounted for as liability awards, were converted to equity awards and, accordingly, new fair values were determined based on the May 16, 2019 modification date.
|
(3)
|
The performance share awards granted on May 25, 2016 had a performance period of January 1, 2016 to December 31, 2018 and, as their market criteria were not satisfied, resulted in a TSR modifier of 0% based on the Company finishing in the ninth percentile of its peer group for relative TSR. As such, the granted units lapsed and were not converted into the Company's common stock during the first quarter of 2019.
|
Laredo Petroleum, Inc.
|
|
|
|
February 28, 2019(1)
|
|
June 3, 2019
|
||||
Market criteria (.25) RTSR Factor + (.25) ATSR Factor fair value assumptions:
|
|
|
|
|
||||
Remaining performance period
|
|
2.63 years
|
|
|
2.58 years
|
|
||
Risk-free interest rate(2)
|
|
2.14
|
%
|
|
1.78
|
%
|
||
Dividend yield
|
|
—
|
%
|
|
—
|
%
|
||
Expected volatility(3)
|
|
55.01
|
%
|
|
55.45
|
%
|
||
Closing stock price on May 16, 2019 and June 3, 2019 for the respective awards
|
|
$
|
3.49
|
|
|
$
|
2.59
|
|
Fair value per performance share award
|
|
$
|
3.98
|
|
|
$
|
2.45
|
|
|
|
|
|
|
||||
Performance criteria (.50) ROACE Factor fair value assumption:
|
|
|
|
|
||||
Closing stock price on May 16, 2019 and June 3, 2019 for the respective awards
|
|
$
|
3.49
|
|
|
$
|
2.59
|
|
Fair value per performance share award
|
|
$
|
3.49
|
|
|
$
|
2.59
|
|
|
|
|
|
|
||||
Combined fair value per performance share award(4)
|
|
$
|
3.74
|
|
|
$
|
2.52
|
|
(1)
|
The fair values of the performance share awards granted on February 28, 2019 are based on the May 16, 2019 modification date. The total incremental compensation expense resulting from the modification of $1.0 million, which will be recognized over the life of the awards, is calculated utilizing (i) the difference between the March 31, 2019 fair value and the May 16, 2019 fair value and (ii) the outstanding quantity of the converted performance share awards as of June 30, 2019. Such expense excludes the estimated payout component for expense for the (.50) ROACE Factor as this is redetermined at each reporting period and the expense will fluctuate accordingly.
|
(2)
|
The remaining performance period matched zero-coupon risk-free interest rate was derived from the U.S. Treasury constant maturities yield curve on May 16, 2019 and June 3, 2019 for the respective awards.
|
(3)
|
The Company utilized its own remaining performance period matched historical volatility in order to develop the expected volatility.
|
(4)
|
The combined fair value per performance share award is the combination of the fair value per performance share award weighted for the market and performance criteria for the respective awards.
|
Laredo Petroleum, Inc.
|
|
|
|
February 17, 2017
|
|
February 16, 2018
|
|
February 28, 2019
|
|
June 3, 2019
|
||||||||
Market Criteria:
|
|
|
|
|
|
|
|
|
||||||||
(.25) RTSR Factor + (.25) ATSR Factor:
|
|
|
|
|
|
|
|
|
||||||||
Fair value per performance share award
|
|
Not applicable
|
|
$
|
10.08
|
|
|
$
|
3.98
|
|
|
$
|
2.45
|
|
||
Expense per performance share award as of September 30, 2019
|
|
Not applicable
|
|
$
|
10.08
|
|
|
$
|
3.98
|
|
|
$
|
2.45
|
|
||
|
|
|
|
|
|
|
|
|
||||||||
TSR:
|
|
|
|
|
|
|
|
|
||||||||
Fair value per performance share award
|
|
$
|
18.96
|
|
|
Not applicable
|
|
Not applicable
|
|
Not applicable
|
||||||
Expense per performance share award as of September 30, 2019
|
|
$
|
18.96
|
|
|
Not applicable
|
|
Not applicable
|
|
Not applicable
|
||||||
|
|
|
|
|
|
|
|
|
||||||||
Performance Criteria:
|
|
|
|
|
|
|
|
|
||||||||
(.50) ROACE Factor:
|
|
|
|
|
|
|
|
|
||||||||
Fair value per performance share award
|
|
Not applicable
|
|
$
|
8.36
|
|
|
$
|
3.49
|
|
|
$
|
2.59
|
|
||
Estimated payout for expense as of September 30, 2019(1)
|
|
Not applicable
|
|
75
|
%
|
|
200
|
%
|
|
200
|
%
|
|||||
Expense per performance share award as of September 30, 2019
|
|
Not applicable
|
|
$
|
6.27
|
|
|
$
|
6.98
|
|
|
$
|
5.18
|
|
||
|
|
|
|
|
|
|
|
|
||||||||
Combined expense per performance share award as of September 30, 2019(2)
|
|
$
|
18.96
|
|
|
$
|
8.18
|
|
|
$
|
5.48
|
|
|
$
|
3.82
|
|
(1)
|
As the (.50) ROACE Factor is based on performance criteria, the expense fluctuates based on the estimated payout and is redetermined each reporting period and the life-to-date recognized expense for the respective awards is adjusted accordingly.
|
(2)
|
The combined expense per performance share award is the combination of the expense per performance share award for market and performance criteria for the respective awards.
|
Laredo Petroleum, Inc.
|
|
|
|
June 3, 2019
|
||
Performance period
|
|
3.00 years
|
|
|
Risk-free interest rate(1)
|
|
1.77
|
%
|
|
Dividend yield
|
|
—
|
%
|
|
Expected volatility(2)
|
|
55.77
|
%
|
|
Closing stock price on grant date
|
|
$
|
2.59
|
|
Total fair value of outperformance share award (in thousands)
|
|
$
|
670
|
|
(1)
|
The performance period matched zero-coupon risk-free interest rate was derived from the U.S. Treasury constant maturities yield curve on the grant date.
|
(2)
|
The Company utilized its own performance period matched historical volatility in order to develop the expected volatility.
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Restricted stock award compensation
|
|
$
|
2,275
|
|
|
$
|
6,001
|
|
|
$
|
10,157
|
|
|
$
|
19,332
|
|
Stock option award compensation
|
|
(300
|
)
|
|
970
|
|
|
678
|
|
|
3,010
|
|
||||
Performance share award compensation
|
|
(2,455
|
)
|
|
3,689
|
|
|
(2,482
|
)
|
|
12,431
|
|
||||
Outperformance share award compensation
|
|
44
|
|
|
—
|
|
|
57
|
|
|
—
|
|
||||
Total stock-based compensation, gross
|
|
(436
|
)
|
|
10,660
|
|
|
8,410
|
|
|
34,773
|
|
||||
Less amounts capitalized in evaluated oil and natural gas properties
|
|
(1,303
|
)
|
|
(1,927
|
)
|
|
(3,166
|
)
|
|
(6,025
|
)
|
||||
Total stock-based compensation, net
|
|
$
|
(1,739
|
)
|
|
$
|
8,733
|
|
|
$
|
5,244
|
|
|
$
|
28,748
|
|
(in thousands)
|
|
Performance unit awards
|
|
Outstanding as of December 31, 2018
|
|
—
|
|
Granted
|
|
2,813
|
|
Forfeited
|
|
(1,255
|
)
|
Converted to performance share awards
|
|
(1,558
|
)
|
Outstanding as of September 30, 2019
|
|
—
|
|
Laredo Petroleum, Inc.
|
|
|
|
Aggregate volumes (Bbl)
|
|
Weighted-average floor price ($/Bbl)
|
|
Weighted-average ceiling price ($/Bbl)
|
|
Contract period
|
|||||
Oil puts
|
|
5,087,500
|
|
|
$
|
46.03
|
|
|
$
|
—
|
|
|
April 2019 - December 2019
|
Oil collars
|
|
1,134,600
|
|
|
$
|
45.00
|
|
|
$
|
76.13
|
|
|
January 2020 - December 2020
|
Laredo Petroleum, Inc.
|
|
|
|
Remaining year 2019
|
|
Year 2020
|
|
Year 2021
|
||||||
Oil:
|
|
|
|
|
|
|
|
|||||
Puts:
|
|
|
|
|
|
|
|
|
||||
Volume (Bbl)
|
|
322,000
|
|
|
366,000
|
|
|
—
|
|
|||
Weighted-average floor price ($/Bbl)
|
|
$
|
55.00
|
|
|
$
|
45.00
|
|
|
$
|
—
|
|
Volume with deferred premium (Bbl)
|
|
322,000
|
|
|
—
|
|
|
—
|
|
|||
Weighted-average deferred premium price ($/Bbl)
|
|
$
|
4.39
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Swaps:
|
|
|
|
|
|
|
|
|
||||
Volume (Bbl)
|
|
1,978,000
|
|
|
7,173,600
|
|
|
—
|
|
|||
Weighted-average price ($/Bbl)
|
|
$
|
61.31
|
|
|
$
|
59.50
|
|
|
$
|
—
|
|
Collars:
|
|
|
|
|
|
|
|
|
||||
Volume (Bbl)
|
|
—
|
|
|
—
|
|
|
912,500
|
|
|||
Weighted-average floor price ($/Bbl)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
45.00
|
|
Weighted-average ceiling price ($/Bbl)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
71.00
|
|
Totals:
|
|
|
|
|
|
|
||||||
Total volume with floor price (Bbl)
|
|
2,300,000
|
|
|
7,539,600
|
|
|
912,500
|
|
|||
Weighted-average floor price ($/Bbl)
|
|
$
|
60.42
|
|
|
$
|
58.79
|
|
|
$
|
45.00
|
|
Total volume with ceiling price (Bbl)
|
|
1,978,000
|
|
|
7,173,600
|
|
|
912,500
|
|
|||
Weighted-average ceiling price ($/Bbl)
|
|
$
|
61.31
|
|
|
$
|
59.50
|
|
|
$
|
71.00
|
|
Basis Swaps:
|
|
|
|
|
|
|
||||||
WTI Midland to WTI NYMEX:
|
|
|
|
|
|
|
||||||
Volume (Bbl)
|
|
920,000
|
|
|
—
|
|
|
—
|
|
|||
Weighted-average price ($/Bbl)
|
|
$
|
(2.89
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
WTI Midland to WTI formula basis:
|
|
|
|
|
|
|
||||||
Volume (Bbl)
|
|
184,000
|
|
|
—
|
|
|
—
|
|
|||
Weighted-average price ($/Bbl)
|
|
$
|
(4.05
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
NGL:
|
|
|
|
|
|
|
||||||
Swaps - Purity Ethane:
|
|
|
|
|
|
|
||||||
Volume (Bbl)
|
|
598,000
|
|
|
366,000
|
|
|
912,500
|
|
|||
Weighted-average price ($/Bbl)
|
|
$
|
14.22
|
|
|
$
|
13.60
|
|
|
$
|
12.01
|
|
Swaps - Non-TET Propane:
|
|
|
|
|
|
|
||||||
Volume (Bbl)
|
|
478,400
|
|
|
1,244,400
|
|
|
730,000
|
|
|||
Weighted-average price ($/Bbl)
|
|
$
|
27.97
|
|
|
$
|
26.58
|
|
|
$
|
25.52
|
|
Swaps - Non-TET Normal Butane:
|
|
|
|
|
|
|
||||||
Volume (Bbl)
|
|
184,000
|
|
|
439,200
|
|
|
255,500
|
|
|||
Weighted-average price ($/Bbl)
|
|
$
|
30.73
|
|
|
$
|
28.69
|
|
|
$
|
27.72
|
|
Swaps - Non-TET Isobutane:
|
|
|
|
|
|
|
||||||
Volume (Bbl)
|
|
46,000
|
|
|
109,800
|
|
|
67,525
|
|
|||
Weighted-average price ($/Bbl)
|
|
$
|
31.08
|
|
|
$
|
29.99
|
|
|
$
|
28.79
|
|
Swaps - Non-TET Natural Gasoline:
|
|
|
|
|
|
|
||||||
Volume (Bbl)
|
|
156,400
|
|
|
402,600
|
|
|
237,250
|
|
|||
Weighted-average price ($/Bbl)
|
|
$
|
45.80
|
|
|
$
|
45.15
|
|
|
$
|
44.31
|
|
Total NGL volume (Bbl)
|
|
1,462,800
|
|
|
2,562,000
|
|
|
2,202,775
|
|
|||
Natural gas:
|
|
|
|
|
|
|
|
|
||||
Henry Hub NYMEX Swaps:
|
|
|
|
|
|
|
|
|
||||
Volume (MMBtu)
|
|
9,844,000
|
|
|
23,790,000
|
|
|
14,052,500
|
|
|||
TABLE CONTINUES ON NEXT PAGE
|
|
|
|
|
|
|
Laredo Petroleum, Inc.
|
|
|
|
Remaining year 2019
|
|
Year 2020
|
|
Year 2021
|
||||||
Weighted-average price ($/MMBtu)
|
|
$
|
3.09
|
|
|
$
|
2.72
|
|
|
$
|
2.63
|
|
Basis Swaps:
|
|
|
|
|
|
|
|
|
||||
Volume (MMBtu)
|
|
9,844,000
|
|
|
32,574,000
|
|
|
23,360,000
|
|
|||
Weighted-average price ($/MMBtu)
|
|
$
|
(1.51
|
)
|
|
$
|
(0.76
|
)
|
|
$
|
(0.47
|
)
|
(in thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total gross fair value
|
|
Amounts offset
|
|
Net fair value presented on the unaudited consolidated balance sheets
|
||||||||||||
As of September 30, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Oil derivatives
|
|
$
|
—
|
|
|
$
|
57,273
|
|
|
$
|
—
|
|
|
$
|
57,273
|
|
|
$
|
(3,248
|
)
|
|
$
|
54,025
|
|
NGL derivatives
|
|
—
|
|
|
22,490
|
|
|
—
|
|
|
22,490
|
|
|
—
|
|
|
22,490
|
|
||||||
Natural gas derivatives
|
|
—
|
|
|
30,215
|
|
|
—
|
|
|
30,215
|
|
|
(7,017
|
)
|
|
23,198
|
|
||||||
Oil derivative deferred premiums
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,869
|
)
|
|
(1,869
|
)
|
||||||
Noncurrent:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Oil derivatives
|
|
$
|
—
|
|
|
$
|
19,364
|
|
|
$
|
—
|
|
|
$
|
19,364
|
|
|
$
|
—
|
|
|
$
|
19,364
|
|
NGL derivatives
|
|
—
|
|
|
14,712
|
|
|
—
|
|
|
14,712
|
|
|
—
|
|
|
14,712
|
|
||||||
Natural gas derivatives
|
|
—
|
|
|
12,529
|
|
|
—
|
|
|
12,529
|
|
|
—
|
|
|
12,529
|
|
||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Oil derivatives
|
|
$
|
—
|
|
|
$
|
(4,232
|
)
|
|
$
|
—
|
|
|
$
|
(4,232
|
)
|
|
$
|
3,248
|
|
|
$
|
(984
|
)
|
NGL derivatives
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Natural gas derivatives
|
|
—
|
|
|
(6,151
|
)
|
|
—
|
|
|
(6,151
|
)
|
|
7,017
|
|
|
866
|
|
||||||
Oil derivative deferred premiums
|
|
—
|
|
|
—
|
|
|
(1,869
|
)
|
|
(1,869
|
)
|
|
1,869
|
|
|
—
|
|
||||||
Noncurrent:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Oil derivatives
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
NGL derivatives
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Natural gas derivatives
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net derivative asset (liability) positions
|
|
$
|
—
|
|
|
$
|
146,200
|
|
|
$
|
(1,869
|
)
|
|
$
|
144,331
|
|
|
$
|
—
|
|
|
$
|
144,331
|
|
Laredo Petroleum, Inc.
|
|
(in thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total gross fair value
|
|
Amounts offset
|
|
Net fair value presented on the unaudited consolidated balance sheets
|
||||||||||||
As of December 31, 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Oil derivatives
|
|
$
|
—
|
|
|
$
|
44,425
|
|
|
$
|
—
|
|
|
$
|
44,425
|
|
|
$
|
(7,907
|
)
|
|
$
|
36,518
|
|
NGL derivatives
|
|
—
|
|
|
1,974
|
|
|
—
|
|
|
1,974
|
|
|
—
|
|
|
1,974
|
|
||||||
Natural gas derivatives
|
|
—
|
|
|
18,991
|
|
|
—
|
|
|
18,991
|
|
|
(3,267
|
)
|
|
15,724
|
|
||||||
Oil derivative deferred premiums
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,381
|
)
|
|
(14,381
|
)
|
||||||
Noncurrent:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Oil derivatives
|
|
$
|
—
|
|
|
$
|
10,626
|
|
|
$
|
—
|
|
|
$
|
10,626
|
|
|
$
|
—
|
|
|
$
|
10,626
|
|
NGL derivatives
|
|
—
|
|
|
1,024
|
|
|
—
|
|
|
1,024
|
|
|
—
|
|
|
1,024
|
|
||||||
Natural gas derivatives
|
|
—
|
|
|
108
|
|
|
—
|
|
|
108
|
|
|
(728
|
)
|
|
(620
|
)
|
||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Oil derivatives
|
|
$
|
—
|
|
|
$
|
(9,059
|
)
|
|
$
|
—
|
|
|
$
|
(9,059
|
)
|
|
$
|
7,907
|
|
|
$
|
(1,152
|
)
|
NGL derivatives
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Natural gas derivatives
|
|
—
|
|
|
(7,290
|
)
|
|
—
|
|
|
(7,290
|
)
|
|
3,267
|
|
|
(4,023
|
)
|
||||||
Oil derivative deferred premiums
|
|
—
|
|
|
—
|
|
|
(16,565
|
)
|
|
(16,565
|
)
|
|
14,381
|
|
|
(2,184
|
)
|
||||||
Noncurrent:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Oil derivatives
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
NGL derivatives
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Natural gas derivatives
|
|
—
|
|
|
(728
|
)
|
|
—
|
|
|
(728
|
)
|
|
728
|
|
|
—
|
|
||||||
Net derivative asset (liability) positions
|
|
$
|
—
|
|
|
$
|
60,071
|
|
|
$
|
(16,565
|
)
|
|
$
|
43,506
|
|
|
$
|
—
|
|
|
$
|
43,506
|
|
(in thousands)
|
|
September 30, 2019
|
||
Remaining 2019
|
|
$
|
1,399
|
|
2020
|
|
477
|
|
|
Total
|
|
$
|
1,876
|
|
Laredo Petroleum, Inc.
|
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Balance of Level 3 at beginning of period
|
|
$
|
(3,270
|
)
|
|
$
|
(25,026
|
)
|
|
$
|
(16,565
|
)
|
|
$
|
(28,683
|
)
|
Change in net present value of derivative deferred premiums(1)
|
|
(14
|
)
|
|
(168
|
)
|
|
(133
|
)
|
|
(564
|
)
|
||||
Total purchases and settlements of derivative deferred premiums:
|
|
|
|
|
|
|
|
|
|
|||||||
Purchases
|
|
—
|
|
|
(2,101
|
)
|
|
—
|
|
|
(7,523
|
)
|
||||
Settlements(2)
|
|
1,415
|
|
|
5,455
|
|
|
14,829
|
|
|
14,930
|
|
||||
Balance of Level 3 at end of period
|
|
$
|
(1,869
|
)
|
|
$
|
(21,840
|
)
|
|
$
|
(1,869
|
)
|
|
$
|
(21,840
|
)
|
(1)
|
These amounts are included in "Interest expense" on the unaudited consolidated statements of operations.
|
(2)
|
The amount for the nine months ended September 30, 2019 includes $7.2 million that represents the present value of deferred premiums settled upon their early termination.
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||||||||||
(in thousands)
|
|
Long-term
debt |
|
Fair
value(1)
|
|
Long-term
debt |
|
Fair
value(1)
|
||||||||
January 2022 Notes
|
|
$
|
450,000
|
|
|
$
|
430,605
|
|
|
$
|
450,000
|
|
|
$
|
402,885
|
|
March 2023 Notes
|
|
350,000
|
|
|
311,500
|
|
|
350,000
|
|
|
316,624
|
|
||||
Senior Secured Credit Facility
|
|
185,000
|
|
|
185,056
|
|
|
190,000
|
|
|
190,054
|
|
||||
Total
|
|
$
|
985,000
|
|
|
$
|
927,161
|
|
|
$
|
990,000
|
|
|
$
|
909,563
|
|
(1)
|
The fair values of the debt outstanding on the January 2022 Notes and the March 2023 Notes were determined using the September 30, 2019 and December 31, 2018 Level 1 fair value hierarchy quoted market price for each respective instrument. The fair value of the outstanding debt on the Senior Secured Credit Facility as of September 30, 2019 and December 31, 2018 was estimated utilizing the Level 2 fair value hierarchy pricing model for similar instruments. See Note 10 in the 2018 Annual Report for information about the fair value hierarchy levels.
|
Laredo Petroleum, Inc.
|
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
(in thousands, except for per share data)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net income (loss) (numerator):
|
|
|
|
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
(264,629
|
)
|
|
$
|
55,050
|
|
|
$
|
(100,738
|
)
|
|
$
|
175,022
|
|
Weighted-average common shares outstanding (denominator):
|
|
|
|
|
|
|
|
|
||||||||
Basic(1)
|
|
231,562
|
|
|
230,605
|
|
|
231,152
|
|
|
233,228
|
|
||||
Dilutive non-vested restricted stock awards
|
|
—
|
|
|
935
|
|
|
—
|
|
|
911
|
|
||||
Dilutive outstanding stock option awards
|
|
—
|
|
|
99
|
|
|
—
|
|
|
68
|
|
||||
Diluted
|
|
231,562
|
|
|
231,639
|
|
|
231,152
|
|
|
234,207
|
|
||||
Net income (loss) per common share:
|
|
|
|
|
|
|
|
|
|
|||||||
Basic
|
|
$
|
(1.14
|
)
|
|
$
|
0.24
|
|
|
$
|
(0.44
|
)
|
|
$
|
0.75
|
|
Diluted
|
|
$
|
(1.14
|
)
|
|
$
|
0.24
|
|
|
$
|
(0.44
|
)
|
|
$
|
0.75
|
|
(1)
|
Weighted-average common shares outstanding used in the calculation of basic and diluted net income (loss) per common share was computed taking into account share repurchases that occurred during the three and nine months ended September 30, 2018. See Note 6.a for additional discussion of the Company's share repurchase program.
|
Laredo Petroleum, Inc.
|
|
|
|
Nine months ended September 30,
|
||||||
(in thousands)
|
|
2019
|
|
2018
|
||||
Supplemental cash flow information:
|
|
|
|
|
||||
Capitalized interest
|
|
$
|
(640
|
)
|
|
$
|
(710
|
)
|
Net cash received (paid) for income taxes(1)
|
|
$
|
691
|
|
|
$
|
(1,116
|
)
|
Supplemental non-cash investing information:
|
|
|
|
|
||||
Decrease in accrued capital expenditures
|
|
$
|
(5,715
|
)
|
|
$
|
(44,533
|
)
|
Capitalized stock-based compensation in evaluated oil and natural gas properties
|
|
$
|
3,166
|
|
|
$
|
6,025
|
|
Capitalized asset retirement costs
|
|
$
|
471
|
|
|
$
|
719
|
|
(1)
|
See Note 14 for additional discussion of the Company's income taxes.
|
(in thousands)
|
|
Nine months ended September 30, 2019
|
||
Right-of-use assets obtained in exchange for operating lease liabilities(1)
|
|
$
|
25,972
|
|
(1)
|
See Note 3 for additional discussion of the Company's leases.
|
Laredo Petroleum, Inc.
|
|
|
|
Nine months ended September 30,
|
||||||
(in thousands)
|
|
2019
|
|
2018
|
||||
Liability at beginning of period
|
|
$
|
56,882
|
|
|
$
|
55,506
|
|
Liabilities added due to acquisitions, drilling, midstream service asset construction and other
|
|
471
|
|
|
719
|
|
||
Accretion expense
|
|
3,077
|
|
|
3,341
|
|
||
Liabilities settled due to plugging and abandonment or removed due to sale
|
|
(2,405
|
)
|
|
(2,246
|
)
|
||
Liability at end of period
|
|
$
|
58,025
|
|
|
$
|
57,320
|
|
Laredo Petroleum, Inc.
|
|
(in thousands)
|
|
September 30, 2019
|
||
Operating lease liabilities
|
|
$
|
3,558
|
|
|
|
Nine months ended September 30,
|
||||||
(in thousands)
|
|
2019
|
|
2018
|
||||
Capital expenditures for oil and natural gas properties
|
|
$
|
10,828
|
|
|
$
|
—
|
|
Laredo Petroleum, Inc.
|
|
(in thousands)
|
|
Laredo
|
|
Subsidiary
Guarantors |
|
Intercompany
eliminations |
|
Consolidated
company |
||||||||
Accounts receivable, net
|
|
$
|
81,110
|
|
|
$
|
1,259
|
|
|
$
|
—
|
|
|
$
|
82,369
|
|
Other current assets
|
|
140,829
|
|
|
1,534
|
|
|
—
|
|
|
142,363
|
|
||||
Oil and natural gas properties, net
|
|
1,831,852
|
|
|
9,006
|
|
|
(26,859
|
)
|
|
1,813,999
|
|
||||
Midstream service assets, net
|
|
—
|
|
|
130,195
|
|
|
—
|
|
|
130,195
|
|
||||
Other fixed assets, net
|
|
33,066
|
|
|
11
|
|
|
—
|
|
|
33,077
|
|
||||
Investment in subsidiaries
|
|
138,374
|
|
|
—
|
|
|
(138,374
|
)
|
|
—
|
|
||||
Other noncurrent assets, net
|
|
72,102
|
|
|
3,546
|
|
|
—
|
|
|
75,648
|
|
||||
Total assets
|
|
$
|
2,297,333
|
|
|
$
|
145,551
|
|
|
$
|
(165,233
|
)
|
|
$
|
2,277,651
|
|
|
|
|
|
|
|
|
|
|
||||||||
Accounts payable and accrued liabilities
|
|
$
|
49,493
|
|
|
$
|
4,115
|
|
|
$
|
—
|
|
|
$
|
53,608
|
|
Other current liabilities
|
|
91,709
|
|
|
500
|
|
|
—
|
|
|
92,209
|
|
||||
Long-term debt, net
|
|
979,972
|
|
|
—
|
|
|
—
|
|
|
979,972
|
|
||||
Other noncurrent liabilities
|
|
70,048
|
|
|
2,562
|
|
|
—
|
|
|
72,610
|
|
||||
Total stockholders' equity
|
|
1,106,111
|
|
|
138,374
|
|
|
(165,233
|
)
|
|
1,079,252
|
|
||||
Total liabilities and stockholders' equity
|
|
$
|
2,297,333
|
|
|
$
|
145,551
|
|
|
$
|
(165,233
|
)
|
|
$
|
2,277,651
|
|
Laredo Petroleum, Inc.
|
|
(in thousands)
|
|
Laredo
|
|
Subsidiary
Guarantors |
|
Intercompany
eliminations |
|
Consolidated
company |
||||||||
Accounts receivable, net
|
|
$
|
83,424
|
|
|
$
|
10,897
|
|
|
$
|
—
|
|
|
$
|
94,321
|
|
Other current assets
|
|
97,045
|
|
|
1,386
|
|
|
—
|
|
|
98,431
|
|
||||
Oil and natural gas properties, net
|
|
2,043,009
|
|
|
9,113
|
|
|
(22,551
|
)
|
|
2,029,571
|
|
||||
Midstream service assets, net
|
|
—
|
|
|
130,245
|
|
|
—
|
|
|
130,245
|
|
||||
Other fixed assets, net
|
|
39,751
|
|
|
68
|
|
|
—
|
|
|
39,819
|
|
||||
Investment in subsidiaries
|
|
128,380
|
|
|
—
|
|
|
(128,380
|
)
|
|
—
|
|
||||
Other noncurrent assets, net
|
|
23,783
|
|
|
4,135
|
|
|
—
|
|
|
27,918
|
|
||||
Total assets
|
|
$
|
2,415,392
|
|
|
$
|
155,844
|
|
|
$
|
(150,931
|
)
|
|
$
|
2,420,305
|
|
|
|
|
|
|
|
|
|
|
||||||||
Accounts payable and accrued liabilities
|
|
$
|
54,167
|
|
|
$
|
15,337
|
|
|
$
|
—
|
|
|
$
|
69,504
|
|
Other current liabilities
|
|
121,297
|
|
|
9,664
|
|
|
—
|
|
|
130,961
|
|
||||
Long-term debt, net
|
|
983,636
|
|
|
—
|
|
|
—
|
|
|
983,636
|
|
||||
Other noncurrent liabilities
|
|
59,511
|
|
|
2,463
|
|
|
—
|
|
|
61,974
|
|
||||
Total stockholders' equity
|
|
1,196,781
|
|
|
128,380
|
|
|
(150,931
|
)
|
|
1,174,230
|
|
||||
Total liabilities and stockholders' equity
|
|
$
|
2,415,392
|
|
|
$
|
155,844
|
|
|
$
|
(150,931
|
)
|
|
$
|
2,420,305
|
|
(in thousands)
|
|
Laredo
|
|
Subsidiary
Guarantors |
|
Intercompany
eliminations |
|
Consolidated
company |
||||||||
Total revenues
|
|
$
|
169,734
|
|
|
$
|
34,221
|
|
|
$
|
(10,386
|
)
|
|
$
|
193,569
|
|
Total costs and expenses
|
|
521,107
|
|
|
32,452
|
|
|
(9,551
|
)
|
|
544,008
|
|
||||
Operating income (loss)
|
|
(351,373
|
)
|
|
1,769
|
|
|
(835
|
)
|
|
(350,439
|
)
|
||||
Interest expense
|
|
(15,191
|
)
|
|
—
|
|
|
—
|
|
|
(15,191
|
)
|
||||
Other non-operating income, net
|
|
100,303
|
|
|
333
|
|
|
(2,102
|
)
|
|
98,534
|
|
||||
Income (loss) before income taxes
|
|
(266,261
|
)
|
|
2,102
|
|
|
(2,937
|
)
|
|
(267,096
|
)
|
||||
Total income tax benefit
|
|
2,467
|
|
|
—
|
|
|
—
|
|
|
2,467
|
|
||||
Net income (loss)
|
|
$
|
(263,794
|
)
|
|
$
|
2,102
|
|
|
$
|
(2,937
|
)
|
|
$
|
(264,629
|
)
|
(in thousands)
|
|
Laredo
|
|
Subsidiary
Guarantors |
|
Intercompany
eliminations |
|
Consolidated
company |
||||||||
Total revenues
|
|
$
|
225,970
|
|
|
$
|
73,463
|
|
|
$
|
(19,687
|
)
|
|
$
|
279,746
|
|
Total costs and expenses
|
|
123,942
|
|
|
69,146
|
|
|
(17,752
|
)
|
|
175,336
|
|
||||
Operating income
|
|
102,028
|
|
|
4,317
|
|
|
(1,935
|
)
|
|
104,410
|
|
||||
Interest expense
|
|
(14,845
|
)
|
|
—
|
|
|
—
|
|
|
(14,845
|
)
|
||||
Other non-operating expense, net
|
|
(28,811
|
)
|
|
(26
|
)
|
|
(4,291
|
)
|
|
(33,128
|
)
|
||||
Income before income taxes
|
|
58,372
|
|
|
4,291
|
|
|
(6,226
|
)
|
|
56,437
|
|
||||
Total income tax expense
|
|
(1,387
|
)
|
|
—
|
|
|
—
|
|
|
(1,387
|
)
|
||||
Net income
|
|
$
|
56,985
|
|
|
$
|
4,291
|
|
|
$
|
(6,226
|
)
|
|
$
|
55,050
|
|
Laredo Petroleum, Inc.
|
|
(in thousands)
|
|
Laredo
|
|
Subsidiary
Guarantors |
|
Intercompany
eliminations |
|
Consolidated
company |
||||||||
Total revenues
|
|
$
|
527,292
|
|
|
$
|
137,804
|
|
|
$
|
(45,937
|
)
|
|
$
|
619,159
|
|
Total costs and expenses
|
|
768,152
|
|
|
130,850
|
|
|
(41,629
|
)
|
|
857,373
|
|
||||
Operating income (loss)
|
|
(240,860
|
)
|
|
6,954
|
|
|
(4,308
|
)
|
|
(238,214
|
)
|
||||
Interest expense
|
|
(46,503
|
)
|
|
—
|
|
|
—
|
|
|
(46,503
|
)
|
||||
Other non-operating income, net
|
|
190,121
|
|
|
718
|
|
|
(7,672
|
)
|
|
183,167
|
|
||||
Income (loss) before income taxes
|
|
(97,242
|
)
|
|
7,672
|
|
|
(11,980
|
)
|
|
(101,550
|
)
|
||||
Total income tax benefit
|
|
812
|
|
|
—
|
|
|
—
|
|
|
812
|
|
||||
Net income (loss)
|
|
$
|
(96,430
|
)
|
|
$
|
7,672
|
|
|
$
|
(11,980
|
)
|
|
$
|
(100,738
|
)
|
(in thousands)
|
|
Laredo
|
|
Subsidiary
Guarantors |
|
Intercompany
eliminations |
|
Consolidated
company |
||||||||
Total revenues
|
|
$
|
632,419
|
|
|
$
|
312,784
|
|
|
$
|
(54,715
|
)
|
|
$
|
890,488
|
|
Total costs and expenses
|
|
345,232
|
|
|
302,143
|
|
|
(49,256
|
)
|
|
598,119
|
|
||||
Operating income
|
|
287,187
|
|
|
10,641
|
|
|
(5,459
|
)
|
|
292,369
|
|
||||
Interest expense
|
|
(42,787
|
)
|
|
—
|
|
|
—
|
|
|
(42,787
|
)
|
||||
Other non-operating expense, net
|
|
(62,532
|
)
|
|
(1,307
|
)
|
|
(9,334
|
)
|
|
(73,173
|
)
|
||||
Income before income taxes
|
|
181,868
|
|
|
9,334
|
|
|
(14,793
|
)
|
|
176,409
|
|
||||
Total income tax expense
|
|
(1,387
|
)
|
|
—
|
|
|
—
|
|
|
(1,387
|
)
|
||||
Net income
|
|
$
|
180,481
|
|
|
$
|
9,334
|
|
|
$
|
(14,793
|
)
|
|
$
|
175,022
|
|
(in thousands)
|
|
Laredo
|
|
Subsidiary
Guarantors |
|
Intercompany
eliminations |
|
Consolidated
company |
||||||||
Net cash provided by operating activities
|
|
$
|
370,191
|
|
|
$
|
4,349
|
|
|
$
|
(7,672
|
)
|
|
$
|
366,868
|
|
Net cash used in investing activities
|
|
(375,999
|
)
|
|
(4,349
|
)
|
|
7,672
|
|
|
(372,676
|
)
|
||||
Net cash used in financing activities
|
|
(7,650
|
)
|
|
—
|
|
|
—
|
|
|
(7,650
|
)
|
||||
Net decrease in cash and cash equivalents
|
|
(13,458
|
)
|
|
—
|
|
|
—
|
|
|
(13,458
|
)
|
||||
Cash and cash equivalents, beginning of period
|
|
45,150
|
|
|
1
|
|
|
—
|
|
|
45,151
|
|
||||
Cash and cash equivalents, end of period
|
|
$
|
31,692
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
31,693
|
|
(in thousands)
|
|
Laredo
|
|
Subsidiary
Guarantors |
|
Intercompany
eliminations |
|
Consolidated
company |
||||||||
Net cash provided by operating activities
|
|
$
|
402,065
|
|
|
$
|
15,797
|
|
|
$
|
(9,334
|
)
|
|
$
|
408,528
|
|
Net cash used in investing activities
|
|
(529,968
|
)
|
|
(15,797
|
)
|
|
9,334
|
|
|
(536,431
|
)
|
||||
Net cash provided by financing activities
|
|
66,151
|
|
|
—
|
|
|
—
|
|
|
66,151
|
|
||||
Net decrease in cash and cash equivalents
|
|
(61,752
|
)
|
|
—
|
|
|
—
|
|
|
(61,752
|
)
|
||||
Cash and cash equivalents, beginning of period
|
|
112,158
|
|
|
1
|
|
|
—
|
|
|
112,159
|
|
||||
Cash and cash equivalents, end of period
|
|
$
|
50,406
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
50,407
|
|
Laredo Petroleum, Inc.
|
|
|
|
|
|
|
|
|
•
|
Oil sales volumes of 2,560 MBbl, compared to 2,651 MBbl for the three months ended September 30, 2018, a 3% decrease over the comparative period;
|
•
|
Oil, NGL and natural gas sales of $169.8 million, compared to $225.9 million for the three months ended September 30, 2018, which is the result of a 35% decrease in average sales price per BOE and was partially offset by a 15% increase in MBOE volumes sold;
|
•
|
Net loss of $264.6 million, including a non-cash full cost ceiling impairment of $397.9 million, compared to net income of $55.1 million for the three months ended September 30, 2018; and
|
•
|
Adjusted EBITDA (a non-GAAP financial measure) of $146.2 million, compared to $160.6 million for the three months ended September 30, 2018. See page 47 for a discussion and reconciliation of Adjusted EBITDA.
|
•
|
Oil sales volumes of 7,865 MBbl, compared to 7,604 MBbl for the nine months ended September 30, 2018, a 3% increase over the comparative period;
|
•
|
Oil, NGL and natural gas sales of $527.0 million, compared to $631.9 million for the nine months ended September 30, 2018, which is the result of a 30% decrease in average sales price per BOE and was partially offset by a 19% increase in MBOE volumes sold;
|
•
|
Net loss of $100.7 million, including a non-cash full cost ceiling impairment of $397.9 million, compared to net income of $175.0 million for the nine months ended September 30, 2018; and
|
•
|
Adjusted EBITDA (a non-GAAP financial measure) of $422.3 million, compared to $456.5 million for the nine months ended September 30, 2018. See page 47 for a discussion and reconciliation of Adjusted EBITDA.
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Depletion expense per BOE sold
|
|
$
|
8.67
|
|
|
$
|
7.94
|
|
|
$
|
8.56
|
|
|
$
|
7.67
|
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Oil sales
|
|
73
|
%
|
|
57
|
%
|
|
70
|
%
|
|
53
|
%
|
NGL sales
|
|
11
|
%
|
|
18
|
%
|
|
12
|
%
|
|
13
|
%
|
Natural gas sales
|
|
4
|
%
|
|
5
|
%
|
|
3
|
%
|
|
5
|
%
|
Midstream service revenues
|
|
1
|
%
|
|
1
|
%
|
|
1
|
%
|
|
1
|
%
|
Sales of purchased oil
|
|
11
|
%
|
|
19
|
%
|
|
14
|
%
|
|
28
|
%
|
Total
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Sales volumes:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Oil (MBbl)
|
|
2,560
|
|
|
2,651
|
|
|
7,865
|
|
|
7,604
|
|
||||
NGL (MBbl)
|
|
2,344
|
|
|
1,987
|
|
|
6,643
|
|
|
5,328
|
|
||||
Natural gas (MMcf)
|
|
15,790
|
|
|
11,577
|
|
|
43,731
|
|
|
32,697
|
|
||||
Oil equivalents (MBOE)(1)(2)
|
|
7,537
|
|
|
6,567
|
|
|
21,797
|
|
|
18,381
|
|
||||
Average daily oil equivalent sales volumes (BOE/D)(2)
|
|
81,921
|
|
|
71,382
|
|
|
79,843
|
|
|
67,330
|
|
||||
Average daily oil sales volumes (Bbl/D)(2)
|
|
27,830
|
|
|
28,812
|
|
|
28,810
|
|
|
27,854
|
|
||||
Sales revenues (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Oil
|
|
$
|
141,709
|
|
|
$
|
160,007
|
|
|
$
|
430,910
|
|
|
$
|
469,972
|
|
NGL
|
|
20,522
|
|
|
50,814
|
|
|
74,954
|
|
|
115,979
|
|
||||
Natural gas
|
|
7,520
|
|
|
15,043
|
|
|
21,126
|
|
|
45,908
|
|
||||
Total oil, NGL and natural gas sales revenues
|
|
$
|
169,751
|
|
|
$
|
225,864
|
|
|
$
|
526,990
|
|
|
$
|
631,859
|
|
Average sales prices(2):
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Oil, without derivatives ($/Bbl)(3)
|
|
$
|
55.35
|
|
|
$
|
60.36
|
|
|
$
|
54.79
|
|
|
$
|
61.80
|
|
NGL, without derivatives ($/Bbl)(3)
|
|
$
|
8.75
|
|
|
$
|
25.57
|
|
|
$
|
11.28
|
|
|
$
|
21.77
|
|
Natural gas, without derivatives ($/Mcf)(3)
|
|
$
|
0.48
|
|
|
$
|
1.30
|
|
|
$
|
0.48
|
|
|
$
|
1.40
|
|
Average sales price, without derivatives ($/BOE)(3)
|
|
$
|
22.52
|
|
|
$
|
34.39
|
|
|
$
|
24.18
|
|
|
$
|
34.38
|
|
Oil, with derivatives ($/Bbl)(4)
|
|
$
|
56.15
|
|
|
$
|
55.41
|
|
|
$
|
53.59
|
|
|
$
|
57.50
|
|
NGL, with derivatives ($/Bbl)(4)
|
|
$
|
13.43
|
|
|
$
|
23.99
|
|
|
$
|
13.83
|
|
|
$
|
20.95
|
|
Natural gas, with derivatives ($/Mcf)(4)
|
|
$
|
1.01
|
|
|
$
|
1.79
|
|
|
$
|
1.09
|
|
|
$
|
1.79
|
|
Average sales price, with derivatives ($/BOE)(4)
|
|
$
|
25.38
|
|
|
$
|
32.78
|
|
|
$
|
25.75
|
|
|
$
|
33.04
|
|
(1)
|
BOE is calculated using a conversion rate of six Mcf per one Bbl.
|
(2)
|
The numbers presented are based on actual amounts and are not calculated using the rounded numbers presented in the table above.
|
(3)
|
Actual prices received when control passes to the purchaser/customer adjusted for quality, transportation fees, geographical differentials, marketing bonuses or deductions and other factors affecting the price received at the delivery point.
|
(4)
|
Price reflects the after-effects of our derivative transactions on our average sales prices. Our calculation of such after-effects includes settlements of matured derivatives during the respective periods in accordance with GAAP and an adjustment to reflect premiums incurred previously or upon settlement that are attributable to derivatives that settled during the respective periods.
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Settlements received (paid) for matured derivatives:
|
|
|
|
|
|
|
|
|
|
|
||||||
Oil
|
|
$
|
5,813
|
|
|
$
|
(7,279
|
)
|
|
$
|
5,199
|
|
|
$
|
(16,623
|
)
|
NGL
|
|
10,964
|
|
|
(3,154
|
)
|
|
16,905
|
|
|
(4,348
|
)
|
||||
Natural gas
|
|
8,468
|
|
|
6,545
|
|
|
26,723
|
|
|
15,028
|
|
||||
Total
|
|
$
|
25,245
|
|
|
$
|
(3,888
|
)
|
|
$
|
48,827
|
|
|
$
|
(5,943
|
)
|
Premiums paid previously or upon settlement attributable to derivatives that matured during the respective period:
|
|
|
|
|
|
|
|
|
|
|
||||||
Oil
|
|
$
|
(3,748
|
)
|
|
$
|
(5,849
|
)
|
|
$
|
(14,589
|
)
|
|
$
|
(16,090
|
)
|
Natural gas
|
|
—
|
|
|
(850
|
)
|
|
—
|
|
|
(2,536
|
)
|
||||
Total
|
|
$
|
(3,748
|
)
|
|
$
|
(6,699
|
)
|
|
$
|
(14,589
|
)
|
|
$
|
(18,626
|
)
|
(in thousands)
|
|
Oil
|
|
NGL
|
|
Natural gas
|
|
Total net
effect of change |
||||||||
2018 Revenues
|
|
$
|
160,007
|
|
|
$
|
50,814
|
|
|
$
|
15,043
|
|
|
$
|
225,864
|
|
Effect of changes in average sales prices
|
|
(12,846
|
)
|
|
(39,436
|
)
|
|
(12,999
|
)
|
|
(65,281
|
)
|
||||
Effect of changes in sales volumes
|
|
(5,452
|
)
|
|
9,144
|
|
|
5,476
|
|
|
9,168
|
|
||||
2019 Revenues
|
|
$
|
141,709
|
|
|
$
|
20,522
|
|
|
$
|
7,520
|
|
|
$
|
169,751
|
|
(in thousands)
|
|
Oil
|
|
NGL
|
|
Natural gas
|
|
Total net
effect of change
|
||||||||
2018 Revenues
|
|
$
|
469,972
|
|
|
$
|
115,979
|
|
|
$
|
45,908
|
|
|
$
|
631,859
|
|
Effect of changes in average sales prices
|
|
(55,194
|
)
|
|
(69,673
|
)
|
|
(40,276
|
)
|
|
(165,143
|
)
|
||||
Effect of changes in sales volumes
|
|
16,132
|
|
|
28,648
|
|
|
15,494
|
|
|
60,274
|
|
||||
2019 Revenues
|
|
$
|
430,910
|
|
|
$
|
74,954
|
|
|
$
|
21,126
|
|
|
$
|
526,990
|
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Midstream service revenues
|
|
$
|
3,079
|
|
|
$
|
2,255
|
|
|
$
|
8,572
|
|
|
$
|
6,590
|
|
Sales of purchased oil
|
|
$
|
20,739
|
|
|
$
|
51,627
|
|
|
$
|
83,597
|
|
|
$
|
252,039
|
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
(in thousands except for per BOE sold data)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Lease operating expenses
|
|
$
|
22,597
|
|
|
$
|
23,873
|
|
|
$
|
68,838
|
|
|
$
|
68,466
|
|
Production and ad valorem taxes
|
|
11,085
|
|
|
14,015
|
|
|
29,632
|
|
|
38,232
|
|
||||
Transportation and marketing expenses
|
|
5,583
|
|
|
5,036
|
|
|
15,233
|
|
|
6,570
|
|
||||
Midstream service expenses
|
|
1,191
|
|
|
728
|
|
|
3,401
|
|
|
1,824
|
|
||||
Costs of purchased oil
|
|
20,741
|
|
|
51,210
|
|
|
83,604
|
|
|
252,452
|
|
||||
General and administrative:
|
|
|
|
|
|
|
|
|
||||||||
Cash
|
|
10,591
|
|
|
14,664
|
|
|
36,183
|
|
|
46,208
|
|
||||
Non-cash stock-based compensation, net(1)
|
|
(1,739
|
)
|
|
8,733
|
|
|
5,244
|
|
|
28,748
|
|
||||
Restructuring expenses
|
|
5,965
|
|
|
—
|
|
|
16,371
|
|
|
—
|
|
||||
Depletion, depreciation and amortization
|
|
69,099
|
|
|
55,963
|
|
|
197,900
|
|
|
152,278
|
|
||||
Impairment expense
|
|
397,890
|
|
|
—
|
|
|
397,890
|
|
|
—
|
|
||||
Other operating expenses
|
|
1,005
|
|
|
1,114
|
|
|
3,077
|
|
|
3,341
|
|
||||
Total costs and expenses
|
|
$
|
544,008
|
|
|
$
|
175,336
|
|
|
$
|
857,373
|
|
|
$
|
598,119
|
|
Average selected costs and expenses per BOE sold(2):
|
|
|
|
|
|
|
|
|
|
|
||||||
Lease operating expenses
|
|
$
|
3.00
|
|
|
$
|
3.63
|
|
|
$
|
3.16
|
|
|
$
|
3.72
|
|
Production and ad valorem taxes
|
|
1.47
|
|
|
2.13
|
|
|
1.36
|
|
|
2.08
|
|
||||
Transportation and marketing expenses
|
|
0.74
|
|
|
0.77
|
|
|
0.70
|
|
|
0.36
|
|
||||
Midstream service expenses
|
|
0.16
|
|
|
0.11
|
|
|
0.16
|
|
|
0.10
|
|
||||
General and administrative:
|
|
|
|
|
|
|
|
|
||||||||
Cash
|
|
1.41
|
|
|
2.23
|
|
|
1.66
|
|
|
2.51
|
|
||||
Non-cash stock-based compensation, net(1)
|
|
(0.23
|
)
|
|
1.33
|
|
|
0.24
|
|
|
1.56
|
|
||||
Depletion, depreciation and amortization
|
|
9.17
|
|
|
8.52
|
|
|
9.08
|
|
|
8.28
|
|
||||
Total selected costs and expenses
|
|
$
|
15.72
|
|
|
$
|
18.72
|
|
|
$
|
16.36
|
|
|
$
|
18.61
|
|
(1)
|
For the three and nine months ended September 30, 2019, non-cash stock-based compensation, net, excluding forfeitures related to our organizational restructuring, was $3.9 million and $16.4 million, respectively, and on a per BOE sold basis was $0.52 and $0.75, respectively.
|
(2)
|
Average selected costs and expenses per BOE sold are based on actual amounts and are not calculated using the rounded numbers presented in the table above.
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Depletion of evaluated oil and natural gas properties
|
|
$
|
65,354
|
|
|
$
|
52,169
|
|
|
$
|
186,662
|
|
|
$
|
140,971
|
|
Depreciation of midstream service assets
|
|
2,575
|
|
|
2,456
|
|
|
7,619
|
|
|
7,321
|
|
||||
Depreciation and amortization of other fixed assets
|
|
1,170
|
|
|
1,338
|
|
|
3,619
|
|
|
3,986
|
|
||||
Total DD&A
|
|
$
|
69,099
|
|
|
$
|
55,963
|
|
|
$
|
197,900
|
|
|
$
|
152,278
|
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Gain (loss) on derivatives, net
|
|
$
|
96,684
|
|
|
$
|
(32,245
|
)
|
|
$
|
136,713
|
|
|
$
|
(69,211
|
)
|
Interest expense
|
|
(15,191
|
)
|
|
(14,845
|
)
|
|
(46,503
|
)
|
|
(42,787
|
)
|
||||
Litigation settlement
|
|
—
|
|
|
—
|
|
|
42,500
|
|
|
—
|
|
||||
Gain (loss) on disposal of assets, net
|
|
1,294
|
|
|
(616
|
)
|
|
(315
|
)
|
|
(4,591
|
)
|
||||
Other income (expense), net
|
|
556
|
|
|
(267
|
)
|
|
4,269
|
|
|
629
|
|
||||
Total non-operating income (expense), net
|
|
$
|
83,343
|
|
|
$
|
(47,973
|
)
|
|
$
|
136,664
|
|
|
$
|
(115,960
|
)
|
(in thousands)
|
|
Three months ended September 30, 2019 compared to 2018
|
|
Nine months ended September 30, 2019 compared to 2018
|
||||
Change in non-cash gain (loss) on derivatives, net
|
|
$
|
95,756
|
|
|
$
|
149,297
|
|
Change in settlements received (paid) for matured derivatives, net
|
|
29,133
|
|
|
54,770
|
|
||
Change in settlements paid for early terminations of derivatives, net
|
|
—
|
|
|
(5,409
|
)
|
||
Change in premiums paid for derivatives
|
|
4,040
|
|
|
7,266
|
|
||
Total change in gain (loss) on derivatives, net
|
|
$
|
128,929
|
|
|
$
|
205,924
|
|
|
|
Nine months ended September 30,
|
||||||
(in thousands)
|
|
2019
|
|
2018
|
||||
Net cash provided by operating activities
|
|
$
|
366,868
|
|
|
$
|
408,528
|
|
Net cash used in investing activities
|
|
(372,676
|
)
|
|
(536,431
|
)
|
||
Net cash (used in) provided by financing activities
|
|
(7,650
|
)
|
|
66,151
|
|
||
Net decrease in cash and cash equivalents
|
|
$
|
(13,458
|
)
|
|
$
|
(61,752
|
)
|
|
|
Nine months ended September 30,
|
||||||
(in thousands)
|
|
2019
|
|
2018
|
||||
Acquisitions of oil and natural gas properties
|
|
$
|
(2,880
|
)
|
|
$
|
(16,340
|
)
|
Capital expenditures:
|
|
|
|
|
||||
Oil and natural gas properties
|
|
(368,182
|
)
|
|
(522,470
|
)
|
||
Midstream service assets
|
|
(6,741
|
)
|
|
(5,764
|
)
|
||
Other fixed assets
|
|
(1,720
|
)
|
|
(5,945
|
)
|
||
Proceeds from disposition of equity method investee, net of selling costs
|
|
—
|
|
|
1,655
|
|
||
Proceeds from disposition of capital assets, net of selling costs
|
|
6,847
|
|
|
12,433
|
|
||
Net cash used in investing activities
|
|
$
|
(372,676
|
)
|
|
$
|
(536,431
|
)
|
|
|
Nine months ended September 30,
|
||||||
(in thousands)
|
|
2019
|
|
2018
|
||||
Borrowings on Senior Secured Credit Facility
|
|
$
|
80,000
|
|
|
$
|
190,000
|
|
Payments on Senior Secured Credit Facility
|
|
(85,000
|
)
|
|
(20,000
|
)
|
||
Share repurchases
|
|
—
|
|
|
(97,055
|
)
|
||
Stock exchanged for tax withholding
|
|
(2,650
|
)
|
|
(4,411
|
)
|
||
Proceeds from exercise of stock options
|
|
—
|
|
|
86
|
|
||
Payments for debt issuance costs
|
|
—
|
|
|
(2,469
|
)
|
||
Net cash (used in) provided by financing activities
|
|
$
|
(7,650
|
)
|
|
$
|
66,151
|
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Oil and natural gas properties(1)
|
|
$
|
76,837
|
|
|
$
|
147,250
|
|
|
$
|
365,839
|
|
|
$
|
486,329
|
|
Midstream service assets
|
|
1,147
|
|
|
383
|
|
|
7,584
|
|
|
3,649
|
|
||||
Other fixed assets
|
|
999
|
|
|
1,255
|
|
|
1,966
|
|
|
6,197
|
|
||||
Total costs incurred, excluding non-budgeted acquisition costs
|
|
$
|
78,983
|
|
|
$
|
148,888
|
|
|
$
|
375,389
|
|
|
$
|
496,175
|
|
(1)
|
See Note 4 included elsewhere in this Quarterly Report for additional information regarding our costs incurred in the exploration and development of oil and natural gas properties.
|
(in millions, except for interest rates)
|
|
Principal
|
|
Interest rate
|
|||
January 2022 Notes
|
|
$
|
450.0
|
|
|
5.625
|
%
|
March 2023 Notes
|
|
350.0
|
|
|
6.250
|
%
|
|
Total senior unsecured notes
|
|
$
|
800.0
|
|
|
|
($ in thousands, except % change)
|
|
September 30, 2019
|
|
December 31, 2018
|
|
$ change
|
|
% change
|
|||||||
Senior Unsecured Notes(1)
|
|
$
|
939,844
|
|
|
$
|
987,031
|
|
|
$
|
(47,187
|
)
|
|
(5
|
)%
|
Firm sale and transportation commitments(2)
|
|
340,545
|
|
|
365,940
|
|
|
(25,395
|
)
|
|
(7
|
)%
|
|||
Senior Secured Credit Facility(3)
|
|
185,000
|
|
|
190,000
|
|
|
(5,000
|
)
|
|
(3
|
)%
|
|||
Asset retirement obligations(4)
|
|
58,025
|
|
|
56,882
|
|
|
1,143
|
|
|
2
|
%
|
|||
Lease commitments(5)
|
|
23,097
|
|
|
34,374
|
|
|
(11,277
|
)
|
|
(33
|
)%
|
|||
Derivative deferred premiums(6)
|
|
1,876
|
|
|
16,797
|
|
|
(14,921
|
)
|
|
(89
|
)%
|
|||
Sand purchase and supply agreement(7)
|
|
—
|
|
|
3,858
|
|
|
(3,858
|
)
|
|
(100
|
)%
|
|||
Total
|
|
$
|
1,548,387
|
|
|
$
|
1,654,882
|
|
|
$
|
(106,495
|
)
|
|
(6
|
)%
|
(1)
|
Values presented include both our principal and interest obligations. The decrease in such balance as of September 30, 2019 is due to our semi-annual interest payments made in January, March, July and September of 2019. See Notes 5.a and 5.b to our unaudited consolidated financial statements included elsewhere in this Quarterly Report for additional discussion of our March 2023 Notes and January 2022 Notes, respectively.
|
(2)
|
We have committed to deliver, for sale or transportation, fixed volumes of product under certain contractual arrangements that specify the delivery of a fixed and determinable quantity. If not fulfilled, we are subject to firm transportation payments on excess pipeline capacity and other contractual penalties. The decrease in such commitments as of September 30, 2019 is mainly due to our fulfillment of contractual commitments, partially offset by new sale commitments and changes to existing transportation commitments. See Note 10.c to our unaudited consolidated financial statements included elsewhere in this Quarterly Report for additional discussion of our firm sale and transportation commitments.
|
(3)
|
This table does not include future loan advances, repayments, commitment fees or other fees on our Senior Secured Credit Facility as we cannot determine with accuracy the timing of such items. Additionally, this table does not include interest expense as it is a floating rate instrument and we cannot determine with accuracy the future interest rates to be charged. The decrease in such balance as of September 30, 2019 is due to our payments, partially offset by our borrowings. As of September 30, 2019, the principal on our Senior Secured Credit Facility is due on April 19, 2023.
|
(4)
|
Amounts represent our asset retirement obligation liabilities. See Note 12 to our unaudited consolidated financial statements included elsewhere in this Quarterly Report for additional discussion of our asset retirement obligations.
|
(5)
|
Amounts represent our minimum lease payments. See Notes 2 and 3 to our unaudited consolidated financial statements included elsewhere in this Quarterly Report for discussion of our adoption of ASC 842 on January 1, 2019. For simplicity, we have combined our drilling contracts into the "Lease Commitments" line item for 2019 presentation purposes. The decrease in lease commitments as of September 30, 2019 is mainly due to the settlements paid for our fulfillment of lease commitments, partially offset by new lease commitments. We have committed to drilling rig contracts with a third party to facilitate our drilling plans. Included in the value in the table is the gross amount we are committed to pay for our drilling contracts, however, we will record our proportionate share based on our working interest in our consolidated financial statements as incurred. See Note 10.b to our unaudited consolidated financial statements included elsewhere in this Quarterly Report for additional discussion of our drilling contracts.
|
(6)
|
Amounts represent payments required for derivative deferred premiums on our commodity hedging contracts. The decrease in premiums as of September 30, 2019 is mainly due to premiums paid for derivatives and settlements paid for early terminations of derivatives. See Note 8.a to our unaudited consolidated financial statements included elsewhere in this Quarterly Report for additional discussion of our deferred premiums.
|
(7)
|
At September 30, 2019, we had met our commitment to purchase sand under this purchase and supply agreement.
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net cash provided by operating activities
|
|
$
|
105,599
|
|
|
$
|
145,927
|
|
|
$
|
366,868
|
|
|
$
|
408,528
|
|
Less:
|
|
|
|
|
|
|
|
|
||||||||
Increase in current assets and liabilities, net
|
|
(21,183
|
)
|
|
(313
|
)
|
|
(48,305
|
)
|
|
(9,685
|
)
|
||||
(Increase) decrease in noncurrent assets and liabilities, net
|
|
(1,124
|
)
|
|
(1,570
|
)
|
|
1,853
|
|
|
(279
|
)
|
||||
Cash flows from operating activities before changes in assets and liabilities, net
|
|
127,906
|
|
|
147,810
|
|
|
413,320
|
|
|
418,492
|
|
||||
Less costs incurred, excluding non-budgeted acquisition costs:
|
|
|
|
|
|
|
|
|
||||||||
Oil and natural gas properties
|
|
76,837
|
|
|
147,250
|
|
|
365,839
|
|
|
486,329
|
|
||||
Midstream service assets
|
|
1,147
|
|
|
383
|
|
|
7,584
|
|
|
3,649
|
|
||||
Other fixed assets
|
|
999
|
|
|
1,255
|
|
|
1,966
|
|
|
6,197
|
|
||||
Total costs incurred, excluding non-budgeted acquisition costs
|
|
78,983
|
|
|
148,888
|
|
|
375,389
|
|
|
496,175
|
|
||||
Free Cash Flow
|
|
$
|
48,923
|
|
|
$
|
(1,078
|
)
|
|
$
|
37,931
|
|
|
$
|
(77,683
|
)
|
•
|
is widely used by investors in the oil and natural gas industry to measure a company's operating performance without regard to items excluded from the calculation of such term, which can vary substantially from company to company depending upon accounting methods, the book value of assets, capital structure and the method by which assets were acquired, among other factors;
|
•
|
helps investors to more meaningfully evaluate and compare the results of our operations from period to period by removing the effect of our capital structure from our operating structure; and
|
•
|
is used by our management for various purposes, including as a measure of operating performance, in presentations to our board of directors and as a basis for strategic planning and forecasting.
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net income (loss)
|
|
$
|
(264,629
|
)
|
|
$
|
55,050
|
|
|
$
|
(100,738
|
)
|
|
$
|
175,022
|
|
Plus:
|
|
|
|
|
|
|
|
|
|
|
||||||
Income tax (benefit) expense
|
|
(2,467
|
)
|
|
1,387
|
|
|
(812
|
)
|
|
1,387
|
|
||||
Depletion, depreciation and amortization
|
|
69,099
|
|
|
55,963
|
|
|
197,900
|
|
|
152,278
|
|
||||
Impairment expense
|
|
397,890
|
|
|
—
|
|
|
397,890
|
|
|
—
|
|
||||
Non-cash stock-based compensation, net
|
|
(1,739
|
)
|
|
8,733
|
|
|
5,244
|
|
|
28,748
|
|
||||
Restructuring expenses
|
|
5,965
|
|
|
—
|
|
|
16,371
|
|
|
—
|
|
||||
Accretion expense
|
|
1,005
|
|
|
1,114
|
|
|
3,077
|
|
|
3,341
|
|
||||
Mark-to-market on derivatives:
|
|
|
|
|
|
|
|
|
||||||||
(Gain) loss on derivatives, net
|
|
(96,684
|
)
|
|
32,245
|
|
|
(136,713
|
)
|
|
69,211
|
|
||||
Settlements received (paid) for matured derivatives, net
|
|
25,245
|
|
|
(3,888
|
)
|
|
48,827
|
|
|
(5,943
|
)
|
||||
Settlements paid for early terminations of derivatives, net
|
|
—
|
|
|
—
|
|
|
(5,409
|
)
|
|
—
|
|
||||
Premiums paid for derivatives
|
|
(1,415
|
)
|
|
(5,455
|
)
|
|
(7,664
|
)
|
|
(14,930
|
)
|
||||
Interest expense
|
|
15,191
|
|
|
14,845
|
|
|
46,503
|
|
|
42,787
|
|
||||
Litigation settlement
|
|
—
|
|
|
—
|
|
|
(42,500
|
)
|
|
—
|
|
||||
(Gain) loss on disposal of assets, net
|
|
(1,294
|
)
|
|
616
|
|
|
315
|
|
|
4,591
|
|
||||
Adjusted EBITDA
|
|
$
|
146,167
|
|
|
$
|
160,610
|
|
|
$
|
422,291
|
|
|
$
|
456,492
|
|
(in thousands)
|
|
10% Increase
|
|
10% Decrease
|
||||
Net asset derivative position
|
|
$
|
78,579
|
|
|
$
|
211,308
|
|
|
|
Maturity year
|
||||||
(in millions except for interest rates)
|
|
2022
|
|
2023(1)
|
||||
Senior Secured Credit Facility
|
|
$
|
—
|
|
|
$
|
185.0
|
|
Floating interest rate
|
|
—
|
%
|
|
3.313
|
%
|
||
January 2022 Notes
|
|
$
|
450.0
|
|
|
$
|
—
|
|
Fixed interest rate
|
|
5.625
|
%
|
|
—
|
%
|
||
March 2023 Notes
|
|
$
|
—
|
|
|
$
|
350.0
|
|
Fixed interest rate
|
|
—
|
%
|
|
6.250
|
%
|
(1)
|
The Senior Secured Credit Facility matures on April 19, 2023, provided that if either the January 2022 Notes or March 2023 Notes have not been refinanced on or prior to the applicable Early Maturity Date, the Senior Secured Credit Facility will mature on such Early Maturity Date.
|
Period
|
|
Total number of shares purchased
|
|
Weighted-average price paid per share
|
|
Total number of shares purchased as
part of publicly announced plans
|
|
Maximum value that may yet be purchased under the program as of the respective period-end date(1)
|
||||||
July 1, 2019 - July 31, 2019
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
102,945,283
|
|
August 1, 2019 - August 31, 2019
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
102,945,283
|
|
September 1, 2019 - September 30, 2019
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
102,945,283
|
|
Total
|
|
—
|
|
|
|
|
—
|
|
|
|
(1)
|
In February 2018, our board of directors authorized a $200 million share repurchase program commencing in February 2018. The repurchase program expires in February 2020. Share repurchases under the share repurchase program may be made through a variety of methods, which may include open market purchases, privately negotiated transactions and block trades. The timing and actual number of shares repurchased, if any, will depend upon several factors, including market conditions, business conditions, the trading price of our common stock and the nature of other investment opportunities available to us.
|
Exhibit Number
|
|
Description
|
|
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
101
|
|
|
The following financial information from Laredo’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Stockholders’ Equity, (iv) Consolidated Statements of Cash Flows and (v) Condensed Notes to the Consolidated Financial Statements.
|
104
|
|
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
|
XML*
|
|
|
Extracted XBRL Instance Document.
|
*
|
Filed herewith.
|
**
|
Furnished herewith.
|
#
|
Management contract or compensatory plan or arrangement.
|
|
LAREDO PETROLEUM, INC.
|
|
|
|
|
Date: November 6, 2019
|
By:
|
/s/ Jason Pigott
|
|
|
Jason Pigott
|
|
|
President and Chief Executive Officer
|
|
|
(principal executive officer)
|
|
|
|
Date: November 6, 2019
|
By:
|
/s/ Michael T. Beyer
|
|
|
Michael T. Beyer
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
(principal financial officer & principal accounting officer)
|
•
|
Title VII of the Civil Rights Act of 1964, as amended, The Civil Rights Act of 1991, as amended, any and all claims arising under state laws related to civil rights or discrimination, The Civil Rights Act of 1866, 1870, and 1871, as amended, and Sections 1981 through 1988 of Title 42 of the United States Code; all of which prohibit discrimination based upon race, color, national origin, religion, or sex.
|
•
|
The Employee Retirement Income Security Act of 1974, as amended (“ERISA”) which protects certain employee benefits (except that the parties agree that by signing this Agreement, you do not waive rights under any claim for benefits that was or may have been filed prior to your execution of this Agreement);
|
•
|
The Immigration Reform and Control Act;
|
•
|
The Americans with Disabilities Act of 1990, as amended (including by the Americans with Disabilities Act Amendments Act of 2008) and The Rehabilitation Act of 1973, which prohibit discrimination against the disabled;
|
•
|
The Workers Adjustment and Retraining Notification Act, which requires advance notice to be given of certain workforce reductions;
|
•
|
The Fair Credit Reporting Act, which controls the use of certain information obtained from third parties;
|
•
|
The Occupational Safety and Health Act of 1970, 29 United States Code § 651 et seq., which regulates workplace safety;
|
•
|
The Family and Medical Leave Act, which requires that employers grant leaves of absence under certain circumstances;
|
•
|
The Age Discrimination in Employment Act of 1967, as amended, which prohibits discrimination based upon age;
|
•
|
The Older Workers Benefit Protection Act (the “OWBPA”);
|
•
|
Any claim under the regulations of the Office of Federal Contract Compliance Programs (41 Code of Federal Regulations § 60 et seq.);
|
•
|
The Fair Labor Standards Act, 29 United States Code § 201 et seq., which regulates wages and hours;
|
•
|
The National Labor Relations Act, 29 United States Code § 151 et seq., which protects the right of employees to organize and bargain collectively with their employer and to engage in other protected, concerted activity;
|
•
|
The Equal Pay Act, which prohibits pay discrimination based upon gender; and
|
•
|
To the extent California law may apply to this Agreement, you hereby expressly waive the provisions of Section 1542 of the California Civil Code, which states: “a general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”
|
•
|
any claim for wages or benefits not otherwise provided for in this Agreement;
|
•
|
any claim for wrongful discharge for refusal to commit an act prohibited by law or public policy;
|
•
|
any claim for intolerable working conditions or for any other reason; any claim pursuant to state or federal laws protecting against “retaliation” or “whistle-blowing”;
|
•
|
any claim arising: (1) by reason of your employment with Laredo as CEO or the cessation of your employment as CEO or the circumstances related to such cessation; or (2) by reason of any other matter, cause or thing whatsoever, from the first date of employment to the Separation Date of this Agreement;
|
•
|
any claim arising under the labor codes of the state in which you work and reside;
|
•
|
any claims for violation of the civil rights and fair employment laws of all states;
|
•
|
any claims arising under the family and medical leave laws of the state in which you work or reside; and
|
•
|
all claims that may lawfully be released.
|
•
|
You are voluntarily signing and entering into this Agreement without reservation after having given the matter full and careful consideration;
|
•
|
You have considered the advice of your advisors in reaching the decision to execute this Agreement;
|
•
|
You have been advised to consult with an attorney before signing this Agreement;
|
•
|
You have been provided twenty-one (21) days during which you may consider whether to sign this Agreement. If you elect to sign this Agreement before the end of the twenty-one (21) day review period, you do so knowingly, willingly and on the advice of counsel, with full understanding that you are waiving a statutory right to consider this Agreement for the entire twenty-one (21) days; and
|
•
|
You warrant that after careful review and study of this Agreement, you understand that the terms set forth herein are those actually agreed upon.
|
i.
|
you will not be a partner, employee, consultant, officer or agent of or to any business that competes with Laredo in the exploration, development and production of crude oil and natural gas within the following counties in the State of Texas: Howard, Glasscock and Reagan; provided, however, nothing in this Subparagraph 6(c)(i) is intended or will be interpreted to preclude you from serving as a member of the board of directors of (x) any company or business or (y) a professional organization such as the National Petroleum Council or The Association of International Petroleum Negotiators, any of which companies, businesses or organizations in clauses (x) or (y) above may have activities or a focus in any of the three such named counties in Texas; and
|
ii.
|
you will not approach or entice or endeavor to entice any employee or consultant of Laredo to terminate his or her employment or contract for services with Laredo;
|
SCHEDULE “A”
(Agreement, Paragraph 2)
PAYMENT AMOUNT
Payment of the Founder’s Bonus and Supplemental COBRA Premium Contributions are subject to the unrevoked execution of the Payment and Release Agreement.
|
|
Founder’s Bonus
|
Payment of an amount equal to $5.85 million, subject to withholding as required by law, which shall be made as soon as administratively feasible, but no sooner than eight (8) days or later than fifteen (15) days following your unrevoked execution and delivery of the Payment and Release Agreement to Laredo.
|
Supplemental COBRA Premium Contributions
|
Subject to COBRA Eligibility and Timely Election:
18 months of Employer contributions beyond October 1, 2019. The value of Laredo’s premium contribution is dependent upon your coverage election.
|
Bank
|
Maximum Credit
Amount
|
Elected Commitment
|
Commitment Percentage
|
Wells Fargo Bank, N.A.
|
$191,666,666.67
|
$95,833,333.34
|
9.583%
|
Bank of America, N.A.
|
$166,666,666.66
|
$83,333,333.32
|
8.333%
|
BMO Harris Financing, Inc.
|
$166,666,666.66
|
$83,333,333.32
|
8.333%
|
Capital One, National Association
|
$166,666,666.66
|
$83,333,333.32
|
8.333%
|
The Bank of Nova Scotia, Houston Branch
|
$141,666,666.66
|
$70,833,333.32
|
7.083%
|
Societe Generale
|
$141,666,666.66
|
$70,833,333.32
|
7.083%
|
ABN AMRO Capital USA LLC
|
$116,666,666.66
|
$58,333,333.34
|
5.833%
|
Barclays Bank PLC
|
$116,666,666.66
|
$58,333,333.34
|
5.833%
|
BOKF, NA DBA Bank of Oklahoma
|
$116,666,666.66
|
$58,333,333.34
|
5.833%
|
Branch Banking and Trust Company
|
$116,666,666.66
|
$58,333,333.34
|
5.833%
|
Credit Suisse AG, Cayman Islands Branch
|
$116,666,666.66
|
$58,333,333.34
|
5.833%
|
Citibank, N.A.
|
$116,666,666.66
|
$58,333,333.34
|
5.833%
|
Compass Bank
|
$116,666,666.66
|
$58,333,333.34
|
5.833%
|
Goldman Sachs Bank USA
|
$116,666,666.66
|
$58,333,333.34
|
5.833%
|
Comerica Bank
|
$91,666,666.66
|
$45,833,333.34
|
4.583%
|
Totals:
|
$2,000,000,000.00
|
$1,000,000,000.00
|
100.00%
|
Administrative Agent
|
Address for Notice
|
Wells Fargo Bank, N.A.
|
Credit Contact:
1445 Ross Ave., Suite 4500, T9216-451
Dallas, TX 75202
Attn: Muhammad A. Dhamani
Tel: 214-721-6430
Email: Muhammad.dhamani@wellsfargo.com
Primary Operations Contact:
1525 W WT Harris Blvd, 1st Floor
Charlotte, NC 28262-8522
MAC D1109-019
Attn: Agency Services
Tel: 704-590-2706
Fax: 704-590-2782
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Laredo Petroleum, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: November 6, 2019
|
|
|
/s/ Jason Pigott
|
|
Jason Pigott
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Laredo Petroleum, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: November 6, 2019
|
|
|
/s/ Michael T. Beyer
|
|
Michael T. Beyer
|
|
Senior Vice President and Chief Financial Officer
|
(1)
|
the Quarterly Report on Form 10-Q of the Company for the period ending September 30, 2019, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
November 6, 2019
|
|
|
/s/ Jason Pigott
|
|
Jason Pigott
|
|
President and Chief Executive Officer
|
November 6, 2019
|
|
|
/s/ Michael T. Beyer
|
|
Michael T. Beyer
|
|
Senior Vice President and Chief Financial Officer
|