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ý
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QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF SECURITIES EXCHANGE ACT OF 1934
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Delaware
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45-4502447
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(State or Other Jurisdiction of
Incorporation or Organization)
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(IRS Employer
Identification Number)
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500 West Texas, Suite 1225
Midland, Texas
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79701
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(Address of Principal Executive Offices)
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(Zip Code)
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Large Accelerated Filer
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¨
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Accelerated Filer
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¨
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Non-Accelerated Filer
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x
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Smaller Reporting Company
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¨
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DIAMONDBACK ENERGY, INC.
TABLE OF CONTENTS
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Page
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ITEM1.
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ITEM 2.
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ITEM 3.
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ITEM 4.
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ITEM 1.
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ITEM 1A.
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ITEM 2.
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ITEM 3.
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ITEM 4.
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ITEM 5.
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ITEM 6.
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•
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business strategy;
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•
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exploration and development drilling prospects, inventories, projects and programs;
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•
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oil and natural gas reserves;
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•
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identified drilling locations;
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•
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ability to obtain permits and governmental approvals;
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•
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technology;
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•
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financial strategy;
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•
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realized oil and natural gas prices;
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•
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production;
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•
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lease operating expenses, general and administrative costs and finding and development costs;
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•
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future operating results; and
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•
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plans, objectives, expectations and intentions.
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June 30,
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December 31,
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||||
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2013
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|
2012
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||||
Assets
|
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||||
Current assets:
|
|
|
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|
||||
Cash and cash equivalents
|
|
$
|
81,898,000
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|
$
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26,358,000
|
|
Accounts receivable:
|
|
|
|
|
||||
Joint interest and other
|
|
7,347,000
|
|
|
5,959,000
|
|
||
Oil and natural gas sales
|
|
16,374,000
|
|
|
8,081,000
|
|
||
Related party
|
|
648,000
|
|
|
772,000
|
|
||
Inventories
|
|
6,271,000
|
|
|
6,195,000
|
|
||
Deferred income taxes
|
|
—
|
|
|
1,857,000
|
|
||
Derivative instruments
|
|
3,191,000
|
|
|
—
|
|
||
Prepaid expenses and other
|
|
807,000
|
|
|
1,053,000
|
|
||
Total current assets
|
|
116,536,000
|
|
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50,275,000
|
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||
|
|
|
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||||
Property and equipment
|
|
|
|
|
||||
Oil and natural gas properties, based on the full cost method of accounting ($118,893,000 and $121,245,000 excluded from amortization at June 30, 2013 and December 31, 2012, respectively)
|
|
847,732,000
|
|
|
697,742,000
|
|
||
Other property and equipment
|
|
4,749,000
|
|
|
2,337,000
|
|
||
Accumulated depletion, depreciation, amortization and impairment
|
|
(171,309,000
|
)
|
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(145,837,000
|
)
|
||
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|
681,172,000
|
|
|
554,242,000
|
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||
|
|
|
|
|
||||
Other assets
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931,000
|
|
|
2,184,000
|
|
||
Total assets
|
|
$
|
798,639,000
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|
|
$
|
606,701,000
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Liabilities and Stockholders’ Equity
|
|
|
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|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable trade
|
|
$
|
22,630,000
|
|
|
$
|
12,141,000
|
|
Accounts payable-related party
|
|
724,000
|
|
|
18,813,000
|
|
||
Accrued capital expenditures
|
|
50,042,000
|
|
|
29,397,000
|
|
||
Other accrued liabilities
|
|
16,065,000
|
|
|
10,649,000
|
|
||
Revenues and royalties payable
|
|
5,020,000
|
|
|
3,270,000
|
|
||
Derivative instruments
|
|
2,679,000
|
|
|
4,817,000
|
|
||
Deferred income taxes
|
|
182,000
|
|
|
—
|
|
||
Note payable-short term
|
|
145,000
|
|
|
145,000
|
|
||
Total current liabilities
|
|
97,487,000
|
|
|
79,232,000
|
|
||
|
|
|
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|
||||
Note payable–long term
|
|
121,000
|
|
|
193,000
|
|
||
Derivative instruments-long term
|
|
—
|
|
|
388,000
|
|
||
Asset retirement obligations-long term
|
|
2,324,000
|
|
|
2,125,000
|
|
||
Deferred income taxes-noncurrent
|
|
71,098,000
|
|
|
62,695,000
|
|
||
Total liabilities
|
|
171,030,000
|
|
|
144,633,000
|
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Contingencies (Note 13)
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|
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Stockholders’ equity:
|
|
|
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|
||||
Common stock, $0.01 par value, 100,000,000 shares authorized, 42,161,532 issued and outstanding at June 30, 2013; 36,986,532 issued and outstanding at December 31, 2012
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|
422,000
|
|
|
370,000
|
|
||
Additional paid-in capital
|
|
659,394,000
|
|
|
513,772,000
|
|
||
Accumulated deficit
|
|
(32,207,000
|
)
|
|
(52,074,000
|
)
|
||
Total stockholders’ equity
|
|
627,609,000
|
|
|
462,068,000
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|
||
Total liabilities and stockholders’ equity
|
|
$
|
798,639,000
|
|
|
$
|
606,701,000
|
|
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Three Months Ended June 30,
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Six Months Ended June 30,
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||||||||||||
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2013
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2012
|
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2013
|
|
2012
|
||||||||
Revenues:
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|
|
|
|
||||||||
Oil sales
|
|
$
|
41,034,000
|
|
|
$
|
14,366,000
|
|
|
$
|
66,287,000
|
|
|
$
|
29,012,000
|
|
Natural gas sales
|
|
988,000
|
|
|
205,000
|
|
|
1,727,000
|
|
|
397,000
|
|
||||
Natural gas sales - related party
|
|
680,000
|
|
|
106,000
|
|
|
1,092,000
|
|
|
261,000
|
|
||||
Natural gas liquid sales
|
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1,649,000
|
|
|
841,000
|
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|
3,471,000
|
|
|
1,575,000
|
|
||||
Natural gas liquid sales - related party
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1,043,000
|
|
|
512,000
|
|
|
1,726,000
|
|
|
1,136,000
|
|
||||
Total revenues
|
|
45,394,000
|
|
|
16,030,000
|
|
|
74,303,000
|
|
|
32,381,000
|
|
||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
||||||||
Lease operating expenses
|
|
5,695,000
|
|
|
3,523,000
|
|
|
10,928,000
|
|
|
5,744,000
|
|
||||
Lease operating expenses - related party
|
|
392,000
|
|
|
6,000
|
|
|
594,000
|
|
|
574,000
|
|
||||
Production taxes
|
|
2,080,000
|
|
|
738,000
|
|
|
3,431,000
|
|
|
1,479,000
|
|
||||
Production taxes - related party
|
|
116,000
|
|
|
44,000
|
|
|
192,000
|
|
|
100,000
|
|
||||
Gathering and transportation
|
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31,000
|
|
|
35,000
|
|
|
106,000
|
|
|
52,000
|
|
||||
Gathering and transportation - related party
|
|
216,000
|
|
|
44,000
|
|
|
274,000
|
|
|
94,000
|
|
||||
Depreciation, depletion and amortization
|
|
14,815,000
|
|
|
5,659,000
|
|
|
25,553,000
|
|
|
10,416,000
|
|
||||
General and administrative expenses
|
|
2,355,000
|
|
|
1,005,000
|
|
|
4,540,000
|
|
|
1,480,000
|
|
||||
General and administrative expenses - related party
|
|
266,000
|
|
|
648,000
|
|
|
552,000
|
|
|
1,357,000
|
|
||||
Asset retirement obligation accretion expense
|
|
45,000
|
|
|
21,000
|
|
|
88,000
|
|
|
41,000
|
|
||||
Total costs and expenses
|
|
26,011,000
|
|
|
11,723,000
|
|
|
46,258,000
|
|
|
21,337,000
|
|
||||
Income from operations
|
|
19,383,000
|
|
|
4,307,000
|
|
|
28,045,000
|
|
|
11,044,000
|
|
||||
Other income (expense)
|
|
|
|
|
|
|
|
|
||||||||
Interest income
|
|
—
|
|
|
1,000
|
|
|
—
|
|
|
2,000
|
|
||||
Interest expense
|
|
(535,000
|
)
|
|
(1,173,000
|
)
|
|
(1,020,000
|
)
|
|
(2,054,000
|
)
|
||||
Other income - related party
|
|
388,000
|
|
|
586,000
|
|
|
777,000
|
|
|
1,011,000
|
|
||||
Gain on derivative instruments, net
|
|
3,037,000
|
|
|
9,957,000
|
|
|
3,029,000
|
|
|
5,165,000
|
|
||||
Loss from equity investment
|
|
—
|
|
|
(54,000
|
)
|
|
—
|
|
|
(67,000
|
)
|
||||
Total other income, net
|
|
2,890,000
|
|
|
9,317,000
|
|
|
2,786,000
|
|
|
4,057,000
|
|
||||
Income before income taxes
|
|
22,273,000
|
|
|
13,624,000
|
|
|
30,831,000
|
|
|
15,101,000
|
|
||||
Provision for income taxes
|
|
|
|
|
|
|
|
|
||||||||
Deferred income tax provision
|
|
7,802,000
|
|
|
—
|
|
|
10,964,000
|
|
|
—
|
|
||||
Net income
|
|
$
|
14,471,000
|
|
|
$
|
13,624,000
|
|
|
$
|
19,867,000
|
|
|
$
|
15,101,000
|
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per common share
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.37
|
|
|
|
|
$
|
0.52
|
|
|
|
||||
Diluted
|
|
$
|
0.36
|
|
|
|
|
$
|
0.52
|
|
|
|
||||
Weighted average common shares outstanding
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
39,402,282
|
|
|
|
|
38,237,149
|
|
|
|
||||||
Diluted
|
|
39,718,574
|
|
|
|
|
38,476,719
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||
|
|
June 30, 2012
|
|
June 30, 2012
|
||||
Pro forma information
|
|
|
|
|
||||
Income before income taxes, as reported
|
|
$
|
13,624,000
|
|
|
$
|
15,101,000
|
|
Pro forma provision for income taxes
|
|
4,857,000
|
|
|
5,384,000
|
|
||
Pro forma net income
|
|
$
|
8,767,000
|
|
|
$
|
9,717,000
|
|
|
|
|
|
|
||||
Pro forma earnings per common share - basic and diluted
|
|
$
|
0.60
|
|
|
$
|
0.66
|
|
Pro forma weighted average common shares outstanding - basic and diluted
|
|
14,697,496
|
|
|
14,697,496
|
|
|
|
Common Stock
|
|
Additional
|
|
Accumulated
|
|
|
||||||||||
|
|
Shares
|
Amount
|
|
Paid-in Capital
|
|
Deficit
|
|
Total
|
|||||||||
Balance December 31, 2012
|
|
36,986,532
|
|
$
|
370,000
|
|
|
$
|
513,772,000
|
|
|
$
|
(52,074,000
|
)
|
|
$
|
462,068,000
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Stock-based compensation
|
|
—
|
|
—
|
|
|
1,183,000
|
|
|
—
|
|
|
1,183,000
|
|
||||
Common shares issued in public offering, net of offering costs
|
|
5,175,000
|
|
52,000
|
|
|
144,439,000
|
|
|
—
|
|
|
144,491,000
|
|
||||
Net income
|
|
—
|
|
—
|
|
|
—
|
|
|
19,867,000
|
|
|
19,867,000
|
|
||||
Balance June 30, 2013
|
|
42,161,532
|
|
$
|
422,000
|
|
|
$
|
659,394,000
|
|
|
$
|
(32,207,000
|
)
|
|
$
|
627,609,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2013
|
|
2012
|
||||
Cash flows from operating activities:
|
|
|
|
|
||||
Net income
|
|
$
|
19,867,000
|
|
|
$
|
15,101,000
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
||||
Provision for deferred income taxes
|
|
10,964,000
|
|
|
—
|
|
||
Asset retirement obligation accretion expense
|
|
88,000
|
|
|
41,000
|
|
||
Depreciation, depletion, and amortization
|
|
25,553,000
|
|
|
10,416,000
|
|
||
Amortization of debt issuance costs
|
|
318,000
|
|
|
212,000
|
|
||
Change in fair value of derivative instruments
|
|
(5,429,000
|
)
|
|
(5,165,000
|
)
|
||
Loss from equity investment
|
|
—
|
|
|
67,000
|
|
||
Equity-based compensation expense
|
|
936,000
|
|
|
582,000
|
|
||
Gain on sale of assets
|
|
(30,000
|
)
|
|
(10,000
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Accounts receivable
|
|
(12,185,000
|
)
|
|
(2,915,000
|
)
|
||
Accounts receivable-related party
|
|
5,110,000
|
|
|
7,111,000
|
|
||
Inventories
|
|
(96,000
|
)
|
|
181,000
|
|
||
Prepaid expenses and other
|
|
(1,517,000
|
)
|
|
(1,590,000
|
)
|
||
Accounts payable and accrued liabilities
|
|
4,543,000
|
|
|
2,058,000
|
|
||
Accounts payable and accrued liabilities-related party
|
|
(74,000
|
)
|
|
(1,484,000
|
)
|
||
Revenues and royalties payable
|
|
1,750,000
|
|
|
(349,000
|
)
|
||
Revenues and royalties payable-related party
|
|
—
|
|
|
(1,595,000
|
)
|
||
Net cash provided by operating activities
|
|
49,798,000
|
|
|
22,661,000
|
|
||
Cash flows from investing activities:
|
|
|
|
|
||||
Additions to oil and natural gas properties
|
|
(108,977,000
|
)
|
|
(50,576,000
|
)
|
||
Additions to oil and natural gas properties-related party
|
|
(9,298,000
|
)
|
|
(4,629,000
|
)
|
||
Acquisition of Gulfport properties
|
|
(18,550,000
|
)
|
|
—
|
|
||
Purchase of other property and equipment
|
|
(1,615,000
|
)
|
|
(637,000
|
)
|
||
Proceeds from sale of property and equipment
|
|
54,000
|
|
|
10,000
|
|
||
Settlement of non-hedge derivative instruments
|
|
(289,000
|
)
|
|
(5,263,000
|
)
|
||
Receipt on derivative margins
|
|
—
|
|
|
1,479,000
|
|
||
Net cash used in investing activities
|
|
(138,675,000
|
)
|
|
(59,616,000
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
||||
Proceeds from borrowings on credit facility
|
|
49,000,000
|
|
|
15,000,000
|
|
||
Repayment on credit facility
|
|
(49,000,000
|
)
|
|
—
|
|
||
Proceeds from note payable - related party
|
|
—
|
|
|
14,100,000
|
|
||
Debt issuance costs
|
|
(72,000
|
)
|
|
(42,000
|
)
|
||
Public offering costs
|
|
(447,000
|
)
|
|
(729,000
|
)
|
||
Proceeds from public offering
|
|
144,936,000
|
|
|
—
|
|
||
Contributions by members
|
|
—
|
|
|
4,008,000
|
|
||
Net cash provided by financing activities
|
|
144,417,000
|
|
|
32,337,000
|
|
||
Net increase (decrease) in cash and cash equivalents
|
|
55,540,000
|
|
|
(4,618,000
|
)
|
||
Cash and cash equivalents at beginning of period
|
|
26,358,000
|
|
|
6,959,000
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
81,898,000
|
|
|
$
|
2,341,000
|
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2013
|
|
2012
|
||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
||||
Interest paid, net of capitalized interest
|
|
$
|
383,000
|
|
|
$
|
876,000
|
|
Supplemental disclosure of non-cash transactions:
|
|
|
|
|
||||
Asset retirement obligation incurred
|
|
$
|
111,000
|
|
|
$
|
95,000
|
|
Distribution of equity method investments
|
|
$
|
—
|
|
|
$
|
10,504,000
|
|
Note payable exchanged for equipment
|
|
$
|
—
|
|
|
$
|
411,000
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
||||
|
|
June 30, 2012
|
|
June 30, 2012
|
|
||||
|
|
(Pro Forma)
|
|
(Pro Forma)
|
|
||||
Pro forma total revenues
|
|
$
|
22,951,000
|
|
|
$
|
46,572,000
|
|
|
Pro forma income from operations
|
|
6,405,000
|
|
|
15,691,000
|
|
|
||
Pro forma net income
|
|
15,722,000
|
|
(1)
|
19,748,000
|
|
(1)
|
|
|
June 30,
|
|
December 31,
|
||||
|
|
2013
|
|
2012
|
||||
Oil and natural gas properties:
|
|
|
|
|
||||
Subject to depletion
|
|
$
|
728,839,000
|
|
|
$
|
576,497,000
|
|
Not subject to depletion-acquisition costs
|
|
|
|
|
||||
Incurred in 2013
|
|
5,984,000
|
|
|
—
|
|
||
Incurred in 2012
|
|
109,059,000
|
|
|
117,395,000
|
|
||
Incurred in 2011
|
|
1,670,000
|
|
|
1,670,000
|
|
||
Incurred in 2010
|
|
1,647,000
|
|
|
1,647,000
|
|
||
Incurred in 2009
|
|
533,000
|
|
|
533,000
|
|
||
Total not subject to depletion
|
|
118,893,000
|
|
|
121,245,000
|
|
||
|
|
|
|
|
||||
Gross oil and natural gas properties
|
|
847,732,000
|
|
|
697,742,000
|
|
||
Less accumulated depreciation, depletion, amortization and impairment
|
|
(170,286,000
|
)
|
|
(145,102,000
|
)
|
||
Oil and natural gas properties, net
|
|
677,446,000
|
|
|
552,640,000
|
|
||
|
|
|
|
|
||||
Other property and equipment
|
|
4,749,000
|
|
|
2,337,000
|
|
||
Less accumulated depreciation
|
|
(1,023,000
|
)
|
|
(735,000
|
)
|
||
Other property and equipment, net
|
|
3,726,000
|
|
|
1,602,000
|
|
||
|
|
|
|
|
||||
Property and equipment, net of accumulated depreciation, depletion, amortization and impairment
|
|
$
|
681,172,000
|
|
|
$
|
554,242,000
|
|
|
Six Months Ended
|
||||||
|
June 30,
|
||||||
|
2013
|
|
2012
|
||||
Asset retirement obligation, beginning of period
|
$
|
2,145,000
|
|
|
$
|
1,104,000
|
|
Additional liability incurred
|
111,000
|
|
|
95,000
|
|
||
Accretion expense
|
88,000
|
|
|
41,000
|
|
||
Asset retirement obligation, end of period
|
2,344,000
|
|
|
1,240,000
|
|
||
Less current portion
|
20,000
|
|
|
19,000
|
|
||
Asset retirement obligations - long-term
|
$
|
2,324,000
|
|
|
$
|
1,221,000
|
|
Financial Covenant
|
|
|
Required Ratio
|
Ratio of EBITDAX to interest expense, as defined in the credit agreement
|
|
Not less than 2.5 to 1.0
|
|
Ratio of total debt to EBITDAX
|
|
Not greater than 4.0 to 1.0
|
|
Ratio of debt under revolving credit agreement to EBITDAX
|
|
Not greater than 3.0 to 1.0
|
|
Ratio of current assets to liabilities, as defined in the credit agreement
|
|
Not less than 1.0 to 1.0
|
|
|
Three Months Ended June 30, 2013
|
|||||||||
|
|
|
|
|
|
Per
|
|||||
|
|
Income
|
|
Shares
|
|
Share
|
|||||
Basic:
|
|
|
|
|
|
|
|||||
Net income attributable to common stock
|
|
$
|
14,471,000
|
|
|
39,402,282
|
|
|
$
|
0.37
|
|
Effect of Dilutive Securities:
|
|
|
|
|
|
|
|||||
Dilutive effect of potential common shares issuable
|
|
$
|
—
|
|
|
316,292
|
|
|
|
||
Diluted:
|
|
|
|
|
|
|
|||||
Net income attributable to common stock
|
|
$
|
14,471,000
|
|
|
39,718,574
|
|
|
$
|
0.36
|
|
|
|
Six Months Ended June 30, 2013
|
|||||||||
|
|
|
|
|
|
Per
|
|||||
|
|
Income
|
|
Shares
|
|
Share
|
|||||
Basic:
|
|
|
|
|
|
|
|||||
Net income attributable to common stock
|
|
$
|
19,867,000
|
|
|
38,237,149
|
|
|
$
|
0.52
|
|
Effect of Dilutive Securities:
|
|
|
|
|
|
|
|||||
Dilutive effect of potential common shares issuable
|
|
$
|
—
|
|
|
239,570
|
|
|
|
||
Diluted:
|
|
|
|
|
|
|
|||||
Net income attributable to common stock
|
|
$
|
19,867,000
|
|
|
38,476,719
|
|
|
$
|
0.52
|
|
|
|
Three Months Ended June 30, 2012
|
|||||||||
|
|
|
|
|
|
Per
|
|||||
|
|
Income
|
|
Shares
|
|
Share
|
|||||
Basic:
|
|
|
|
|
|
|
|||||
Pro forma net income attributable to common stock
|
|
$
|
8,767,000
|
|
|
14,697,496
|
|
|
$
|
0.60
|
|
Effect of Dilutive Securities:
|
|
|
|
|
|
|
|||||
Dilutive effect of potential common shares issuable
|
|
$
|
—
|
|
|
—
|
|
|
|
||
Diluted:
|
|
|
|
|
|
|
|||||
Pro forma net income attributable to common stock
|
|
$
|
8,767,000
|
|
|
14,697,496
|
|
|
$
|
0.60
|
|
|
|
Six Months Ended June 30, 2012
|
|||||||||
|
|
|
|
|
|
Per
|
|||||
|
|
Income
|
|
Shares
|
|
Share
|
|||||
Basic:
|
|
|
|
|
|
|
|||||
Pro forma net income attributable to common stock
|
|
$
|
9,717,000
|
|
|
14,697,496
|
|
|
$
|
0.66
|
|
Effect of Dilutive Securities:
|
|
|
|
|
|
|
|||||
Dilutive effect of potential common shares issuable
|
|
$
|
—
|
|
|
—
|
|
|
|
||
Diluted:
|
|
|
|
|
|
|
|||||
Pro forma net income attributable to common stock
|
|
$
|
9,717,000
|
|
|
14,697,496
|
|
|
$
|
0.66
|
|
|
|
|
|
Weighted Average
|
|
|
|||||||
|
|
|
|
Exercise
|
|
Remaining
|
|
Intrinsic
|
|||||
|
|
Options
|
|
Price
|
|
Term
|
|
Value
|
|||||
|
|
|
|
|
|
(In years)
|
|
|
|||||
Outstanding at December 31, 2012
|
|
850,000
|
|
|
$
|
17.50
|
|
|
|
|
|
||
Granted
|
|
63,000
|
|
|
$
|
22.72
|
|
|
|
|
|
||
Exercised
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Expired/Forfeited
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Outstanding at June 30, 2013
|
|
913,000
|
|
|
$
|
17.86
|
|
|
3.28
|
|
$
|
14,115,000
|
|
|
|
|
|
|
|
|
|
|
|||||
Vested and Expected to vest at June 30, 2013
|
|
913,000
|
|
|
$
|
17.86
|
|
|
3.28
|
|
$
|
14,115,000
|
|
Exercisable at June 30, 2013
|
|
287,500
|
|
|
$
|
17.50
|
|
|
2.99
|
|
$
|
4,548,000
|
|
|
|
|
|
Weighted Average
|
|||
|
|
Restricted Stock
|
|
Grant-Date
|
|||
|
|
Awards & Units
|
|
Fair Value
|
|||
Unvested at December 31, 2012
|
|
206,507
|
|
|
$
|
17.50
|
|
Granted
|
|
—
|
|
|
$
|
—
|
|
Vested
|
|
14,286
|
|
|
$
|
17.50
|
|
Forfeited
|
|
—
|
|
|
$
|
—
|
|
Unvested at June 30, 2013
|
|
192,221
|
|
|
$
|
17.50
|
|
Crude Oil—NYMEX West Texas Intermediate Fixed Price Swap
|
|
|
|
||||
|
|
|
|
|
|||
Production Period
|
|
Volume (Bbls)
|
|
Fixed Swap Price
|
|||
July–December 2013
|
184,000
|
|
|
$
|
80.55
|
|
|
|
|
|
|
|
|||
Crude Oil—Argus Louisiana Light Sweet Fixed Price Swap
|
|
|
|
||||
|
|
|
|
|
|||
Production Period
|
|
Volume (Bbls)
|
|
Fixed Swap Price
|
|||
July - December 2013
|
|
184,000
|
|
|
$
|
100.20
|
|
January - June 2014
|
|
181,000
|
|
|
100.20
|
|
|
|
|
|
|
|
|||
Crude Oil—ICE Brent Fixed Price Swap
|
|
|
|
||||
|
|
|
|
|
|||
Production Period
|
|
Volume (Bbls)
|
|
Fixed Swap Price
|
|||
July–December 2013
|
184,000
|
|
|
$
|
109.70
|
|
|
January–April 2014
|
|
120,000
|
|
|
109.70
|
|
|
|
June 30,
|
|
December 31,
|
||||
|
|
2013
|
|
2012
|
||||
Current Assets: Derivative instruments
|
|
$
|
3,191,000
|
|
|
$
|
—
|
|
Noncurrent Assets: Derivative instruments
|
|
—
|
|
|
—
|
|
||
Total Assets
|
|
$
|
3,191,000
|
|
|
$
|
—
|
|
|
|
|
|
|
||||
Current Liabilities: Derivative instruments
|
|
$
|
2,679,000
|
|
|
$
|
4,817,000
|
|
Noncurrent Liabilities: Derivative instruments
|
|
—
|
|
|
388,000
|
|
||
Total Liabilities
|
|
$
|
2,679,000
|
|
|
$
|
5,205,000
|
|
|
|
June 30, 2013
|
||||||||||
|
|
Gross Amounts of Recognized Assets
|
|
Gross Amounts Offset in the Consolidated Balance Sheet
|
|
Net Amounts of Assets Presented in the Consolidated Balance Sheet
|
||||||
Derivative assets:
|
|
|
|
|
|
|
||||||
Crude Oil—ICE Brent Fixed Price Swap
|
$
|
2,891,000
|
|
|
$
|
—
|
|
|
$
|
2,891,000
|
|
|
Crude Oil—Argus Louisiana Light Sweet Fixed Price Swap
|
300,000
|
|
|
—
|
|
|
300,000
|
|
||||
|
|
|
|
|
|
|
||||||
|
|
Gross Amounts of Recognized Liabilities
|
|
Gross Amounts Offset in the Consolidated Balance Sheet
|
|
Net Amounts of Liabilities Presented in the Consolidated Balance Sheet
|
||||||
Derivative liabilities:
|
|
|
|
|
|
|
||||||
Crude Oil—NYMEX West Texas Intermediate Fixed Price Swap
|
$
|
2,679,000
|
|
|
$
|
—
|
|
|
$
|
2,679,000
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2012
|
||||||||||
|
|
Gross Amounts of Recognized Liabilities
|
|
Gross Amounts Offset in the Consolidated Balance Sheet
|
|
Net Amounts of Liabilities Presented in the Consolidated Balance Sheet
|
||||||
Derivative liabilities:
|
|
|
|
|
|
|
||||||
Crude Oil—NYMEX West Texas Intermediate Fixed Price Swap
|
$
|
5,205,000
|
|
|
$
|
—
|
|
|
$
|
5,205,000
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Unrealized gain on open non-hedge derivative instruments
|
|
$
|
3,893,000
|
|
|
$
|
12,065,000
|
|
|
$
|
5,428,000
|
|
|
$
|
8,638,000
|
|
Loss on settlement of non-hedge derivative instruments
|
|
(856,000
|
)
|
|
(2,108,000
|
)
|
|
(2,399,000
|
)
|
|
(3,473,000
|
)
|
||||
Gain on derivative instruments
|
|
$
|
3,037,000
|
|
|
$
|
9,957,000
|
|
|
$
|
3,029,000
|
|
|
$
|
5,165,000
|
|
|
|
|
Fair value measurements at June 30, 2013 using:
|
|
|
||||||||||||
|
|
Quoted Prices in Active Markets Level 1
|
|
Significant Other Observable Inputs
Level 2
|
|
Significant Unobservable Inputs
Level 3
|
|
Total
|
|||||||||
Assets:
|
|
|
|||||||||||||||
Fixed price swaps
|
|
$
|
—
|
|
|
$
|
3,191,000
|
|
|
$
|
—
|
|
|
$
|
3,191,000
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|||||||||
Fixed price swaps
|
|
—
|
|
|
2,679,000
|
|
|
—
|
|
|
2,679,000
|
|
|||||
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
Fair value measurements at December 31, 2012 using:
|
|
|
||||||||||||
|
|
Quoted Prices in Active Markets Level 1
|
|
Significant Other Observable Inputs
Level 2
|
|
Significant Unobservable Inputs
Level 3
|
|
Total
|
|||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|||||||||
Fixed price swaps
|
|
$
|
—
|
|
|
$
|
5,205,000
|
|
|
$
|
—
|
|
|
$
|
5,205,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2013
|
|
December 31, 2012
|
||||||||||||
|
|
Carrying
|
|
|
|
Carrying
|
|
|
||||||||
|
|
Amount
|
|
Fair Value
|
|
Amount
|
|
Fair Value
|
||||||||
Debt:
|
|
|
|
|
|
|
|
|
||||||||
Note payable
|
|
$
|
266,000
|
|
|
$
|
249,000
|
|
|
$
|
338,000
|
|
|
$
|
305,000
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
|
(unaudited)
|
|
(unaudited)
|
||||||||||||
Operating Results:
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
|
|
|
|
|
|
|
|
||||||||
Oil and natural gas revenues
|
|
$
|
45,394,000
|
|
|
$
|
16,030,000
|
|
|
$
|
74,303,000
|
|
|
$
|
32,381,000
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
||||||||
Lease operating expense
|
|
6,087,000
|
|
|
3,529,000
|
|
|
11,522,000
|
|
|
6,318,000
|
|
||||
Production taxes
|
|
2,196,000
|
|
|
782,000
|
|
|
3,623,000
|
|
|
1,579,000
|
|
||||
Gathering and transportation expense
|
|
247,000
|
|
|
79,000
|
|
|
380,000
|
|
|
146,000
|
|
||||
Depreciation, depletion and amortization
|
|
14,815,000
|
|
|
5,659,000
|
|
|
25,553,000
|
|
|
10,416,000
|
|
||||
General and administrative
|
|
2,621,000
|
|
|
1,653,000
|
|
|
5,092,000
|
|
|
2,837,000
|
|
||||
Asset retirement obligation accretion expense
|
|
45,000
|
|
|
21,000
|
|
|
88,000
|
|
|
41,000
|
|
||||
Total expenses
|
|
26,011,000
|
|
|
11,723,000
|
|
|
46,258,000
|
|
|
21,337,000
|
|
||||
Income from operations
|
|
19,383,000
|
|
|
4,307,000
|
|
|
28,045,000
|
|
|
11,044,000
|
|
||||
Net interest expense
|
|
(535,000
|
)
|
|
(1,172,000
|
)
|
|
(1,020,000
|
)
|
|
(2,052,000
|
)
|
||||
Other income - related party
|
|
388,000
|
|
|
586,000
|
|
|
777,000
|
|
|
1,011,000
|
|
||||
Gain on derivative instruments, net
|
|
3,037,000
|
|
|
9,957,000
|
|
|
3,029,000
|
|
|
5,165,000
|
|
||||
Loss from equity investment
|
|
—
|
|
|
(54,000
|
)
|
|
—
|
|
|
(67,000
|
)
|
||||
Total other income
|
|
2,890,000
|
|
|
9,317,000
|
|
|
2,786,000
|
|
|
4,057,000
|
|
||||
Income before income taxes
|
|
22,273,000
|
|
|
13,624,000
|
|
|
30,831,000
|
|
|
15,101,000
|
|
||||
Provision for deferred income taxes
|
|
7,802,000
|
|
|
—
|
|
|
10,964,000
|
|
|
—
|
|
||||
Net income
|
|
$
|
14,471,000
|
|
|
$
|
13,624,000
|
|
|
$
|
19,867,000
|
|
|
$
|
15,101,000
|
|
|
|
|
|
|
|
|
|
|
||||||||
Production Data:
|
|
|
|
|
|
|
|
|
||||||||
Oil (Bbls)
|
|
447,203
|
|
|
166,385
|
|
|
748,244
|
|
|
317,906
|
|
||||
Natural gas (Mcf)
|
|
408,530
|
|
|
157,835
|
|
|
759,568
|
|
|
290,171
|
|
||||
Natural gas liquids (Bbls)
|
|
84,360
|
|
|
35,678
|
|
|
155,689
|
|
|
65,188
|
|
||||
Combined volumes (Boe)
|
|
599,651
|
|
|
228,369
|
|
|
1,030,528
|
|
|
431,456
|
|
||||
Daily combined volumes (Boe/d)
|
|
6,590
|
|
|
2,510
|
|
|
5,694
|
|
|
2,371
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Average Prices
(1)
:
|
|
|
|
|
|
|
|
|
||||||||
Oil (per Bbl)
|
|
$
|
91.76
|
|
|
$
|
86.34
|
|
|
$
|
88.59
|
|
|
$
|
91.26
|
|
Natural gas (per Mcf)
|
|
4.08
|
|
|
1.97
|
|
|
3.71
|
|
|
2.27
|
|
||||
Natural gas liquids (per Bbl)
|
|
31.91
|
|
|
37.92
|
|
|
33.38
|
|
|
41.59
|
|
||||
Combined (per BOE)
|
|
75.70
|
|
|
70.19
|
|
|
72.10
|
|
|
75.05
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Average Costs (per BOE)
|
|
|
|
|
|
|
|
|
||||||||
Lease operating expense
|
|
$
|
10.15
|
|
|
$
|
15.45
|
|
|
$
|
11.18
|
|
|
$
|
14.64
|
|
Gathering and transportation expense
|
|
0.41
|
|
|
0.35
|
|
|
0.37
|
|
|
0.34
|
|
||||
Production taxes
|
|
3.66
|
|
|
3.42
|
|
|
3.52
|
|
|
3.66
|
|
||||
Production taxes as a % of sales
|
|
4.8
|
%
|
|
4.9
|
%
|
|
4.9
|
%
|
|
4.9
|
%
|
||||
Depreciation, depletion, and amortization
|
|
24.71
|
|
|
24.78
|
|
|
24.80
|
|
|
24.14
|
|
||||
General and administrative
|
|
4.37
|
|
|
7.24
|
|
|
4.94
|
|
|
6.58
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
Change in prices
|
|
Production volumes
(1)
|
|
Total net dollar effect of change
|
||||||
|
Effect of changes in price:
|
|
|
|
|
|
|
||||||
|
Oil
|
|
$
|
5.42
|
|
|
447,203
|
|
|
$
|
2,423,000
|
|
|
|
Natural gas liquids
|
|
$
|
(6.01
|
)
|
|
84,360
|
|
|
$
|
(507,000
|
)
|
|
|
Natural gas
|
|
$
|
2.11
|
|
|
408,530
|
|
|
$
|
862,000
|
|
|
|
Total revenues due to change in price
|
|
|
|
|
|
$
|
2,778,000
|
|
||||
|
|
|
Change in production volumes
(1)
|
|
Prior period Average Prices
|
|
Total net dollar effect of change
|
||||||
|
Effect of changes in production volumes:
|
|
|
|
|
|
|
||||||
|
Oil
|
|
280,818
|
|
|
$
|
86.34
|
|
|
$
|
24,246,000
|
|
|
|
Natural gas liquids
|
|
48,682
|
|
|
$
|
37.92
|
|
|
$
|
1,846,000
|
|
|
|
Natural gas
|
|
250,695
|
|
|
$
|
1.97
|
|
|
$
|
494,000
|
|
|
|
Total revenues due to change in production volumes
|
|
|
|
|
|
$
|
26,586,000
|
|
||||
|
Total change in revenues
|
|
|
|
|
|
$
|
29,364,000
|
|
|
|
|
|
|
|
|
|
|
(1
|
)
|
Production volumes are presented in Bbls for oil and natural gas liquids and Mcf for natural gas
|
|
|
|
Change in prices
|
|
Production volumes
(1)
|
|
Total net dollar effect of change
|
||||||
|
Effect of changes in price:
|
|
|
|
|
|
|
||||||
|
Oil
|
|
$
|
(2.67
|
)
|
|
748,244
|
|
|
$
|
(1,998,000
|
)
|
|
|
Natural gas liquids
|
|
$
|
(8.21
|
)
|
|
155,689
|
|
|
$
|
(1,278,000
|
)
|
|
|
Natural gas
|
|
$
|
1.44
|
|
|
759,568
|
|
|
$
|
1,096,000
|
|
|
|
Total revenues due to change in price
|
|
|
|
|
|
$
|
(2,180,000
|
)
|
||||
|
|
|
Change in production volumes
(1)
|
|
Prior period Average Prices
|
|
Total net dollar effect of change
|
||||||
|
Effect of changes in production volumes:
|
|
|
|
|
|
|
||||||
|
Oil
|
|
430,338
|
|
|
$
|
91.26
|
|
|
$
|
39,273,000
|
|
|
|
Natural gas liquids
|
|
90,501
|
|
|
$
|
41.59
|
|
|
$
|
3,764,000
|
|
|
|
Natural gas
|
|
469,397
|
|
|
$
|
2.27
|
|
|
$
|
1,065,000
|
|
|
|
Total revenues due to change in production volumes
|
|
|
|
|
|
$
|
44,102,000
|
|
||||
|
Total change in revenues
|
|
|
|
|
|
$
|
41,922,000
|
|
|
|
|
|
|
|
|
|
|
(1
|
)
|
Production volumes are presented in Bbls for oil and natural gas liquids and Mcf for natural gas
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2013
|
|
2012
|
||||
Net cash provided by operating activities
|
|
$
|
49,798,000
|
|
|
$
|
22,661,000
|
|
Net cash used in investing activities
|
|
(138,675,000
|
)
|
|
(59,616,000
|
)
|
||
Net cash provided by financing activities
|
|
$
|
144,417,000
|
|
|
$
|
32,337,000
|
|
Net change in cash
|
|
$
|
55,540,000
|
|
|
$
|
(4,618,000
|
)
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2013
|
|
2012
|
||||
Drilling and completion of wells
|
|
$
|
(112,083,000
|
)
|
|
$
|
(49,294,000
|
)
|
Purchase of leasehold acquisitions
|
|
(6,192,000
|
)
|
|
(5,911,000
|
)
|
||
Acquisition of Gulfport properties
|
|
(18,550,000
|
)
|
|
—
|
|
||
Purchase of other property and equipment
|
|
(1,615,000
|
)
|
|
(637,000
|
)
|
||
Proceeds from sale of property and equipment
|
|
54,000
|
|
|
10,000
|
|
||
Settlement of non-hedge derivative instruments
|
|
(289,000
|
)
|
|
(5,263,000
|
)
|
||
Receipt on derivative margins
|
|
—
|
|
|
1,479,000
|
|
||
Net cash used in investing activities
|
|
$
|
(138,675,000
|
)
|
|
$
|
(59,616,000
|
)
|
Financial Covenant
|
|
|
Required Ratio
|
Ratio of EBITDAX to interest expense, as defined in the credit agreement
|
|
Not less than 2.5 to 1.0
|
|
Ratio of total debt to EBITDAX
|
|
Not greater than 4.0 to 1.0
|
|
Ratio of debt under revolving credit agreement to EBITDAX
|
|
Not greater than 3.0 to 1.0
|
|
Ratio of current assets to liabilities, as defined in the credit agreement
|
|
Not less than 1.0 to 1.0
|
•
|
$267.6 million for the drilling and completion of operated wells of which approximately 65% is allocated to horizontal wells;
|
•
|
$9.0 million for our participation in the drilling and completion of non-operated wells; and
|
•
|
$25.0 million for the construction of infrastructure to support production, including investments in water disposal infrastructure and gathering line projects.
|
Exhibit
Number
|
|
Description
|
|
|
|
3.1
|
|
Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Form 10-Q, File No. 001-35700, filed by the Company with the SEC on November 16, 2012).
|
3.2
|
|
Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Form 10-Q, File No. 001-35700, filed by the Company with the SEC on November 16, 2012).
|
4.1
|
|
Specimen certificate for shares of common stock, par value $0.01 per share, of the Company (incorporated by reference to Exhibit 4.1 to Amendment No. 4 to the Registration Statement on Form S-1, File No. 333-179502, filed by the Company with the SEC on August 20, 2012).
|
4.2
|
|
Registration Rights Agreement, dated as of October 11, 2012, by and between the Company and DB Energy Holdings LLC (incorporated by reference to Exhibit 4.2 to the Form 10-Q, File No. 001-35700, filed by the Company with the SEC on November 16, 2012).
|
4.3
|
|
Investor Rights Agreement, dated as of October 11, 2012, by and between the Company and Gulfport Energy Corporation (incorporated by reference to Exhibit 4.3 to the Form 10-Q, File No. 001-35700, filed by the Company with the SEC on November 16, 2012).
|
10.1+
|
|
Form of Amendment to Restricted Stock Unit Certificate (incorporated by reference to Exhibit 10.38 to the Form 10-K/A, File No. 001-35700, filed by the Company with the SEC on April 11, 2013).
|
10.2
|
|
Lease Amendment No. 6 effective May 1, 2013 to Lease Agreement dated as of April 19, 2011, as amended, by and between Fasken Midland, LLC and Windsor Permian LLC (incorporated by reference to Exhibit 10.39 to the Form 10-K/A, File No. 001-35700, filed by the Company with the SEC on April 11, 2013).
|
10.3
|
|
First Amendment to Office Lease Agreement effective as of April 1, 2013 by and between Caliber Investment Group LLC and Diamondback E&P LLC (incorporated by reference to Exhibit 10.40 to the Registration Statement on Form S-1, File No. 333-189176, filed by the Company with the SEC on June 7, 2013).
|
10.4*
|
|
Lease Amendment No. 7 effective September 1, 2013 to Lease Agreement dated as of April 19, 2011, as amended, by and between Fasken Midland, LLC and Diamondback E&P LLC.
|
10.5*
|
|
Lease Amendment No. 8 effective October 1, 2013 to Lease Agreement dated as of April 19, 2011, as amended, by and between Fasken Midland, LLC and Diamondback E&P LLC.
|
31.1*
|
|
Certification of Chief Executive Officer of the Registrant pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended.
|
31.2*
|
|
Certification of Chief Financial Officer of the Registrant pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended.
|
32.1++
|
|
Certification of Chief Executive Officer of the Registrant pursuant to Rule 13a-14(b) promulgated under the Securities Exchange Act of 1934, as amended, and Section 1350 of Chapter 63 of Title 18 of the United States Code.
|
32.2++
|
|
Certification of Chief Financial Officer of the Registrant pursuant to Rule 13a-14(b) promulgated under the Securities Exchange Act of 1934, as amended, and Section 1350 of Chapter 63 of Title 18 of the United States Code.
|
101.INS**
|
|
XBRL Instance Document.
|
101.SCH**
|
|
XBRL Taxonomy Extension Schema Document.
|
101.CAL**
|
|
XBRL Taxonomy Extension Calculation Linkbase.
|
101.DEF**
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
101.LAB**
|
|
XBRL Taxonomy Extension Labels Linkbase Document.
|
101.PRE**
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
*
|
Filed herewith.
|
**
|
Furnished herewith. Pursuant to Rule 406T of Regulation S-T, these interactive data files are being furnished herewith and are not deemed filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are not deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under these sections.
|
+
|
Management contract, compensatory plan or arrangement.
|
++
|
The certifications attached as Exhibit 32.1 and Exhibit 32.2 accompany this Quarterly Report on Form 10-Q pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed “filed” by the Registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
|
|
|
|
DIAMONDBACK ENERGY, INC.
|
|
|
|
|
Date:
|
August 7, 2013
|
|
|
|
|
|
/s/ Travis D. Stice
|
|
|
|
Travis D. Stice
|
|
|
|
Chief Executive Officer
|
|
|
|
|
|
|
|
/s/ Teresa L. Dick
|
|
|
|
Teresa L. Dick
|
|
|
|
Chief Financial Officer
|
1.
|
LEASED PREMISES
. Effective September 1, 2013, the provisions of paragraph 1.5 are hereby deleted and the following substituted in lieu thereof:
|
2.
|
TERM
. The Lease Term for the Suite 1230 Expansion Space added by this amendment shall be for two (2) years and nine (9) months, commencing September 1, 2013 and terminating May 31, 2016.
|
3.
|
RENT
. Effective September 1, 2013, the Base Rent table set forth on Exhibit C of the Lease, Section 2 (Rent) of Lease Amendment #1, Exhibit C-1 of Lease Amendment #2, Exhibit C-2 of Lease Amendment #3, Exhibit C-3 of Lease Amendment #4, Exhibit C-4 of Lease Amendment #5 and Exhibit C-5 of Lease Amendment #6 are hereby deleted and the attached Exhibit C-6 shall be substituted in lieu thereof/
|
4.
|
FINISH OUT
. Lessee accepts the Leased Premises in “as is” condition and no other finish out shall be required of Lessor. Any alterations to the Leased Premises shall be at Lessee’s sole expense and responsibility.
|
5.
|
PARKING
. Effective September 1, 2013, Lessor agrees to provide up to three (3) additional parking spaces in the attached parking garage, at the following rates per space per month plus applicable sales tax at Lessee’s election herein:
|
6.
|
SUBJECT TO VACATING
. Lessor’s duty to tender possession of the Suite 1230 Expansion Space added to the Leased Premises hereunder is subject to the current tenant vacating the Suite 1230 Expansion Space. Provided, however, that if the current tenant does not vacate the Suite 1230 Expansion Space within six (6) months from the proposed effective date hereof, Lessee shall have the right to terminate its obligation to lease the Suite 1230 Expansion Space by delivery of written notification to Lessor.
|
7.
|
RATIFICATION
. Lessor and Lessee do hereby ratify and affirm all of the terms, conditions and covenants of the Lease Agreement, as amended herein.
|
|
|
Original Leased Premises - Suite 1210 - 1,586 Sq. Ft.
|
|
Suite 1220 Expansion Space - 1,489 Sq. Ft.
|
||||||||
Months
|
|
Annual Rate
Per SF for
Original Leased
Premises
|
|
Annual Rent
for Original
Leased
Premises
|
|
Monthly Rent
for Original
Leased
Premises
|
|
Annual Rate
Per SF for
Suite 1220
Expansion
Space
|
|
Annual
Rent
for
Suite 1220
Expansion
Space
|
|
Monthly
Rent for
Suite 1220
Expansion
Space
|
8/1/11 until Termination of Amendment #2 for Basement Expansion Space - Terminated 9/30/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
08/01/11 - 10/31/11
|
|
$16.00
|
|
$25,376.00
|
|
$2,114.67
|
|
|
|
|
|
|
11/1/11 - 11/30/11
|
|
$16.00
|
|
$25,376.00
|
|
$2,114.67
|
|
$16.00
|
|
$23,824.00
|
|
$1,985.33
|
12/1/11 - 1/31/12
|
|
$16.00
|
|
$25,376.00
|
|
$2,114.67
|
|
$16.00
|
|
$23,824.00
|
|
$1,985.33
|
2/1/12 - 5/31/12
|
|
$16.00
|
|
$25,376.00
|
|
$2,114.67
|
|
$16.00
|
|
$23,824.00
|
|
$1,985.33
|
6/1/12 - 4/30/13
|
|
$16.75
|
|
$26,565.50
|
|
$2,213.79
|
|
$16.75
|
|
$24,940.75
|
|
$2,078.40
|
5/1/13 - 5/31/13
|
|
$16.75
|
|
$26,565.50
|
|
$2,213.79
|
|
$16.75
|
|
$24,940.75
|
|
$2,078.40
|
6/1/13 - 8/31/13
|
|
$17.50
|
|
$27,755.00
|
|
$2,312.92
|
|
$17.50
|
|
$26,057.50
|
|
$2,171.46
|
9/1/13 - 5/31/14
|
|
$17.50
|
|
$27,755.00
|
|
$2,312.92
|
|
$17.50
|
|
$26,057.50
|
|
$2,171.46
|
06/01/14 - 05/31/15
|
|
$18.25
|
|
$28,944.50
|
|
$2,412.04
|
|
$18.25
|
|
$27,174.25
|
|
$2,264.52
|
06/01/15 - 05/31/16
|
|
$19.00
|
|
$30,134.00
|
|
$2,511.17
|
|
$19.00
|
|
$28,291.00
|
|
$2,357.58
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Suite 1225 Expansion Space - 1,997 Sq. Ft.
|
|
12th Floor Expansion Space - 314 Sq.Ft.
|
||||||||
Months
|
|
Annual Rate
Per SF for
Suite 1225
Expansion
Space
|
|
Annual
Rent
for
Suite 1225
Expansion
Space
|
|
Monthly
Rent for
Suite 1225
Expansion
Space
|
|
Annual Rate
Per SF for
12th Floor
Expansion
Space
|
|
Annual
Rent
for
12th floor
Expansion
Space
|
|
Monthly
Rent for
12th Floor
Expansion
Space
|
8/1/11 until Termination of Amendment #2 for Basement Expansion Space - Terminated 9/30/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
08/01/11 - 10/31/11
|
|
|
|
|
|
|
|
|
|
|
|
|
11/1/11 - 11/30/11
|
|
|
|
|
|
|
|
|
|
|
|
|
12/1/11 - 1/31/12
|
|
$18.00
|
|
$35,946.00
|
|
$2,995.50
|
|
|
|
|
|
|
2/1/12 - 5/31/12
|
|
$18.00
|
|
$35,946.00
|
|
$2,995.50
|
|
$19.00
|
|
$5,966.00
|
|
$497.17
|
6/1/12 - 4/30/13
|
|
$18.50
|
|
$36,944.50
|
|
$3,078.71
|
|
$19.50
|
|
$6,123.00
|
|
$510.25
|
5/1/13 - 5/31/13
|
|
$18.50
|
|
$36,944.50
|
|
$3,078.71
|
|
$19.50
|
|
$6,123.00
|
|
$510.25
|
6/1/13 - 8/31/13
|
|
$19.00
|
|
$37,943.00
|
|
$3,161.92
|
|
$20.00
|
|
$6,280.00
|
|
$523.33
|
9/1/13 - 5/31/14
|
|
$19.00
|
|
$37,943.00
|
|
$3,161.92
|
|
$20.00
|
|
$6,280.00
|
|
$523.33
|
06/01/14 - 05/31/15
|
|
$20.00
|
|
$39,940.00
|
|
$3,328.33
|
|
$21.00
|
|
$6,594.00
|
|
$549.50
|
06/01/15 - 05/31/16
|
|
$21.00
|
|
$41,937.00
|
|
$3,494.75
|
|
$22.00
|
|
$6,908.00
|
|
$575.67
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Suite 1280 Expansion Space - 2,042 Sq. Ft.
|
|
Suite 1260 Expansion Space - 537 Sq.Ft.
|
||||||||
Months
|
|
Annual Rate
Per SF for
Suite 1280
Expansion
Space
|
|
Annual
Rent
for
Suite 1280
Expansion
Space
|
|
Monthly
Rent for
Suite 1280
Expansion
Space
|
|
Annual Rate
Per SF for
Suite 1260
Expansion
Space
|
|
Annual
Rent
for
Suite 1260
Expansion
Space
|
|
Monthly
Rent for
Suite 1260
Expansion
Space
|
8/1/11 until Termination of Amendment #2 for Basement Expansion Space - Terminated 9/30/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
08/01/11 - 10/31/11
|
|
|
|
|
|
|
|
|
|
|
|
|
11/1/11 - 11/30/11
|
|
|
|
|
|
|
|
|
|
|
|
|
12/1/11 - 1/31/12
|
|
|
|
|
|
|
|
|
|
|
|
|
2/1/12 - 5/31/12
|
|
|
|
|
|
|
|
|
|
|
|
|
6/1/12 - 4/30/13
|
|
$20.00
|
|
$40,840.00
|
|
$3,403.33
|
|
|
|
|
|
|
5/1/13 - 5/31/13
|
|
$20.00
|
|
$40,840.00
|
|
$3,403.33
|
|
$22.00
|
|
$11,814.00
|
|
$984.50
|
6/1/13 - 8/31/13
|
|
$20.50
|
|
$41,861.00
|
|
$3,488.42
|
|
$22.00
|
|
$11,814.00
|
|
$984.50
|
9/1/13 - 5/31/14
|
|
$20.50
|
|
$41,861.00
|
|
$3,488.42
|
|
$22.00
|
|
$11,814.00
|
|
$984.50
|
06/01/14 - 05/31/15
|
|
$21.00
|
|
$42,882.00
|
|
$3,573.50
|
|
$22.75
|
|
$12,216.75
|
|
$1,018.06
|
06/01/15 - 05/31/16
|
|
$22.00
|
|
$44,924.00
|
|
$3,743.67
|
|
$23.50
|
|
$12,619.50
|
|
$1,051.63
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Suite 1230 Expansion Space - 1,162 Sq.Ft.
|
|
|
|
|
||||
Months
|
|
Annual Rate
Per SF for
Suite 1230
Expansion
Space
|
|
Annual
Rent
for
Suite 1230
Expansion
Space
|
|
Monthly
Rent for
Suite 1230
Expansion
Space
|
|
Total
Annual
Rent for
Stes 1210,
1220, 1225,
12th floor,
1280,1260 & 1230
|
|
Total
Monthly
Rent for
Stes 1210,
1220, 1225,
12th floor,
1280, 1260 & 1230
|
8/1/11 until Termination of Amendment #2 for Basement Expansion Space - Terminated 9/30/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
08/01/11 - 10/31/11
|
|
|
|
|
|
|
|
$25,376.00
|
|
$2,114.67
|
11/1/11 - 11/30/11
|
|
|
|
|
|
|
|
$49,200.00
|
|
$4,100.00
|
12/1/11 - 1/31/12
|
|
|
|
|
|
|
|
$85,146.00
|
|
$7,095.50
|
2/1/12 - 5/31/12
|
|
|
|
|
|
|
|
$91,112.00
|
|
$7,592.67
|
6/1/12 - 4/30/13
|
|
|
|
|
|
|
|
$135,413.75
|
|
$11,284.48
|
5/1/13 - 5/31/13
|
|
|
|
|
|
|
|
$147,227.75
|
|
$12,268.98
|
6/1/2013 - 5/31/14
|
|
|
|
|
|
|
|
$151,710.50
|
|
$12,642.54
|
9/1/13 - 5/31/14
|
|
$24.00
|
|
$27,888.00
|
|
$2,324.00
|
|
$179,598.50
|
|
$14,966.54
|
06/01/14 - 05/31/15
|
|
$24.75
|
|
$28,759.50
|
|
$2,396.63
|
|
$186,511.00
|
|
$15,542.58
|
06/01/15 - 05/31/16
|
|
$25.50
|
|
$29,631.00
|
|
$2,469.25
|
|
$194,444.50
|
|
$16,203.71
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
LEASED PREMISES
. Effective October 1, 2013, the provisions of paragraph 1.5 are hereby deleted and the following substituted in lieu thereof:
|
2.
|
TERM
. The Lease Term for the Suite 1290 Expansion Space added by this amendment shall be for two (2) years and eight (8) months, commencing October 1, 2013 and terminating May 31, 2016.
|
3.
|
RENT
. Effective September 1, 2013, the Base Rent table set forth on Exhibit C of the Lease, Section 2 (Rent) of Lease Amendment #1, Exhibit C-1 of Lease Amendment #2, Exhibit C-2 of Lease Amendment #3, Exhibit C-3 of Lease Amendment #4, Exhibit C-4 of Lease Amendment #5, Exhibit C-5 of Lease Amendment #6 and Exhibit C-6 of Lease Amendment #7 are hereby deleted and the attached Exhibit C-7 shall be substituted in lieu thereof/
|
4.
|
FINISH OUT
. Lessee accepts the Leased Premises in “as is” condition and no other finish out shall be required of Lessor. Any alterations to the Leased Premises shall be at Lessee’s sole expense and responsibility.
|
5.
|
PARKING
. Effective October 1, 2013, Lessor agrees to provide up to seven (7) additional parking spaces in the attached parking garage, at the following rates per space per month plus applicable sales tax at Lessee’s election herein:
|
6.
|
SUBJECT TO VACATING
. Lessor’s duty to tender possession of the Suite 1290 Expansion Space added to the Leased Premises hereunder is subject to the current tenant vacating the Suite 1290 Expansion Space. Provided, however, that if the current tenant does not vacate the Suite 1290 Expansion Space within six (6) months from the proposed effective date hereof, Lessee shall have the right to terminate its obligation to lease the Suite 1290 Expansion Space by delivery of written notification to Lessor.
|
7.
|
RATIFICATION
. Lessor and Lessee do hereby ratify and affirm all of the terms, conditions and covenants of the Lease Agreement, as amended herein.
|
|
|
Original Leased Premises - Suite 1210 - 1,586 Sq. Ft.
|
|
Suite 1220 Expansion Space - 1,489 Sq. Ft.
|
||||||||
Months
|
|
Annual Rate
Per SF for
Original Leased
Premises
|
|
Annual Rent
for Original
Leased
Premises
|
|
Monthly Rent
for Original
Leased
Premises
|
|
Annual Rate
Per SF for
Suite 1220
Expansion
Space
|
|
Annual
Rent
for
Suite 1220
Expansion
Space
|
|
Monthly
Rent for
Suite 1220
Expansion
Space
|
8/1/11 until Termination of Amendment #2 for Basement Expansion Space - Terminated 9/30/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
08/01/11 - 10/31/11
|
|
$16.00
|
|
$25,376.00
|
|
$2,114.67
|
|
|
|
|
|
|
11/1/11 - 11/30/11
|
|
$16.00
|
|
$25,376.00
|
|
$2,114.67
|
|
$16.00
|
|
$23,824.00
|
|
$1,985.33
|
12/1/11 - 1/31/12
|
|
$16.00
|
|
$25,376.00
|
|
$2,114.67
|
|
$16.00
|
|
$23,824.00
|
|
$1,985.33
|
2/1/12 - 5/31/12
|
|
$16.00
|
|
$25,376.00
|
|
$2,114.67
|
|
$16.00
|
|
$23,824.00
|
|
$1,985.33
|
6/1/12 - 4/30/13
|
|
$16.75
|
|
$26,565.50
|
|
$2,213.79
|
|
$16.75
|
|
$24,940.75
|
|
$2,078.40
|
5/1/13 - 5/31/13
|
|
$16.75
|
|
$26,565.50
|
|
$2,213.79
|
|
$16.75
|
|
$24,940.75
|
|
$2,078.40
|
6/1/13 - 8/31/13
|
|
$17.50
|
|
$27,755.00
|
|
$2,312.92
|
|
$17.50
|
|
$26,057.50
|
|
$2,171.46
|
9/1/13 - 9/30/13
|
|
$17.50
|
|
$27,755.00
|
|
$2,312.92
|
|
$17.50
|
|
$26,057.50
|
|
$2,171.46
|
10/1/13 - 5/31/14
|
|
$17.50
|
|
$27,755.00
|
|
$2,312.92
|
|
$17.50
|
|
$26,057.50
|
|
$2,171.46
|
06/01/14 - 05/31/15
|
|
$18.25
|
|
$28,944.50
|
|
$2,412.04
|
|
$18.25
|
|
$27,174.25
|
|
$2,264.52
|
06/01/15 - 05/31/16
|
|
$19.00
|
|
$30,134.00
|
|
$2,511.17
|
|
$19.00
|
|
$28,291.00
|
|
$2,357.58
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Suite 1225 Expansion Space - 1,997 Sq. Ft.
|
|
12th Floor Expansion Space - 314 Sq.Ft.
|
||||||||
Months
|
|
Annual Rate
Per SF for
Suite 1225
Expansion
Space
|
|
Annual
Rent
for
Suite 1225
Expansion
Space
|
|
Monthly
Rent for
Suite 1225
Expansion
Space
|
|
Annual Rate
Per SF for
12th Floor
Expansion
Space
|
|
Annual
Rent
for
12th floor
Expansion
Space
|
|
Monthly
Rent for
12th Floor
Expansion
Space
|
8/1/11 until Termination of Amendment #2 for Basement Expansion Space - Terminated 9/30/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
08/01/11 - 10/31/11
|
|
|
|
|
|
|
|
|
|
|
|
|
11/1/11 - 11/30/11
|
|
|
|
|
|
|
|
|
|
|
|
|
12/1/11 - 1/31/12
|
|
$18.00
|
|
$35,946.00
|
|
$2,995.50
|
|
|
|
|
|
|
2/1/12 - 5/31/12
|
|
$18.00
|
|
$35,946.00
|
|
$2,995.50
|
|
$19.00
|
|
$5,966.00
|
|
$497.17
|
6/1/12 - 4/30/13
|
|
$18.50
|
|
$36,944.50
|
|
$3,078.71
|
|
$19.50
|
|
$6,123.00
|
|
$510.25
|
5/1/13 - 5/31/13
|
|
$18.50
|
|
$36,944.50
|
|
$3,078.71
|
|
$19.50
|
|
$6,123.00
|
|
$510.25
|
6/1/13 - 8/31/13
|
|
$19.00
|
|
$37,943.00
|
|
$3,161.92
|
|
$20.00
|
|
$6,280.00
|
|
$523.33
|
9/1/13 - 9/30/13
|
|
$19.00
|
|
$37,943.00
|
|
$3,161.92
|
|
$20.00
|
|
$6,280.00
|
|
$523.33
|
10/1/13 - 5/31/14
|
|
$19.00
|
|
$37,943.00
|
|
$3,161.92
|
|
$20.00
|
|
$6,280.00
|
|
$523.33
|
06/01/14 - 05/31/15
|
|
$20.00
|
|
$39,940.00
|
|
$3,328.33
|
|
$21.00
|
|
$6,594.00
|
|
$549.50
|
06/01/15 - 05/31/16
|
|
$21.00
|
|
$41,937.00
|
|
$3,494.75
|
|
$22.00
|
|
$6,908.00
|
|
$575.67
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Suite 1280 Expansion Space - 2,042 Sq. Ft.
|
|
Suite 1260 Expansion Space - 537 Sq.Ft.
|
||||||||
Months
|
|
Annual Rate
Per SF for
Suite 1280
Expansion
Space
|
|
Annual
Rent
for
Suite 1280
Expansion
Space
|
|
Monthly
Rent for
Suite 1280
Expansion
Space
|
|
Annual Rate
Per SF for
Suite 1260
Expansion
Space
|
|
Annual
Rent
for
Suite 1260
Expansion
Space
|
|
Monthly
Rent for
Suite 1260
Expansion
Space
|
8/1/11 until Termination of Amendment #2 for Basement Expansion Space - Terminated 9/30/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
08/01/11 - 10/31/11
|
|
|
|
|
|
|
|
|
|
|
|
|
11/1/11 - 11/30/11
|
|
|
|
|
|
|
|
|
|
|
|
|
12/1/11 - 1/31/12
|
|
|
|
|
|
|
|
|
|
|
|
|
2/1/12 - 5/31/12
|
|
|
|
|
|
|
|
|
|
|
|
|
6/1/12 - 4/30/13
|
|
$20.00
|
|
$40,840.00
|
|
$3,403.33
|
|
|
|
|
|
|
5/1/13 - 5/31/13
|
|
$20.00
|
|
$40,840.00
|
|
$3,403.33
|
|
$22.00
|
|
$11,814.00
|
|
$984.50
|
6/1/13 - 8/31/13
|
|
$20.50
|
|
$41,861.00
|
|
$3,488.42
|
|
$22.00
|
|
$11,814.00
|
|
$984.50
|
9/1/13 - 9/30/13
|
|
$20.50
|
|
$41,861.00
|
|
$3,488.42
|
|
$22.00
|
|
$11,814.00
|
|
$984.50
|
10/1/13 - 5/31/14
|
|
$20.50
|
|
$41,861.00
|
|
$3,488.42
|
|
$22.00
|
|
$11,814.00
|
|
$984.50
|
06/01/14 - 05/31/15
|
|
$21.00
|
|
$42,882.00
|
|
$3,573.50
|
|
$22.75
|
|
$12,216.75
|
|
$1,018.06
|
06/01/15 - 05/31/16
|
|
$22.00
|
|
$44,924.00
|
|
$3,743.67
|
|
$23.50
|
|
$12,619.50
|
|
$1,051.63
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Suite 1230 Expansion Space - 1,162 Sq.Ft.
|
|
Suite 1290 Expansion Space - 2,830 Sq.Ft.
|
||||||||
Months
|
|
Annual Rate
Per SF for
Suite 1230
Expansion
Space
|
|
Annual
Rent
for
Suite 1230
Expansion
Space
|
|
Monthly
Rent for
Suite 1230
Expansion
Space
|
|
Annual Rate
Per SF for
Suite 1290
Expansion
Space
|
|
Annual
Rent
for
Suite 1290
Expansion
Space
|
|
Monthly
Rent for
Suite 1290
Expansion
Space
|
8/1/11 until Termination of Amendment #2 for Basement Expansion Space - Terminated 9/30/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
08/01/11 - 10/31/11
|
|
|
|
|
|
|
|
|
|
|
|
|
11/1/11 - 11/30/11
|
|
|
|
|
|
|
|
|
|
|
|
|
12/1/11 - 1/31/12
|
|
|
|
|
|
|
|
|
|
|
|
|
2/1/12 - 5/31/12
|
|
|
|
|
|
|
|
|
|
|
|
|
6/1/12 - 4/30/13
|
|
|
|
|
|
|
|
|
|
|
|
|
5/1/13 - 5/31/13
|
|
|
|
|
|
|
|
|
|
|
|
|
6/1/2013 - 5/31/14
|
|
|
|
|
|
|
|
|
|
|
|
|
9/1/13 - 9/30/13
|
|
$24.00
|
|
$27,888.00
|
|
$2,324.00
|
|
|
|
|
|
|
10/1/13 - 5/31/14
|
|
$24.00
|
|
$27,888.00
|
|
$2,324.00
|
|
$24.00
|
|
$67,920.00
|
|
$5,660.00
|
06/01/14 - 05/31/15
|
|
$24.75
|
|
$28,759.50
|
|
$2,396.63
|
|
$24.75
|
|
$70,042.50
|
|
$5,836.88
|
06/01/15 - 05/31/16
|
|
$25.50
|
|
$29,631.00
|
|
$2,469.25
|
|
$25.50
|
|
$72,165.00
|
|
$6,013.75
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Months
|
|
Total
Annual
Rent for
Stes 1210,
1220, 1225,
12th floor,
1280,1260,1230 & 1290
|
|
Total
Monthly
Rent for
Stes 1210,
1220, 1225,
12th floor,
1280, 1260, 1230 & 1290
|
8/1/11 until Termination of Amendment #2 for Basement Expansion Space - Terminated 9/30/12
|
|
|
|
|
|
|
|
|
|
08/01/11 - 10/31/11
|
|
$25,376.00
|
|
$2,114.67
|
11/1/11 - 11/30/11
|
|
$49,200.00
|
|
$4,100.00
|
12/1/11 - 1/31/12
|
|
$85,146.00
|
|
$7,095.50
|
2/1/12 - 5/31/12
|
|
$91,112.00
|
|
$7,592.67
|
6/1/12 - 4/30/13
|
|
$135,413.75
|
|
$11,284.48
|
5/1/13 - 5/31/13
|
|
$147,227.75
|
|
$12,268.98
|
6/1/2013 - 5/31/14
|
|
$151,710.50
|
|
$12,642.54
|
9/1/13 - 9/30/13
|
|
$179,598.50
|
|
$14,966.54
|
10/1/13 - 5/31/14
|
|
$247,518.50
|
|
$20,626.54
|
06/01/14 - 05/31/15
|
|
$256,553.50
|
|
$21,379.46
|
06/01/15 - 05/31/16
|
|
$266,609.50
|
|
$22,217.46
|
|
|
|
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Diamondback Energy, Inc.
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by 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)) 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)
|
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
|
(c)
|
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: August 7, 2013
|
|
|
/s/ Travis D. Stice
|
|
|
|
Travis D. Stice
|
|
|
|
Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Diamondback Energy, Inc.
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by 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)) 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)
|
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
|
(c)
|
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: August 7, 2013
|
|
|
/s/ Teresa L. Dick
|
|
|
|
Teresa L. Dick
|
|
|
|
Chief Financial Officer
|
|
|
|
|
Date: August 7, 2013
|
|
|
/s/ Travis D. Stice
|
|
|
|
Travis D. Stice
|
|
|
|
Chief Executive Officer
|
|
|
|
|
Date: August 7, 2013
|
|
|
/s/ Teresa L. Dick
|
|
|
|
Teresa L. Dick
|
|
|
|
Chief Financial Officer
|