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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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o
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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 1200
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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ý
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Accelerated Filer
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o
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Non-Accelerated Filer
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o
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Smaller Reporting Company
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o
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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 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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acquisitions;
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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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2015
|
|
2014
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||||
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||||
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(In thousands, except par values and share data)
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||||||
Assets
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||||
Current assets:
|
|
|
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||||
Cash and cash equivalents
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|
$
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44,678
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|
$
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30,183
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Restricted cash
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|
500
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|
|
500
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|
||
Accounts receivable:
|
|
|
|
|
||||
Joint interest and other
|
|
28,032
|
|
|
50,943
|
|
||
Oil and natural gas sales
|
|
42,379
|
|
|
43,050
|
|
||
Related party
|
|
—
|
|
|
4,001
|
|
||
Inventories
|
|
2,658
|
|
|
2,827
|
|
||
Derivative instruments
|
|
47,910
|
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115,607
|
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||
Prepaid expenses and other
|
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4,205
|
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|
4,600
|
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||
Total current assets
|
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170,362
|
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251,711
|
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||
Property and equipment
|
|
|
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||||
Oil and natural gas properties, based on the full cost method of accounting ($1,071,531 and $773,520 excluded from amortization at June 30, 2015 and December 31, 2014, respectively)
|
|
3,712,812
|
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|
3,118,597
|
|
||
Pipeline and gas gathering assets
|
|
7,174
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|
|
7,174
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||
Other property and equipment
|
|
48,654
|
|
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48,180
|
|
||
Accumulated depletion, depreciation, amortization and impairment
|
|
(822,243
|
)
|
|
(382,144
|
)
|
||
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|
2,946,397
|
|
|
2,791,807
|
|
||
Derivative instruments
|
|
—
|
|
|
1,934
|
|
||
Other assets
|
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54,699
|
|
|
50,029
|
|
||
Total assets
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|
$
|
3,171,458
|
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$
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3,095,481
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Liabilities and Stockholders’ Equity
|
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||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable-trade
|
|
$
|
23,309
|
|
|
$
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26,230
|
|
Accrued capital expenditures
|
|
24,746
|
|
|
129,397
|
|
||
Other accrued liabilities
|
|
60,471
|
|
|
41,149
|
|
||
Revenues and royalties payable
|
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19,108
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30,000
|
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||
Deferred income taxes
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15,005
|
|
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39,953
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||
Total current liabilities
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|
142,639
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266,729
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||
Long-term debt
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718,000
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673,500
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||
Asset retirement obligations
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11,851
|
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8,447
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||
Deferred income taxes
|
|
55,349
|
|
|
161,592
|
|
||
Total liabilities
|
|
927,839
|
|
|
1,110,268
|
|
||
Commitments and contingencies (Note 14)
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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, 63,675,209 issued and outstanding at June 30, 2015; 57,887,583 issued and outstanding at December 31, 2014
|
|
637
|
|
|
569
|
|
||
Additional paid-in capital
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2,019,621
|
|
|
1,554,174
|
|
||
Retained earnings (Accumulated deficit)
|
|
(10,170
|
)
|
|
196,268
|
|
||
Total Diamondback Energy, Inc. stockholders’ equity
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|
2,010,088
|
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1,751,011
|
|
||
Noncontrolling interest
|
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233,531
|
|
|
234,202
|
|
||
Total equity
|
|
2,243,619
|
|
|
1,985,213
|
|
||
Total liabilities and equity
|
|
$
|
3,171,458
|
|
|
$
|
3,095,481
|
|
|
|
Three Months Ended June 30,
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|
Six Months Ended June 30,
|
||||||||||||
|
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2015
|
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2014
|
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2015
|
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2014
|
||||||||
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||||||||
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(In thousands, except per share amounts)
|
||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
||||||||
Oil sales
|
|
$
|
107,627
|
|
|
$
|
115,282
|
|
|
200,543
|
|
|
205,040
|
|
||
Natural gas sales
|
|
4,410
|
|
|
1,913
|
|
|
6,118
|
|
|
3,668
|
|
||||
Natural gas sales - related party
|
|
—
|
|
|
2,416
|
|
|
2,640
|
|
|
3,996
|
|
||||
Natural gas liquid sales
|
|
7,026
|
|
|
3,304
|
|
|
8,619
|
|
|
5,888
|
|
||||
Natural gas liquid sales - related party
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|
—
|
|
|
4,089
|
|
|
2,544
|
|
|
6,416
|
|
||||
Total revenues
|
|
119,063
|
|
|
127,004
|
|
|
220,464
|
|
|
225,008
|
|
||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
||||||||
Lease operating expenses
|
|
20,472
|
|
|
10,425
|
|
|
42,928
|
|
|
18,232
|
|
||||
Lease operating expenses - related party
|
|
—
|
|
|
71
|
|
|
—
|
|
|
179
|
|
||||
Production and ad valorem taxes
|
|
7,675
|
|
|
8,106
|
|
|
15,917
|
|
|
13,684
|
|
||||
Production and ad valorem taxes - related party
|
|
—
|
|
|
448
|
|
|
153
|
|
|
712
|
|
||||
Gathering and transportation
|
|
1,625
|
|
|
102
|
|
|
1,686
|
|
|
316
|
|
||||
Gathering and transportation - related party
|
|
—
|
|
|
601
|
|
|
969
|
|
|
969
|
|
||||
Depreciation, depletion and amortization
|
|
57,096
|
|
|
40,021
|
|
|
116,773
|
|
|
70,994
|
|
||||
Impairment of oil and gas properties
|
|
323,451
|
|
|
—
|
|
|
323,451
|
|
|
—
|
|
||||
General and administrative expenses (including non-cash stock based compensation, net of capitalized amounts, of $4,333 and $1,128 for the three months ended June 30, 2015 and 2014, respectively, and $9,257 and $3,318 for the six months ended June 30, 2015 and 2014, respectively)
|
|
7,162
|
|
|
3,610
|
|
|
14,913
|
|
|
7,875
|
|
||||
General and administrative expenses - related party
|
|
522
|
|
|
324
|
|
|
1,007
|
|
|
616
|
|
||||
Asset retirement obligation accretion expense
|
|
180
|
|
|
104
|
|
|
350
|
|
|
176
|
|
||||
Total costs and expenses
|
|
418,183
|
|
|
63,812
|
|
|
518,147
|
|
|
113,753
|
|
||||
Income (loss) from operations
|
|
(299,120
|
)
|
|
63,192
|
|
|
(297,683
|
)
|
|
111,255
|
|
||||
Other income (expense)
|
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
|
(10,274
|
)
|
|
(7,739
|
)
|
|
(20,771
|
)
|
|
(14,244
|
)
|
||||
Other income
|
|
378
|
|
|
—
|
|
|
870
|
|
|
—
|
|
||||
Other income - related party
|
|
55
|
|
|
30
|
|
|
78
|
|
|
60
|
|
||||
Other expense
|
|
—
|
|
|
(1,408
|
)
|
|
—
|
|
|
(1,408
|
)
|
||||
Loss on derivative instruments, net
|
|
(19,123
|
)
|
|
(11,088
|
)
|
|
(769
|
)
|
|
(15,486
|
)
|
||||
Total other income (expense), net
|
|
(28,964
|
)
|
|
(20,205
|
)
|
|
(20,592
|
)
|
|
(31,078
|
)
|
||||
Income (loss) before income taxes
|
|
(328,084
|
)
|
|
42,987
|
|
|
(318,275
|
)
|
|
80,177
|
|
||||
Provision for (benefit from) income taxes
|
|
(116,732
|
)
|
|
15,163
|
|
|
(113,362
|
)
|
|
28,764
|
|
||||
Net income (loss)
|
|
(211,352
|
)
|
|
27,824
|
|
|
(204,913
|
)
|
|
51,413
|
|
||||
Less: Net income attributable to noncontrolling interest
|
|
935
|
|
|
71
|
|
|
1,525
|
|
|
71
|
|
||||
Net income (loss) attributable to Diamondback Energy, Inc.
|
|
$
|
(212,287
|
)
|
|
$
|
27,753
|
|
|
(206,438
|
)
|
|
51,342
|
|
||
|
|
|
|
|
|
|
|
|
||||||||
Earnings per common share
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
(3.45
|
)
|
|
$
|
0.55
|
|
|
$
|
(3.44
|
)
|
|
$
|
1.03
|
|
Diluted
|
|
$
|
(3.45
|
)
|
|
$
|
0.54
|
|
|
$
|
(3.44
|
)
|
|
$
|
1.02
|
|
Weighted average common shares outstanding
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
61,469
|
|
|
50,777
|
|
|
59,936
|
|
|
49,622
|
|
||||
Diluted
|
|
61,469
|
|
|
51,142
|
|
|
59,936
|
|
|
50,047
|
|
|
|
|
|
|
|
|
Retained
|
|
|
|
|
|||||||||||
|
|
|
|
Additional
|
|
Earnings/
|
|
|
|
|
||||||||||||
|
|
Common Stock
|
|
Paid-in
|
|
(Accumulated
|
|
Non-controlling
|
|
|
||||||||||||
|
|
Shares
|
Amount
|
|
Capital
|
|
Deficit)
|
|
Interest
|
|
Total
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
|||||||||||||||||||||
Balance December 31, 2013
|
|
47,106
|
|
$
|
471
|
|
|
$
|
842,557
|
|
|
$
|
2,513
|
|
|
$
|
—
|
|
|
$
|
845,541
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net proceeds from issuance of common units - Viper Energy Partners LP
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
137,365
|
|
|
137,365
|
|
|||||
Unit-based compensation
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Stock-based compensation
|
|
—
|
|
—
|
|
|
5,906
|
|
|
—
|
|
|
—
|
|
|
5,906
|
|
|||||
Common shares issued in public offering, net of offering costs
|
|
3,450
|
|
35
|
|
|
208,394
|
|
|
—
|
|
|
—
|
|
|
208,429
|
|
|||||
Exercise of stock options and vesting of restricted stock units
|
|
251
|
|
3
|
|
|
3,680
|
|
|
—
|
|
|
—
|
|
|
3,683
|
|
|||||
Net income
|
|
—
|
|
—
|
|
|
—
|
|
|
51,342
|
|
|
71
|
|
|
51,413
|
|
|||||
Balance June 30, 2014
|
|
50,807
|
|
$
|
509
|
|
|
$
|
1,060,537
|
|
|
$
|
53,855
|
|
|
$
|
137,436
|
|
|
$
|
1,252,337
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance December 31, 2014
|
|
56,888
|
|
$
|
569
|
|
|
$
|
1,554,174
|
|
|
$
|
196,268
|
|
|
$
|
234,202
|
|
|
$
|
1,985,213
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Unit-based compensation
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,878
|
|
|
1,878
|
|
|||||
Stock-based compensation
|
|
—
|
|
—
|
|
|
10,970
|
|
|
—
|
|
|
—
|
|
|
10,970
|
|
|||||
Distribution to noncontrolling interest
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,074
|
)
|
|
(4,074
|
)
|
|||||
Common shares issued in public offering, net of offering costs
|
|
6,613
|
|
66
|
|
|
452,689
|
|
|
—
|
|
|
—
|
|
|
452,755
|
|
|||||
Exercise of stock options and vesting of restricted stock units
|
|
174
|
|
2
|
|
|
1,788
|
|
|
—
|
|
|
—
|
|
|
1,790
|
|
|||||
Net income
|
|
—
|
|
—
|
|
|
—
|
|
|
(206,438
|
)
|
|
1,525
|
|
|
(204,913
|
)
|
|||||
Balance June 30, 2015
|
|
63,675
|
|
$
|
637
|
|
|
$
|
2,019,621
|
|
|
$
|
(10,170
|
)
|
|
$
|
233,531
|
|
|
$
|
2,243,619
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2015
|
|
2014
|
||||
|
|
|
|
|
||||
|
|
(In thousands)
|
||||||
Cash flows from operating activities:
|
|
|
|
|
||||
Net income (loss)
|
|
$
|
(204,913
|
)
|
|
$
|
51,413
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
||||
Provision for (benefit from) deferred income taxes
|
|
(131,191
|
)
|
|
28,764
|
|
||
Impairment of oil and gas properties
|
|
323,451
|
|
|
—
|
|
||
Asset retirement obligation accretion expense
|
|
350
|
|
|
176
|
|
||
Depreciation, depletion, and amortization
|
|
116,773
|
|
|
70,994
|
|
||
Amortization of debt issuance costs
|
|
1,279
|
|
|
946
|
|
||
Change in fair value of derivative instruments
|
|
69,631
|
|
|
10,810
|
|
||
Stock-based compensation expense
|
|
9,257
|
|
|
3,318
|
|
||
(Gain) loss on sale of assets, net
|
|
—
|
|
|
1,397
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Accounts receivable
|
|
9,055
|
|
|
(18,584
|
)
|
||
Accounts receivable-related party
|
|
—
|
|
|
(2,007
|
)
|
||
Inventories
|
|
169
|
|
|
977
|
|
||
Prepaid expenses and other
|
|
395
|
|
|
(219
|
)
|
||
Accounts payable and accrued liabilities
|
|
16,626
|
|
|
2,076
|
|
||
Accounts payable and accrued liabilities-related party
|
|
—
|
|
|
—
|
|
||
Accrued interest
|
|
(204
|
)
|
|
3,415
|
|
||
Revenues and royalties payable
|
|
(10,892
|
)
|
|
6,230
|
|
||
Net cash provided by operating activities
|
|
199,786
|
|
|
159,706
|
|
||
Cash flows from investing activities:
|
|
|
|
|
||||
Additions to oil and natural gas properties
|
|
(242,281
|
)
|
|
(206,779
|
)
|
||
Additions to oil and natural gas properties-related party
|
|
(7
|
)
|
|
(2,571
|
)
|
||
Acquisition of leasehold interests
|
|
(435,398
|
)
|
|
(312,207
|
)
|
||
Pipeline and gas gathering assets
|
|
—
|
|
|
(1,165
|
)
|
||
Purchase of other property and equipment
|
|
(604
|
)
|
|
(934
|
)
|
||
Proceeds from sale of property and equipment
|
|
—
|
|
|
11
|
|
||
Equity investments
|
|
(1,675
|
)
|
|
—
|
|
||
Net cash used in investing activities
|
|
(679,965
|
)
|
|
(523,645
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
||||
Proceeds from borrowings on credit facility
|
|
363,501
|
|
|
166,000
|
|
||
Repayment on credit facility
|
|
(319,001
|
)
|
|
(130,000
|
)
|
||
Debt issuance costs
|
|
(317
|
)
|
|
(1,039
|
)
|
||
Public offering costs
|
|
(285
|
)
|
|
(946
|
)
|
||
Proceeds from public offerings
|
|
453,060
|
|
|
347,679
|
|
||
Exercise of stock options
|
|
1,790
|
|
|
3,683
|
|
||
Distribution to non-controlling interest
|
|
(4,074
|
)
|
|
—
|
|
||
Net cash provided by financing activities
|
|
494,674
|
|
|
385,377
|
|
||
Net increase in cash and cash equivalents
|
|
14,495
|
|
|
21,438
|
|
||
Cash and cash equivalents at beginning of period
|
|
30,183
|
|
|
15,555
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
44,678
|
|
|
$
|
36,993
|
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2015
|
|
2014
|
||||
|
|
|
|
|
||||
|
|
(In thousands)
|
||||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
||||
Interest paid, net of capitalized interest
|
|
$
|
19,693
|
|
|
$
|
11,409
|
|
Supplemental disclosure of non-cash transactions:
|
|
|
|
|
||||
Asset retirement obligation incurred
|
|
$
|
215
|
|
|
$
|
382
|
|
Asset retirement obligation revisions in estimated liability
|
|
$
|
78
|
|
|
$
|
588
|
|
Asset retirement obligation acquired
|
|
$
|
2,765
|
|
|
$
|
1,312
|
|
Change in accrued capital expenditures
|
|
$
|
(104,651
|
)
|
|
$
|
6,901
|
|
Capitalized stock-based compensation
|
|
$
|
3,591
|
|
|
$
|
2,715
|
|
|
|
Pro Forma
|
||||||
|
|
(Unaudited)
|
||||||
|
|
Three Months Ended
|
|
Six Months Ended
|
||||
|
|
June 30, 2014
|
|
June 30, 2014
|
||||
|
|
|
|
|
||||
|
|
(in thousands)
|
||||||
Revenues
|
|
$
|
141,527
|
|
|
$
|
261,471
|
|
Income from operations
|
|
68,761
|
|
|
123,459
|
|
||
Net income
|
|
31,229
|
|
|
59,026
|
|
|
|
June 30,
|
|
December 31,
|
||||
|
|
2015
|
|
2014
|
||||
|
|
|
|
|
||||
|
|
(in thousands)
|
||||||
Oil and natural gas properties:
|
|
|
|
|
||||
Subject to depletion
|
|
$
|
2,641,281
|
|
|
$
|
2,345,077
|
|
Not subject to depletion-acquisition costs
|
|
|
|
|
||||
Incurred in 2015
|
|
384,799
|
|
|
—
|
|
||
Incurred in 2014
|
|
549,326
|
|
|
576,802
|
|
||
Incurred in 2013
|
|
74,109
|
|
|
130,474
|
|
||
Incurred in 2012
|
|
63,297
|
|
|
65,480
|
|
||
Incurred in 2011
|
|
—
|
|
|
764
|
|
||
Total not subject to depletion
|
|
1,071,531
|
|
|
773,520
|
|
||
Gross oil and natural gas properties
|
|
3,712,812
|
|
|
3,118,597
|
|
||
Accumulated depletion
|
|
(818,848
|
)
|
|
(379,481
|
)
|
||
Oil and natural gas properties, net
|
|
2,893,964
|
|
|
2,739,116
|
|
||
Pipeline and gas gathering assets
|
|
7,174
|
|
|
7,174
|
|
||
Other property and equipment
|
|
48,654
|
|
|
48,180
|
|
||
Accumulated depreciation
|
|
(3,395
|
)
|
|
(2,663
|
)
|
||
Property and equipment, net of accumulated depreciation, depletion, amortization and impairment
|
|
$
|
2,946,397
|
|
|
$
|
2,791,807
|
|
|
Six Months Ended June 30,
|
||||||
|
2015
|
|
2014
|
||||
|
|
|
|
||||
|
(in thousands)
|
||||||
Asset retirement obligation, beginning of period
|
$
|
8,486
|
|
|
$
|
3,029
|
|
Additional liability incurred
|
215
|
|
|
382
|
|
||
Liabilities acquired
|
2,765
|
|
|
1,312
|
|
||
Liabilities settled
|
(4
|
)
|
|
(10
|
)
|
||
Accretion expense
|
350
|
|
|
176
|
|
||
Revisions in estimated liabilities
|
78
|
|
|
588
|
|
||
Asset retirement obligation, end of period
|
11,890
|
|
|
5,477
|
|
||
Less current portion
|
39
|
|
|
40
|
|
||
Asset retirement obligations - long-term
|
$
|
11,851
|
|
|
$
|
5,437
|
|
|
|
June 30,
|
|
December 31,
|
||||
|
|
2015
|
|
2014
|
||||
|
|
|
|
|
||||
|
|
(in thousands)
|
||||||
Revolving credit facility
|
|
$
|
268,000
|
|
|
$
|
223,500
|
|
7.625 % Senior Notes due 2021
|
|
450,000
|
|
|
450,000
|
|
||
Partnership revolving credit facility
|
|
—
|
|
|
—
|
|
||
Total long-term debt
|
|
$
|
718,000
|
|
|
$
|
673,500
|
|
|
|
|
|
|
Financial Covenant
|
|
|
Required Ratio
|
Ratio of total debt to EBITDAX
|
|
Not greater than 4.0 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,
|
|||||||||||||||||||
|
|
2015
|
|
2014
|
|||||||||||||||||
|
|
|
|
|
|
Per
|
|
|
|
|
|
Per
|
|||||||||
|
|
Income
|
|
Shares
|
|
Share
|
|
Income
|
|
Shares
|
|
Share
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
(in thousands, except per share amounts)
|
|||||||||||||||||||
Basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net income attributable to common stock
|
|
$
|
(212,287
|
)
|
|
61,469
|
|
|
$
|
(3.45
|
)
|
|
27,753
|
|
|
50,777
|
|
|
$
|
0.55
|
|
Effect of Dilutive Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Dilutive effect of potential common shares issuable
|
|
$
|
—
|
|
|
—
|
|
|
|
|
(74
|
)
|
|
365
|
|
|
|
||||
Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net income attributable to common stock
|
|
$
|
(212,287
|
)
|
|
61,469
|
|
|
$
|
(3.45
|
)
|
|
27,679
|
|
|
51,142
|
|
|
$
|
0.54
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
Six Months Ended June 30,
|
|||||||||||||||||||
|
|
2015
|
|
2014
|
|||||||||||||||||
|
|
|
|
|
|
Per
|
|
|
|
|
|
Per
|
|||||||||
|
|
Income
|
|
Shares
|
|
Share
|
|
Income
|
|
Shares
|
|
Share
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
(in thousands, except per share amounts)
|
|||||||||||||||||||
Basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net income attributable to common stock
|
|
$
|
(206,438
|
)
|
|
59,936
|
|
|
$
|
(3.44
|
)
|
|
51,342
|
|
|
49,622
|
|
|
$
|
1.03
|
|
Effect of Dilutive Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Dilutive effect of potential common shares issuable
|
|
$
|
—
|
|
|
—
|
|
|
|
|
(74
|
)
|
|
425
|
|
|
|
||||
Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net income attributable to common stock
|
|
$
|
(206,438
|
)
|
|
59,936
|
|
|
$
|
(3.44
|
)
|
|
51,268
|
|
|
50,047
|
|
|
$
|
1.02
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||||
General and administrative expenses
|
|
$
|
4,333
|
|
|
$
|
1,128
|
|
|
9,257
|
|
|
3,318
|
|
Stock based compensation capitalized pursuant to full cost method of accounting for oil and natural gas properties
|
|
1,452
|
|
|
1,649
|
|
|
3,591
|
|
|
2,715
|
|
||
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average
|
|
|
|||||||
|
|
|
|
Exercise
|
|
Remaining
|
|
Intrinsic
|
|||||
|
|
Options
|
|
Price
|
|
Term
|
|
Value
|
|||||
|
|
|
|
|
|
(in years)
|
|
(in thousands)
|
|||||
Outstanding at December 31, 2014
|
|
313,105
|
|
|
$
|
18.29
|
|
|
|
|
|
||
Granted
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Exercised
|
|
(97,605
|
)
|
|
$
|
18.34
|
|
|
|
|
|
||
Expired/Forfeited
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Outstanding at June 30, 2015
|
|
215,500
|
|
|
$
|
18.26
|
|
|
1.48
|
|
$
|
11,097
|
|
|
|
|
|
|
|
|
|
|
|||||
Vested and Expected to vest at June 30, 2015
|
|
215,500
|
|
|
$
|
18.26
|
|
|
1.48
|
|
$
|
11,097
|
|
Exercisable at June 30, 2015
|
|
59,000
|
|
|
$
|
17.50
|
|
|
1.37
|
|
$
|
1,474
|
|
|
|
|
|
Weighted Average
|
|||
|
|
Restricted Stock
|
|
Grant-Date
|
|||
|
|
Units
|
|
Fair Value
|
|||
Unvested at December 31, 2014
|
|
167,291
|
|
|
$
|
49.99
|
|
Granted
|
|
92,252
|
|
|
$
|
68.67
|
|
Vested
|
|
(77,421
|
)
|
|
$
|
48.73
|
|
Forfeited
|
|
(1,754
|
)
|
|
$
|
74.97
|
|
Unvested at June 30, 2015
|
|
180,368
|
|
|
$
|
52.72
|
|
|
|
|
2014
|
||
Grant-date fair value
|
|
$
|
125.63
|
|
|
Risk-free rate
|
|
0.30
|
%
|
||
Company volatility
|
|
39.60
|
%
|
||
|
|
|
|
|
|
|
2015
|
||
Grant-date fair value
|
|
$
|
137.14
|
|
|
Risk-free rate
|
|
0.49
|
%
|
||
Company volatility
|
|
43.36
|
%
|
||
|
|
|
|
|
|
|
Performance
|
|
Weighted Average
|
|||
|
|
|
Restricted Stock
|
|
Grant-Date
|
|||
|
|
|
Units
|
|
Fair Value
|
|||
Unvested at December 31, 2014
|
|
79,150
|
|
|
$
|
125.63
|
|
|
Granted
|
|
90,249
|
|
|
$
|
137.14
|
|
|
Vested
|
|
—
|
|
|
$
|
—
|
|
|
Forfeited
|
|
—
|
|
|
$
|
—
|
|
|
Unvested at June 30, 2015
(1)
|
|
169,399
|
|
|
$
|
131.76
|
|
|
|
|
|
|
|
|
|||
(1)
|
A maximum of 338,798 units could be awarded based upon the Company’s final TSR ranking.
|
|
|
2014
|
||
Grant-date fair value
|
|
$
|
4.24
|
|
Expected volatility
|
|
36.0
|
%
|
|
Expected dividend yield
|
|
5.9
|
%
|
|
Expected term (in years)
|
|
3.0
|
|
|
Risk-free rate
|
|
0.99
|
%
|
|
|
|
|
|
|
|
|
Weighted Average
|
|
|
||||||||
|
|
Unit
|
|
Exercise
|
|
Remaining
|
|
Intrinsic
|
||||||
|
|
Options
|
|
Price
|
|
Term
|
|
Value
|
||||||
|
|
|
|
|
|
(in years)
|
|
(in thousands)
|
||||||
Outstanding at December 31, 2014
|
|
2,500,000
|
|
|
$
|
26.00
|
|
|
|
|
|
|||
Granted
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|||
Outstanding at June 30, 2015
|
|
2,500,000
|
|
|
$
|
26.00
|
|
|
1.97
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||
Vested and Expected to vest at June 30, 2015
|
|
2,500,000
|
|
|
$
|
26.00
|
|
|
1.97
|
|
|
$
|
—
|
|
Exercisable at June 30, 2015
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
Weighted Average
|
|||
|
|
Phantom
|
|
Grant-Date
|
|||
|
|
Units
|
|
Fair Value
|
|||
Unvested at December 31, 2014
|
|
17,776
|
|
|
$
|
19.51
|
|
Granted
|
|
—
|
|
|
$
|
—
|
|
Vested
|
|
(8,888
|
)
|
|
$
|
19.51
|
|
Forfeited
|
|
—
|
|
|
$
|
—
|
|
Unvested at June 30, 2015
|
|
8,888
|
|
|
$
|
19.51
|
|
Crude Oil—Argus Louisiana Light Sweet Fixed Price Swap
|
|
|
|
|||
|
|
|
|
|
||
Production Period
|
|
Volume (Bbls)
|
|
Fixed Swap Price
|
||
July- December 2015
|
|
552,000
|
|
|
90.99
|
|
|
|
|
|
|
||
|
|
|
|
|
||
Crude Oil—NYMEX West Texas Intermediate Fixed Price Swap
|
|
|
|
|||
|
|
|
|
|
||
Production Period
|
|
Volume (Bbls)
|
|
Fixed Swap Price
|
||
July - December 2015
|
|
920,000
|
|
|
84.10
|
|
|
|
|
|
|
||
|
|
|
|
|
||
Crude Oil—ICE Brent Fixed Price Swap
|
|
|
|
|||
|
|
|
|
|
||
Production Period
|
|
Volume (Bbls)
|
|
Fixed Swap Price
|
||
July - December 2015
|
|
368,000
|
|
|
88.78
|
|
January - February 2016
|
|
91,000
|
|
|
88.72
|
|
|
|
|
|
|
|
|
June 30, 2015
|
||||||||||
|
|
|
|
|
|
|
||||||
|
|
(in thousands)
|
||||||||||
|
|
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
|
|
$
|
47,910
|
|
|
$
|
—
|
|
|
$
|
47,910
|
|
|
|
|
|
|
|
|
||||||
|
|
December 31, 2014
|
||||||||||
|
|
|
|
|
|
|
||||||
|
|
(in thousands)
|
||||||||||
|
|
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
|
|
$
|
117,541
|
|
|
$
|
—
|
|
|
$
|
117,541
|
|
|
|
|
|
|
|
|
|
|
June 30,
|
|
December 31,
|
||||
|
|
2015
|
|
2014
|
||||
|
|
|
|
|
||||
|
|
(in thousands)
|
||||||
Current Assets: Derivative instruments
|
|
$
|
47,910
|
|
|
$
|
115,607
|
|
Noncurrent Assets: Derivative instruments
|
|
—
|
|
|
1,934
|
|
||
Total Assets
|
|
$
|
47,910
|
|
|
$
|
117,541
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
||||||||||
Change in fair value of open non-hedge derivative instruments
|
|
$
|
(44,425
|
)
|
|
$
|
(7,468
|
)
|
|
$
|
(69,631
|
)
|
|
$
|
(10,810
|
)
|
Gain (loss) on settlement of non-hedge derivative instruments
|
|
25,302
|
|
|
(3,620
|
)
|
|
68,862
|
|
|
(4,676
|
)
|
||||
Gain (loss) on derivative instruments
|
|
$
|
(19,123
|
)
|
|
$
|
(11,088
|
)
|
|
$
|
(769
|
)
|
|
$
|
(15,486
|
)
|
|
|
June 30, 2015
|
|
December 31, 2014
|
||||||||||||
|
|
Carrying
|
|
|
|
Carrying
|
|
|
||||||||
|
|
Amount
|
|
Fair Value
|
|
Amount
|
|
Fair Value
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Debt:
|
|
|
|
|
|
|
|
|
||||||||
Revolving credit facility
|
|
$
|
268,000
|
|
|
$
|
268,000
|
|
|
$
|
223,500
|
|
|
$
|
223,500
|
|
7.625% Senior Notes due 2021
|
|
450,000
|
|
|
482,715
|
|
|
450,000
|
|
|
440,438
|
|
||||
Partnership revolving credit facility
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
Year Ending December 31,
|
|
Drilling Rig Commitments
|
|
Office and Equipment Leases
|
|
|||||
|
|
|
|
|
|
|
||||
2016
|
|
$
|
27,317
|
|
|
$
|
1,743
|
|
|
|
2017
|
|
19,892
|
|
|
2,012
|
|
|
|||
2018
|
|
13,031
|
|
|
1,932
|
|
|
|||
2019
|
|
—
|
|
|
1,797
|
|
|
|||
2020
|
|
—
|
|
|
1,618
|
|
|
|||
Thereafter
|
|
—
|
|
|
9,337
|
|
|
|||
Total
|
|
$
|
60,240
|
|
|
$
|
18,439
|
|
|
Condensed Consolidated Balance Sheet
|
||||||||||||||||||||
June 30, 2015
|
||||||||||||||||||||
(In thousands)
|
||||||||||||||||||||
|
|
|
|
|
|
Non–
|
|
|
|
|
||||||||||
|
|
|
|
Guarantor
|
|
Guarantor
|
|
|
|
|
||||||||||
|
|
Parent
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
339
|
|
|
$
|
34,351
|
|
|
$
|
9,988
|
|
|
$
|
—
|
|
|
$
|
44,678
|
|
Restricted cash
|
|
—
|
|
|
—
|
|
|
500
|
|
|
—
|
|
|
500
|
|
|||||
Accounts receivable
|
|
—
|
|
|
60,507
|
|
|
9,902
|
|
|
2
|
|
|
70,411
|
|
|||||
Intercompany receivable
|
|
2,422,526
|
|
|
2,999,702
|
|
|
—
|
|
|
(5,422,228
|
)
|
|
—
|
|
|||||
Inventories
|
|
—
|
|
|
2,658
|
|
|
—
|
|
|
—
|
|
|
2,658
|
|
|||||
Other current assets
|
|
274
|
|
|
51,374
|
|
|
467
|
|
|
—
|
|
|
52,115
|
|
|||||
Total current assets
|
|
2,423,139
|
|
|
3,148,592
|
|
|
20,857
|
|
|
(5,422,226
|
)
|
|
170,362
|
|
|||||
Property and equipment
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Oil and natural gas properties, at cost, based on the full cost method of accounting
|
|
—
|
|
|
3,201,804
|
|
|
511,008
|
|
|
—
|
|
|
3,712,812
|
|
|||||
Pipeline and gas gathering assets
|
|
—
|
|
|
7,174
|
|
|
—
|
|
|
—
|
|
|
7,174
|
|
|||||
Other property and equipment
|
|
—
|
|
|
48,654
|
|
|
—
|
|
|
—
|
|
|
48,654
|
|
|||||
Accumulated depletion, depreciation, amortization and impairment
|
|
—
|
|
|
(772,793
|
)
|
|
(50,650
|
)
|
|
1,200
|
|
|
(822,243
|
)
|
|||||
|
|
—
|
|
|
2,484,839
|
|
|
460,358
|
|
|
1,200
|
|
|
2,946,397
|
|
|||||
Investment in subsidiaries
|
|
514,991
|
|
|
—
|
|
|
—
|
|
|
(514,991
|
)
|
|
—
|
|
|||||
Other assets
|
|
8,479
|
|
|
11,045
|
|
|
35,175
|
|
|
—
|
|
|
54,699
|
|
|||||
Total assets
|
|
$
|
2,946,609
|
|
|
$
|
5,644,476
|
|
|
$
|
516,390
|
|
|
$
|
(5,936,017
|
)
|
|
$
|
3,171,458
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable-trade
|
|
$
|
—
|
|
|
$
|
23,309
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
23,309
|
|
Intercompany payable
|
|
389,619
|
|
|
5,032,607
|
|
|
—
|
|
|
(5,422,226
|
)
|
|
—
|
|
|||||
Other current liabilities
|
|
41,553
|
|
|
76,672
|
|
|
1,105
|
|
|
—
|
|
|
119,330
|
|
|||||
Total current liabilities
|
|
431,172
|
|
|
5,132,588
|
|
|
1,105
|
|
|
(5,422,226
|
)
|
|
142,639
|
|
|||||
Long-term debt
|
|
450,000
|
|
|
268,000
|
|
|
—
|
|
|
—
|
|
|
718,000
|
|
|||||
Asset retirement obligations
|
|
—
|
|
|
11,851
|
|
|
—
|
|
|
—
|
|
|
11,851
|
|
|||||
Deferred income taxes
|
|
55,349
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55,349
|
|
|||||
Total liabilities
|
|
936,521
|
|
|
5,412,439
|
|
|
1,105
|
|
|
(5,422,226
|
)
|
|
927,839
|
|
|||||
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Stockholders’ equity:
|
|
2,010,088
|
|
|
232,037
|
|
|
515,285
|
|
|
(747,322
|
)
|
|
2,010,088
|
|
|||||
Noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
233,531
|
|
|
233,531
|
|
|||||
Total equity
|
|
2,010,088
|
|
|
232,037
|
|
|
515,285
|
|
|
(513,791
|
)
|
|
2,243,619
|
|
|||||
Total liabilities and equity
|
|
$
|
2,946,609
|
|
|
$
|
5,644,476
|
|
|
$
|
516,390
|
|
|
$
|
(5,936,017
|
)
|
|
$
|
3,171,458
|
|
Condensed Consolidated Balance Sheet
|
||||||||||||||||||||
December 31, 2014
|
||||||||||||||||||||
(In thousands)
|
||||||||||||||||||||
|
|
|
|
|
|
Non–
|
|
|
|
|
||||||||||
|
|
|
|
Guarantor
|
|
Guarantor
|
|
|
|
|
||||||||||
|
|
Parent
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
6
|
|
|
$
|
15,067
|
|
|
$
|
15,110
|
|
|
$
|
—
|
|
|
$
|
30,183
|
|
Restricted cash
|
|
—
|
|
|
—
|
|
|
500
|
|
|
—
|
|
|
500
|
|
|||||
Accounts receivable
|
|
—
|
|
|
85,752
|
|
|
8,239
|
|
|
2
|
|
|
93,993
|
|
|||||
Accounts receivable - related party
|
|
—
|
|
|
4,001
|
|
|
—
|
|
|
—
|
|
|
4,001
|
|
|||||
Intercompany receivable
|
|
1,658,215
|
|
|
2,167,434
|
|
|
—
|
|
|
(3,825,649
|
)
|
|
—
|
|
|||||
Inventories
|
|
—
|
|
|
2,827
|
|
|
—
|
|
|
—
|
|
|
2,827
|
|
|||||
Other current assets
|
|
562
|
|
|
119,392
|
|
|
253
|
|
|
—
|
|
|
120,207
|
|
|||||
Total current assets
|
|
1,658,783
|
|
|
2,394,473
|
|
|
24,102
|
|
|
(3,825,647
|
)
|
|
251,711
|
|
|||||
Property and equipment
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Oil and natural gas properties, at cost, based on the full cost method of accounting
|
|
—
|
|
|
2,607,513
|
|
|
511,084
|
|
|
—
|
|
|
3,118,597
|
|
|||||
Pipeline and gas gathering assets
|
|
—
|
|
|
7,174
|
|
|
—
|
|
|
—
|
|
|
7,174
|
|
|||||
Other property and equipment
|
|
—
|
|
|
48,180
|
|
|
—
|
|
|
—
|
|
|
48,180
|
|
|||||
Accumulated depletion, depreciation, amortization and impairment
|
|
—
|
|
|
(351,200
|
)
|
|
(32,799
|
)
|
|
1,855
|
|
|
(382,144
|
)
|
|||||
|
|
—
|
|
|
2,311,667
|
|
|
478,285
|
|
|
1,855
|
|
|
2,791,807
|
|
|||||
Investment in subsidiaries
|
|
839,217
|
|
|
—
|
|
|
—
|
|
|
(839,217
|
)
|
|
—
|
|
|||||
Other assets
|
|
9,155
|
|
|
7,793
|
|
|
35,015
|
|
|
—
|
|
|
51,963
|
|
|||||
Total assets
|
|
$
|
2,507,155
|
|
|
$
|
4,713,933
|
|
|
$
|
537,402
|
|
|
$
|
(4,663,009
|
)
|
|
$
|
3,095,481
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable-trade
|
|
$
|
—
|
|
|
$
|
26,224
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
26,230
|
|
Intercompany payable
|
|
95,362
|
|
|
3,730,287
|
|
|
—
|
|
|
(3,825,649
|
)
|
|
—
|
|
|||||
Other current liabilities
|
|
49,190
|
|
|
189,264
|
|
|
2,045
|
|
|
—
|
|
|
240,499
|
|
|||||
Total current liabilities
|
|
144,552
|
|
|
3,945,775
|
|
|
2,051
|
|
|
(3,825,649
|
)
|
|
266,729
|
|
|||||
Long-term debt
|
|
450,000
|
|
|
223,500
|
|
|
—
|
|
|
—
|
|
|
673,500
|
|
|||||
Asset retirement obligations
|
|
—
|
|
|
8,447
|
|
|
—
|
|
|
—
|
|
|
8,447
|
|
|||||
Deferred income taxes
|
|
161,592
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
161,592
|
|
|||||
Total liabilities
|
|
756,144
|
|
|
4,177,722
|
|
|
2,051
|
|
|
(3,825,649
|
)
|
|
1,110,268
|
|
|||||
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Stockholders’ equity:
|
|
1,751,011
|
|
|
536,211
|
|
|
535,351
|
|
|
(1,071,562
|
)
|
|
1,751,011
|
|
|||||
Noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
234,202
|
|
|
234,202
|
|
|||||
Total equity
|
|
1,751,011
|
|
|
536,211
|
|
|
535,351
|
|
|
(837,360
|
)
|
|
1,985,213
|
|
|||||
Total liabilities and equity
|
|
$
|
2,507,155
|
|
|
$
|
4,713,933
|
|
|
$
|
537,402
|
|
|
$
|
(4,663,009
|
)
|
|
$
|
3,095,481
|
|
Condensed Consolidated Statement of Operations
|
||||||||||||||||||||
Three Months Ended June 30, 2015
|
||||||||||||||||||||
(In thousands)
|
||||||||||||||||||||
|
|
|
|
|
|
Non–
|
|
|
|
|
||||||||||
|
|
|
|
Guarantor
|
|
Guarantor
|
|
|
|
|
||||||||||
|
|
Parent
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Oil sales
|
|
$
|
—
|
|
|
$
|
89,318
|
|
|
$
|
—
|
|
|
$
|
18,309
|
|
|
$
|
107,627
|
|
Natural gas sales
|
|
—
|
|
|
3,896
|
|
|
—
|
|
|
514
|
|
|
4,410
|
|
|||||
Natural gas liquid sales
|
|
—
|
|
|
6,230
|
|
|
—
|
|
|
796
|
|
|
7,026
|
|
|||||
Royalty income
|
|
—
|
|
|
—
|
|
|
19,619
|
|
|
(19,619
|
)
|
|
—
|
|
|||||
Total revenues
|
|
—
|
|
|
99,444
|
|
|
19,619
|
|
|
—
|
|
|
119,063
|
|
|||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Lease operating expenses
|
|
—
|
|
|
20,472
|
|
|
—
|
|
|
—
|
|
|
20,472
|
|
|||||
Production and ad valorem taxes
|
|
—
|
|
|
6,258
|
|
|
1,417
|
|
|
—
|
|
|
7,675
|
|
|||||
Gathering and transportation
|
|
—
|
|
|
1,625
|
|
|
—
|
|
|
—
|
|
|
1,625
|
|
|||||
Depreciation, depletion and amortization
|
|
—
|
|
|
47,961
|
|
|
8,949
|
|
|
186
|
|
|
57,096
|
|
|||||
Impairment expense
|
|
—
|
|
|
323,451
|
|
|
—
|
|
|
—
|
|
|
323,451
|
|
|||||
General and administrative expenses
|
|
4,235
|
|
|
2,142
|
|
|
1,307
|
|
|
—
|
|
|
7,684
|
|
|||||
Asset retirement obligation accretion expense
|
|
—
|
|
|
180
|
|
|
—
|
|
|
—
|
|
|
180
|
|
|||||
Total costs and expenses
|
|
4,235
|
|
|
402,089
|
|
|
11,673
|
|
|
186
|
|
|
418,183
|
|
|||||
Income (loss) from operations
|
|
(4,235
|
)
|
|
(302,645
|
)
|
|
7,946
|
|
|
(186
|
)
|
|
(299,120
|
)
|
|||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
|
(8,911
|
)
|
|
(1,156
|
)
|
|
(207
|
)
|
|
—
|
|
|
(10,274
|
)
|
|||||
Other income
|
|
1
|
|
|
71
|
|
|
306
|
|
|
—
|
|
|
378
|
|
|||||
Other income - related party
|
|
—
|
|
|
55
|
|
|
—
|
|
|
—
|
|
|
55
|
|
|||||
Loss on derivative instruments, net
|
|
—
|
|
|
(19,123
|
)
|
|
—
|
|
|
—
|
|
|
(19,123
|
)
|
|||||
Total other income (expense), net
|
|
(8,910
|
)
|
|
(20,153
|
)
|
|
99
|
|
|
—
|
|
|
(28,964
|
)
|
|||||
Income (loss) before income taxes
|
|
(13,145
|
)
|
|
(322,798
|
)
|
|
8,045
|
|
|
(186
|
)
|
|
(328,084
|
)
|
|||||
Benefit from income taxes
|
|
(116,732
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(116,732
|
)
|
|||||
Net income (loss)
|
|
103,587
|
|
|
(322,798
|
)
|
|
8,045
|
|
|
(186
|
)
|
|
(211,352
|
)
|
|||||
Less: Net income attributable to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
935
|
|
|
935
|
|
|||||
Net income (loss) attributable to Diamondback Energy, Inc.
|
|
$
|
103,587
|
|
|
$
|
(322,798
|
)
|
|
$
|
8,045
|
|
|
$
|
(1,121
|
)
|
|
$
|
(212,287
|
)
|
Condensed Consolidated Statement of Operations
|
||||||||||||||||||||
Three Months Ended June 30, 2014
|
||||||||||||||||||||
(In thousands)
|
||||||||||||||||||||
|
|
|
|
|
|
Non–
|
|
|
|
|
||||||||||
|
|
|
|
Guarantor
|
|
Guarantor
|
|
|
|
|
||||||||||
|
|
Parent
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Oil sales
|
|
$
|
—
|
|
|
$
|
99,573
|
|
|
$
|
—
|
|
|
$
|
15,709
|
|
|
$
|
115,282
|
|
Natural gas sales
|
|
—
|
|
|
3,738
|
|
|
—
|
|
|
591
|
|
|
4,329
|
|
|||||
Natural gas liquid sales
|
|
—
|
|
|
6,444
|
|
|
—
|
|
|
949
|
|
|
7,393
|
|
|||||
Royalty income
|
|
—
|
|
|
—
|
|
|
17,249
|
|
|
(17,249
|
)
|
|
—
|
|
|||||
Total revenues
|
|
—
|
|
|
109,755
|
|
|
17,249
|
|
|
—
|
|
|
127,004
|
|
|||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Lease operating expenses
|
|
—
|
|
|
10,496
|
|
|
—
|
|
|
—
|
|
|
10,496
|
|
|||||
Production and ad valorem taxes
|
|
—
|
|
|
7,162
|
|
|
1,392
|
|
|
—
|
|
|
8,554
|
|
|||||
Gathering and transportation
|
|
—
|
|
|
703
|
|
|
—
|
|
|
—
|
|
|
703
|
|
|||||
Depreciation, depletion and amortization
|
|
—
|
|
|
34,616
|
|
|
5,405
|
|
|
—
|
|
|
40,021
|
|
|||||
General and administrative expenses
|
|
3,428
|
|
|
287
|
|
|
297
|
|
|
(78
|
)
|
|
3,934
|
|
|||||
Asset retirement obligation accretion expense
|
|
—
|
|
|
104
|
|
|
—
|
|
|
—
|
|
|
104
|
|
|||||
Intercompany charges
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total costs and expenses
|
|
3,428
|
|
|
53,368
|
|
|
7,094
|
|
|
(78
|
)
|
|
63,812
|
|
|||||
Income (loss) from operations
|
|
(3,428
|
)
|
|
56,387
|
|
|
10,155
|
|
|
78
|
|
|
63,192
|
|
|||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income - intercompany
|
|
5,387
|
|
|
—
|
|
|
—
|
|
|
(5,387
|
)
|
|
—
|
|
|||||
Interest expense
|
|
(6,657
|
)
|
|
(1,082
|
)
|
|
—
|
|
|
—
|
|
|
(7,739
|
)
|
|||||
Interest expense - intercompany
|
|
—
|
|
|
—
|
|
|
(5,387
|
)
|
|
5,387
|
|
|
—
|
|
|||||
Other income - intercompany
|
|
—
|
|
|
108
|
|
|
—
|
|
|
(78
|
)
|
|
30
|
|
|||||
Loss on derivative instruments, net
|
|
—
|
|
|
(11,088
|
)
|
|
—
|
|
|
—
|
|
|
(11,088
|
)
|
|||||
Total other income (expense), net
|
|
(1,270
|
)
|
|
(13,470
|
)
|
|
(5,387
|
)
|
|
(78
|
)
|
|
(20,205
|
)
|
|||||
Income (loss) before income taxes
|
|
(4,698
|
)
|
|
42,917
|
|
|
4,768
|
|
|
—
|
|
|
42,987
|
|
|||||
Provision for income taxes
|
|
15,163
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,163
|
|
|||||
Net income (loss)
|
|
(19,861
|
)
|
|
42,917
|
|
|
4,768
|
|
|
—
|
|
|
27,824
|
|
|||||
Less: Net income attributable to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
71
|
|
|
71
|
|
|||||
Net income (loss) attributable to Diamondback Energy, Inc.
|
|
$
|
(19,861
|
)
|
|
$
|
42,917
|
|
|
$
|
4,768
|
|
|
$
|
(71
|
)
|
|
$
|
27,753
|
|
Condensed Consolidated Statement of Operations
|
||||||||||||||||||||
Six Months Ended June 30, 2015
|
||||||||||||||||||||
(In thousands)
|
||||||||||||||||||||
|
|
|
|
|
|
Non–
|
|
|
|
|
||||||||||
|
|
|
|
Guarantor
|
|
Guarantor
|
|
|
|
|
||||||||||
|
|
Parent
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Oil sales
|
|
$
|
—
|
|
|
$
|
166,702
|
|
|
$
|
—
|
|
|
$
|
33,841
|
|
|
$
|
200,543
|
|
Natural gas sales
|
|
—
|
|
|
7,675
|
|
|
—
|
|
|
1,083
|
|
|
8,758
|
|
|||||
Natural gas liquid sales
|
|
—
|
|
|
9,923
|
|
|
—
|
|
|
1,240
|
|
|
11,163
|
|
|||||
Royalty income
|
|
—
|
|
|
—
|
|
|
36,164
|
|
|
(36,164
|
)
|
|
—
|
|
|||||
Total revenues
|
|
—
|
|
|
184,300
|
|
|
36,164
|
|
|
—
|
|
|
220,464
|
|
|||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Lease operating expenses
|
|
—
|
|
|
42,928
|
|
|
—
|
|
|
—
|
|
|
42,928
|
|
|||||
Production and ad valorem taxes
|
|
—
|
|
|
13,325
|
|
|
2,745
|
|
|
—
|
|
|
16,070
|
|
|||||
Gathering and transportation
|
|
—
|
|
|
2,655
|
|
|
—
|
|
|
—
|
|
|
2,655
|
|
|||||
Depreciation, depletion and amortization
|
|
—
|
|
|
98,268
|
|
|
17,850
|
|
|
655
|
|
|
116,773
|
|
|||||
Impairment expense
|
|
—
|
|
|
323,451
|
|
|
—
|
|
|
—
|
|
|
323,451
|
|
|||||
General and administrative expenses
|
|
8,753
|
|
|
4,308
|
|
|
2,859
|
|
|
—
|
|
|
15,920
|
|
|||||
Asset retirement obligation accretion expense
|
|
—
|
|
|
350
|
|
|
—
|
|
|
—
|
|
|
350
|
|
|||||
Total costs and expenses
|
|
8,753
|
|
|
485,285
|
|
|
23,454
|
|
|
655
|
|
|
518,147
|
|
|||||
Income (loss) from operations
|
|
(8,753
|
)
|
|
(300,985
|
)
|
|
12,710
|
|
|
(655
|
)
|
|
(297,683
|
)
|
|||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income - intercompany
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Interest expense
|
|
(17,821
|
)
|
|
(2,575
|
)
|
|
(375
|
)
|
|
—
|
|
|
(20,771
|
)
|
|||||
Other income
|
|
1
|
|
|
77
|
|
|
792
|
|
|
—
|
|
|
870
|
|
|||||
Other income - related party
|
|
—
|
|
|
78
|
|
|
—
|
|
|
—
|
|
|
78
|
|
|||||
Loss on derivative instruments, net
|
|
—
|
|
|
(769
|
)
|
|
—
|
|
|
—
|
|
|
(769
|
)
|
|||||
Total other income (expense), net
|
|
(17,820
|
)
|
|
(3,189
|
)
|
|
417
|
|
|
—
|
|
|
(20,592
|
)
|
|||||
Income (loss) before income taxes
|
|
(26,573
|
)
|
|
(304,174
|
)
|
|
13,127
|
|
|
(655
|
)
|
|
(318,275
|
)
|
|||||
Benefit from income taxes
|
|
(113,362
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(113,362
|
)
|
|||||
Net income (loss)
|
|
86,789
|
|
|
(304,174
|
)
|
|
13,127
|
|
|
(655
|
)
|
|
(204,913
|
)
|
|||||
Less: Net income attributable to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,525
|
|
|
1,525
|
|
|||||
Net income (loss) attributable to Diamondback Energy, Inc.
|
|
$
|
86,789
|
|
|
$
|
(304,174
|
)
|
|
$
|
13,127
|
|
|
$
|
(2,180
|
)
|
|
$
|
(206,438
|
)
|
Condensed Consolidated Statement of Operations
|
||||||||||||||||||||
Six Months Ended June 30, 2014
|
||||||||||||||||||||
(In thousands)
|
||||||||||||||||||||
|
|
|
|
|
|
Non–
|
|
|
|
|
||||||||||
|
|
|
|
Guarantor
|
|
Guarantor
|
|
|
|
|
||||||||||
|
|
Parent
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Oil sales
|
|
$
|
—
|
|
|
$
|
174,822
|
|
|
$
|
—
|
|
|
$
|
30,218
|
|
|
$
|
205,040
|
|
Natural gas sales
|
|
—
|
|
|
6,570
|
|
|
—
|
|
|
1,094
|
|
|
7,664
|
|
|||||
Natural gas liquid sales
|
|
—
|
|
|
10,514
|
|
|
—
|
|
|
1,790
|
|
|
12,304
|
|
|||||
Royalty income
|
|
—
|
|
|
—
|
|
|
33,102
|
|
|
(33,102
|
)
|
|
—
|
|
|||||
Total revenues
|
|
—
|
|
|
191,906
|
|
|
33,102
|
|
|
—
|
|
|
225,008
|
|
|||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Lease operating expenses
|
|
—
|
|
|
18,411
|
|
|
—
|
|
|
—
|
|
|
18,411
|
|
|||||
Production and ad valorem taxes
|
|
—
|
|
|
12,065
|
|
|
2,331
|
|
|
—
|
|
|
14,396
|
|
|||||
Gathering and transportation
|
|
—
|
|
|
1,285
|
|
|
—
|
|
|
—
|
|
|
1,285
|
|
|||||
Depreciation, depletion and amortization
|
|
—
|
|
|
60,417
|
|
|
10,577
|
|
|
—
|
|
|
70,994
|
|
|||||
General and administrative expenses
|
|
7,413
|
|
|
793
|
|
|
285
|
|
|
—
|
|
|
8,491
|
|
|||||
Asset retirement obligation accretion expense
|
|
—
|
|
|
176
|
|
|
—
|
|
|
—
|
|
|
176
|
|
|||||
Intercompany charges
|
|
—
|
|
|
—
|
|
|
156
|
|
|
(156
|
)
|
|
—
|
|
|||||
Total costs and expenses
|
|
7,413
|
|
|
93,147
|
|
|
13,349
|
|
|
(156
|
)
|
|
113,753
|
|
|||||
Income (loss) from operations
|
|
(7,413
|
)
|
|
98,759
|
|
|
19,753
|
|
|
156
|
|
|
111,255
|
|
|||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Interest income - intercompany
|
|
10,755
|
|
|
—
|
|
|
—
|
|
|
(10,755
|
)
|
|
—
|
|
|||||
Interest expense
|
|
(12,544
|
)
|
|
(1,700
|
)
|
|
—
|
|
|
—
|
|
|
(14,244
|
)
|
|||||
Interest expense - intercompany
|
|
—
|
|
|
—
|
|
|
(10,755
|
)
|
|
10,755
|
|
|
—
|
|
|||||
Other income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other income - related party
|
|
—
|
|
|
216
|
|
|
—
|
|
|
(156
|
)
|
|
60
|
|
|||||
Other expense
|
|
—
|
|
|
(1,408
|
)
|
|
—
|
|
|
—
|
|
|
(1,408
|
)
|
|||||
Loss on derivative instruments, net
|
|
—
|
|
|
(15,486
|
)
|
|
|
|
—
|
|
|
(15,486
|
)
|
||||||
Total other income (expense), net
|
|
(1,789
|
)
|
|
(18,378
|
)
|
|
(10,755
|
)
|
|
(156
|
)
|
|
(31,078
|
)
|
|||||
Income (loss) before income taxes
|
|
(9,202
|
)
|
|
80,381
|
|
|
8,998
|
|
|
—
|
|
|
80,177
|
|
|||||
Provision for income taxes
|
|
28,764
|
|
|
—
|
|
|
—
|
|
|
|
|
28,764
|
|
||||||
Net income (loss)
|
|
(37,966
|
)
|
|
80,381
|
|
|
8,998
|
|
|
—
|
|
|
51,413
|
|
|||||
Less: Net income attributable to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
71
|
|
|
71
|
|
|||||
Net income (loss) attributable to Diamondback Energy, Inc.
|
|
$
|
(37,966
|
)
|
|
$
|
80,381
|
|
|
$
|
8,998
|
|
|
$
|
(71
|
)
|
|
$
|
51,342
|
|
Condensed Consolidated Statement of Cash Flows
|
||||||||||||||||||||
Six Months Ended June 30, 2015
|
||||||||||||||||||||
(In thousands)
|
||||||||||||||||||||
|
|
|
|
|
|
Non–
|
|
|
|
|
||||||||||
|
|
|
|
Guarantor
|
|
Guarantor
|
|
|
|
|
||||||||||
|
|
Parent
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided (used in) by operating activities
|
|
$
|
(19,006
|
)
|
|
$
|
188,619
|
|
|
$
|
30,173
|
|
|
$
|
—
|
|
|
$
|
199,786
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to oil and natural gas properties
|
|
—
|
|
|
(242,365
|
)
|
|
77
|
|
|
—
|
|
|
(242,288
|
)
|
|||||
Acquisition of leasehold interests
|
|
—
|
|
|
(435,398
|
)
|
|
—
|
|
|
—
|
|
|
(435,398
|
)
|
|||||
Purchase of other property and equipment
|
|
—
|
|
|
(604
|
)
|
|
—
|
|
|
—
|
|
|
(604
|
)
|
|||||
Equity investments
|
|
—
|
|
|
(1,675
|
)
|
|
—
|
|
|
—
|
|
|
(1,675
|
)
|
|||||
Intercompany transfers
|
|
(147,214
|
)
|
|
147,214
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities
|
|
(147,214
|
)
|
|
(532,828
|
)
|
|
77
|
|
|
—
|
|
|
(679,965
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from borrowing on credit facility
|
|
—
|
|
|
363,501
|
|
|
—
|
|
|
—
|
|
|
363,501
|
|
|||||
Repayment on credit facility
|
|
—
|
|
|
(319,001
|
)
|
|
—
|
|
|
—
|
|
|
(319,001
|
)
|
|||||
Proceeds from public offerings
|
|
453,060
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
453,060
|
|
|||||
Distribution from subsidiary
|
|
30,997
|
|
|
—
|
|
|
—
|
|
|
(30,997
|
)
|
|
—
|
|
|||||
Distribution to non-controlling interest
|
|
—
|
|
|
—
|
|
|
(35,071
|
)
|
|
30,997
|
|
|
(4,074
|
)
|
|||||
Intercompany transfers
|
|
(319,001
|
)
|
|
319,001
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other financing activities
|
|
1,497
|
|
|
(8
|
)
|
|
(301
|
)
|
|
—
|
|
|
1,188
|
|
|||||
Net cash provided by (used in) financing activities
|
|
166,553
|
|
|
363,493
|
|
|
(35,372
|
)
|
|
—
|
|
|
494,674
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net increase (decrease) in cash and cash equivalents
|
|
333
|
|
|
19,284
|
|
|
(5,122
|
)
|
|
—
|
|
|
14,495
|
|
|||||
Cash and cash equivalents at beginning of period
|
|
6
|
|
|
15,067
|
|
|
15,110
|
|
|
—
|
|
|
30,183
|
|
|||||
Cash and cash equivalents at end of period
|
|
$
|
339
|
|
|
$
|
34,351
|
|
|
$
|
9,988
|
|
|
$
|
—
|
|
|
$
|
44,678
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidated Statement of Cash Flows
|
||||||||||||||||||||
Six Months Ended June 30, 2014
|
||||||||||||||||||||
(In thousands)
|
||||||||||||||||||||
|
|
|
|
|
|
Non–
|
|
|
|
|
||||||||||
|
|
|
|
Guarantor
|
|
Guarantor
|
|
|
|
|
||||||||||
|
|
Parent
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided by operating activities
|
|
$
|
(2,145
|
)
|
|
$
|
138,172
|
|
|
$
|
14,064
|
|
|
$
|
9,615
|
|
|
$
|
159,706
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to oil and natural gas properties
|
|
—
|
|
|
(204,075
|
)
|
|
(5,275
|
)
|
|
—
|
|
|
(209,350
|
)
|
|||||
Acquisition of leasehold interests
|
|
—
|
|
|
(312,207
|
)
|
|
—
|
|
|
—
|
|
|
(312,207
|
)
|
|||||
Acquisition of mineral interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Purchase of other property and equipment
|
|
—
|
|
|
(1,165
|
)
|
|
—
|
|
|
—
|
|
|
(1,165
|
)
|
|||||
Intercompany transfers
|
|
(203,169
|
)
|
|
223,169
|
|
|
—
|
|
|
(20,000
|
)
|
|
—
|
|
|||||
Other investing activities
|
|
—
|
|
|
(923
|
)
|
|
—
|
|
|
—
|
|
|
(923
|
)
|
|||||
Net cash used in investing activities
|
|
(203,169
|
)
|
|
(295,201
|
)
|
|
(5,275
|
)
|
|
(20,000
|
)
|
|
(523,645
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from borrowing on credit facility
|
|
—
|
|
|
166,000
|
|
|
—
|
|
|
—
|
|
|
166,000
|
|
|||||
Proceeds from public offerings
|
|
208,644
|
|
|
—
|
|
|
139,035
|
|
|
—
|
|
|
347,679
|
|
|||||
Other financing activities
|
|
3,648
|
|
|
(778
|
)
|
|
(4,057
|
)
|
|
2,885
|
|
|
1,698
|
|
|||||
Net cash provided by (used in) financing activities
|
|
212,292
|
|
|
165,222
|
|
|
(2,522
|
)
|
|
10,385
|
|
|
385,377
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net increase (decrease) in cash and cash equivalents
|
|
6,978
|
|
|
8,193
|
|
|
6,267
|
|
|
—
|
|
|
21,438
|
|
|||||
Cash and cash equivalents at beginning of period
|
|
526
|
|
|
14,267
|
|
|
762
|
|
|
—
|
|
|
15,555
|
|
|||||
Cash and cash equivalents at end of period
|
|
$
|
7,504
|
|
|
$
|
22,460
|
|
|
$
|
7,029
|
|
|
$
|
—
|
|
|
$
|
36,993
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
|
(in thousands, except Bbl, Mcf and BOE amounts)
|
||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
||||||||
Oil and natural gas revenues
|
|
$
|
119,063
|
|
|
$
|
127,004
|
|
|
$
|
220,464
|
|
|
$
|
225,008
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
||||||||
Lease operating expense
|
|
20,472
|
|
|
10,496
|
|
|
42,928
|
|
|
18,411
|
|
||||
Production and ad valorem taxes
|
|
7,675
|
|
|
8,554
|
|
|
16,070
|
|
|
14,396
|
|
||||
Gathering and transportation expense
|
|
1,625
|
|
|
703
|
|
|
2,655
|
|
|
1,285
|
|
||||
Depreciation, depletion and amortization
|
|
57,096
|
|
|
40,021
|
|
|
116,773
|
|
|
70,994
|
|
||||
Impairment of oil and gas properties
|
|
323,451
|
|
|
—
|
|
|
323,451
|
|
|
—
|
|
||||
General and administrative
|
|
7,684
|
|
|
3,934
|
|
|
15,920
|
|
|
8,491
|
|
||||
Asset retirement obligation accretion expense
|
|
180
|
|
|
104
|
|
|
350
|
|
|
176
|
|
||||
Total expenses
|
|
418,183
|
|
|
63,812
|
|
|
518,147
|
|
|
113,753
|
|
||||
Income (loss) from operations
|
|
(299,120
|
)
|
|
63,192
|
|
|
(297,683
|
)
|
|
111,255
|
|
||||
Net interest expense
|
|
(10,274
|
)
|
|
(7,739
|
)
|
|
(20,771
|
)
|
|
(14,244
|
)
|
||||
Other income
|
|
433
|
|
|
30
|
|
|
948
|
|
|
60
|
|
||||
Other expense
|
|
—
|
|
|
(1,408
|
)
|
|
—
|
|
|
(1,408
|
)
|
||||
Loss on derivative instruments, net
|
|
(19,123
|
)
|
|
(11,088
|
)
|
|
(769
|
)
|
|
(15,486
|
)
|
||||
Loss from equity investment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total other income (expense), net
|
|
(28,964
|
)
|
|
(20,205
|
)
|
|
(20,592
|
)
|
|
(31,078
|
)
|
||||
Income (loss) before income taxes
|
|
(328,084
|
)
|
|
42,987
|
|
|
(318,275
|
)
|
|
80,177
|
|
||||
Income tax provision (benefit)
|
|
(116,732
|
)
|
|
15,163
|
|
|
(113,362
|
)
|
|
28,764
|
|
||||
Net income (loss)
|
|
(211,352
|
)
|
|
27,824
|
|
|
(204,913
|
)
|
|
51,413
|
|
||||
Less: Net income attributable to noncontrolling interest
|
|
935
|
|
|
71
|
|
|
1,525
|
|
|
71
|
|
||||
Net income (loss) attributable to Diamondback Energy, Inc.
|
|
$
|
(212,287
|
)
|
|
$
|
27,753
|
|
|
(206,438
|
)
|
|
51,342
|
|
||
|
|
|
|
|
|
|
|
|
||||||||
Production Data:
|
|
|
|
|
|
|
|
|
||||||||
Oil (Bbls)
|
|
2,011,930
|
|
|
1,211,081
|
|
|
4,143,759
|
|
|
2,170,712
|
|
||||
Natural gas (Mcf)
|
|
1,803,080
|
|
|
989,382
|
|
|
3,401,890
|
|
|
1,697,801
|
|
||||
Natural gas liquids (Bbls)
|
|
414,982
|
|
|
247,124
|
|
|
773,906
|
|
|
389,147
|
|
||||
Combined volumes (BOE)
|
|
2,727,425
|
|
|
1,623,102
|
|
|
5,484,647
|
|
|
2,842,826
|
|
||||
Daily combined volumes (BOE/d)
|
|
29,972
|
|
|
17,836
|
|
|
30,302
|
|
|
15,706
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Average Prices
(1)
:
|
|
|
|
|
|
|
|
|
||||||||
Oil (per Bbl)
|
|
$
|
53.49
|
|
|
$
|
95.19
|
|
|
$
|
48.40
|
|
|
$
|
94.46
|
|
Natural gas (per Mcf)
|
|
2.45
|
|
|
4.38
|
|
|
2.57
|
|
|
4.51
|
|
||||
Natural gas liquids (per Bbl)
|
|
16.93
|
|
|
29.92
|
|
|
14.42
|
|
|
31.62
|
|
||||
Combined (per BOE)
|
|
43.65
|
|
|
78.25
|
|
|
40.20
|
|
|
79.15
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Average Costs (per BOE)
|
|
|
|
|
|
|
|
|
||||||||
Lease operating expense
|
|
$
|
7.51
|
|
|
$
|
6.47
|
|
|
$
|
7.83
|
|
|
$
|
6.48
|
|
Gathering and transportation expense
|
|
0.60
|
|
|
0.43
|
|
|
0.48
|
|
|
0.45
|
|
||||
Production and ad valorem taxes
|
|
2.81
|
|
|
5.27
|
|
|
2.93
|
|
|
5.06
|
|
||||
Production and ad valorem taxes as a % of sales
|
|
6.4
|
%
|
|
6.7
|
%
|
|
7.3
|
%
|
|
6.4
|
%
|
||||
Depreciation, depletion, and amortization
|
|
$
|
20.93
|
|
|
$
|
24.66
|
|
|
$
|
21.29
|
|
|
$
|
24.97
|
|
General and administrative
(2)
|
|
2.82
|
|
|
2.42
|
|
|
2.90
|
|
|
2.99
|
|
||||
Interest expense
|
|
3.77
|
|
|
4.77
|
|
|
3.79
|
|
|
5.01
|
|
(1)
|
|
After giving effect to our derivative instruments, the average prices per Bbl of oil and per BOE were $66.07 and $52.93, respectively, during the three months ended June 30, 2015 and $92.20 and $76.02, respectively, during the three months ended June 30, 2014. After giving effect to our derivative instruments, the average prices per Bbl of oil and per BOE were $65.01 and $52.75, respectively, during the six months ended June 30, 2015 and $92.30 and $77.50, respectively, during the six months ended June 30, 2014.
|
|
|
|
(2)
|
|
General and administrative includes non-cash stock based compensation, net of capitalized amounts, of $4,333 and $1,128 for the three months ended June 30, 2015 and 2014, respectively. Excluding stock based compensation from the above metric results in general and administrative cost per BOE of $1.23 and $1.73 for the three months ended June 30, 2015 and 2014, respectively. General and administrative includes non-cash stock based compensation, net of capitalized amounts, of $9,257 and $3,318 for the six months ended June 30, 2015 and 2014, respectively. Excluding stock based compensation from the above metric would have resulted in general and administrative cost per BOE of $1.21 and $1.82 for the six months ended June 30, 2015 and 2014, respectively.
|
|
|
|
Change in prices
|
|
Production volumes
(1)
|
|
Total net dollar effect of change
|
||||||
|
|
|
|
|
|
|
(in thousands)
|
||||||
|
Effect of changes in price:
|
|
|
|
|
|
|
||||||
|
Oil
|
|
$
|
(41.70
|
)
|
|
2,011,930
|
|
|
$
|
(83,896
|
)
|
|
|
Natural gas liquids
|
|
$
|
(12.99
|
)
|
|
414,982
|
|
|
$
|
(5,391
|
)
|
|
|
Natural gas
|
|
$
|
(1.93
|
)
|
|
1,803,080
|
|
|
$
|
(3,480
|
)
|
|
|
Total revenues due to change in price
|
|
|
|
|
|
$
|
(92,767
|
)
|
||||
|
|
|
|
|
|
|
|
||||||
|
|
|
Change in production volumes
(1)
|
|
Prior period average prices
|
|
Total net dollar effect of change
|
||||||
|
|
|
|
|
|
|
(in thousands)
|
||||||
|
Effect of changes in production volumes:
|
|
|
|
|
|
|
||||||
|
Oil
|
|
800,849
|
|
|
$
|
95.19
|
|
|
$
|
76,238
|
|
|
|
Natural gas liquids
|
|
167,858
|
|
|
$
|
29.92
|
|
|
$
|
5,024
|
|
|
|
Natural gas
|
|
813,698
|
|
|
$
|
4.38
|
|
|
$
|
3,564
|
|
|
|
Total revenues due to change in production volumes
|
|
|
|
|
|
$
|
84,826
|
|
||||
|
Total change in revenues
|
|
|
|
|
|
$
|
(7,941
|
)
|
|
|
|
|
|
|
|
|
|
(1
|
)
|
Production volumes are presented in Bbls for oil and natural gas liquids and Mcf for natural gas
|
|
|
Three Months Ended June 30,
|
||||||
|
|
2015
|
|
2014
|
||||
|
|
|
|
|
||||
|
|
(in thousands, except BOE amounts)
|
||||||
Depletion of proved oil and natural gas properties
|
|
$
|
56,677
|
|
|
$
|
39,704
|
|
Depreciation of other property and equipment
|
|
419
|
|
|
317
|
|
||
DD&A
|
|
$
|
57,096
|
|
|
$
|
40,021
|
|
|
|
|
|
|
||||
Oil and natural gas properties DD&A per BOE
|
|
$
|
20.78
|
|
|
$
|
24.46
|
|
Total DD&A per BOE
|
|
$
|
20.93
|
|
|
$
|
24.66
|
|
|
|
|
|
|
|
|
|
Change in prices
|
|
Production volumes
(1)
|
|
Total net dollar effect of change
|
||||||
|
|
|
|
|
|
|
(in thousands)
|
||||||
|
Effect of changes in price:
|
|
|
|
|
|
|
||||||
|
Oil
|
|
$
|
(46.06
|
)
|
|
4,143,759
|
|
|
$
|
(190,863
|
)
|
|
|
Natural gas liquids
|
|
$
|
(17.20
|
)
|
|
773,906
|
|
|
$
|
(13,311
|
)
|
|
|
Natural gas
|
|
$
|
(1.94
|
)
|
|
3,401,890
|
|
|
$
|
(6,599
|
)
|
|
|
Total revenues due to change in price
|
|
|
|
|
|
$
|
(210,773
|
)
|
||||
|
|
|
|
|
|
|
|
||||||
|
|
|
Change in production volumes
(1)
|
|
Prior period average prices
|
|
Total net dollar effect of change
|
||||||
|
|
|
|
|
|
|
(in thousands)
|
||||||
|
Effect of changes in production volumes:
|
|
|
|
|
|
|
||||||
|
Oil
|
|
1,973,047
|
|
|
$
|
94.46
|
|
|
$
|
186,370
|
|
|
|
Natural gas liquids
|
|
384,759
|
|
|
$
|
31.62
|
|
|
$
|
12,174
|
|
|
|
Natural gas
|
|
1,704,089
|
|
|
$
|
4.51
|
|
|
$
|
7,685
|
|
|
|
Total revenues due to change in production volumes
|
|
|
|
|
|
$
|
206,229
|
|
||||
|
Total change in revenues
|
|
|
|
|
|
$
|
(4,544
|
)
|
|
|
|
|
|
|
|
|
|
(1
|
)
|
Production volumes are presented in Bbls for oil and natural gas liquids and Mcf for natural gas
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2015
|
|
2014
|
||||
|
|
|
|
|
||||
|
|
(in thousands, except BOE amounts)
|
||||||
Depletion of proved oil and natural gas properties
|
|
$
|
115,932
|
|
|
$
|
70,427
|
|
Depreciation of other property and equipment
|
|
841
|
|
|
567
|
|
||
DD&A
|
|
$
|
116,773
|
|
|
$
|
70,994
|
|
|
|
|
|
|
||||
Oil and natural gas properties DD&A per BOE
|
|
$
|
21.14
|
|
|
$
|
24.81
|
|
Total DD&A per BOE
|
|
$
|
21.29
|
|
|
$
|
24.97
|
|
|
|
|
|
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2015
|
|
2014
|
||||
|
|
|
|
|
||||
|
|
(in thousands)
|
||||||
Net cash provided by operating activities
|
|
$
|
199,786
|
|
|
$
|
159,706
|
|
Net cash used in investing activities
|
|
(679,965
|
)
|
|
(523,645
|
)
|
||
Net cash provided by financing activities
|
|
$
|
494,674
|
|
|
$
|
385,377
|
|
Net change in cash
|
|
$
|
14,495
|
|
|
$
|
21,438
|
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2015
|
|
2014
|
||||
|
|
|
|
|
||||
|
|
(in thousands)
|
||||||
Drilling, completion and infrastructure
|
|
$
|
(242,288
|
)
|
|
$
|
(210,515
|
)
|
Acquisition of leasehold interests
|
|
(435,398
|
)
|
|
(312,207
|
)
|
||
Acquisition of Gulfport properties
|
|
—
|
|
|
—
|
|
||
Acquisition of mineral interests
|
|
—
|
|
|
—
|
|
||
Purchase of other property and equipment
|
|
(604
|
)
|
|
(934
|
)
|
||
Proceeds from sale of property and equipment
|
|
—
|
|
|
11
|
|
||
Cost method investment
|
|
(1,675
|
)
|
|
—
|
|
||
Settlement of non-hedge derivative instruments
|
|
—
|
|
|
—
|
|
||
Receipt on derivative margins
|
|
—
|
|
|
—
|
|
||
Net cash used in investing activities
|
|
$
|
(679,965
|
)
|
|
$
|
(523,645
|
)
|
Financial Covenant
|
|
|
Required Ratio
|
Ratio of total debt to EBITDAX
|
|
Not greater than 4.0 to 1.0
|
|
Ratio of current assets to liabilities, as defined in the credit agreement
|
|
Not less than 1.0 to 1.0
|
•
|
$285.0 million to $315.0 million will be spent on drilling and completing 60 to 70 gross (49 to 57 net) operated horizontal wells focused in Midland, Andrews, Upton, Martin and Dawson Counties;
|
•
|
$20.0 million to $30.0 million will be spent on infrastructure;
|
•
|
$20.0 million to $30.0 million will be spent on non-operated activity and other expenditures; and
|
•
|
an estimated $75.0 million for expenditures related to 2014 activity (net of expenditures from 2015 expected to be carried into 2016).
|
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).
|
|
|
||
4.4
|
|
Indenture, dated as of September 18, 2013, among Diamondback Energy, Inc., the subsidiary guarantors party thereto and Wells Fargo, N.A., as trustee (including the form of Diamondback Energy, Inc.’s 7.625% Senior Note due October 2021 (incorporated by reference to Exhibit 4.1 to the Form 8-K, File No. 001-35700, filed by the Company with the SEC on September 18, 2013).
|
|
|
||
4.5
|
|
First Supplemental Indenture, dated as of November 5, 2013, by and among Diamondback Energy, Inc., the subsidiary guarantors party thereto and Wells Fargo, National Association, as trustee (incorporated by reference to Exhibit 4.5 to the Form 10-K, File No. 001-35700, filed by the Company with the SEC on February 19, 2014).
|
|
|
||
4.6
|
|
Second Supplemental Indenture, dated as of October 8, 2014, by and among Diamondback Energy, Inc., White Fang Energy LLC, as subsidiary guarantor, other subsidiary guarantors party thereo and Wells Fargo, National Association, as trustee.
|
|
|
|
|
10.1*
|
|
First Amendment, dated as of August 15, 2014, to Credit Agreement, dated as of July 8, 2014, among Viper Energy Partners LP, as borrower, the guarantors party thereto, Wells Fargo, National Association, as administrative agent, and certain lenders party thereto.
|
|
|
|
|
10.2*
|
|
Second Amendment, dated as of May 22, 2015, to Credit Agreement, dated as of July 8, 2014, among Viper Energy Partners LP, as borrower, the guarantors party thereto, Wells Fargo, National Association, as administrative agent, and certain lenders party thereto.
|
|
|
|
|
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.
|
**
|
The certifications attached as Exhibit 32.1 and Exhibit 32.2 accompany this Annual Report on Form 10-K 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 10, 2015
|
|
|
|
/s/ Travis D. Stice
|
|
|
Travis D. Stice
|
|
|
Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
/s/ Teresa L. Dick
|
|
|
Teresa L. Dick
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer)
|
|
|
VIPER ENERGY PARTNERS LP, as Borrower
|
|
|
By:Viper Energy Partners GP LLC, its general partner
|
|
|
|
|
|
|
|
|
By:
/s/ Teresa L. Dick
|
|
|
Name:Teresa L. Dick
|
|
|
Title:Chief Financial Officer
|
|
|
|
|
|
|
|
|
VIPER ENERGY PARTNERS LLC,
as a Guarantor
|
|
|
|
|
|
|
|
|
By:
/s/ Teresa L. Dick
|
|
|
Name:Teresa L. Dick
|
|
|
Title:Chief Financial Officer
|
|
WELLS FARGO BANK, NATIONAL ASSOCIATION
,
as Administrative Agent and a Lender
|
|
By:
/s/ Patrick J. Fults
|
|
Name:Patrick J. Fults
|
|
Title:Vice President
|
|
COMPASS BANK, as a Lender
|
|
By:
/s/ Umar Hassan
|
|
Name: Umar Hassan
|
|
Title: Vice President
|
|
CANADIAN IMPERIAL BANK OF COMMERCE,NEW YORK BRANCH, as a Lender
|
|
By:
/s/ William M. Reid
|
|
Name: William M. Reid
|
|
Title: Authorized Signatory
|
|
|
|
By:
/s/ Richard Antl
|
|
Name: Richard Antl
|
|
Title: Authorized Signatory
|
|
COMERICA BANK, as a Lender
|
|
By:
/s/ Brandon M. White
|
|
Name: Brandon M. White
|
|
Title: Assistant Vice President
|
|
PNC BANK NATIONAL ASSOCIATION, as a Lender
|
|
By:
/s/ John Berry
|
|
Name: John Berry
|
|
Title: Vice President
|
Name of Lender
|
Applicable Percentage
|
Maximum Credit Amount
|
Wells Fargo Bank, National Association
|
36.36%
|
$40,000,000.00
|
Compass Bank
|
15.91%
|
$17,500,000.00
|
Canadian Imperial Bank of Commerce, NY Branch
|
15.91%
|
$17,500,000.00
|
Comerica Bank
|
15.91%
|
$17,500,000.00
|
PNC Bank, National Association
|
15.91%
|
$17,500,000.00
|
Aggregate Maximum Credit Amount
|
100.00%
|
$110,000,000.00
|
|
|
VIPER ENERGY PARTNERS LP, as Borrower
|
|
|
By:Viper Energy Partners GP LLC, its general partner
|
|
|
|
|
|
|
|
|
By:
/s/ Teresa L. Dick
|
|
|
Name:Teresa L. Dick
|
|
|
Title:Chief Financial Officer
|
|
|
|
|
|
|
|
|
VIPER ENERGY PARTNERS LLC,
as a Guarantor
|
|
|
|
|
|
|
|
|
By:
/s/ Teresa L. Dick
|
|
|
Name:Teresa L. Dick
|
|
|
Title:Chief Financial Officer
|
|
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Administrative Agent and a Lender |
|
By: /s/ Patrick J. Fults
|
|
Name:Patrick J. Fults
|
|
Title:Vice President
|
|
COMPASS BANK, as a Lender
|
|
By: /s/ Kathleen J. Bowen
|
|
Name: Kathleen J. Bowen
|
|
Title: Managing Director
|
|
CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, as a Lender
|
|
By: /s/ Trudy Nelson
|
|
Name: Trudy Nelson
|
|
Title: Authorized Signatory
|
|
|
|
By: /s/ William M. Reid
|
|
Name: William M. Reid
|
|
Title: Authorized Signatory
|
|
COMERICA BANK, as a Lender
|
|
By: /s/ Brandon M. White
|
|
Name: Brandon M. White
|
|
Title: Vice President
|
|
PNC BANK NATIONAL ASSOCIATION, as a Lender
|
|
By: /s/ Sandra Aultman
|
|
Name: Sandra Aultman
|
|
Title: Managing Director
|
|
By: Viper Energy Partners GP LLC, its general partner
|
|
By: ____________________________
|
|
Name:
|
|
Title:
|
Name of Lender
|
Applicable Percentage
|
Maximum Credit Amount
|
Wells Fargo Bank, National Association
|
28.57142857%
|
$57,142,857.16
|
Compass Bank
|
17.85714286%
|
$35,714,285.71
|
Canadian Imperial Bank of Commerce, New York Branch
|
17.85714286%
|
$35,714,285.71
|
Comerica Bank
|
17.85714286%
|
$35,714,285.71
|
PNC Bank, National Association
|
17.85714286%
|
$35,714,285.71
|
Aggregate Maximum Credit Amount
|
100.00000000%
|
$200,000,000.00
|
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)) and internal control over financial reporting (as defined in Exchange Act Rule 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:
|
August 10, 2015
|
|
/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)) and internal control over financial reporting (as defined in Exchange Act Rule 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:
|
August 10, 2015
|
|
/s/ Teresa L. Dick
|
|
|
|
Teresa L. Dick
|
|
|
|
Chief Financial Officer
|
|
|
|
|
Date:
|
August 10, 2015
|
|
/s/ Travis D. Stice
|
|
|
|
Travis D. Stice
|
|
|
|
Chief Executive Officer
|
|
|
|
|
Date:
|
August 10, 2015
|
|
/s/ Teresa L. Dick
|
|
|
|
Teresa L. Dick
|
|
|
|
Chief Financial Officer
|