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☒
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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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DE
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45-4502447
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(State or Other Jurisdiction of Incorporation or Organization)
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(I.R.S. Employer Identification Number)
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500 West Texas
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Suite 1200
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Midland,
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TX
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79701
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(Address of principal executive offices)
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(Zip code)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock outstanding as of August 2, 2019
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Common Stock
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FANG
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Nasdaq Global Select Market
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163,043,443
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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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☐
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Smaller Reporting Company
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☐
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Emerging Growth Company
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☐
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Page
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PART I. FINANCIAL INFORMATION
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PART II. OTHER INFORMATION
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Basin
|
A large depression on the earth’s surface in which sediments accumulate.
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Bbl
|
Stock tank barrel, or 42 U.S. gallons liquid volume, used in this report in reference to crude oil or other liquid hydrocarbons.
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BOE
|
Barrels of oil equivalent, with six thousand cubic feet of natural gas being equivalent to one barrel of oil.
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BOE/d
|
BOE per day.
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British Thermal Unit or Btu
|
The quantity of heat required to raise the temperature of one pound of water by one degree Fahrenheit.
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Completion
|
The process of treating a drilled well followed by the installation of permanent equipment for the production of natural gas or oil, or in the case of a dry hole, the reporting of abandonment to the appropriate agency.
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Crude oil
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Liquid hydrocarbons retrieved from geological structures underground to be refined into fuel sources.
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Finding and development costs
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Capital costs incurred in the acquisition, exploitation and exploration of proved oil and natural gas reserves divided by proved reserve additions and revisions to proved reserves.
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Gross acres or gross wells
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The total acres or wells, as the case may be, in which a working interest is owned.
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Horizontal drilling
|
A drilling technique used in certain formations where a well is drilled vertically to a certain depth and then drilled at a right angle with a specified interval.
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Horizontal wells
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Wells drilled directionally horizontal to allow for development of structures not reachable through traditional vertical drilling mechanisms.
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Mb/d
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Thousand barrels per day.
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Mcf
|
Thousand cubic feet of natural gas.
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Mineral interests
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The interests in ownership of the resource and mineral rights, giving an owner the right to profit from the extracted resources.
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MMBtu
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Million British Thermal Units.
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Net acres or net wells
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The sum of the fractional working interest owned in gross acres.
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Oil and natural gas properties
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Tracts of land consisting of properties to be developed for oil and natural gas resource extraction.
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Operator
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The individual or company responsible for the exploration and/or production of an oil or natural gas well or lease.
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Plugging and abandonment
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Refers to the sealing off of fluids in the strata penetrated by a well so that the fluids from one stratum will not escape into another or to the surface. Regulations of all states require plugging of abandoned wells.
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Prospect
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A specific geographic area which, based on supporting geological, geophysical or other data and also preliminary economic analysis using reasonably anticipated prices and costs, is deemed to have potential for the discovery of commercial hydrocarbons.
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Proved reserves
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The estimated quantities of oil, natural gas and natural gas liquids which geological and engineering data demonstrate with reasonable certainty to be commercially recoverable in future years from known reservoirs under existing economic and operating conditions.
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Reserves
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The estimated remaining quantities of oil and natural gas and related substances anticipated to be economically producible, as of a given date, by application of development projects to known accumulations. In addition, there must exist, or there must be a reasonable expectation that there will exist, the legal right to produce or a revenue interest in the production, installed means of delivering oil and natural gas or related substances to the market and all permits and financing required to implement the project. Reserves are not assigned to adjacent reservoirs isolated by major, potentially sealing, faults until those reservoirs are penetrated and evaluated as economically producible. Reserves should not be assigned to areas that are clearly separated from a known accumulation by a non-productive reservoir (i.e., absence of reservoir, structurally low reservoir or negative test results). Such areas may contain prospective resources (i.e., potentially recoverable resources from undiscovered accumulations).
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Reservoir
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A porous and permeable underground formation containing a natural accumulation of producible natural gas and/or oil that is confined by impermeable rock or water barriers and is separate from other reservoirs.
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Royalty interest
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An interest that gives an owner the right to receive a portion of the resources or revenues without having to carry any costs of development.
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Spacing
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The distance between wells producing from the same reservoir. Spacing is often expressed in terms of acres (e.g., 40-acre spacing) and is often established by regulatory agencies.
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Working interest
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An operating interest that gives the owner the right to drill, produce and conduct operating activities on the property and receive a share of production and requires the owner to pay a share of the costs of drilling and production operations.
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Company
|
Diamondback Energy, Inc., a Delaware corporation.
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Equity Plan
|
The Company’s Equity Incentive Plan.
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Exchange Act
|
The Securities Exchange Act of 1934, as amended.
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GAAP
|
Accounting principles generally accepted in the United States.
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2024 Indenture
|
The indenture relating to the 2024 Senior Notes, dated as of October 28, 2016, among the Company, the subsidiary guarantors party thereto and Wells Fargo, as the trustee, as supplemented.
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2025 Indenture
|
The indenture relating to the 2025 Senior Notes, dated as of December 20, 2016, among the Company, the subsidiary guarantors party thereto and Wells Fargo, as the trustee, as supplemented.
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NYMEX
|
New York Mercantile Exchange.
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Rattler
|
Rattler Midstream LP, a Delaware limited partnership.
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Rattler’s General Partner
|
Rattler Midstream GP LLC, a Delaware limited liability company; the general partner of Rattler Midstream LP and a wholly-owned subsidiary of the Company.
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Rattler LLC
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Rattler Midstream Operating LLC, a Delaware limited liability company and a subsidiary of Rattler.
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Rattler LTIP
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Rattler Midstream LP Long-Term Incentive Plan.
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Rattler Offering
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Rattler’s initial public offering.
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Rattler’s Partnership Agreement
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The first amended and restated agreement of limited partnership, dated May 28, 2019.
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SEC
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United States Securities and Exchange Commission.
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Securities Act
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The Securities Act of 1933, as amended.
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2024 Senior Notes
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The Company’s 4.750% senior unsecured notes due 2024 in the aggregate principal amount of $1,250 million.
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2025 Senior Notes
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The Company’s 5.375% senior unsecured notes due 2025 in the aggregate principal amount of $800 million.
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Senior Notes
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The 2024 Senior Notes and the 2025 Senior Notes.
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Viper
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Viper Energy Partners LP, a Delaware limited partnership.
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Viper’s General Partner
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Viper Energy Partners GP LLC, a Delaware limited liability company and the General Partner of the Partnership.
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Viper LLC
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Viper Energy Partners LLC, a Delaware limited liability company and a subsidiary of the Partnership.
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Viper LTIP
|
Viper Energy Partners LP Long Term Incentive Plan.
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Viper Offering
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Viper’s initial public offering.
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Viper’s Partnership Agreement
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The second amended and restated agreement of limited partnership, dated May 9, 2018, as amended as of May 10, 2018.
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Wells Fargo
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Wells Fargo Bank, National Association.
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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, including our recent acquisition of certain leasehold acres and other assets from Ajax Resources, LLC and our recent acquisition of Energen Corporation, or Energen, discussed elsewhere in this report;
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•
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our pending drop-down transaction with our subsidiary Viper Energy Partners LP (“Viper”);
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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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2019
|
2018
|
||||
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(In millions, except par values and share data)
|
|||||
Assets
|
|
|
||||
Current assets:
|
|
|
||||
Cash and cash equivalents
|
$
|
326
|
|
$
|
215
|
|
Accounts receivable:
|
|
|
||||
Joint interest and other, net
|
168
|
|
96
|
|
||
Oil and natural gas sales
|
349
|
|
296
|
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||
Inventories
|
44
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|
37
|
|
||
Derivative instruments
|
29
|
|
231
|
|
||
Prepaid expenses and other
|
56
|
|
50
|
|
||
Total current assets
|
972
|
|
925
|
|
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Property and equipment:
|
|
|
||||
Oil and natural gas properties, full cost method of accounting ($9,585 million and $9,670 million excluded from amortization at June 30, 2019 and December 31, 2018, respectively)
|
24,076
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22,299
|
|
||
Midstream assets
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828
|
|
700
|
|
||
Other property, equipment and land
|
150
|
|
147
|
|
||
Accumulated depletion, depreciation, amortization and impairment
|
(3,451
|
)
|
(2,774
|
)
|
||
Net property and equipment
|
21,603
|
|
20,372
|
|
||
Funds held in escrow
|
13
|
|
—
|
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||
Equity method investments
|
187
|
|
1
|
|
||
Derivative instruments
|
23
|
|
—
|
|
||
Deferred tax asset
|
150
|
|
97
|
|
||
Investment in real estate, net
|
112
|
|
116
|
|
||
Other assets
|
111
|
|
85
|
|
||
Total assets
|
$
|
23,171
|
|
$
|
21,596
|
|
|
June 30,
|
December 31,
|
||||
|
2019
|
2018
|
||||
|
(In millions, except par values and share data)
|
|||||
Liabilities and Stockholders’ Equity
|
|
|
||||
Current liabilities:
|
|
|
||||
Accounts payable-trade
|
$
|
204
|
|
$
|
128
|
|
Accrued capital expenditures
|
573
|
|
495
|
|
||
Other accrued liabilities
|
239
|
|
253
|
|
||
Revenues and royalties payable
|
139
|
|
143
|
|
||
Derivative instruments
|
25
|
|
—
|
|
||
Total current liabilities
|
1,180
|
|
1,019
|
|
||
Long-term debt
|
4,472
|
|
4,464
|
|
||
Derivative instruments
|
8
|
|
15
|
|
||
Asset retirement obligations
|
142
|
|
136
|
|
||
Deferred income taxes
|
1,909
|
|
1,785
|
|
||
Other long-term liabilities
|
10
|
|
10
|
|
||
Total liabilities
|
7,721
|
|
7,429
|
|
||
Commitments and contingencies (Note 19)
|
|
|
||||
Stockholders’ equity:
|
|
|
||||
Common stock, $0.01 par value, 200,000,000 shares authorized, 163,949,167 issued and outstanding at June 30, 2019; 200,000,000 shares authorized, 164,273,447 issued and outstanding at December 31, 2018
|
2
|
|
2
|
|
||
Additional paid-in capital
|
12,933
|
|
12,936
|
|
||
Retained earnings
|
1,069
|
|
762
|
|
||
Total Diamondback Energy, Inc. stockholders’ equity
|
14,004
|
|
13,700
|
|
||
Non-controlling interest
|
1,446
|
|
467
|
|
||
Total equity
|
15,450
|
|
14,167
|
|
||
Total liabilities and equity
|
$
|
23,171
|
|
$
|
21,596
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||
|
2019
|
2018
|
|
2019
|
2018
|
||||||||
|
(In millions, except per share amounts, shares in thousands)
|
||||||||||||
Revenues:
|
|
|
|
|
|
||||||||
Oil sales
|
$
|
947
|
|
$
|
461
|
|
|
$
|
1,690
|
|
$
|
880
|
|
Natural gas sales
|
(9
|
)
|
12
|
|
|
20
|
|
26
|
|
||||
Natural gas liquid sales
|
62
|
|
43
|
|
|
132
|
|
76
|
|
||||
Lease bonus
|
2
|
|
1
|
|
|
3
|
|
1
|
|
||||
Midstream services
|
16
|
|
8
|
|
|
35
|
|
19
|
|
||||
Other operating income
|
3
|
|
2
|
|
|
5
|
|
4
|
|
||||
Total revenues
|
1,021
|
|
527
|
|
|
1,885
|
|
1,006
|
|
||||
Costs and expenses:
|
|
|
|
|
|
||||||||
Lease operating expenses
|
127
|
|
43
|
|
|
236
|
|
80
|
|
||||
Production and ad valorem taxes
|
64
|
|
33
|
|
|
119
|
|
60
|
|
||||
Gathering and transportation
|
17
|
|
7
|
|
|
29
|
|
11
|
|
||||
Midstream services
|
17
|
|
18
|
|
|
34
|
|
29
|
|
||||
Depreciation, depletion and amortization
|
359
|
|
130
|
|
|
681
|
|
245
|
|
||||
General and administrative expenses
|
22
|
|
15
|
|
|
49
|
|
31
|
|
||||
Asset retirement obligation accretion
|
3
|
|
—
|
|
|
5
|
|
1
|
|
||||
Other operating expense
|
1
|
|
—
|
|
|
2
|
|
1
|
|
||||
Total costs and expenses
|
610
|
|
246
|
|
|
1,155
|
|
458
|
|
||||
Income from operations
|
411
|
|
281
|
|
|
730
|
|
548
|
|
||||
Other income (expense):
|
|
|
|
|
|
||||||||
Interest expense, net
|
(49
|
)
|
(16
|
)
|
|
(95
|
)
|
(30
|
)
|
||||
Other income, net
|
2
|
|
84
|
|
|
3
|
|
87
|
|
||||
Gain (loss) on derivative instruments, net
|
94
|
|
(59
|
)
|
|
(174
|
)
|
(91
|
)
|
||||
Gain on revaluation of investment
|
—
|
|
4
|
|
|
4
|
|
5
|
|
||||
Total other income (expense), net
|
47
|
|
13
|
|
|
(262
|
)
|
(29
|
)
|
||||
Income before income taxes
|
458
|
|
294
|
|
|
468
|
|
519
|
|
||||
Provision for (benefit from) income taxes
|
102
|
|
(7
|
)
|
|
69
|
|
40
|
|
||||
Net income
|
356
|
|
301
|
|
|
399
|
|
479
|
|
||||
Net income attributable to non-controlling interest
|
7
|
|
82
|
|
|
40
|
|
97
|
|
||||
Net income attributable to Diamondback Energy, Inc.
|
$
|
349
|
|
$
|
219
|
|
|
$
|
359
|
|
$
|
382
|
|
Earnings per common share:
|
|
|
|
|
|
||||||||
Basic
|
$
|
2.12
|
|
$
|
2.22
|
|
|
$
|
2.18
|
|
$
|
3.87
|
|
Diluted
|
$
|
2.11
|
|
$
|
2.22
|
|
|
$
|
2.17
|
|
$
|
3.87
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
||||||||
Basic
|
164,839
|
|
98,614
|
|
|
164,846
|
|
98,584
|
|
||||
Diluted
|
165,019
|
|
98,797
|
|
|
165,253
|
|
98,820
|
|
||||
Dividends declared per share
|
$
|
0.1875
|
|
$
|
0.125
|
|
|
$
|
0.375
|
|
$
|
0.250
|
|
|
Common Stock
|
Additional Paid-in Capital
|
Retained Earnings (Accumulated Deficit)
|
Non-Controlling Interest
|
Total
|
||||||||||||
|
Shares
|
Amount
|
|||||||||||||||
|
($ in millions, shares in thousands)
|
||||||||||||||||
Balance December 31, 2017
|
98,167
|
|
$
|
1
|
|
$
|
5,291
|
|
$
|
(37
|
)
|
$
|
327
|
|
$
|
5,582
|
|
Impact of adoption of ASU 2016-01, net of tax
|
|
—
|
|
—
|
|
(9
|
)
|
(7
|
)
|
(16
|
)
|
||||||
Unit-based compensation
|
|
|
—
|
|
—
|
|
—
|
|
1
|
|
1
|
|
|||||
Stock-based compensation
|
|
|
—
|
|
9
|
|
—
|
|
—
|
|
9
|
|
|||||
Distribution to non-controlling interest
|
|
|
—
|
|
—
|
|
—
|
|
(19
|
)
|
(19
|
)
|
|||||
Exercise of stock options and vesting of restricted stock units
|
443
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Net income
|
|
|
—
|
|
—
|
|
163
|
|
15
|
|
178
|
|
|||||
Balance March 31, 2018
|
98,610
|
|
$
|
1
|
|
$
|
5,300
|
|
$
|
117
|
|
$
|
317
|
|
$
|
5,735
|
|
Unit-based compensation
|
|
—
|
|
—
|
|
—
|
|
1
|
|
1
|
|
||||||
Stock-based compensation
|
|
—
|
|
7
|
|
—
|
|
—
|
|
7
|
|
||||||
Distribution to non-controlling interest
|
|
—
|
|
—
|
|
—
|
|
(19
|
)
|
(19
|
)
|
||||||
Dividend paid
|
|
—
|
|
—
|
|
(13
|
)
|
—
|
|
(13
|
)
|
||||||
Exercise of stock options and vesting of restricted stock units
|
10
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Net income
|
|
—
|
|
—
|
|
219
|
|
82
|
|
301
|
|
||||||
Balance June 30, 2018
|
98,620
|
|
$
|
1
|
|
$
|
5,307
|
|
$
|
323
|
|
$
|
381
|
|
$
|
6,012
|
|
|
|
|
|
|
|
|
|||||||||||
Balance December 31, 2018
|
164,273
|
|
$
|
2
|
|
$
|
12,936
|
|
$
|
762
|
|
$
|
467
|
|
$
|
14,167
|
|
Net proceeds from issuance of common units - Viper Energy Partners LP
|
|
|
—
|
|
—
|
|
—
|
|
341
|
|
341
|
|
|||||
Stock-based compensation
|
|
|
—
|
|
19
|
|
—
|
|
—
|
|
19
|
|
|||||
Repurchased shares for tax withholding
|
(125
|
)
|
—
|
|
(13
|
)
|
—
|
|
—
|
|
(13
|
)
|
|||||
Distribution to non-controlling interest
|
|
|
—
|
|
—
|
|
—
|
|
(26
|
)
|
(26
|
)
|
|||||
Dividend paid
|
|
—
|
|
—
|
|
(20
|
)
|
—
|
|
(20
|
)
|
||||||
Exercise of stock and unit options and awards of restricted stock
|
468
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Change in ownership of consolidated subsidiaries, net
|
|
—
|
|
77
|
|
—
|
|
(74
|
)
|
3
|
|
||||||
Net income
|
|
|
—
|
|
—
|
|
10
|
|
33
|
|
43
|
|
|||||
Balance March 31, 2019
|
164,616
|
|
$
|
2
|
|
$
|
13,019
|
|
$
|
752
|
|
$
|
741
|
|
$
|
14,514
|
|
Net proceeds from issuance of common units - Rattler Midstream LP
|
|
—
|
|
—
|
|
—
|
|
720
|
|
720
|
|
||||||
Unit-based compensation
|
|
—
|
|
—
|
|
—
|
|
2
|
|
2
|
|
||||||
Stock-based compensation
|
|
—
|
|
12
|
|
—
|
|
—
|
|
12
|
|
||||||
Repurchased shares for share buyback program
|
(1,016
|
)
|
—
|
|
(104
|
)
|
—
|
|
—
|
|
(104
|
)
|
|||||
Distribution to non-controlling interest
|
|
—
|
|
—
|
|
—
|
|
(24
|
)
|
(24
|
)
|
||||||
Dividend paid
|
|
—
|
|
—
|
|
(32
|
)
|
—
|
|
(32
|
)
|
||||||
Exercise of stock and unit options and awards of restricted stock
|
349
|
|
—
|
|
6
|
|
—
|
|
—
|
|
6
|
|
|||||
Net income
|
|
—
|
|
—
|
|
349
|
|
7
|
|
356
|
|
||||||
Balance June 30, 2019
|
163,949
|
|
$
|
2
|
|
$
|
12,933
|
|
$
|
1,069
|
|
$
|
1,446
|
|
$
|
15,450
|
|
|
Six Months Ended June 30,
|
|||||
|
2019
|
2018
|
||||
|
|
|
||||
|
(In millions)
|
|||||
Cash flows from operating activities:
|
|
|
||||
Net income
|
$
|
399
|
|
$
|
479
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
||||
Provision for deferred income taxes
|
69
|
|
40
|
|
||
Asset retirement obligation accretion
|
5
|
|
1
|
|
||
Depreciation, depletion and amortization
|
681
|
|
245
|
|
||
Amortization of debt issuance costs
|
3
|
|
1
|
|
||
Change in fair value of derivative instruments
|
196
|
|
14
|
|
||
Gain on revaluation of investment
|
(4
|
)
|
(5
|
)
|
||
Equity-based compensation expense
|
23
|
|
13
|
|
||
Loss on sale of assets, net
|
—
|
|
3
|
|
||
Changes in operating assets and liabilities:
|
|
|
||||
Accounts receivable
|
(94
|
)
|
(1
|
)
|
||
Inventories
|
(8
|
)
|
(18
|
)
|
||
Prepaid expenses and other
|
(28
|
)
|
(3
|
)
|
||
Accounts payable and accrued liabilities
|
(166
|
)
|
(1
|
)
|
||
Accrued interest
|
(30
|
)
|
(12
|
)
|
||
Income tax payable
|
1
|
|
—
|
|
||
Revenues and royalties payable
|
(4
|
)
|
8
|
|
||
Net cash provided by operating activities
|
1,043
|
|
764
|
|
||
Cash flows from investing activities:
|
|
|
||||
Drilling, completions and non-operated additions to oil and natural gas properties
|
(1,155
|
)
|
(614
|
)
|
||
Infrastructure additions to oil and natural gas properties
|
(83
|
)
|
(36
|
)
|
||
Additions to midstream assets
|
(111
|
)
|
(95
|
)
|
||
Purchase of other property, equipment and land
|
(7
|
)
|
(4
|
)
|
||
Acquisition of leasehold interests
|
(127
|
)
|
(101
|
)
|
||
Acquisition of mineral interests
|
(125
|
)
|
(253
|
)
|
||
Proceeds from sale of assets
|
36
|
|
4
|
|
||
Investment in real estate
|
(1
|
)
|
(110
|
)
|
||
Funds held in escrow
|
(13
|
)
|
11
|
|
||
Equity investments
|
(186
|
)
|
—
|
|
||
Net cash used in investing activities
|
(1,772
|
)
|
(1,198
|
)
|
||
Cash flows from financing activities:
|
|
|
||||
Proceeds from borrowings under credit facility
|
925
|
|
569
|
|
||
Repayment under credit facility
|
(973
|
)
|
(388
|
)
|
||
Proceeds from senior notes
|
—
|
|
312
|
|
||
Proceeds from joint venture
|
43
|
|
—
|
|
||
Debt issuance costs
|
(8
|
)
|
(5
|
)
|
||
Public offering costs
|
(41
|
)
|
(2
|
)
|
||
Proceeds from public offerings
|
1,106
|
|
—
|
|
||
Proceeds from exercise of stock options
|
6
|
|
—
|
|
||
Repurchased shares for tax withholdings
|
(13
|
)
|
—
|
|
||
Repurchased as part of share buyback
|
(104
|
)
|
—
|
|
||
Dividends to stockholders
|
(51
|
)
|
(12
|
)
|
||
Distributions to non-controlling interest
|
(50
|
)
|
(38
|
)
|
||
Net cash provided by financing activities
|
840
|
|
436
|
|
|
Six Months Ended June 30,
|
|||||
|
2019
|
2018
|
||||
|
|
|
||||
Net increase in cash and cash equivalents
|
111
|
|
2
|
|
||
Cash and cash equivalents at beginning of period
|
215
|
|
112
|
|
||
Cash and cash equivalents at end of period
|
$
|
326
|
|
$
|
114
|
|
|
|
|
||||
Supplemental disclosure of cash flow information:
|
|
|
||||
Interest paid, net of capitalized interest
|
$
|
76
|
|
$
|
44
|
|
Supplemental disclosure of non-cash transactions:
|
|
|
||||
Change in accrued capital expenditures
|
$
|
78
|
|
$
|
149
|
|
Capitalized stock-based compensation
|
$
|
10
|
|
$
|
5
|
|
Asset retirement obligations acquired
|
$
|
3
|
|
$
|
—
|
|
|
(In millions)
|
||
Consideration:
|
|
||
Fair value of the Company's common stock issued
|
$
|
7,136
|
|
Total consideration
|
$
|
7,136
|
|
|
|
||
Fair value of liabilities assumed:
|
|
||
Current liabilities
|
$
|
365
|
|
Asset retirement obligation
|
105
|
|
|
Long-term debt
|
1,099
|
|
|
Noncurrent derivative instruments
|
17
|
|
|
Deferred income taxes
|
1,408
|
|
|
Other long-term liabilities
|
7
|
|
|
Amount attributable to liabilities assumed
|
$
|
3,001
|
|
|
|
||
Fair value of assets acquired:
|
|
||
Total current assets
|
$
|
305
|
|
Oil and natural gas properties
|
9,307
|
|
|
Midstream assets
|
263
|
|
|
Investment in real estate
|
11
|
|
|
Other property, equipment and land
|
55
|
|
|
Asset retirement obligation
|
105
|
|
|
Other postretirement assets
|
3
|
|
|
Noncurrent income tax receivable, net
|
76
|
|
|
Other long term assets
|
12
|
|
|
Amount attributable to assets acquired
|
$
|
10,137
|
|
|
Three Months Ended June 30, 2018
|
|
Six Months Ended June 30, 2018
|
||||
|
(in millions, except per share amounts)
|
||||||
Revenues
|
$
|
898
|
|
|
$
|
1,736
|
|
Income from operations
|
$
|
431
|
|
|
$
|
849
|
|
Net income
|
$
|
303
|
|
|
$
|
571
|
|
Basic earnings per common share
|
$
|
1.88
|
|
|
$
|
3.54
|
|
Diluted earnings per common share
|
$
|
1.87
|
|
|
$
|
3.53
|
|
|
Estimated Useful Lives
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
|
(Years)
|
|
(in millions)
|
||||||
Buildings
|
30
|
|
$
|
102
|
|
|
$
|
103
|
|
Tenant improvements
|
15
|
|
4
|
|
|
4
|
|
||
Land
|
N/A
|
|
2
|
|
|
1
|
|
||
Land improvements
|
15
|
|
1
|
|
|
1
|
|
||
Total real estate assets
|
|
|
109
|
|
|
109
|
|
||
Less: accumulated depreciation
|
|
|
(6
|
)
|
|
(4
|
)
|
||
Total investment in land and buildings, net
|
|
|
$
|
103
|
|
|
$
|
105
|
|
|
Weighted Average Useful Lives
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
|
(Months)
|
|
(in millions)
|
||||||
In-place lease intangibles
|
45
|
|
$
|
11
|
|
|
$
|
11
|
|
Less: accumulated amortization
|
|
|
(5
|
)
|
|
(3
|
)
|
||
In-place lease intangibles, net
|
|
|
6
|
|
|
8
|
|
||
|
|
|
|
|
|
||||
Above-market lease intangibles
|
45
|
|
4
|
|
|
4
|
|
||
Less: accumulated amortization
|
|
|
(1
|
)
|
|
(1
|
)
|
||
Above-market lease intangibles, net
|
|
|
3
|
|
|
3
|
|
||
Total intangible lease assets, net
|
|
|
$
|
9
|
|
|
$
|
11
|
|
|
June 30,
|
December 31,
|
||||
|
2019
|
2018
|
||||
|
|
|
||||
|
(in millions)
|
|||||
Oil and natural gas properties:
|
|
|
||||
Subject to depletion
|
$
|
14,491
|
|
$
|
12,629
|
|
Not subject to depletion
|
9,585
|
|
9,670
|
|
||
Gross oil and natural gas properties
|
24,076
|
|
22,299
|
|
||
Accumulated depletion
|
(2,252
|
)
|
(1,599
|
)
|
||
Accumulated impairment
|
(1,144
|
)
|
(1,144
|
)
|
||
Oil and natural gas properties, net
|
20,680
|
|
19,556
|
|
||
Midstream assets
|
828
|
|
700
|
|
||
Other property, equipment and land
|
150
|
|
147
|
|
||
Accumulated depreciation
|
(55
|
)
|
(31
|
)
|
||
Property and equipment, net of accumulated depreciation, depletion, amortization and impairment
|
$
|
21,603
|
|
$
|
20,372
|
|
|
|
|
||||
Balance of costs not subject to depletion:
|
|
|
||||
Incurred in 2019
|
$
|
255
|
|
|
||
Incurred in 2018
|
6,053
|
|
|
|||
Incurred in 2017
|
2,499
|
|
|
|||
Incurred in 2016
|
683
|
|
|
|||
Incurred in 2015
|
95
|
|
|
|||
Total not subject to depletion
|
$
|
9,585
|
|
|
|
Six Months Ended June 30,
|
|||||
|
2019
|
2018
|
||||
|
|
|
||||
|
(in millions)
|
|||||
Asset retirement obligations, beginning of period
|
$
|
136
|
|
$
|
21
|
|
Additional liabilities incurred
|
2
|
|
2
|
|
||
Liabilities acquired
|
3
|
|
—
|
|
||
Liabilities settled
|
(4
|
)
|
(1
|
)
|
||
Accretion expense
|
5
|
|
1
|
|
||
Asset retirement obligations, end of period
|
142
|
|
23
|
|
||
Less current portion
|
—
|
|
1
|
|
||
Asset retirement obligations - long-term
|
$
|
142
|
|
$
|
22
|
|
|
June 30,
|
December 31,
|
||||
|
2019
|
2018
|
||||
|
|
|
||||
|
(in millions)
|
|||||
4.625% Notes due 2021(1)
|
$
|
399
|
|
$
|
400
|
|
7.320% Medium-term Notes, Series A, due 2022(1)
|
21
|
|
20
|
|
||
4.750 % Senior Notes due 2024
|
1,250
|
|
1,250
|
|
||
5.375 % Senior Notes due 2025
|
800
|
|
800
|
|
||
7.350% Medium-term Notes, Series A, due 2027(1)
|
11
|
|
10
|
|
||
7.125% Medium-term Notes, Series B, due 2028(1)
|
108
|
|
100
|
|
||
DrillCo Agreement
|
43
|
|
—
|
|
||
Unamortized debt issuance costs
|
(23
|
)
|
(27
|
)
|
||
Unamortized premium costs
|
10
|
|
10
|
|
||
Revolving credit facility
|
1,639
|
|
1,490
|
|
||
Viper revolving credit facility
|
213
|
|
411
|
|
||
Rattler revolving credit facility
|
1
|
|
—
|
|
||
Total long-term debt
|
$
|
4,472
|
|
$
|
4,464
|
|
(1)
|
At the effective time of the Merger, Energen became a wholly owned subsidiary of the Company and remained the issuer of these notes (the “Energen Notes”).
|
Financial Covenant (prior to the investment grade changeover date)
|
|
Required Ratio
|
Ratio of total net debt to EBITDAX, as defined in the credit agreement
|
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
|
Financial Covenant
|
|
Required Ratio
|
Ratio of total net debt to EBITDAX, as defined in the credit agreement
|
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
|
Financial Covenant
|
|
Required Ratio
|
Consolidated Total Leverage Ratio commencing with the fiscal quarter ending September 30, 2019
|
Not greater than 5.00 to 1.00 (or not greater than 5.50 to 1.00 for 3 fiscal quarters following certain acquisitions), but if the Consolidated Senior Secured Leverage Ratio (as defined in the Rattler credit agreement) is applicable, then not greater than 5.25 to 1.00)
|
|
Consolidated Senior Secured Leverage Ratio commencing with the last day of any fiscal quarter in which the Financial Covenant Election (as defined in the Rattler credit agreement) is made
|
Not greater than 3.50 to 1.00
|
|
Consolidated Interest Coverage Ratio (as defined in the Rattler credit agreement) commencing with the fiscal quarter ending September 30, 2019
|
Not less than 2.50 to 1.00
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||
|
2019
|
2018
|
|
2019
|
2018
|
||||||||
|
($ in millions, except per share amounts, shares in thousands)
|
||||||||||||
Net income attributable to common stock
|
$
|
349
|
|
$
|
219
|
|
|
$
|
359
|
|
$
|
382
|
|
Weighted average common shares outstanding
|
|
|
|
|
|
||||||||
Basic weighted average common units outstanding
|
164,839
|
|
98,614
|
|
|
164,846
|
|
98,584
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
||||||||
Potential common shares issuable
|
180
|
|
183
|
|
|
407
|
|
236
|
|
||||
Diluted weighted average common shares outstanding
|
165,019
|
|
98,797
|
|
|
165,253
|
|
98,820
|
|
||||
Basic net income attributable to common stock
|
$
|
2.12
|
|
$
|
2.22
|
|
|
$
|
2.18
|
|
$
|
3.87
|
|
Diluted net income attributable to common stock
|
$
|
2.11
|
|
$
|
2.22
|
|
|
$
|
2.17
|
|
$
|
3.87
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||
|
2019
|
2018
|
|
2019
|
2018
|
||||
|
(in thousands)
|
||||||||
Restricted stock units
|
60
|
|
32
|
|
|
20
|
|
—
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||
|
2019
|
2018
|
|
2019
|
2018
|
||||||||
|
(in millions)
|
||||||||||||
General and administrative expenses
|
$
|
9
|
|
$
|
6
|
|
|
$
|
23
|
|
$
|
13
|
|
Equity-based compensation capitalized pursuant to full cost method of accounting for oil and natural gas properties
|
4
|
|
2
|
|
|
10
|
|
5
|
|
|
Restricted Stock
Awards & Units |
Weighted Average Grant-Date
Fair Value |
|||
Unvested at December 31, 2018
|
324,224
|
|
$
|
116.01
|
|
Granted
|
450,297
|
|
$
|
107.08
|
|
Vested
|
(177,537
|
)
|
$
|
109.08
|
|
Forfeited
|
(57,146
|
)
|
$
|
108.93
|
|
Unvested at June 30, 2019
|
539,838
|
|
$
|
111.59
|
|
|
2019
|
||
Grant-date fair value (3-year vesting)
|
$
|
137.22
|
|
Grant-date fair value (5-year vesting)
|
$
|
132.48
|
|
Risk-free rate
|
2.55
|
%
|
|
Company volatility
|
35.00
|
%
|
|
Performance Restricted Stock Units
|
Weighted Average Grant-Date Fair Value
|
|||
Unvested at December 31, 2018
|
196,203
|
|
$
|
169.76
|
|
Granted
|
356,227
|
|
$
|
131.30
|
|
Vested
|
(123,546
|
)
|
$
|
121.41
|
|
Forfeited
|
(45,868
|
)
|
$
|
155.68
|
|
Unvested at June 30, 2019(1)
|
383,016
|
|
$
|
151.27
|
|
(1)
|
A maximum of 766,032 units could be awarded based upon the Company’s final TSR ranking.
|
|
Shares
|
|
Weighted Average Exercise Price
|
|||
Outstanding at December 31, 2018
|
57,721
|
|
|
$
|
22.12
|
|
Exercised
|
(9,888
|
)
|
|
$
|
73.68
|
|
Expired
|
(3,229
|
)
|
|
$
|
102.92
|
|
Outstanding at June 30, 2019
|
44,604
|
|
|
$
|
28.90
|
|
|
|
|
Weighted Average
|
|
|
|||||||
|
|
|
Exercise
|
|
Remaining
|
|
Intrinsic
|
|||||
|
Options
|
|
Price
|
|
Term
|
|
Value
|
|||||
|
|
|
|
|
(in years)
|
|
(in millions)
|
|||||
Outstanding at December 31, 2018
|
332,387
|
|
|
$
|
95.04
|
|
|
|
|
|
||
Exercised
|
(70,722
|
)
|
|
$
|
80.05
|
|
|
|
|
|
||
Outstanding at June 30, 2019
|
261,665
|
|
|
$
|
89.19
|
|
|
2.18
|
|
$
|
5
|
|
|
|
|
|
|
|
|
|
|||||
Vested and Expected to vest at June 30, 2019
|
261,665
|
|
|
$
|
89.19
|
|
|
2.18
|
|
$
|
5
|
|
Exercisable at June 30, 2019
|
261,665
|
|
|
$
|
89.19
|
|
|
2.18
|
|
$
|
5
|
|
|
Phantom Units
|
|
Weighted Average Grant-Date
Fair Value |
|||
Unvested at December 31, 2018
|
125,053
|
|
|
$
|
23.44
|
|
Granted
|
17,601
|
|
|
$
|
33.54
|
|
Vested
|
(60,133
|
)
|
|
$
|
21.38
|
|
Forfeited
|
(1,028
|
)
|
|
$
|
42.50
|
|
Unvested at June 30, 2019
|
81,493
|
|
|
$
|
26.91
|
|
|
Phantom
Units |
|
Weighted Average
Grant-Date Fair Value |
|||
Unvested at May 28, 2019
|
—
|
|
|
$
|
—
|
|
Granted
|
2,248,572
|
|
|
$
|
19.20
|
|
Unvested at June 30, 2019
|
2,248,572
|
|
|
$
|
19.20
|
|
|
2019
|
|
2020
|
||||||||||
|
Volume (Bbls/MMBtu)
|
|
Fixed Price Swap (per Bbl/MMBtu)
|
|
Volume (Bbls/MMBtu)
|
|
Fixed Price Swap (per Bbl/MMBtu)
|
||||||
Oil Swaps - WTI Cushing
|
5,512,000
|
|
|
$
|
61.15
|
|
|
2,555,000
|
|
|
$
|
59.37
|
|
Oil Swaps - WTI Magellan East Houston
|
1,472,000
|
|
|
$
|
65.88
|
|
|
2,190,000
|
|
|
$
|
62.80
|
|
Oil Swaps - BRENT
|
1,288,000
|
|
|
$
|
67.79
|
|
|
730,000
|
|
|
$
|
66.00
|
|
Oil Basis Swaps - WTI Cushing
|
8,280,000
|
|
|
$
|
(5.52
|
)
|
|
15,120,000
|
|
|
$
|
(1.21
|
)
|
Natural Gas Swaps - Henry Hub
|
12,880,000
|
|
|
$
|
3.06
|
|
|
—
|
|
|
$
|
—
|
|
Natural Gas Basis Swaps - Waha Hub
|
12,880,000
|
|
|
$
|
(1.56
|
)
|
|
18,250,000
|
|
|
$
|
(1.67
|
)
|
Natural Gas Liquid Swaps - Mont Belvieu
|
1,380,000
|
|
|
$
|
27.30
|
|
|
—
|
|
|
$
|
—
|
|
|
2019
|
|
2020
|
|||||||||||||||||||
Oil Three-Way Collars
|
WTI Cushing
|
|
Brent
|
|
WTI Magellan East Houston
|
|
WTI Cushing
|
Brent
|
|
WTI Magellan East Houston
|
||||||||||||
Volume (Bbls)
|
2,880,000
|
|
1,288,000
|
|
920,000
|
|
3,650,000
|
6,588,000
|
|
5,110,000
|
||||||||||||
Short put price (per Bbl)
|
$
|
35.94
|
|
|
$
|
52.14
|
|
|
$
|
50.00
|
|
|
$
|
45.00
|
|
$
|
50.56
|
|
|
$
|
50.00
|
|
Floor price (per Bbl)
|
$
|
45.94
|
|
|
$
|
62.14
|
|
|
$
|
60.00
|
|
|
$
|
55.00
|
|
$
|
60.56
|
|
|
$
|
60.00
|
|
Ceiling price (per Bbl)
|
$
|
61.65
|
|
|
$
|
78.70
|
|
|
$
|
66.10
|
|
|
$
|
67.06
|
|
$
|
74.08
|
|
|
$
|
68.81
|
|
Put Spreads
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Volume (Bbls)
|
|
|
|
|
|
|
1,715,500
|
1,222,750
|
|
|
||||||||||||
Put - Sell price (per Bbl)
|
|
|
|
|
|
|
$
|
45.00
|
|
$
|
50.00
|
|
|
|
||||||||
Put - Buy price (per Bbl)
|
|
|
|
|
|
|
$
|
55.00
|
|
$
|
60.00
|
|
|
|
|
June 30, 2019
|
December 31, 2018
|
||||
|
(in millions)
|
|||||
Gross amounts of assets presented in the Consolidated Balance Sheet
|
$
|
52
|
|
$
|
231
|
|
Net amounts of assets presented in the Consolidated Balance Sheet
|
52
|
|
231
|
|
||
|
|
|
||||
Gross amounts of liabilities presented in the Consolidated Balance Sheet
|
33
|
|
15
|
|
||
Net amounts of liabilities presented in the Consolidated Balance Sheet
|
$
|
33
|
|
$
|
15
|
|
|
June 30, 2019
|
December 31, 2018
|
||||
|
(in millions)
|
|||||
Current assets: derivative instruments
|
$
|
29
|
|
$
|
231
|
|
Noncurrent assets: derivative instruments
|
23
|
|
—
|
|
||
Total assets
|
$
|
52
|
|
$
|
231
|
|
Current liabilities: derivative instruments
|
$
|
25
|
|
$
|
—
|
|
Noncurrent liabilities: derivative instruments
|
8
|
|
15
|
|
||
Total liabilities
|
$
|
33
|
|
$
|
15
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||
|
2019
|
2018
|
|
2019
|
2018
|
||||||||
|
(in millions)
|
||||||||||||
Change in fair value of open non-hedge derivative instruments
|
$
|
89
|
|
$
|
(14
|
)
|
|
$
|
(196
|
)
|
$
|
(14
|
)
|
Gain (loss) on settlement of non-hedge derivative instruments
|
5
|
|
(45
|
)
|
|
22
|
|
(77
|
)
|
||||
Gain (loss) on derivative instruments
|
$
|
94
|
|
$
|
(59
|
)
|
|
$
|
(174
|
)
|
$
|
(91
|
)
|
|
June 30, 2019
|
|
December 31, 2018
|
||||||||||||||||
|
Level 1
|
Level 2
|
Level 3
|
|
Level 1
|
Level 2
|
Level 3
|
||||||||||||
|
(in millions)
|
||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||||||
Investment
|
$
|
18
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
14
|
|
$
|
—
|
|
$
|
—
|
|
Fixed price swaps
|
—
|
|
19
|
|
—
|
|
|
—
|
|
216
|
|
—
|
|
||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||||||
Fixed price swaps
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
June 30, 2019
|
December 31, 2018
|
||||||||||
|
Carrying
|
|
Carrying
|
|
||||||||
|
Amount
|
Fair Value
|
Amount
|
Fair Value
|
||||||||
|
(in millions)
|
|||||||||||
Debt:
|
|
|
|
|
||||||||
Revolving credit facility
|
$
|
1,639
|
|
$
|
1,639
|
|
$
|
1,490
|
|
$
|
1,490
|
|
4.625% Notes due 2021(1)
|
$
|
399
|
|
$
|
410
|
|
$
|
400
|
|
$
|
393
|
|
7.320% Medium-term Notes, Series A, due 2022(1)
|
$
|
21
|
|
$
|
22
|
|
$
|
20
|
|
$
|
21
|
|
4.750% Senior Notes due 2024
|
$
|
1,250
|
|
$
|
1,289
|
|
$
|
1,250
|
|
$
|
1,204
|
|
5.375% Senior Notes due 2025
|
$
|
800
|
|
$
|
841
|
|
$
|
800
|
|
$
|
782
|
|
7.350% Medium-term Notes, Series A, due 2027(1)
|
$
|
11
|
|
$
|
11
|
|
$
|
10
|
|
$
|
11
|
|
7.125% Medium-term Notes, Series B, due 2028(1)
|
$
|
108
|
|
$
|
111
|
|
$
|
100
|
|
$
|
102
|
|
Viper revolving credit facility
|
$
|
213
|
|
$
|
213
|
|
$
|
411
|
|
$
|
411
|
|
Rattler revolving credit facility
|
$
|
1
|
|
$
|
1
|
|
$
|
—
|
|
$
|
—
|
|
DrillCo Agreement
|
$
|
43
|
|
$
|
43
|
|
$
|
—
|
|
$
|
—
|
|
(1)
|
At the effective time of the Energen Merger, Energen became a wholly owned subsidiary of the Company and remained the issuer of the Energen Notes. These notes were marked to fair value with the excess being amortized.
|
|
Three Months Ended June 30, 2019
|
|
Six Months Ended June 30, 2019
|
||||
|
(in millions)
|
||||||
Operating lease costs
|
$
|
8
|
|
|
$
|
12
|
|
|
As of June 30, 2019
|
||
|
(in millions)
|
||
2019 (July - December)
|
$
|
14
|
|
2020
|
7
|
|
|
2021
|
3
|
|
|
2022
|
1
|
|
|
2023
|
—
|
|
|
Thereafter
|
—
|
|
|
Total lease payments
|
25
|
|
|
Less: interest
|
2
|
|
|
Present value of lease liabilities
|
$
|
23
|
|
|
Volume (Bbls/MMBtu)
|
|
Fixed Price Swap (per Bbl/MMBtu)
|
||
January 2020 - December 2020
|
|
|
|
||
Oil Swaps - WTI
|
366,000
|
|
$
|
57.15
|
|
Oil Swaps - BRENT
|
732,000
|
|
$
|
63.00
|
|
Gas Swap Double-Up - Waha Hub
|
January 2020 - December 2020
|
||
Volume (Mcf)
|
10,980,000
|
|
|
Swap price (per Mcf)
|
$
|
1.70
|
|
Option price
|
$
|
1.70
|
|
|
January 2020 - December 2020
|
||
Oil Three-Way Collars
|
WTI
|
||
Volume (Bbls)
|
366,000
|
|
|
Short put price (per Bbl)
|
$
|
45.00
|
|
Floor price (per Bbl)
|
$
|
55.00
|
|
Ceiling price (per Bbl)
|
$
|
62.35
|
|
|
Exploration and Production
|
|
Midstream Services
|
|
Eliminations
|
|
Total
|
||||||||
Three Months Ended June 30, 2019:
|
(in millions)
|
||||||||||||||
Third-party revenues
|
$
|
1,003
|
|
|
$
|
18
|
|
|
$
|
—
|
|
|
$
|
1,021
|
|
Intersegment revenues
|
—
|
|
|
93
|
|
|
(93
|
)
|
|
—
|
|
||||
Total revenues
|
1,003
|
|
|
111
|
|
|
(93
|
)
|
|
1,021
|
|
||||
Income from operations
|
388
|
|
|
56
|
|
|
(33
|
)
|
|
411
|
|
||||
Other income (expense)
|
48
|
|
|
—
|
|
|
(1
|
)
|
|
47
|
|
||||
Provision for (benefit from) income taxes
|
101
|
|
|
1
|
|
|
—
|
|
|
102
|
|
||||
Net income attributable to non-controlling interest
|
7
|
|
|
15
|
|
|
(15
|
)
|
|
7
|
|
||||
Net income attributable to Diamondback Energy
|
$
|
328
|
|
|
$
|
40
|
|
|
$
|
(19
|
)
|
|
$
|
349
|
|
Total assets
|
$
|
22,138
|
|
|
$
|
1,187
|
|
|
$
|
(154
|
)
|
|
$
|
23,171
|
|
|
Exploration and Production
|
|
Midstream Services
|
|
Eliminations
|
|
Total
|
||||||||
Three Months Ended June 30, 2018:
|
(in millions)
|
||||||||||||||
Third-party revenues
|
$
|
516
|
|
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
527
|
|
Intersegment revenues
|
—
|
|
|
39
|
|
|
(39
|
)
|
|
—
|
|
||||
Total revenues
|
516
|
|
|
50
|
|
|
(39
|
)
|
|
527
|
|
||||
Income from operations
|
278
|
|
|
24
|
|
|
(21
|
)
|
|
281
|
|
||||
Other income (expense)
|
17
|
|
|
(4
|
)
|
|
—
|
|
|
13
|
|
||||
Provision for (benefit from) income taxes
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
||||
Net income attributable to non-controlling interest
|
82
|
|
|
—
|
|
|
—
|
|
|
82
|
|
||||
Net income attributable to Diamondback Energy
|
$
|
220
|
|
|
$
|
20
|
|
|
$
|
(21
|
)
|
|
$
|
219
|
|
Total assets
|
$
|
8,473
|
|
|
$
|
521
|
|
|
$
|
(40
|
)
|
|
$
|
8,954
|
|
|
Exploration and Production
|
|
Midstream Services
|
|
Eliminations
|
|
Total
|
||||||||
Six Months Ended June 30, 2019:
|
(in millions)
|
||||||||||||||
Third-party revenues
|
$
|
1,845
|
|
|
$
|
40
|
|
|
$
|
—
|
|
|
$
|
1,885
|
|
Intersegment revenues
|
—
|
|
|
167
|
|
|
(167
|
)
|
|
—
|
|
||||
Total revenues
|
1,845
|
|
|
207
|
|
|
(167
|
)
|
|
1,885
|
|
||||
Income from operations
|
684
|
|
|
106
|
|
|
(60
|
)
|
|
730
|
|
||||
Other income (expense)
|
(260
|
)
|
|
—
|
|
|
(2
|
)
|
|
(262
|
)
|
||||
Provision for (benefit from) income taxes
|
68
|
|
|
1
|
|
|
—
|
|
|
69
|
|
||||
Net income attributable to non-controlling interest
|
40
|
|
|
15
|
|
|
(15
|
)
|
|
40
|
|
||||
Net income attributable to Diamondback Energy
|
$
|
316
|
|
|
$
|
90
|
|
|
$
|
(47
|
)
|
|
$
|
359
|
|
Total assets
|
$
|
22,138
|
|
|
$
|
1,187
|
|
|
$
|
(154
|
)
|
|
$
|
23,171
|
|
|
Exploration and Production
|
|
Midstream Services
|
|
Eliminations
|
|
Total
|
||||||||
Six Months Ended June 30, 2018:
|
(in millions)
|
||||||||||||||
Third-party revenues
|
$
|
983
|
|
|
$
|
23
|
|
|
$
|
—
|
|
|
$
|
1,006
|
|
Intersegment revenues
|
—
|
|
|
60
|
|
|
(60
|
)
|
|
—
|
|
||||
Total revenues
|
983
|
|
|
83
|
|
|
(60
|
)
|
|
1,006
|
|
||||
Income from operations
|
539
|
|
|
41
|
|
|
(32
|
)
|
|
548
|
|
||||
Other income (expense)
|
(26
|
)
|
|
(3
|
)
|
|
—
|
|
|
(29
|
)
|
||||
Provision for (benefit from) income taxes
|
40
|
|
|
—
|
|
|
—
|
|
|
40
|
|
||||
Net income attributable to non-controlling interest
|
97
|
|
|
—
|
|
|
—
|
|
|
97
|
|
||||
Net income attributable to Diamondback Energy
|
$
|
376
|
|
|
$
|
38
|
|
|
$
|
(32
|
)
|
|
$
|
382
|
|
Total assets
|
$
|
8,473
|
|
|
$
|
521
|
|
|
$
|
(40
|
)
|
|
$
|
8,954
|
|
Condensed Consolidated Balance Sheet
|
|||||||||||||||||||
June 30, 2019
|
|||||||||||||||||||
(in millions)
|
|||||||||||||||||||
|
|
|
|
|
Non–
|
|
|
|
|
||||||||||
|
|
|
Guarantor
|
|
Guarantor
|
|
|
|
|
||||||||||
|
Parent
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
295
|
|
|
$
|
15
|
|
|
$
|
16
|
|
|
$
|
—
|
|
|
$
|
326
|
|
Accounts receivable, net
|
—
|
|
|
468
|
|
|
49
|
|
|
—
|
|
|
517
|
|
|||||
Accounts receivable - related party
|
—
|
|
|
—
|
|
|
9
|
|
|
(9
|
)
|
|
—
|
|
|||||
Intercompany receivable
|
4,383
|
|
|
1,198
|
|
|
—
|
|
|
(5,581
|
)
|
|
—
|
|
|||||
Inventories
|
—
|
|
|
31
|
|
|
13
|
|
|
—
|
|
|
44
|
|
|||||
Derivative instruments
|
—
|
|
|
29
|
|
|
—
|
|
|
—
|
|
|
29
|
|
|||||
Prepaid expenses and other
|
1
|
|
|
50
|
|
|
5
|
|
|
—
|
|
|
56
|
|
|||||
Total current assets
|
4,679
|
|
|
1,791
|
|
|
92
|
|
|
(5,590
|
)
|
|
972
|
|
|||||
Property and equipment:
|
|
|
|
|
|
|
|
|
|
||||||||||
Oil and natural gas properties, at cost, full cost method of accounting
|
—
|
|
|
22,388
|
|
|
1,842
|
|
|
(154
|
)
|
|
24,076
|
|
|||||
Midstream assets
|
—
|
|
|
6
|
|
|
822
|
|
|
—
|
|
|
828
|
|
|||||
Other property, equipment and land
|
—
|
|
|
56
|
|
|
94
|
|
|
—
|
|
|
150
|
|
|||||
Accumulated depletion, depreciation, amortization and impairment
|
—
|
|
|
(3,123
|
)
|
|
(325
|
)
|
|
(3
|
)
|
|
(3,451
|
)
|
|||||
Net property and equipment
|
—
|
|
|
19,327
|
|
|
2,433
|
|
|
(157
|
)
|
|
21,603
|
|
|||||
Funds held in escrow
|
—
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
13
|
|
|||||
Equity method investments
|
—
|
|
|
—
|
|
|
187
|
|
|
—
|
|
|
187
|
|
|||||
Derivative instruments
|
—
|
|
|
23
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|||||
Investment in subsidiaries
|
12,008
|
|
|
—
|
|
|
—
|
|
|
(12,008
|
)
|
|
—
|
|
|||||
Deferred tax asset
|
—
|
|
|
—
|
|
|
150
|
|
|
—
|
|
|
150
|
|
|||||
Investment in real estate, net
|
—
|
|
|
2
|
|
|
110
|
|
|
—
|
|
|
112
|
|
|||||
Other assets
|
—
|
|
|
88
|
|
|
23
|
|
|
—
|
|
|
111
|
|
|||||
Total assets
|
$
|
16,687
|
|
|
$
|
21,231
|
|
|
$
|
3,008
|
|
|
$
|
(17,755
|
)
|
|
$
|
23,171
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable-trade
|
$
|
—
|
|
|
$
|
204
|
|
|
$
|
17
|
|
|
$
|
(17
|
)
|
|
$
|
204
|
|
Intercompany payable
|
134
|
|
|
4,881
|
|
|
—
|
|
|
(5,015
|
)
|
|
—
|
|
|||||
Accrued capital expenditures
|
—
|
|
|
505
|
|
|
68
|
|
|
—
|
|
|
573
|
|
|||||
Other accrued liabilities
|
14
|
|
|
192
|
|
|
33
|
|
|
—
|
|
|
239
|
|
|||||
Revenues and royalties payable
|
—
|
|
|
139
|
|
|
—
|
|
|
—
|
|
|
139
|
|
|||||
Derivative instruments
|
—
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|||||
Total current liabilities
|
148
|
|
|
5,946
|
|
|
118
|
|
|
(5,032
|
)
|
|
1,180
|
|
|||||
Long-term debt
|
2,036
|
|
|
2,222
|
|
|
214
|
|
|
—
|
|
|
4,472
|
|
|||||
Derivative instruments
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|||||
Asset retirement obligations
|
—
|
|
|
137
|
|
|
5
|
|
|
—
|
|
|
142
|
|
|||||
Deferred income taxes
|
499
|
|
|
1,408
|
|
|
2
|
|
|
—
|
|
|
1,909
|
|
|||||
Other long-term liabilities
|
—
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|||||
Total liabilities
|
2,683
|
|
|
9,731
|
|
|
339
|
|
|
(5,032
|
)
|
|
7,721
|
|
|||||
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
||||||||||
Stockholders’ equity
|
14,004
|
|
|
11,500
|
|
|
1,526
|
|
|
(13,026
|
)
|
|
14,004
|
|
|||||
Non-controlling interest
|
—
|
|
|
—
|
|
|
1,143
|
|
|
303
|
|
|
1,446
|
|
|||||
Total equity
|
14,004
|
|
|
11,500
|
|
|
2,669
|
|
|
(12,723
|
)
|
|
15,450
|
|
|||||
Total liabilities and equity
|
$
|
16,687
|
|
|
$
|
21,231
|
|
|
$
|
3,008
|
|
|
$
|
(17,755
|
)
|
|
$
|
23,171
|
|
Condensed Consolidated Balance Sheet
|
|||||||||||||||||||
December 31, 2018
|
|||||||||||||||||||
(in millions)
|
|||||||||||||||||||
|
|
|
|
|
Non–
|
|
|
|
|
||||||||||
|
|
|
Guarantor
|
|
Guarantor
|
|
|
|
|
||||||||||
|
Parent
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
84
|
|
|
$
|
100
|
|
|
$
|
31
|
|
|
$
|
—
|
|
|
$
|
215
|
|
Accounts receivable
|
—
|
|
|
351
|
|
|
41
|
|
|
—
|
|
|
392
|
|
|||||
Accounts receivable - related party
|
—
|
|
|
—
|
|
|
9
|
|
|
(9
|
)
|
|
—
|
|
|||||
Intercompany receivable
|
4,469
|
|
|
195
|
|
|
—
|
|
|
(4,664
|
)
|
|
—
|
|
|||||
Inventories
|
—
|
|
|
28
|
|
|
9
|
|
|
—
|
|
|
37
|
|
|||||
Derivative instruments
|
—
|
|
|
231
|
|
|
—
|
|
|
—
|
|
|
231
|
|
|||||
Prepaid expenses and other
|
3
|
|
|
43
|
|
|
4
|
|
|
—
|
|
|
50
|
|
|||||
Total current assets
|
4,556
|
|
|
948
|
|
|
94
|
|
|
(4,673
|
)
|
|
925
|
|
|||||
Property and equipment:
|
|
|
|
|
|
|
|
|
|
||||||||||
Oil and natural gas properties, at cost, full cost method of accounting
|
—
|
|
|
20,586
|
|
|
1,717
|
|
|
(4
|
)
|
|
22,299
|
|
|||||
Midstream assets
|
—
|
|
|
284
|
|
|
416
|
|
|
—
|
|
|
700
|
|
|||||
Other property, equipment and land
|
—
|
|
|
71
|
|
|
76
|
|
|
—
|
|
|
147
|
|
|||||
Accumulated depletion, depreciation, amortization and impairment
|
—
|
|
|
(2,486
|
)
|
|
(276
|
)
|
|
(12
|
)
|
|
(2,774
|
)
|
|||||
Net property and equipment
|
—
|
|
|
18,455
|
|
|
1,933
|
|
|
(16
|
)
|
|
20,372
|
|
|||||
Equity method investments
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Investment in subsidiaries
|
11,576
|
|
|
112
|
|
|
|
|
|
(11,688
|
)
|
|
—
|
|
|||||
Investment in real estate, net
|
—
|
|
|
12
|
|
|
104
|
|
|
—
|
|
|
116
|
|
|||||
Deferred tax asset
|
—
|
|
|
—
|
|
|
97
|
|
|
—
|
|
|
97
|
|
|||||
Other assets
|
—
|
|
|
68
|
|
|
17
|
|
|
—
|
|
|
85
|
|
|||||
Total assets
|
$
|
16,132
|
|
|
$
|
19,596
|
|
|
$
|
2,245
|
|
|
$
|
(16,377
|
)
|
|
$
|
21,596
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable-trade
|
$
|
—
|
|
|
$
|
128
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
128
|
|
Intercompany payable
|
—
|
|
|
4,673
|
|
|
—
|
|
|
(4,673
|
)
|
|
—
|
|
|||||
Accrued capital expenditures
|
—
|
|
|
495
|
|
|
—
|
|
|
—
|
|
|
495
|
|
|||||
Other accrued liabilities
|
14
|
|
|
170
|
|
|
69
|
|
|
—
|
|
|
253
|
|
|||||
Revenues and royalties payable
|
—
|
|
|
143
|
|
|
—
|
|
|
—
|
|
|
143
|
|
|||||
Total current liabilities
|
14
|
|
|
5,609
|
|
|
69
|
|
|
(4,673
|
)
|
|
1,019
|
|
|||||
Long-term debt
|
2,036
|
|
|
2,017
|
|
|
411
|
|
|
—
|
|
|
4,464
|
|
|||||
Derivative instruments
|
—
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|||||
Asset retirement obligations
|
—
|
|
|
136
|
|
|
—
|
|
|
—
|
|
|
136
|
|
|||||
Deferred income taxes
|
382
|
|
|
1,403
|
|
|
—
|
|
|
—
|
|
|
1,785
|
|
|||||
Other long-term liabilities
|
—
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|||||
Total liabilities
|
2,432
|
|
|
9,190
|
|
|
480
|
|
|
(4,673
|
)
|
|
7,429
|
|
|||||
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
||||||||||
Stockholders’ equity
|
13,700
|
|
|
10,406
|
|
|
1,070
|
|
|
(11,476
|
)
|
|
13,700
|
|
|||||
Non-controlling interest
|
—
|
|
|
—
|
|
|
695
|
|
|
(228
|
)
|
|
467
|
|
|||||
Total equity
|
13,700
|
|
|
10,406
|
|
|
1,765
|
|
|
(11,704
|
)
|
|
14,167
|
|
|||||
Total liabilities and equity
|
$
|
16,132
|
|
|
$
|
19,596
|
|
|
$
|
2,245
|
|
|
$
|
(16,377
|
)
|
|
$
|
21,596
|
|
Condensed Consolidated Statement of Operations
|
|||||||||||||||||||
Three Months Ended June 30, 2019
|
|||||||||||||||||||
(in millions)
|
|||||||||||||||||||
|
|
|
|
|
Non–
|
|
|
|
|
||||||||||
|
|
|
Guarantor
|
|
Guarantor
|
|
|
|
|
||||||||||
|
Parent
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Oil sales
|
$
|
—
|
|
|
$
|
881
|
|
|
$
|
—
|
|
|
$
|
66
|
|
|
$
|
947
|
|
Natural gas sales
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
(1
|
)
|
|
(9
|
)
|
|||||
Natural gas liquid sales
|
—
|
|
|
56
|
|
|
—
|
|
|
6
|
|
|
62
|
|
|||||
Royalty income
|
—
|
|
|
—
|
|
|
70
|
|
|
(70
|
)
|
|
—
|
|
|||||
Lease bonus
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|||||
Midstream services
|
—
|
|
|
—
|
|
|
108
|
|
|
(92
|
)
|
|
16
|
|
|||||
Other operating income
|
—
|
|
|
—
|
|
|
4
|
|
|
(1
|
)
|
|
3
|
|
|||||
Total revenues
|
—
|
|
|
929
|
|
|
184
|
|
|
(92
|
)
|
|
1,021
|
|
|||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Lease operating expenses
|
—
|
|
|
156
|
|
|
—
|
|
|
(29
|
)
|
|
127
|
|
|||||
Production and ad valorem taxes
|
—
|
|
|
60
|
|
|
4
|
|
|
—
|
|
|
64
|
|
|||||
Gathering and transportation
|
—
|
|
|
20
|
|
|
—
|
|
|
(3
|
)
|
|
17
|
|
|||||
Midstream services
|
—
|
|
|
—
|
|
|
42
|
|
|
(25
|
)
|
|
17
|
|
|||||
Depreciation, depletion and amortization
|
—
|
|
|
324
|
|
|
27
|
|
|
8
|
|
|
359
|
|
|||||
General and administrative expenses
|
9
|
|
|
12
|
|
|
5
|
|
|
(4
|
)
|
|
22
|
|
|||||
Asset retirement obligation accretion
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|||||
Other operating expense
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
Total costs and expenses
|
9
|
|
|
575
|
|
|
79
|
|
|
(53
|
)
|
|
610
|
|
|||||
Income (loss) from operations
|
(9
|
)
|
|
354
|
|
|
105
|
|
|
(39
|
)
|
|
411
|
|
|||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense, net
|
(11
|
)
|
|
(36
|
)
|
|
(2
|
)
|
|
—
|
|
|
(49
|
)
|
|||||
Other income (expense), net
|
1
|
|
|
3
|
|
|
—
|
|
|
(2
|
)
|
|
2
|
|
|||||
Gain on derivative instruments, net
|
—
|
|
|
94
|
|
|
—
|
|
|
—
|
|
|
94
|
|
|||||
Total other income (expense), net
|
(10
|
)
|
|
61
|
|
|
(2
|
)
|
|
(2
|
)
|
|
47
|
|
|||||
Income (loss) before income taxes
|
(19
|
)
|
|
415
|
|
|
103
|
|
|
(41
|
)
|
|
458
|
|
|||||
Provision for income taxes
|
100
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
102
|
|
|||||
Net income (loss)
|
(119
|
)
|
|
415
|
|
|
101
|
|
|
(41
|
)
|
|
356
|
|
|||||
Net income attributable to non-controlling interest
|
—
|
|
|
—
|
|
|
60
|
|
|
(53
|
)
|
|
7
|
|
|||||
Net income (loss) attributable to Diamondback Energy, Inc.
|
$
|
(119
|
)
|
|
$
|
415
|
|
|
$
|
41
|
|
|
$
|
12
|
|
|
$
|
349
|
|
Condensed Consolidated Statement of Operations
|
|||||||||||||||||||
Three Months Ended June 30, 2018
|
|||||||||||||||||||
(in millions)
|
|||||||||||||||||||
|
|
|
|
|
Non–
|
|
|
|
|
||||||||||
|
|
|
Guarantor
|
|
Guarantor
|
|
|
|
|
||||||||||
|
Parent
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Oil sales
|
$
|
—
|
|
|
$
|
395
|
|
|
$
|
—
|
|
|
$
|
66
|
|
|
$
|
461
|
|
Natural gas sales
|
—
|
|
|
9
|
|
|
—
|
|
|
3
|
|
|
12
|
|
|||||
Natural gas liquid sales
|
—
|
|
|
37
|
|
|
—
|
|
|
6
|
|
|
43
|
|
|||||
Royalty income
|
—
|
|
|
—
|
|
|
74
|
|
|
(74
|
)
|
|
—
|
|
|||||
Lease bonus
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
Midstream services
|
—
|
|
|
—
|
|
|
47
|
|
|
(39
|
)
|
|
8
|
|
|||||
Other operating income
|
—
|
|
|
—
|
|
|
3
|
|
|
(1
|
)
|
|
2
|
|
|||||
Total revenues
|
—
|
|
|
441
|
|
|
125
|
|
|
(39
|
)
|
|
527
|
|
|||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Lease operating expenses
|
—
|
|
|
56
|
|
|
—
|
|
|
(13
|
)
|
|
43
|
|
|||||
Production and ad valorem taxes
|
—
|
|
|
27
|
|
|
6
|
|
|
—
|
|
|
33
|
|
|||||
Gathering and transportation
|
—
|
|
|
11
|
|
|
—
|
|
|
(4
|
)
|
|
7
|
|
|||||
Midstream services
|
—
|
|
|
(1
|
)
|
|
19
|
|
|
—
|
|
|
18
|
|
|||||
Depreciation, depletion and amortization
|
—
|
|
|
106
|
|
|
19
|
|
|
5
|
|
|
130
|
|
|||||
General and administrative expenses
|
7
|
|
|
7
|
|
|
2
|
|
|
(1
|
)
|
|
15
|
|
|||||
Total costs and expenses
|
7
|
|
|
206
|
|
|
46
|
|
|
(13
|
)
|
|
246
|
|
|||||
Income (loss) from operations
|
(7
|
)
|
|
235
|
|
|
79
|
|
|
(26
|
)
|
|
281
|
|
|||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense, net
|
(10
|
)
|
|
(3
|
)
|
|
(3
|
)
|
|
—
|
|
|
(16
|
)
|
|||||
Other income (expense), net
|
—
|
|
|
88
|
|
|
(4
|
)
|
|
—
|
|
|
84
|
|
|||||
Loss on derivative instruments, net
|
—
|
|
|
(59
|
)
|
|
—
|
|
|
—
|
|
|
(59
|
)
|
|||||
Gain on revaluation of investment
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|||||
Total other income (expense), net
|
(10
|
)
|
|
26
|
|
|
(3
|
)
|
|
—
|
|
|
13
|
|
|||||
Income (loss) before income taxes
|
(17
|
)
|
|
261
|
|
|
76
|
|
|
(26
|
)
|
|
294
|
|
|||||
Provision for (benefit from) income taxes
|
65
|
|
|
—
|
|
|
(72
|
)
|
|
—
|
|
|
(7
|
)
|
|||||
Net income (loss)
|
(82
|
)
|
|
261
|
|
|
148
|
|
|
(26
|
)
|
|
301
|
|
|||||
Net income attributable to non-controlling interest
|
—
|
|
|
—
|
|
|
29
|
|
|
53
|
|
|
82
|
|
|||||
Net income (loss) attributable to Diamondback Energy, Inc.
|
$
|
(82
|
)
|
|
$
|
261
|
|
|
$
|
119
|
|
|
$
|
(79
|
)
|
|
$
|
219
|
|
Condensed Consolidated Statement of Operations
|
||||||||||||||
Six Months Ended June 30, 2019
|
||||||||||||||
(In thousands)
|
||||||||||||||
|
|
|
|
|
Non–
|
|
|
|
|
|||||
|
|
|
Guarantor
|
|
Guarantor
|
|
|
|
|
|||||
|
Parent
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
|||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|||||
Oil sales
|
—
|
|
|
1,572
|
|
|
—
|
|
|
118
|
|
|
1,690
|
|
Natural gas sales
|
—
|
|
|
17
|
|
|
—
|
|
|
3
|
|
|
20
|
|
Natural gas liquid sales
|
—
|
|
|
122
|
|
|
—
|
|
|
10
|
|
|
132
|
|
Royalty income
|
—
|
|
|
—
|
|
|
131
|
|
|
(131
|
)
|
|
—
|
|
Lease bonus
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
Midstream services
|
—
|
|
|
—
|
|
|
200
|
|
|
(165
|
)
|
|
35
|
|
Other operating income
|
—
|
|
|
—
|
|
|
7
|
|
|
(2
|
)
|
|
5
|
|
Total revenues
|
—
|
|
|
1,711
|
|
|
341
|
|
|
(167
|
)
|
|
1,885
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|||||
Lease operating expenses
|
—
|
|
|
291
|
|
|
—
|
|
|
(55
|
)
|
|
236
|
|
Production and ad valorem taxes
|
—
|
|
|
111
|
|
|
8
|
|
|
—
|
|
|
119
|
|
Gathering and transportation
|
—
|
|
|
36
|
|
|
—
|
|
|
(7
|
)
|
|
29
|
|
Midstream services
|
—
|
|
|
—
|
|
|
75
|
|
|
(41
|
)
|
|
34
|
|
Depreciation, depletion and amortization
|
—
|
|
|
614
|
|
|
53
|
|
|
14
|
|
|
681
|
|
General and administrative expenses
|
24
|
|
|
22
|
|
|
8
|
|
|
(5
|
)
|
|
49
|
|
Asset retirement obligation accretion
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
Other operating expense
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
2
|
|
Total costs and expenses
|
24
|
|
|
1,080
|
|
|
145
|
|
|
(94
|
)
|
|
1,155
|
|
Income (loss) from operations
|
(24
|
)
|
|
631
|
|
|
196
|
|
|
(73
|
)
|
|
730
|
|
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|||||
Interest expense, net
|
(21
|
)
|
|
(67
|
)
|
|
(7
|
)
|
|
—
|
|
|
(95
|
)
|
Other income (expense), net
|
1
|
|
|
4
|
|
|
1
|
|
|
(3
|
)
|
|
3
|
|
Loss on derivative instruments, net
|
—
|
|
|
(174
|
)
|
|
—
|
|
|
—
|
|
|
(174
|
)
|
Gain on revaluation of investment
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
Total other income (expense), net
|
(20
|
)
|
|
(237
|
)
|
|
(2
|
)
|
|
(3
|
)
|
|
(262
|
)
|
Income (loss) before income taxes
|
(44
|
)
|
|
394
|
|
|
194
|
|
|
(76
|
)
|
|
468
|
|
Provision for (benefit from) income taxes
|
102
|
|
|
—
|
|
|
(33
|
)
|
|
—
|
|
|
69
|
|
Net income (loss)
|
(146
|
)
|
|
394
|
|
|
227
|
|
|
(76
|
)
|
|
399
|
|
Net income (loss) attributable to non-controlling interest
|
—
|
|
|
—
|
|
|
101
|
|
|
(61
|
)
|
|
40
|
|
Net income (loss) attributable to Diamondback Energy, Inc.
|
(146
|
)
|
|
394
|
|
|
126
|
|
|
(15
|
)
|
|
359
|
|
Condensed Consolidated Statement of Operations
|
|||||||||||||||||||
Six Months Ended June 30, 2018
|
|||||||||||||||||||
(In millions)
|
|||||||||||||||||||
|
|
|
|
|
Non–
|
|
|
|
|
||||||||||
|
|
|
Guarantor
|
|
Guarantor
|
|
|
|
|
||||||||||
|
Parent
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Oil sales
|
$
|
—
|
|
|
$
|
758
|
|
|
$
|
—
|
|
|
$
|
122
|
|
|
$
|
880
|
|
Natural gas sales
|
—
|
|
|
21
|
|
|
—
|
|
|
5
|
|
|
26
|
|
|||||
Natural gas liquid sales
|
—
|
|
|
66
|
|
|
—
|
|
|
10
|
|
|
76
|
|
|||||
Royalty income
|
—
|
|
|
—
|
|
|
137
|
|
|
(137
|
)
|
|
—
|
|
|||||
Lease bonus
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
Midstream services
|
—
|
|
|
—
|
|
|
78
|
|
|
(59
|
)
|
|
19
|
|
|||||
Other operating income
|
—
|
|
|
—
|
|
|
5
|
|
|
(1
|
)
|
|
4
|
|
|||||
Total revenues
|
—
|
|
|
845
|
|
|
221
|
|
|
(60
|
)
|
|
1,006
|
|
|||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Lease operating expenses
|
—
|
|
|
100
|
|
|
—
|
|
|
(20
|
)
|
|
80
|
|
|||||
Production and ad valorem taxes
|
—
|
|
|
51
|
|
|
9
|
|
|
—
|
|
|
60
|
|
|||||
Gathering and transportation
|
—
|
|
|
18
|
|
|
—
|
|
|
(7
|
)
|
|
11
|
|
|||||
Midstream services
|
—
|
|
|
(1
|
)
|
|
30
|
|
|
—
|
|
|
29
|
|
|||||
Depreciation, depletion and amortization
|
—
|
|
|
200
|
|
|
37
|
|
|
8
|
|
|
245
|
|
|||||
General and administrative expenses
|
14
|
|
|
13
|
|
|
5
|
|
|
(1
|
)
|
|
31
|
|
|||||
Asset retirement obligation accretion
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Other operating expenses
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
Total costs and expenses
|
14
|
|
|
382
|
|
|
82
|
|
|
(20
|
)
|
|
458
|
|
|||||
Income (loss) from operations
|
(14
|
)
|
|
463
|
|
|
139
|
|
|
(40
|
)
|
|
548
|
|
|||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense, net
|
(19
|
)
|
|
(6
|
)
|
|
(5
|
)
|
|
—
|
|
|
(30
|
)
|
|||||
Other income (expense), net
|
—
|
|
|
90
|
|
|
(2
|
)
|
|
(1
|
)
|
|
87
|
|
|||||
Loss on derivative instruments, net
|
—
|
|
|
(91
|
)
|
|
—
|
|
|
—
|
|
|
(91
|
)
|
|||||
Gain on revaluation of investment
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
|||||
Total other income (expense), net
|
(19
|
)
|
|
(7
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|
(29
|
)
|
|||||
Income (loss) before income taxes
|
(33
|
)
|
|
456
|
|
|
137
|
|
|
(41
|
)
|
|
519
|
|
|||||
Provision for (benefit from) income taxes
|
112
|
|
|
—
|
|
|
(72
|
)
|
|
—
|
|
|
40
|
|
|||||
Net income (loss)
|
(145
|
)
|
|
456
|
|
|
209
|
|
|
(41
|
)
|
|
479
|
|
|||||
Net income attributable to non-controlling interest
|
—
|
|
|
—
|
|
|
29
|
|
|
68
|
|
|
97
|
|
|||||
Net income (loss) attributable to Diamondback Energy, Inc.
|
$
|
(145
|
)
|
|
$
|
456
|
|
|
$
|
180
|
|
|
$
|
(109
|
)
|
|
$
|
382
|
|
Condensed Consolidated Statement of Cash Flows
|
|||||||||||||||||||
Six Months Ended June 30, 2019
|
|||||||||||||||||||
(in millions)
|
|||||||||||||||||||
|
|
|
|
|
Non–
|
|
|
|
|
||||||||||
|
|
|
Guarantor
|
|
Guarantor
|
|
|
|
|
||||||||||
|
Parent
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided by operating activities
|
$
|
4
|
|
|
$
|
798
|
|
|
$
|
241
|
|
|
$
|
—
|
|
|
$
|
1,043
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to oil and natural gas properties
|
—
|
|
|
(1,238
|
)
|
|
—
|
|
|
—
|
|
|
(1,238
|
)
|
|||||
Additions to midstream assets
|
—
|
|
|
(8
|
)
|
|
(103
|
)
|
|
—
|
|
|
(111
|
)
|
|||||
Purchase of other property, equipment and land
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|||||
Acquisition of leasehold interests
|
—
|
|
|
(127
|
)
|
|
—
|
|
|
—
|
|
|
(127
|
)
|
|||||
Acquisition of mineral interests
|
—
|
|
|
—
|
|
|
(125
|
)
|
|
—
|
|
|
(125
|
)
|
|||||
Proceeds from sale of assets
|
—
|
|
|
36
|
|
|
—
|
|
|
—
|
|
|
36
|
|
|||||
Funds held in escrow
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
—
|
|
|
(13
|
)
|
|||||
Equity investments
|
—
|
|
|
(149
|
)
|
|
(37
|
)
|
|
—
|
|
|
(186
|
)
|
|||||
Investment in real estate
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||
Net cash used in investing activities
|
—
|
|
|
(1,494
|
)
|
|
(278
|
)
|
|
—
|
|
|
(1,772
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from borrowing under credit facility
|
—
|
|
|
745
|
|
|
180
|
|
|
—
|
|
|
925
|
|
|||||
Repayment under credit facility
|
—
|
|
|
(595
|
)
|
|
(378
|
)
|
|
—
|
|
|
(973
|
)
|
|||||
Proceeds from joint venture
|
—
|
|
|
43
|
|
|
—
|
|
|
—
|
|
|
43
|
|
|||||
Debt issuance costs
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|||||
Public offering costs
|
—
|
|
|
3
|
|
|
(44
|
)
|
|
—
|
|
|
(41
|
)
|
|||||
Proceeds from public offerings
|
—
|
|
|
—
|
|
|
1,106
|
|
|
—
|
|
|
1,106
|
|
|||||
Distribution to parent
|
—
|
|
|
—
|
|
|
(727
|
)
|
|
727
|
|
|
—
|
|
|||||
Contributions from subsidiaries
|
—
|
|
|
727
|
|
|
—
|
|
|
(727
|
)
|
|
—
|
|
|||||
Distributions from subsidiary
|
65
|
|
|
—
|
|
|
—
|
|
|
(65
|
)
|
|
—
|
|
|||||
Dividends to stockholders
|
(51
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(51
|
)
|
|||||
Proceeds from exercise of stock options
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|||||
Repurchased for tax withholdings
|
(13
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|||||
Repurchased as part of share buyback
|
(104
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(104
|
)
|
|||||
Distributions to non-controlling interest
|
—
|
|
|
—
|
|
|
(115
|
)
|
|
65
|
|
|
(50
|
)
|
|||||
Intercompany transfers
|
304
|
|
|
(304
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net cash provided by financing activities
|
207
|
|
|
611
|
|
|
22
|
|
|
—
|
|
|
840
|
|
|||||
Net increase (decrease) in cash and cash equivalents
|
211
|
|
|
(85
|
)
|
|
(15
|
)
|
|
—
|
|
|
111
|
|
|||||
Cash and cash equivalents at beginning of period
|
84
|
|
|
100
|
|
|
31
|
|
|
—
|
|
|
215
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
295
|
|
|
$
|
15
|
|
|
$
|
16
|
|
|
$
|
—
|
|
|
$
|
326
|
|
Condensed Consolidated Statement of Cash Flows
|
|||||||||||||||||||
Six Months Ended June 30, 2018
|
|||||||||||||||||||
(in millions)
|
|||||||||||||||||||
|
|
|
|
|
Non–
|
|
|
|
|
||||||||||
|
|
|
Guarantor
|
|
Guarantor
|
|
|
|
|
||||||||||
|
Parent
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
(21
|
)
|
|
$
|
584
|
|
|
$
|
201
|
|
|
$
|
—
|
|
|
$
|
764
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to oil and natural gas properties
|
—
|
|
|
(650
|
)
|
|
—
|
|
|
—
|
|
|
(650
|
)
|
|||||
Additions to midstream assets
|
—
|
|
|
(10
|
)
|
|
(85
|
)
|
|
—
|
|
|
(95
|
)
|
|||||
Purchase of other property, equipment and land
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|||||
Acquisition of leasehold interests
|
—
|
|
|
(101
|
)
|
|
—
|
|
|
—
|
|
|
(101
|
)
|
|||||
Acquisition of mineral interests
|
—
|
|
|
—
|
|
|
(253
|
)
|
|
—
|
|
|
(253
|
)
|
|||||
Proceeds from sale of assets
|
—
|
|
|
3
|
|
|
1
|
|
|
—
|
|
|
4
|
|
|||||
Funds held in escrow
|
—
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|||||
Intercompany transfers
|
(22
|
)
|
|
22
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Investment in real estate
|
—
|
|
|
(110
|
)
|
|
—
|
|
|
—
|
|
|
(110
|
)
|
|||||
Net cash used in investing activities
|
(22
|
)
|
|
(839
|
)
|
|
(337
|
)
|
|
—
|
|
|
(1,198
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from borrowing under credit facility
|
—
|
|
|
313
|
|
|
256
|
|
|
—
|
|
|
569
|
|
|||||
Repayment under credit facility
|
—
|
|
|
(388
|
)
|
|
—
|
|
|
—
|
|
|
(388
|
)
|
|||||
Proceeds from senior notes
|
312
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
312
|
|
|||||
Debt issuance costs
|
(4
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(5
|
)
|
|||||
Public offering costs
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|||||
Contributions to subsidiaries
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
2
|
|
|
—
|
|
|||||
Contributions by members
|
—
|
|
|
—
|
|
|
2
|
|
|
(2
|
)
|
|
—
|
|
|||||
Distributions from subsidiary
|
69
|
|
|
—
|
|
|
—
|
|
|
(69
|
)
|
|
—
|
|
|||||
Dividends to stockholders
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|||||
Distributions to non-controlling interest
|
—
|
|
|
—
|
|
|
(107
|
)
|
|
69
|
|
|
(38
|
)
|
|||||
Intercompany transfers
|
(309
|
)
|
|
308
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|||||
Net cash provided by financing activities
|
55
|
|
|
233
|
|
|
148
|
|
|
—
|
|
|
436
|
|
|||||
Net increase (decrease) in cash and cash equivalents
|
12
|
|
|
(22
|
)
|
|
12
|
|
|
—
|
|
|
2
|
|
|||||
Cash and cash equivalents at beginning of period
|
54
|
|
|
34
|
|
|
24
|
|
|
—
|
|
|
112
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
66
|
|
|
$
|
12
|
|
|
$
|
36
|
|
|
$
|
—
|
|
|
$
|
114
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||
|
2019
|
2018
|
|
2019
|
2018
|
||||
Revenues
|
|
|
|
|
|
||||
Oil sales
|
95
|
%
|
89
|
%
|
|
92
|
%
|
90
|
%
|
Natural gas sales
|
(1
|
)%
|
2
|
%
|
|
1
|
%
|
3
|
%
|
Natural gas liquid sales
|
6
|
%
|
9
|
%
|
|
7
|
%
|
7
|
%
|
|
100
|
%
|
100
|
%
|
|
100
|
%
|
100
|
%
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||
|
2019
|
2018
|
|
2019
|
2018
|
||||||||
High and Low Futures Contract Prices:
|
|
|
|
|
|
||||||||
Oil ($/Bbl, WTI Futures Contract 1)
|
|
|
|
|
|
||||||||
High
|
$
|
66.30
|
|
$
|
74.15
|
|
|
$
|
66.30
|
|
$
|
74.15
|
|
Low
|
$
|
51.14
|
|
$
|
62.06
|
|
|
$
|
46.54
|
|
$
|
59.19
|
|
Natural Gas ($/MMBtu, Futures Contract 1)
|
|
|
|
|
|
||||||||
High
|
$
|
2.71
|
|
$
|
3.02
|
|
|
$
|
3.59
|
|
$
|
3.63
|
|
Low
|
$
|
2.19
|
|
$
|
2.66
|
|
|
$
|
2.19
|
|
$
|
2.55
|
|
|
|
|
|
|
|
||||||||
Average realized oil price ($/Bbl)
|
$
|
54.41
|
|
$
|
61.56
|
|
|
$
|
50.42
|
|
$
|
61.60
|
|
Average WTI Futures Contract 1 ($/Bbl)
|
$
|
59.91
|
|
$
|
67.91
|
|
|
57.45
|
|
65.46
|
|
||
Differential to WTI Futures Contract 1
|
(5.50
|
)
|
(6.35
|
)
|
|
(7.03
|
)
|
(3.86
|
)
|
||||
Average realized oil price to WTI Futures Contract 1
|
91
|
%
|
91
|
%
|
|
88
|
%
|
94
|
%
|
||||
|
|
|
|
|
|
||||||||
Average realized natural gas price ($/Mcf)
|
$
|
(0.41
|
)
|
$
|
1.54
|
|
|
$
|
0.46
|
|
$
|
1.84
|
|
Average Natural Gas Futures Contract 1 ($/Mcf)
|
$
|
2.51
|
|
$
|
2.83
|
|
|
2.69
|
|
2.84
|
|
||
Differential to Natural Gas Futures Contract 1
|
(2.92
|
)
|
(1.29
|
)
|
|
(2.23
|
)
|
(1.00
|
)
|
||||
Average realized natural gas price to Natural Gas Futures Contract 1
|
(16
|
)%
|
54
|
%
|
|
17
|
%
|
65
|
%
|
||||
|
|
|
|
|
|
||||||||
Average realized natural gas liquids price ($/Bbl)
|
$
|
13.60
|
|
$
|
27.99
|
|
|
$
|
15.64
|
|
$
|
26.40
|
|
Average WTI Futures Contract 1 ($/Bbl)
|
$
|
59.91
|
|
$
|
67.91
|
|
|
57.45
|
|
65.46
|
|
||
Average realized natural gas liquids price to WTI Futures Contract 1
|
23
|
%
|
41
|
%
|
|
27
|
%
|
40
|
%
|
|
Three Months Ended June 30, 2019
|
|
Six Months Ended June 30, 2019
|
||||||||||||||||
|
Drilled
|
|
Completed
|
|
Drilled
|
|
Completed
|
||||||||||||
Area
|
Gross
|
Net
|
|
Gross
|
Net
|
|
Gross
|
Net
|
|
Gross
|
Net
|
||||||||
Midland Basin
|
47
|
|
42
|
|
|
29
|
|
28
|
|
|
90
|
|
79
|
|
|
83
|
|
78
|
|
Delaware Basin
|
42
|
|
37
|
|
|
40
|
|
35
|
|
|
82
|
|
73
|
|
|
68
|
|
59
|
|
Total
|
89
|
|
79
|
|
|
69
|
|
63
|
|
|
172
|
|
152
|
|
|
151
|
|
137
|
|
|
Vertical Wells
|
|
Horizontal Wells
|
|
Total
|
|||||||||
Area
|
Gross
|
Net
|
|
Gross
|
Net
|
|
Gross
|
Net
|
||||||
Midland Basin
|
1,586
|
|
1,486
|
|
|
899
|
|
818
|
|
|
2,485
|
|
2,304
|
|
Delaware Basin
|
32
|
|
30
|
|
|
421
|
|
397
|
|
|
453
|
|
427
|
|
Total
|
1,618
|
|
1,516
|
|
|
1,320
|
|
1,215
|
|
|
2,938
|
|
2,731
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||
|
2019
|
2018
|
|
2019
|
2018
|
||||||||
|
(in thousands)
|
||||||||||||
Production Data:
|
|
|
|
|
|
||||||||
Oil (MBbls)
|
17,402
|
|
7,478
|
|
|
33,517
|
|
14,278
|
|
||||
Natural gas (MMcf)
|
21,439
|
|
7,367
|
|
|
43,123
|
|
13,913
|
|
||||
Natural gas liquids (MBbls)
|
4,538
|
|
1,540
|
|
|
8,446
|
|
2,883
|
|
||||
Combined volumes (MBOE)
|
25,513
|
|
10,246
|
|
|
49,150
|
|
19,480
|
|
||||
|
|
|
|
|
|
||||||||
Average Daily Production:
|
|
|
|
|
|
||||||||
Oil (Bbls)/d
|
191,229
|
|
82,180
|
|
|
185,176
|
|
78,886
|
|
||||
Natural gas (Mcf)/d
|
235,598
|
|
80,960
|
|
|
238,250
|
|
76,867
|
|
||||
Natural gas liquids (Bbls)/d
|
49,870
|
|
16,919
|
|
|
46,663
|
|
15,929
|
|
||||
Daily combined volumes (BOE/d)
|
280,365
|
|
112,592
|
|
|
271,548
|
|
107,627
|
|
||||
|
|
|
|
|
|
||||||||
Average Prices:
|
|
|
|
|
|
||||||||
Oil (per Bbl)
|
$
|
54.41
|
|
$
|
61.56
|
|
|
$
|
50.42
|
|
$
|
61.60
|
|
Natural gas (per Mcf)
|
$
|
(0.41
|
)
|
$
|
1.54
|
|
|
0.46
|
|
1.84
|
|
||
Natural gas liquids (per Bbl)
|
$
|
13.60
|
|
$
|
27.99
|
|
|
15.64
|
|
26.40
|
|
||
Combined (per BOE)
|
$
|
39.19
|
|
$
|
50.24
|
|
|
37.47
|
|
50.37
|
|
||
Oil, hedged ($ per Bbl)(1)
|
$
|
53.95
|
|
$
|
55.53
|
|
|
50.56
|
|
56.14
|
|
||
Natural gas, hedged ($ per MMbtu)(1)
|
$
|
0.04
|
|
$
|
1.56
|
|
|
0.77
|
|
1.90
|
|
||
Natural gas liquids, hedged ($ per Bbl)(1)
|
$
|
14.41
|
|
$
|
27.99
|
|
|
16.16
|
|
26.40
|
|
||
Average price, hedged ($ per BOE)(1)
|
$
|
39.39
|
|
$
|
45.86
|
|
|
37.93
|
|
46.41
|
|
(1)
|
Hedged prices reflect the effect of our commodity derivative transactions on our average sales prices. Our calculation of such effects include gains and losses on cash settlements for commodity derivatives, which we do not designate for hedge accounting.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||
|
2019
|
2018
|
|
2019
|
2018
|
||||
Oil (MBbls)
|
68
|
%
|
73
|
%
|
|
68
|
%
|
73
|
%
|
Natural gas (MMcf)
|
14
|
%
|
12
|
%
|
|
15
|
%
|
12
|
%
|
Natural gas liquids (MBbls)
|
18
|
%
|
15
|
%
|
|
17
|
%
|
15
|
%
|
|
100
|
%
|
100
|
%
|
|
100
|
%
|
100
|
%
|
|
Three Months Ended June 30, 2019
|
|
Three Months Ended June 30, 2018
|
||||||||||||||
|
Midland Basin
|
Delaware Basin
|
Other(1)
|
Total
|
|
Midland Basin
|
Delaware Basin
|
Other(2)
|
Total
|
||||||||
|
(in thousands)
|
||||||||||||||||
Production Data:
|
|
|
|
|
|
|
|
|
|
||||||||
Oil (MBbls)
|
10,422
|
|
6,311
|
|
669
|
|
17,402
|
|
|
5,719
|
|
1,702
|
|
57
|
|
7,478
|
|
Natural gas (MMcf)
|
10,470
|
|
10,610
|
|
359
|
|
21,439
|
|
|
4,997
|
|
2,222
|
|
148
|
|
7,367
|
|
Natural gas liquids (MBbls)
|
2,595
|
|
1,885
|
|
58
|
|
4,538
|
|
|
1,221
|
|
296
|
|
23
|
|
1,540
|
|
Total (MBoe)
|
14,762
|
|
9,964
|
|
787
|
|
25,513
|
|
|
7,773
|
|
2,368
|
|
105
|
|
10,246
|
|
|
Six Months Ended June 30, 2019
|
|
Six Months Ended June 30, 2018
|
||||||||||||||
|
Midland Basin
|
Delaware Basin
|
Other(1)
|
Total
|
|
Midland Basin
|
Delaware Basin
|
Other(2)
|
Total
|
||||||||
|
(in thousands)
|
||||||||||||||||
Production Data:
|
|
|
|
|
|
|
|
|
|
||||||||
Oil (MBbls)
|
20,306
|
|
11,929
|
|
1,282
|
|
33,517
|
|
|
11,048
|
|
3,142
|
|
88
|
|
14,278
|
|
Natural gas (MMcf)
|
20,765
|
|
21,621
|
|
737
|
|
43,123
|
|
|
9,458
|
|
4,228
|
|
227
|
|
13,913
|
|
Natural gas liquids (MBbls)
|
4,785
|
|
3,542
|
|
119
|
|
8,446
|
|
|
2,315
|
|
532
|
|
36
|
|
2,883
|
|
Total (MBoe)
|
28,552
|
|
19,075
|
|
1,524
|
|
49,150
|
|
|
14,939
|
|
4,379
|
|
162
|
|
19,480
|
|
(1)
|
Includes the Central Basin Platform, the Eagle Ford Shale and the Rockies.
|
(2)
|
Includes the Eagle Ford Shale.
|
|
Change in prices
|
Production volumes(1)
|
Total net dollar effect of change
|
|
Change in prices
|
Production volumes(1)
|
Total net dollar effect of change
|
||||||||||||
|
|
|
(in millions)
|
|
|
|
|
||||||||||||
Effect of changes in price:
|
|
|
|
|
|
|
|
||||||||||||
Oil
|
$
|
(7.15
|
)
|
17,402
|
|
$
|
(124
|
)
|
|
$
|
(11.18
|
)
|
33,517
|
|
$
|
(375
|
)
|
||
Natural gas
|
$
|
(1.95
|
)
|
21,439
|
|
(42
|
)
|
|
$
|
(1.38
|
)
|
43,123
|
|
(60
|
)
|
||||
Natural gas liquids
|
$
|
(14.39
|
)
|
4,538
|
|
(65
|
)
|
|
$
|
(10.76
|
)
|
8,446
|
|
(91
|
)
|
||||
Total revenues due to change in price
|
|
|
$
|
(231
|
)
|
|
|
|
$
|
(526
|
)
|
||||||||
|
|
|
|
|
|
|
|
||||||||||||
|
Change in production volumes(1)
|
Prior period Average Prices
|
Total net dollar effect of change
|
|
Change in production volumes(1)
|
Prior period Average Prices
|
Total net dollar effect of change
|
||||||||||||
|
|
|
(in millions)
|
|
|
|
|
||||||||||||
Effect of changes in production volumes:
|
|
|
|
|
|
|
|
||||||||||||
Oil
|
9,923
|
|
$
|
61.56
|
|
$
|
611
|
|
|
19,238
|
|
$
|
61.60
|
|
$
|
1,185
|
|
||
Natural gas
|
14,072
|
|
$
|
1.54
|
|
22
|
|
|
29,210
|
|
$
|
1.84
|
|
54
|
|
||||
Natural gas liquids
|
2,999
|
|
$
|
27.99
|
|
83
|
|
|
5,563
|
|
$
|
26.40
|
|
147
|
|
||||
Total revenues due to change in production volumes
|
|
|
715
|
|
|
|
|
1,386
|
|
||||||||||
Total change in revenues
|
|
|
$
|
484
|
|
|
|
|
$
|
860
|
|
(1)
|
Production volumes are presented in MBbls for oil and natural gas liquids and MMcf for natural gas.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(in millions)
|
||||||||||||||
Lease bonus revenue
|
$
|
2
|
|
|
$
|
1
|
|
|
$
|
3
|
|
|
$
|
1
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(in millions)
|
||||||||||||||
Midstream services revenue
|
$
|
16
|
|
|
$
|
8
|
|
|
$
|
35
|
|
|
$
|
19
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||||||||||
(in millions, except per BOE amounts)
|
Amount
|
Per BOE
|
|
Amount
|
Per BOE
|
|
Amount
|
Per BOE
|
|
Amount
|
Per BOE
|
||||||||||||||||
Lease operating expenses
|
$
|
127
|
|
$
|
4.98
|
|
|
$
|
43
|
|
$
|
4.16
|
|
|
$
|
236
|
|
$
|
4.80
|
|
|
$
|
80
|
|
$
|
4.11
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||||||||||
(in millions, except per BOE amounts)
|
Amount
|
Per BOE
|
|
Amount
|
Per BOE
|
|
Amount
|
Per BOE
|
|
Amount
|
Per BOE
|
||||||||||||||||
Production taxes
|
$
|
46
|
|
$
|
1.82
|
|
|
$
|
25
|
|
$
|
2.44
|
|
|
$
|
87
|
|
$
|
1.78
|
|
|
$
|
48
|
|
$
|
2.44
|
|
Ad valorem taxes
|
$
|
18
|
|
$
|
0.69
|
|
|
$
|
8
|
|
$
|
0.70
|
|
|
$
|
32
|
|
$
|
0.64
|
|
|
$
|
12
|
|
$
|
0.61
|
|
Total production and ad valorem expense
|
$
|
64
|
|
$
|
2.51
|
|
|
$
|
33
|
|
$
|
3.14
|
|
|
$
|
119
|
|
$
|
2.42
|
|
|
$
|
60
|
|
$
|
3.05
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(in millions)
|
||||||||||||||
Midstream services expense
|
$
|
17
|
|
|
$
|
18
|
|
|
$
|
34
|
|
|
$
|
29
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in millions, except BOE amounts)
|
||||||||||||||
Depletion of proved oil and natural gas properties
|
$
|
345
|
|
|
$
|
123
|
|
|
$
|
656
|
|
|
$
|
232
|
|
Depreciation of midstream assets
|
8
|
|
|
4
|
|
|
16
|
|
|
9
|
|
||||
Depreciation of other property and equipment
|
6
|
|
|
3
|
|
|
9
|
|
|
4
|
|
||||
Depreciation, depletion and amortization expense
|
$
|
359
|
|
|
$
|
130
|
|
|
$
|
681
|
|
|
$
|
245
|
|
Oil and natural gas properties depreciation, depletion and amortization per BOE
|
$
|
13.53
|
|
|
$
|
12.04
|
|
|
$
|
13.35
|
|
|
$
|
11.93
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||||||||||
(in millions, except per BOE amounts)
|
Amount
|
Per BOE
|
|
Amount
|
Per BOE
|
|
Amount
|
Per BOE
|
|
Amount
|
Per BOE
|
||||||||||||||||
General and administrative expenses
|
$
|
13
|
|
$
|
0.51
|
|
|
$
|
9
|
|
$
|
0.87
|
|
|
$
|
26
|
|
$
|
0.53
|
|
|
$
|
18
|
|
$
|
0.91
|
|
Non-cash stock-based compensation
|
$
|
9
|
|
$
|
0.35
|
|
|
$
|
6
|
|
$
|
0.55
|
|
|
$
|
23
|
|
$
|
0.47
|
|
|
$
|
13
|
|
$
|
0.67
|
|
Total general and administrative expenses
|
$
|
22
|
|
$
|
0.86
|
|
|
$
|
15
|
|
$
|
1.42
|
|
|
$
|
49
|
|
$
|
1.00
|
|
|
$
|
31
|
|
$
|
1.58
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(in millions)
|
||||||||||||||
Net interest expense
|
$
|
49
|
|
|
$
|
16
|
|
|
$
|
95
|
|
|
$
|
30
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(in millions)
|
||||||||||||||
Change in fair value of open non-hedge derivative instruments
|
$
|
89
|
|
|
$
|
(14
|
)
|
|
$
|
(196
|
)
|
|
$
|
(14
|
)
|
Gain (loss) on settlement of non-hedge derivative instruments
|
5
|
|
|
(45
|
)
|
|
22
|
|
|
(77
|
)
|
||||
Gain (loss) on derivative instruments
|
$
|
94
|
|
|
$
|
(59
|
)
|
|
$
|
(174
|
)
|
|
$
|
(91
|
)
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(in millions)
|
||||||||||||||
Provision for (benefit from) income taxes
|
$
|
102
|
|
|
$
|
(7
|
)
|
|
$
|
69
|
|
|
$
|
40
|
|
|
Six Months Ended June 30,
|
|||||
|
2019
|
2018
|
||||
|
(in millions)
|
|||||
Net cash provided by operating activities
|
$
|
1,043
|
|
$
|
764
|
|
Net cash used in investing activities
|
(1,772
|
)
|
(1,198
|
)
|
||
Net cash provided by financing activities
|
840
|
|
436
|
|
||
Net increase (decrease) in cash
|
$
|
111
|
|
$
|
2
|
|
|
Six Months Ended June 30,
|
|||||
|
2019
|
2018
|
||||
|
(in millions)
|
|||||
Drilling, completion and non-operated
|
$
|
(1,155
|
)
|
$
|
(614
|
)
|
Additions to infrastructure assets
|
(83
|
)
|
(36
|
)
|
||
Additions to midstream assets
|
(111
|
)
|
(95
|
)
|
||
Acquisition of leasehold interests
|
(127
|
)
|
(101
|
)
|
||
Acquisition of mineral interests
|
(125
|
)
|
(253
|
)
|
||
Purchase of other property, equipment and land
|
(7
|
)
|
(4
|
)
|
||
Investment in real estate
|
(1
|
)
|
(110
|
)
|
||
Proceeds from sale of assets
|
36
|
|
4
|
|
||
Funds held in escrow
|
(13
|
)
|
11
|
|
||
Equity investments
|
(186
|
)
|
—
|
|
||
Net cash used in investing activities
|
$
|
(1,772
|
)
|
$
|
(1,198
|
)
|
Financial Covenant (prior to the investment grade changeover date)
|
|
Required Ratio
|
Ratio of total net debt to EBITDAX, as defined in the credit agreement
|
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
|
Financial Covenant
|
Required Ratio
|
Ratio of total net debt to EBITDAX, as defined in the credit agreement
|
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
|
Financial Covenant
|
|
Required Ratio
|
Consolidated Total Leverage Ratio commencing with the fiscal quarter ending September 30, 2019
|
Not greater than 5.00 to 1.00 (or not greater than 5.50 to 1.00 for 3 fiscal quarters following certain acquisitions), but if the Consolidated Senior Secured Leverage Ratio (as defined in the Rattler credit agreement) is applicable, then not greater than 5.25 to 1.00)
|
|
Consolidated Senior Secured Leverage Ratio commencing with the last day of any fiscal quarter in which the Financial Covenant Election (as defined in the Rattler credit agreement) is made
|
Not greater than 3.50 to 1.00
|
|
Consolidated Interest Coverage Ratio (as defined in the Rattler credit agreement) commencing with the fiscal quarter ending September 30, 2019
|
Not less than 2.50 to 1.00
|
•
|
$2.3 billion to $2.5 billion will be spent on drilling and completing 300 to 320 gross (265 to 285 net) horizontal wells across our operated leasehold acreage in the Northern Midland and Southern Delaware Basins, with an average lateral length of approximately 9,500 feet;
|
•
|
$225 million to $250 million will be spent on midstream infrastructure excluding the cost of long-haul pipeline equity investments; and
|
•
|
$175 million will be spent on infrastructure and other expenditures, excluding the cost of any leasehold and mineral interest acquisitions.
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid Per Share(1)
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plan
|
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan(2)
|
||||
|
|
($ in millions, except per share amounts, shares in thousands)
|
||||||||||
January 2019
|
|
0
|
|
$
|
—
|
|
|
0
|
|
$
|
2,000
|
|
February 2019(3)
|
|
108
|
|
$
|
102.14
|
|
|
0
|
|
$
|
2,000
|
|
March 2019(3)
|
|
17
|
|
$
|
102.93
|
|
|
0
|
|
$
|
2,000
|
|
April 2019
|
|
0
|
|
$
|
—
|
|
|
0
|
|
$
|
2,000
|
|
May 2019
|
|
40
|
|
$
|
100.86
|
|
|
40
|
|
$
|
1,996
|
|
June 2019
|
|
976
|
|
$
|
102.04
|
|
|
976
|
|
$
|
1,896
|
|
Total
|
|
1,141
|
|
$
|
102.02
|
|
|
1,016
|
|
|
(1)
|
May 2019 and June 2019 average price paid per share is net of any commissions paid to repurchase stock.
|
(2)
|
In May 2019, our board of directors approved a new stock repurchase program to acquire up to $2 billion of our outstanding common stock through December 31, 2020. This repurchase program may be suspended from time to time, modified, extended or discontinued by our board of directors at any time.
|
(3)
|
Acquired in connection with tax withholdings and payment of exercise price on equity compensation plans.
|
Exhibit Number
|
Description
|
2.1#
|
|
3.1
|
Exhibit Number
|
Description
|
3.2
|
|
3.3
|
|
3.4
|
|
4.1
|
|
4.2
|
|
4.3
|
|
4.4
|
|
4.5
|
|
4.6
|
|
4.7
|
|
4.8
|
|
4.9
|
|
4.10
|
|
4.11
|
Exhibit Number
|
Description
|
4.12
|
|
4.13
|
|
10.1
|
|
10.2
|
|
10.3
|
|
31.1*
|
|
31.2*
|
|
32.1**
|
|
32.2**
|
|
101.INS*
|
Inline XBRL Instance Document. The instance document does not appear in the interactive data file because its XBRLtags are embedded within the inline XBRL document.
|
101.SCH*
|
Inline XBRL Taxonomy Extension Schema Document.
|
101.CAL*
|
Inline XBRL Taxonomy Extension Calculation Linkbase.
|
101.DEF*
|
Inline XBRL Taxonomy Extension Definition Linkbase Document.
|
101.LAB*
|
Inline XBRL Taxonomy Extension Labels Linkbase Document.
|
101.PRE*
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
|
104
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
|
*
|
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.
|
#
|
Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the SEC.
|
|
|
DIAMONDBACK ENERGY, INC.
|
|
|
|
Date:
|
August 8, 2019
|
/s/ Travis D. Stice
|
|
|
Travis D. Stice
|
|
|
Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
Date:
|
August 8, 2019
|
/s/ Kaes Van’t Hof
|
|
|
Kaes Van’t Hof
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial 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 8, 2019
|
|
/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 8, 2019
|
|
/s/ Kaes Van't Hof
|
|
|
|
Kaes Van't Hof
|
|
|
|
Chief Financial Officer
|
|
|
|
|
Date:
|
August 8, 2019
|
|
/s/ Travis D. Stice
|
|
|
|
Travis D. Stice
|
|
|
|
Chief Executive Officer
|
|
|
|
|
Date:
|
August 8, 2019
|
|
/s/ Kaes Van't Hof
|
|
|
|
Kaes Van't Hof
|
|
|
|
Chief Financial Officer
|