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Delaware
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90-1022997
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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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3141 Hood Street, Suite 500
Dallas, Texas
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75219
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(Address of principal executive offices)
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(Zip code)
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(214) 252-2700
(Registrant’s telephone number, including area code)
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Title of each class
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Name of each exchange on which registered
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Common stock, par value $0.01 per share
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New York Stock Exchange
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Large accelerated filer
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x
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Accelerated filer
o
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Non-accelerated filer
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o
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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Emerging growth company
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o
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•
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the level of global exploration and production;
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the level of global inventories;
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actions of the Organization of the Petroleum Exporting Countries, its members and other state-controlled oil companies relating to oil price and production controls;
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worldwide and regional economic conditions affecting the global supply and demand for oil, NGLs and natural gas;
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the price and quantity of imports of foreign oil, NGLs and natural gas;
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political and economic conditions in or affecting other producing countries, including U.S. sanctions on oil producing countries and conflicts in the Middle East, Africa, South America and Russia;
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prevailing prices on local price indexes in the areas in which we operate and expectations about future commodity prices;
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the proximity, capacity, cost and availability of gathering and transportation facilities, and other factors that result in differentials to benchmark prices;
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localized and global supply and demand fundamentals and transportation availability;
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the cost of exploring for, developing, producing and transporting reserves;
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weather conditions and other natural disasters;
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technological advances affecting energy consumption;
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the price and availability of alternative fuels;
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expectations about future commodity prices;
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domestic, local and foreign governmental regulation and taxes;
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speculation as to the future price of oil, NGLs and natural gas and the speculative trading of oil, NGLs and natural gas and the trading prices of future contracts; and
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effect of energy conservation efforts.
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production is less than the volume covered by the derivative instruments;
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the counterparty to the derivative instrument defaults on its contractual obligations;
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there is an increase in the differential between the underlying price in the derivative instrument and actual prices received; or
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there are issues with regard to legal enforceability of such instruments.
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the prices at which our production is sold;
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the level of hydrocarbons we are able to produce from existing wells;
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our proved reserves;
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our ability to acquire, locate and produce new reserves;
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the levels of our operating expenses;
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our ability to borrow under our Revolving Credit Facility and our ability to access the capital markets; and
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the scope, rate of progress and cost of our exploration, appraisal and development activities.
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landing our wellbore in the desired drilling zone;
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staying in the desired drilling zone while drilling horizontally through the formation;
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running our casing the entire length of the wellbore;
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being able to run tools and other equipment consistently through the horizontal wellbore; and
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effectively controlling the level of pressure flowing from particular wells.
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the ability to fracture stimulate the planned number of stages;
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the ability to run tools the entire length of the wellbore during completion operations; and
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the ability to successfully clean out the wellbore after completion of the final fracture stimulation stage.
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delays imposed by or resulting from compliance with regulatory requirements including limitations resulting from wastewater disposal, discharge of GHGs and limitations on hydraulic fracturing;
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pressure or irregularities in geological formations;
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shortages of or delays in obtaining equipment and qualified personnel or in obtaining water for hydraulic fracturing activities;
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equipment failures, accidents or other unexpected operational events;
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lack of available gathering facilities or delays in construction of gathering facilities;
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lack of available capacity on interconnecting transmission pipelines;
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adverse weather conditions;
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issues related to compliance with environmental regulations;
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environmental hazards, such as oil and natural gas leaks, oil spills, pipeline and tank ruptures and unauthorized discharges of brine, well stimulation and completion fluids, toxic gases or other pollutants into the surface and subsurface environment;
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declines in oil and natural gas prices;
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limited availability of financing at acceptable terms;
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loss of title or other title problems;
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limitations in the market for oil and natural gas; and
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oil, NGLs or natural gas gathering, transportation and processing availability restrictions or limitations.
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injury or loss of life;
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damage to and destruction of property, natural resources and equipment;
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pollution and other environmental damage;
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regulatory investigations and penalties;
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suspension of our operations; and
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repair and remediation costs.
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unexpected drilling conditions;
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title problems;
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pressure or lost circulation in formations;
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equipment failure or accidents;
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adverse weather conditions;
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compliance with environmental and other governmental or contractual requirements; and
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increase in the cost of, shortages or delays in the availability of, electricity, supplies, materials, drilling or workover rigs, equipment and services.
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the inability to estimate accurately the costs to develop the reserves, recoverable volumes of reserves, rates of future production and future net cash flows attainable from the reserves;
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the assumption of unknown liabilities, including environmental liabilities, and losses or costs for which the Company is not indemnified or for which the indemnity the Company receives is inadequate;
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the effect on our liquidity or financial leverage of using available cash or debt to finance acquisitions; and
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the diversion of management’s attention from other business concerns.
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increased responsibilities for our executive level personnel;
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increased administrative burden;
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increased capital requirements; and
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increased organizational challenges common to large, expansive operations.
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require us to dedicate a substantial portion of our cash flow from operations to service our existing debt, thereby reducing the cash available to finance our operations and other business activities;
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limit management’s discretion in operating our business and our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
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increase our vulnerability to downturns and adverse developments in our business and the economy generally;
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limit our ability to access the capital markets to raise capital on favorable terms or to obtain additional financing for working capital, capital expenditures or acquisitions or to refinance existing indebtedness;
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place restrictions on our ability to obtain additional financing, make investments, lease equipment, sell assets and engage in business combinations;
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make it more likely that a reduction in our borrowing base following a periodic redetermination could require us to repay a portion of our then‑outstanding bank borrowings;
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make us vulnerable to increases in interest rates as our indebtedness under our Revolving Credit Facility may vary with prevailing interest rates;
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place us at a competitive disadvantage relative to competitors with lower levels of indebtedness in relation to their overall size or less restrictive terms governing their indebtedness; and
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make it more difficult for us to satisfy our obligations under our debt instruments and increase the risk that we may default on our debt obligations.
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incur additional indebtedness;
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make loans to others;
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make investments;
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merge or consolidate with another entity;
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make dividends and certain other payments;
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hedge future production or interest rates;
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incur liens that secure indebtedness;
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sell assets;
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enter into transactions with affiliates; and
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engage in certain other transactions without the prior consent of the lenders.
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the holders of such indebtedness could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest;
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the lenders under our Revolving Credit Facility could elect to terminate their commitments thereunder, cease making further loans and institute foreclosure proceedings against our assets; and
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we could be forced into bankruptcy or liquidation.
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review and verification of historical production data, which data is based on actual production as reported by us;
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preparation of reserve estimates by our Vice President of Reservoir Engineering or under his direct supervision;
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review by our Chief Executive Officer of all of our reported proved reserves at the close of each quarter, including the review of all significant reserve changes and all new PUDs additions;
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direct reporting responsibilities by our Vice President of Reservoir Engineering to our Chief Operating Officer; and
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verification of property ownership by our land department.
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Year ended December 31,
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2017
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2016
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2015
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Proved developed reserves:
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Oil (MBbls)
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106,668
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65,025
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44,128
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Natural gas (MMcf)
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133,116
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76,255
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56,640
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NGLs (MBbls)
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30,162
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18,759
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11,020
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Total (MBoe)
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159,016
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96,493
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64,588
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Proved undeveloped reserves:
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Oil (MBbls)
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154,667
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99,703
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67,007
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Natural gas (MMcf)
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161,903
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100,531
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76,867
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NGLs (MBbls)
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35,275
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23,937
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14,767
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Total (MBoe)
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216,926
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140,395
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94,585
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Total proved reserves:
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Oil (MBbls)
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261,335
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164,728
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111,135
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Natural gas (MMcf)
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295,019
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176,786
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133,507
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NGLs (MBbls)
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65,437
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42,696
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25,787
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Total (MBoe)
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375,942
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236,888
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159,173
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Oil
(MBbls) |
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Natural
Gas
(MMcf)
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NGLs
(MBbls)
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MBoe
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||||
Proved developed and undeveloped reserves:
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As of January 1, 2017
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164,728
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176,786
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42,696
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236,888
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Production
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(14,445
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)
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(15,126
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)
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(3,202
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)
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(20,168
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)
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Extensions and discoveries
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64,925
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73,698
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16,009
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93,217
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Purchases of minerals in place
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34,997
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33,772
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6,859
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47,485
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Revisions of previous estimates
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11,130
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25,889
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3,075
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18,520
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As of December 31, 2017
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261,335
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295,019
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65,437
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375,942
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MBoe
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As of January 1, 2017
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140,395
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Extensions and discoveries (1)
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65,657
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Purchases of minerals in place (2)
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32,390
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Conversion to proved developed reserves (3)
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(20,054
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)
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Revisions of previous estimates (4)
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(1,462
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)
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As of December 31, 2017
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216,926
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Years ended December 31,
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||||||||||
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2017
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2016
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2015
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||||||
Production data:
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|||||
Oil (MBbls)
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14,445
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7,790
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5,805
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Natural gas (MMcf)
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15,126
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7,188
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4,991
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NGLs (MBbls)
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3,202
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1,685
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1,045
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Total (MBoe)
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20,168
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10,673
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7,682
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Average net daily production (Boe/d)
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55,255
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29,161
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21,047
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Average realized prices before effects of hedges(1)(2):
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||||||
Oil (per Bbl)
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$
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48.79
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$
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41.28
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$
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45.36
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Natural gas (per Mcf)
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2.39
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1.94
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|
2.11
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|||
NGLs (per Bbl)
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19.57
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10.87
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|
9.75
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|||
Total (per Boe)
|
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$
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39.85
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$
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33.15
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$
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36.97
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Average realized prices after effects of hedges(1)(2):
|
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|
||||||
Oil (per Bbl)
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$
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47.75
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$
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41.06
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$
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61.22
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Natural gas (per Mcf)
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2.43
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|
1.94
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|
2.11
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NGLs (per Bbl)
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19.57
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10.87
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|
9.75
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Total (per Boe)
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$
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39.12
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$
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32.99
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$
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48.96
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Average costs (per Boe):
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Lease operating expenses (excluding gathering and transportation)
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$
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5.13
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$
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4.93
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$
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6.46
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Gathering and transportation
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0.96
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0.48
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0.46
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Production and ad valorem taxes
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2.43
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2.03
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2.60
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Depreciation, depletion and amortization
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13.87
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18.21
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20.05
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||||||
Components of general and administrative expense:
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||||||
General and administrative - cash component (3)
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$
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1.50
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$
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2.10
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$
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2.33
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General and administrative - recurring stock comp (4)
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0.85
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1.23
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|
1.03
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|||
General and administrative - (IPO stock comp) (5)
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—
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—
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0.19
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General and administrative - non-recurring stock comp (6)
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—
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0.06
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—
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|||
Total general and administrative
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$
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2.35
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$
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3.39
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$
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3.55
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Developed acreage(1)
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Undeveloped acreage(2)
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Total acreage
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||||||||||||
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Gross
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Net
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Gross
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Net
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Gross
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Net
|
||||||
Midland Basin
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|
56,252
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|
|
40,281
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|
|
7,490
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|
|
6,395
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|
63,742
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|
|
46,676
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|
Delaware Basin
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|
40,514
|
|
|
25,062
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|
|
37,852
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|
|
20,149
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|
|
78,366
|
|
|
45,211
|
|
Total
|
|
96,766
|
|
|
65,343
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|
|
45,342
|
|
|
26,544
|
|
|
142,108
|
|
|
91,887
|
|
|
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2018
|
|
2019
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|
2020
|
|
2021
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|
2022
|
||||||||||||||||||||
|
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Gross
|
|
Net
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
||||||||||
Midland Basin
|
|
6,538
|
|
|
6,339
|
|
|
312
|
|
|
52
|
|
|
640
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Delaware Basin
|
|
11,715
|
|
|
15,296
|
|
|
12,078
|
|
|
4,272
|
|
|
13,419
|
|
|
577
|
|
|
640
|
|
|
4
|
|
|
—
|
|
|
—
|
|
Total
|
|
18,253
|
|
|
21,635
|
|
|
12,390
|
|
|
4,324
|
|
|
14,059
|
|
|
581
|
|
|
640
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
|
For the Year Ended December 31,
|
||||||||||||||||
|
|
2017 (1)
|
|
2016
|
|
2015
|
||||||||||||
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
||||||
Development Wells:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Productive
|
|
113.0
|
|
|
73.6
|
|
|
96.0
|
|
|
56.5
|
|
|
115.0
|
|
|
66.4
|
|
Dry
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total Development
|
|
113.0
|
|
|
73.6
|
|
|
96.0
|
|
|
56.5
|
|
|
115.0
|
|
|
66.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Exploratory Wells:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Productive
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|
0.9
|
|
|
—
|
|
|
—
|
|
Dry
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total Exploratory
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|
0.9
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total Wells:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Productive
|
|
113.0
|
|
|
73.6
|
|
|
97.0
|
|
|
57.4
|
|
|
115.0
|
|
|
66.4
|
|
Dry
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
|
113.0
|
|
|
73.6
|
|
|
97.0
|
|
|
57.4
|
|
|
115.0
|
|
|
66.4
|
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
2017
|
|
|
|
|
|
|
|
||||||||
Low
|
$
|
37.74
|
|
|
$
|
29.67
|
|
|
$
|
28.76
|
|
|
$
|
31.08
|
|
High
|
$
|
46.92
|
|
|
$
|
42.37
|
|
|
$
|
35.58
|
|
|
$
|
41.09
|
|
|
|
|
|
|
|
|
|
||||||||
2016
|
|
|
|
|
|
|
|
||||||||
Low
|
$
|
16.74
|
|
|
$
|
27.19
|
|
|
$
|
33.14
|
|
|
$
|
34.93
|
|
High
|
$
|
30.14
|
|
|
$
|
36.50
|
|
|
$
|
40.74
|
|
|
$
|
46.44
|
|
Period
|
|
Total Number of
Shares Purchased (1)
|
|
Average Price Paid per Share
|
|
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs
|
|
Approximate Dollar Value of Shares that May Yet Be Purchased under the Plans or Programs
|
||||||
October 1, 2017 - October 31, 2017
|
|
553
|
|
|
$
|
34.00
|
|
|
—
|
|
|
$
|
—
|
|
November 1, 2017 - November 30, 2017
|
|
49
|
|
|
35.45
|
|
|
—
|
|
|
—
|
|
||
December 1, 2017 - December 31, 2017
|
|
116
|
|
|
37.75
|
|
|
—
|
|
|
—
|
|
||
Total
|
|
718
|
|
|
$
|
34.70
|
|
|
—
|
|
|
$
|
—
|
|
|
|
RSP Permian, Inc.
|
||||||||||||||||||
|
|
Year Ended December 31,
|
||||||||||||||||||
(in thousands, except per share data)
|
|
2017
|
|
2016
|
|
2015
|
|
2014 (2)
|
|
2013 (2)
|
||||||||||
Statement of Operations Data (1):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Oil sales
|
|
$
|
704,838
|
|
|
$
|
321,588
|
|
|
$
|
263,286
|
|
|
$
|
253,371
|
|
|
$
|
110,345
|
|
Natural gas sales
|
|
36,206
|
|
|
13,945
|
|
|
10,517
|
|
|
10,572
|
|
|
5,383
|
|
|||||
NGL sales
|
|
62,664
|
|
|
18,324
|
|
|
10,189
|
|
|
17,982
|
|
|
7,314
|
|
|||||
Total revenues
|
|
803,708
|
|
|
353,857
|
|
|
283,992
|
|
|
281,925
|
|
|
123,042
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Lease operating expenses
|
|
122,893
|
|
|
57,778
|
|
|
53,124
|
|
|
34,704
|
|
|
14,113
|
|
|||||
Production and ad valorem taxes
|
|
48,908
|
|
|
21,615
|
|
|
19,995
|
|
|
19,758
|
|
|
8,326
|
|
|||||
Depreciation, depletion and amortization
|
|
279,711
|
|
|
194,360
|
|
|
154,039
|
|
|
87,844
|
|
|
47,158
|
|
|||||
Asset retirement obligation accretion
|
|
605
|
|
|
472
|
|
|
336
|
|
|
142
|
|
|
121
|
|
|||||
Impairments of oil and natural gas properties (3)
|
|
59,077
|
|
|
4,901
|
|
|
34,269
|
|
|
4,344
|
|
|
—
|
|
|||||
Exploration expenses
|
|
7,771
|
|
|
1,093
|
|
|
2,380
|
|
|
3,854
|
|
|
551
|
|
|||||
General and administrative expenses
|
|
47,408
|
|
|
36,170
|
|
|
27,317
|
|
|
38,357
|
|
|
3,852
|
|
|||||
Acquisition costs
|
|
4,525
|
|
|
6,374
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total operating expenses
|
|
570,898
|
|
|
322,763
|
|
|
291,460
|
|
|
189,003
|
|
|
74,121
|
|
|||||
(Gain) loss on sale of assets
|
|
—
|
|
|
—
|
|
|
306
|
|
|
13
|
|
|
(22,700
|
)
|
|||||
Operating income (loss)
|
|
232,810
|
|
|
31,094
|
|
|
(7,774
|
)
|
|
92,909
|
|
|
71,621
|
|
|||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other income (expenses), net
|
|
3,436
|
|
|
1,833
|
|
|
469
|
|
|
(44
|
)
|
|
1,202
|
|
|||||
Net gain (loss) on derivative instruments
|
|
(39,279
|
)
|
|
(23,760
|
)
|
|
20,906
|
|
|
81,470
|
|
|
(2,607
|
)
|
|||||
Interest expense
|
|
(82,459
|
)
|
|
(52,724
|
)
|
|
(43,538
|
)
|
|
(14,031
|
)
|
|
(5,216
|
)
|
|||||
Total other income (expense)
|
|
(118,302
|
)
|
|
(74,651
|
)
|
|
(22,163
|
)
|
|
67,395
|
|
|
(6,621
|
)
|
|||||
Income (loss) before taxes
|
|
114,508
|
|
|
(43,557
|
)
|
|
(29,937
|
)
|
|
160,304
|
|
|
65,000
|
|
|||||
Income tax (expense) benefit (4)
|
|
117,628
|
|
|
18,706
|
|
|
11,683
|
|
|
(157,806
|
)
|
|
(2,262
|
)
|
|||||
Net Income (loss)
|
|
$
|
232,136
|
|
|
$
|
(24,851
|
)
|
|
$
|
(18,254
|
)
|
|
$
|
2,498
|
|
|
$
|
62,738
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
1.50
|
|
|
$
|
(0.23
|
)
|
|
$
|
(0.21
|
)
|
|
$
|
0.03
|
|
|
$
|
1.26
|
|
Diluted
|
|
$
|
1.49
|
|
|
$
|
(0.23
|
)
|
|
$
|
(0.21
|
)
|
|
$
|
0.03
|
|
|
$
|
1.26
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash Flow Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net cash provided by operating activities
|
|
$
|
498,367
|
|
|
$
|
166,213
|
|
|
$
|
218,805
|
|
|
$
|
223,157
|
|
|
$
|
73,345
|
|
Net cash used in investing activities
|
|
(1,517,254
|
)
|
|
(1,029,423
|
)
|
|
(874,939
|
)
|
|
(816,925
|
)
|
|
(119,591
|
)
|
|||||
Net cash provided by financing activities
|
|
366,213
|
|
|
1,411,245
|
|
|
742,583
|
|
|
636,826
|
|
|
8,248
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||
(in thousands)
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Cash and cash equivalents
|
|
$
|
38,102
|
|
|
$
|
690,776
|
|
|
$
|
142,741
|
|
|
$
|
56,292
|
|
|
$
|
13,234
|
|
Other current assets
|
|
111,221
|
|
|
85,486
|
|
|
44,799
|
|
|
117,450
|
|
|
33,901
|
|
|||||
Total current assets
|
|
149,323
|
|
|
776,262
|
|
|
187,540
|
|
|
173,742
|
|
|
47,135
|
|
|||||
Property, plant and equipment, net
|
|
6,080,719
|
|
|
4,129,635
|
|
|
2,758,630
|
|
|
2,094,618
|
|
|
516,288
|
|
|||||
Other long-term assets
|
|
40,144
|
|
|
90,530
|
|
|
21,263
|
|
|
10,551
|
|
|
24,232
|
|
|||||
Total assets
|
|
$
|
6,270,186
|
|
|
$
|
4,996,427
|
|
|
$
|
2,967,433
|
|
|
$
|
2,278,911
|
|
|
$
|
587,655
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities
|
|
$
|
206,561
|
|
|
$
|
108,269
|
|
|
$
|
77,402
|
|
|
$
|
104,252
|
|
|
$
|
30,866
|
|
Long-term debt
|
|
1,509,128
|
|
|
1,132,275
|
|
|
686,512
|
|
|
488,964
|
|
|
128,155
|
|
|||||
NPI payable
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
36,931
|
|
|||||
Other long-term liabilities
|
|
232,139
|
|
|
338,571
|
|
|
344,935
|
|
|
359,924
|
|
|
4,822
|
|
|||||
Total stockholders’/members’ equity
|
|
4,322,358
|
|
|
3,417,312
|
|
|
1,858,584
|
|
|
1,325,771
|
|
|
386,881
|
|
|||||
Total liabilities and stockholders’/members’ equity
|
|
$
|
6,270,186
|
|
|
$
|
4,996,427
|
|
|
$
|
2,967,433
|
|
|
$
|
2,278,911
|
|
|
$
|
587,655
|
|
•
|
In March 2017, closed the SHEP II acquisition for an aggregate purchase price of approximately
$646.0 million
of cash and
16.0 million
shares of RSP Inc. common stock in aggregate, before purchase price adjustments. The cash portion of the purchase price was funded with cash on hand. See Note 3 in the notes to our consolidated financial statements for additional information.
|
•
|
Increased our total proved reserves by
59%
from
236.9
MMBoe as of December 31, 2016 to
375.9
MMBoe as of December 31, 2017.
|
•
|
Increased our average daily production rate by
89%
for the year ended December 31,
2017
as compared to the same period in 2016.
|
•
|
Increased our borrowing base under the Revolving Credit Facility to $1.5 billion in October 2017.
|
•
|
Acquired
$279.0 million
of additional undeveloped acreage and mineral interests.
|
•
|
Acquired water infrastructure assets which service Delaware Basin properties for an aggregate purchase price of $19.2 million.
|
•
|
production volumes;
|
•
|
revenues on the sale of oil, NGLs and natural gas, including the effect of our commodity derivative contracts on our production;
|
•
|
operating expenses; and
|
•
|
capital efficiency
|
|
|
Year Ended December 31,
|
Change
|
||||||||||||
|
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
Revenues (in thousands, except percentages):
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Oil sales
|
|
$
|
704,838
|
|
|
$
|
321,588
|
|
|
$
|
383,250
|
|
|
119
|
%
|
Natural gas sales
|
|
36,206
|
|
|
13,945
|
|
|
22,261
|
|
|
160
|
|
|||
NGLs sales
|
|
62,664
|
|
|
18,324
|
|
|
44,340
|
|
|
242
|
|
|||
Total revenues
|
|
$
|
803,708
|
|
|
$
|
353,857
|
|
|
$
|
449,851
|
|
|
127
|
%
|
Average sales prices:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Oil (per Bbl) (excluding impact of cash settled derivatives)
|
|
$
|
48.79
|
|
|
$
|
41.28
|
|
|
$
|
7.51
|
|
|
18
|
%
|
Oil (per Bbl) (after impact of cash settled derivatives)
|
|
47.75
|
|
|
41.06
|
|
|
6.69
|
|
|
16
|
|
|||
Natural gas (per Mcf)
|
|
2.39
|
|
|
1.94
|
|
|
0.45
|
|
|
23
|
|
|||
Natural gas (per Mcf) (after impact of cash settled derivatives)
|
|
2.43
|
|
|
1.94
|
|
|
0.49
|
|
|
25
|
|
|||
NGLs (per Bbl)
|
|
19.57
|
|
|
10.87
|
|
|
8.70
|
|
|
80
|
|
|||
Total (per Boe) (excluding impact of cash settled derivatives)
|
|
$
|
39.85
|
|
|
$
|
33.15
|
|
|
$
|
6.70
|
|
|
20
|
%
|
Total (per Boe) (after impact of cash settled derivatives)
|
|
$
|
39.12
|
|
|
$
|
32.99
|
|
|
$
|
6.13
|
|
|
19
|
%
|
Production:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Oil (MBbls)
|
|
14,445
|
|
|
7,790
|
|
|
6,655
|
|
|
85
|
%
|
|||
Natural gas (MMcf)
|
|
15,126
|
|
|
7,188
|
|
|
7,938
|
|
|
110
|
|
|||
NGLs (MBbls)
|
|
3,202
|
|
|
1,685
|
|
|
1,517
|
|
|
90
|
|
|||
Total (MBoe)
|
|
20,168
|
|
|
10,673
|
|
|
9,495
|
|
|
89
|
%
|
|||
Average daily production volume:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total (Boe/d)
|
|
55,255
|
|
|
29,161
|
|
|
26,094
|
|
|
89
|
%
|
|
|
Year Ended December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Average realized oil price ($/Bbl)
|
|
$
|
48.79
|
|
|
$
|
41.28
|
|
Average NYMEX ($/Bbl)
|
|
50.95
|
|
|
43.32
|
|
||
Differential to NYMEX
|
|
(2.16
|
)
|
|
(2.04
|
)
|
||
Average realized oil price to NYMEX percentage
|
|
96
|
%
|
|
95
|
%
|
||
|
|
|
|
|
||||
Average realized natural gas price ($/Mcf)
|
|
$
|
2.39
|
|
|
$
|
1.94
|
|
Average NYMEX ($/Mcf)
|
|
3.11
|
|
|
2.46
|
|
||
Differential to NYMEX
|
|
(0.72
|
)
|
|
(0.52
|
)
|
||
Average realized natural gas price to NYMEX percentage
|
|
77
|
%
|
|
79
|
%
|
||
|
|
|
|
|
||||
Average realized NGLs price ($/Bbl)
|
|
$
|
19.57
|
|
|
$
|
10.87
|
|
Average NYMEX oil price ($/Bbl)
|
|
50.95
|
|
|
43.32
|
|
||
Average realized NGLs price to NYMEX oil price percentage
|
|
38
|
%
|
|
25
|
%
|
|
|
Year Ended December 31,
|
|
Change
|
|||||||||||
|
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
Operating expenses (in thousands, except percentages):
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Lease operating expenses
|
|
$
|
122,893
|
|
|
$
|
57,778
|
|
|
$
|
65,115
|
|
|
113
|
%
|
Production and ad valorem taxes
|
|
48,908
|
|
|
21,615
|
|
|
27,293
|
|
|
126
|
|
|||
Depreciation, depletion and amortization
|
|
279,711
|
|
|
194,360
|
|
|
85,351
|
|
|
44
|
|
|||
Asset retirement obligation accretion
|
|
605
|
|
|
472
|
|
|
133
|
|
|
28
|
|
|||
Impairments of oil and natural gas properties
|
|
59,077
|
|
|
4,901
|
|
|
54,176
|
|
|
1,105
|
|
|||
Exploration expenses
|
|
7,771
|
|
|
1,093
|
|
|
6,678
|
|
|
611
|
|
|||
General and administrative expenses
|
|
47,408
|
|
|
36,170
|
|
|
11,238
|
|
|
31
|
|
|||
Acquisition costs
|
|
4,525
|
|
|
6,374
|
|
|
(1,849
|
)
|
|
(29
|
)
|
|||
Total operating expenses
|
|
$
|
570,898
|
|
|
$
|
322,763
|
|
|
$
|
248,135
|
|
|
77
|
%
|
Expenses per Boe:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Lease operating expenses (excluding gathering and transportation)
|
|
$
|
5.13
|
|
|
$
|
4.93
|
|
|
$
|
0.20
|
|
|
4
|
%
|
Gathering and transportation
|
|
0.96
|
|
|
0.48
|
|
|
0.48
|
|
|
100
|
|
|||
Production and ad valorem taxes
|
|
2.43
|
|
|
2.03
|
|
|
0.40
|
|
|
20
|
|
|||
Depreciation, depletion and amortization
|
|
13.87
|
|
|
18.21
|
|
|
(4.34
|
)
|
|
(24
|
)
|
|||
Asset retirement obligation accretion
|
|
0.03
|
|
|
0.04
|
|
|
(0.01
|
)
|
|
(25
|
)
|
|||
Impairments of oil and natural gas properties
|
|
2.93
|
|
|
0.46
|
|
|
2.47
|
|
|
537
|
|
|||
Exploration expenses
|
|
0.39
|
|
|
0.10
|
|
|
0.29
|
|
|
290
|
|
|||
General and administrative - cash component
|
|
1.50
|
|
|
2.10
|
|
|
(0.60
|
)
|
|
(29
|
)
|
|||
General and administrative - recurring stock comp (1)
|
|
0.85
|
|
|
1.23
|
|
|
(0.38
|
)
|
|
(31
|
)
|
|||
General and administrative - non-recurring stock comp (2)
|
|
—
|
|
|
0.06
|
|
|
(0.06
|
)
|
|
(100
|
)
|
|||
Acquisition costs
|
|
0.22
|
|
|
0.60
|
|
|
(0.38
|
)
|
|
(63
|
)
|
|||
Total operating expenses per Boe
|
|
$
|
28.31
|
|
|
$
|
30.24
|
|
|
$
|
(1.93
|
)
|
|
(6
|
)%
|
|
|
Year Ended December 31,
|
Change
|
||||||||||||
|
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
Other income (expense) (in thousands, except percentages):
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Other income, net
|
|
$
|
3,436
|
|
|
$
|
1,833
|
|
|
$
|
1,603
|
|
|
87
|
%
|
Net gain (loss) on derivative instruments
|
|
(39,279
|
)
|
|
(23,760
|
)
|
|
(15,519
|
)
|
|
65
|
|
|||
Interest expense
|
|
(82,459
|
)
|
|
(52,724
|
)
|
|
(29,735
|
)
|
|
56
|
|
|||
Total other income (expense)
|
|
$
|
(118,302
|
)
|
|
$
|
(74,651
|
)
|
|
$
|
(43,651
|
)
|
|
58
|
%
|
|
|
Year Ended December 31,
|
|
Change
|
|||||||||||
|
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
Revenues (in thousands, except percentages):
|
|
|
|
|
|
|
|
|
|
|
|
||||
Oil sales
|
|
$
|
321,588
|
|
|
$
|
263,286
|
|
|
$
|
58,302
|
|
|
22
|
%
|
Natural gas sales
|
|
13,945
|
|
|
10,517
|
|
|
3,428
|
|
|
33
|
|
|||
NGLs sales
|
|
18,324
|
|
|
10,189
|
|
|
8,135
|
|
|
80
|
|
|||
Total revenues
|
|
$
|
353,857
|
|
|
$
|
283,992
|
|
|
$
|
69,865
|
|
|
25
|
%
|
Average sales prices:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Oil (per Bbl) (excluding impact of cash settled derivatives)
|
|
$
|
41.28
|
|
|
$
|
45.36
|
|
|
$
|
(4.08
|
)
|
|
(9
|
)%
|
Oil (per Bbl) (after impact of cash settled derivatives)
|
|
41.06
|
|
|
61.22
|
|
|
(20.16
|
)
|
|
(33
|
)
|
|||
Natural gas (per Mcf)
|
|
1.94
|
|
|
2.11
|
|
|
(0.17
|
)
|
|
(8
|
)
|
|||
Natural gas (per Mcf) (after impact of cash settled derivatives)
|
|
1.94
|
|
|
2.11
|
|
|
(0.17
|
)
|
|
(8
|
)
|
|||
NGLs (per Bbl)
|
|
10.87
|
|
|
9.75
|
|
|
1.12
|
|
|
11
|
|
|||
Total (per Boe) (excluding impact of cash settled derivatives)
|
|
$
|
33.15
|
|
|
$
|
36.97
|
|
|
$
|
(3.82
|
)
|
|
(10
|
)%
|
Total (per Boe) (after impact of cash settled derivatives)
|
|
$
|
32.99
|
|
|
$
|
48.96
|
|
|
$
|
(15.97
|
)
|
|
(33
|
)%
|
Production:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Oil (MBbls)
|
|
7,790
|
|
|
5,805
|
|
|
1,985
|
|
|
34
|
%
|
|||
Natural gas (MMcf)
|
|
7,188
|
|
|
4,991
|
|
|
2,197
|
|
|
44
|
|
|||
NGLs (MBbls)
|
|
1,685
|
|
|
1,045
|
|
|
640
|
|
|
61
|
|
|||
Total (MBoe)
|
|
10,673
|
|
|
7,682
|
|
|
2,991
|
|
|
39
|
%
|
|||
Average daily production volume:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total (Boe/d)
|
|
29,161
|
|
|
21,047
|
|
|
8,114
|
|
|
39
|
%
|
|
|
Year Ended December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Average realized oil price ($/Bbl)
|
|
$
|
41.28
|
|
|
$
|
45.36
|
|
Average NYMEX ($/Bbl)
|
|
43.32
|
|
|
48.80
|
|
||
Differential to NYMEX
|
|
(2.04
|
)
|
|
(3.44
|
)
|
||
Average realized oil price to NYMEX percentage
|
|
95
|
%
|
|
93
|
%
|
||
|
|
|
|
|
||||
Average realized natural gas price ($/Mcf)
|
|
$
|
1.94
|
|
|
$
|
2.11
|
|
Average NYMEX ($/Mcf)
|
|
2.46
|
|
|
2.67
|
|
||
Differential to NYMEX
|
|
(0.52
|
)
|
|
(0.56
|
)
|
||
Average realized natural gas price to NYMEX percentage
|
|
79
|
%
|
|
79
|
%
|
||
|
|
|
|
|
||||
Average realized NGLs price ($/Bbl)
|
|
$
|
10.87
|
|
|
$
|
9.75
|
|
Average NYMEX oil price ($/Bbl)
|
|
43.32
|
|
|
48.80
|
|
||
Average realized NGLs price to NYMEX oil price percentage
|
|
25
|
%
|
|
20
|
%
|
|
|
Year Ended December 31,
|
|
Change
|
|||||||||||
|
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
Operating expenses (in thousands, except percentages):
|
|
|
|
|
|
|
|
|
|
|
|||||
Lease operating expenses
|
|
$
|
57,778
|
|
|
$
|
53,124
|
|
|
$
|
4,654
|
|
|
9
|
%
|
Production and ad valorem taxes
|
|
21,615
|
|
|
19,995
|
|
|
1,620
|
|
|
8
|
|
|||
Depreciation, depletion and amortization
|
|
194,360
|
|
|
154,039
|
|
|
40,321
|
|
|
26
|
|
|||
Asset retirement obligation accretion
|
|
472
|
|
|
336
|
|
|
136
|
|
|
40
|
|
|||
Impairments of oil and natural gas properties
|
|
4,901
|
|
|
34,269
|
|
|
(29,368
|
)
|
|
(86
|
)
|
|||
Exploration expenses
|
|
1,093
|
|
|
2,380
|
|
|
(1,287
|
)
|
|
(54
|
)
|
|||
General and administrative expenses
|
|
36,170
|
|
|
27,317
|
|
|
8,853
|
|
|
32
|
|
|||
Acquisition costs
|
|
6,374
|
|
|
—
|
|
|
6,374
|
|
|
100
|
|
|||
Total operating expenses before loss on sale of assets
|
|
$
|
322,763
|
|
|
$
|
291,460
|
|
|
$
|
31,303
|
|
|
11
|
%
|
Expenses per Boe:
|
|
|
|
|
|
|
|
|
|
|
|||||
Lease operating expenses (excluding gathering and transportation)
|
|
$
|
4.93
|
|
|
$
|
6.46
|
|
|
$
|
(1.53
|
)
|
|
(24
|
)%
|
Gathering and transportation
|
|
0.48
|
|
|
0.46
|
|
|
0.02
|
|
|
4
|
|
|||
Production and ad valorem taxes
|
|
2.03
|
|
|
2.60
|
|
|
(0.57
|
)
|
|
(22
|
)
|
|||
Depreciation, depletion and amortization
|
|
18.21
|
|
|
20.05
|
|
|
(1.84
|
)
|
|
(9
|
)
|
|||
Asset retirement obligation accretion
|
|
0.04
|
|
|
0.04
|
|
|
—
|
|
|
—
|
|
|||
Impairments of oil and natural gas properties
|
|
0.46
|
|
|
4.46
|
|
|
(4.00
|
)
|
|
(90
|
)
|
|||
Exploration expenses
|
|
0.10
|
|
|
0.31
|
|
|
(0.21
|
)
|
|
(68
|
)
|
|||
General and administrative - cash component
|
|
2.10
|
|
|
2.33
|
|
|
(0.23
|
)
|
|
(10
|
)
|
|||
General and administrative - recurring stock comp (1)
|
|
1.23
|
|
|
1.03
|
|
|
0.20
|
|
|
19
|
|
|||
General and administrative - IPO stock comp (2)
|
|
—
|
|
|
0.19
|
|
|
(0.19
|
)
|
|
(100
|
)
|
|||
General and administrative - non-recurring stock comp (3)
|
|
0.06
|
|
|
—
|
|
|
0.06
|
|
|
100
|
|
|||
Acquisition costs
|
|
0.60
|
|
|
—
|
|
|
0.60
|
|
|
100
|
|
|||
Total operating expenses per Boe
|
|
$
|
30.24
|
|
|
$
|
37.93
|
|
|
$
|
(7.69
|
)
|
|
(20
|
)%
|
|
|
Year Ended December 31,
|
|
Change
|
|||||||||||
|
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
Other income (expense) (in thousands, except percentages):
|
|
|
|
|
|
|
|
|
|
||||||
Other income, net
|
|
$
|
1,833
|
|
|
$
|
469
|
|
|
$
|
1,364
|
|
|
291
|
%
|
Net gain (loss) on derivative instruments
|
|
(23,760
|
)
|
|
20,906
|
|
|
(44,666
|
)
|
|
(214
|
)
|
|||
Interest expense
|
|
(52,724
|
)
|
|
(43,538
|
)
|
|
(9,186
|
)
|
|
21
|
|
|||
Total other income (expense)
|
|
$
|
(74,651
|
)
|
|
$
|
(22,163
|
)
|
|
$
|
(52,488
|
)
|
|
237
|
%
|
(in thousands)
|
|
December 31, 2017
|
||
Revolving Credit Facility elected commitment amount
|
|
$
|
900,000
|
|
Revolving Credit Facility borrowings
|
|
(375,000
|
)
|
|
Letters of credit
|
|
(1,933
|
)
|
|
Available borrowing capacity
|
|
523,067
|
|
|
Cash and cash equivalents
|
|
38,102
|
|
|
Liquidity
|
|
$
|
561,169
|
|
|
|
|
||||||||||||||||||||||||||
|
|
Payments Due by Period For the Year Ended December 31,
|
||||||||||||||||||||||||||
(in thousands)
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Thereafter
|
|
Total
|
||||||||||||||
Revolving Credit Facility (1)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
375,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
375,000
|
|
5.25% Senior Notes due 2025 (1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
450,000
|
|
|
450,000
|
|
|||||||
6.625% Senior Notes due 2022 (1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
700,000
|
|
|
—
|
|
|
700,000
|
|
|||||||
Interest cost (2)
|
|
70,000
|
|
|
70,000
|
|
|
70,000
|
|
|
70,000
|
|
|
58,406
|
|
|
48,221
|
|
|
386,627
|
|
|||||||
Drilling rig commitments (3)
|
|
14,375
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,375
|
|
|||||||
Purchase obligations (4)
|
|
45,013
|
|
|
16,346
|
|
|
9,180
|
|
|
9,180
|
|
|
1,752
|
|
|
8,654
|
|
|
90,125
|
|
|||||||
Operating lease obligations (5)
|
|
2,163
|
|
|
2,032
|
|
|
1,257
|
|
|
1,077
|
|
|
1,119
|
|
|
—
|
|
|
7,648
|
|
|||||||
Asset retirement obligations (6)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,849
|
|
|
15,849
|
|
|||||||
Total
|
|
$
|
131,551
|
|
|
$
|
88,378
|
|
|
$
|
80,437
|
|
|
$
|
455,257
|
|
|
$
|
761,277
|
|
|
$
|
522,724
|
|
|
$
|
2,039,624
|
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net cash provided by operating activities
|
|
$
|
498,367
|
|
|
$
|
166,213
|
|
|
$
|
218,805
|
|
Net cash used in investing activities
|
|
(1,517,254
|
)
|
|
(1,029,423
|
)
|
|
(874,939
|
)
|
|||
Net cash provided by financing activities
|
|
366,213
|
|
|
1,411,245
|
|
|
742,583
|
|
|||
Net change in cash
|
|
$
|
(652,674
|
)
|
|
$
|
548,035
|
|
|
$
|
86,449
|
|
•
|
a working capital ratio, which is the ratio of consolidated current assets (includes unused commitments under our Revolving Credit Facility and excludes restricted cash and derivative assets) to consolidated current liabilities (excluding the current portion of long term debt under our Revolving Credit Facility and derivative liabilities), of not less than 1.0 to 1.0;
|
•
|
a leverage ratio, which is the ratio of the sum of all of the Company’s debt to the consolidated EBITDAX (as defined in our Revolving Credit Facility) for the four fiscal quarters then ended, of not greater than 4.25 to 1.0.
|
|
|
EXHIBIT INDEX
|
Exhibit No.
|
|
Description
|
|
Amended and Restated Certificate of Incorporation of RSP Permian, Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K (File No. 001-36264) filed with the Commission on January 29, 2014).
|
|
|
Amended and Restated Bylaws of RSP Permian, Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K (File No. 001-36264) filed with the Commission on December 21, 2016).
|
|
|
Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form S-1/A (File No. 333-192268) filed with the Commission on January 13, 2014).
|
|
|
Registration Rights Agreement, dated as of January 23, 2014, among the Company, RSP Permian Holdco, L.L.C., Ted Collins, Jr., Wallace Family Partnership, LP, ACTOIL, LLC, Rising Star Energy Development Co., L.L.C. and Pecos Energy Partners, L.P. (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K (File No. 001-36264) filed with the Commission on January 29, 2014).
|
|
|
Stockholders’ Agreement, dated as of January 23, 2014, among the Company, RSP Permian Holdco, L.L.C., Ted Collins, Jr., Wallace Family Partnership, LP, Rising Star Energy Development Co., L.L.C. and Pecos Energy Partners, L.P. (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K (File No. 001-36264) filed with the Commission on January 29, 2014).
|
|
|
Indenture, dated as of September 26, 2014, by and among the Company, RSP Permian, L.L.C. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K (File No. 001-36264) filed with the Commission on October 2, 2014).
|
|
|
Form of Senior Note due 2022 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K (File No. 001-36264) filed with the Commission on October 2, 2014).
|
|
|
Registration Rights Agreement, dated as of November 28, 2016, by and between the Company and Silver Hill Energy Partners Holdings, LLC (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K (File No. 001-36264) filed with the SEC on October 13, 2016).
|
|
|
Stockholder’s Agreement, dated as of November 28, 2016, by and between the Company and Kayne Anderson Capital Advisors, LP (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K (File No. 001-36264) filed with the SEC on October 13, 2016).
|
|
|
Indenture, dated as of December 27, 2016, by and among the Company, RSP Permian, L.L.C., Silver Hill Energy Partners, LLC and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K (File No. 001-36264) filed with the Commission on December 27, 2016).
|
|
|
Form of Senior Note due 2025 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K (File No. 001-36264) filed with the Commission on December 27, 2016).
|
|
|
Registration Rights Agreement, dated as of March 1, 2017, by and between the Company and Silver Hill Energy Partners II, LLC (incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K (File No. 001-36264) filed with the SEC on October 13, 2016).
|
|
10.1
(c)
|
|
2014 Long Term Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 001-36264) filed with the Commission on January 22, 2014).
|
10.2
(c)
|
|
Form of Restricted Stock Grant and Award Agreement (Performance Vesting) (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 001-36264) filed with the Commission on April 16, 2014).
|
10.3
(c)
|
|
Form of Restricted Stock Grant and Award Agreement (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q (File No. 001-36264) filed with the Commission on May 15, 2014).
|
10.4
(c)
|
|
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1/A (File No. 333-192268) filed with the Commission on January 2, 2014).
|
10.5
(c)
|
|
Executive Change in Control and Severance Benefit Plan of RSP Permian, Inc. (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1/A (File No. 333-196388) filed with the Commission on July 25, 2014).
|
10.6
(c)
|
|
Form of Amendment No. 1 to Restricted Stock Grant and Award Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 001-36264) filed with the Commission on February 20, 2018).
|
10.7
(c)
|
|
Form of Amendment No. 1 to Restricted Stock Grant and Award Agreement (Performance Vesting) (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K (File No. 001-36264) filed with the Commission on February 20, 2018).
|
10.8
(c)
|
|
Form of Restricted Stock Grant and Award Agreement (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K (File No. 001-36264) filed with the Commission on February 20, 2018).
|
10.9
(c)
|
|
Form of Restricted Stock Grant and Award Agreement (Performance Vesting) (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K (File No. 001-36264) filed with the Commission on February 20, 2018).
|
|
Surface Use and Settlement Agreement, dated November 17, 2015, by and between Collins & Wallace Holdings, LLC and RSP Permian, L.L.C. (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 001-36264) filed with the Commission on November 23, 2015).
|
|
|
Membership Interest Purchase and Sale Agreement, dated as of October 13, 2016, by and among Silver Hill Energy Partners Holdings, LLC, Silver Hill Energy Partners, LLC, RSP Permian, L.L.C. and the Company (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 001-36264) filed with the Commission on October 13, 2016).
|
|
|
Membership Interest Purchase and Sale Agreement, dated as of October 13, 2016, by and among Silver Hill Energy Partners II, LLC, Silver Hill E&P II, LLC, RSP Permian, L.L.C. and the Company (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K (File No. 001-36264) filed with the Commission on October 13, 2016).
|
|
|
Purchase Agreement dated as of December 12, 2016, by and among the Company, the Guarantors and Barclays Capital Inc. and RBC Capital Markets, LLC, as representatives of the several initial purchasers (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 001-36264) filed with the Commission on December 13, 2016).
|
|
|
Credit Agreement, dated as of December 19, 2016, among the Company, RSP Permian, L.L.C., JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 001-36264) filed with the Commission on December 21, 2016).
|
|
|
First Amendment to Credit Agreement dated as of October 19, 2017, by and among RSP Permian, Inc., RSP Permian, L.L.C., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 001-36264) filed with the SEC on October 23, 2017).
|
|
12.1
(a)
|
|
Computation of Ratio of Earnings to Fixed Charges.
|
21.1
(a)
|
|
Subsidiaries of RSP Permian, Inc.
|
23.1
(a)
|
|
Consent of Grant Thornton LLP.
|
23.2
(a)
|
|
Consent of Netherland, Sewell & Associates, Inc.
|
31.1
(a)
|
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Rule 13a-14(a)/15d-14(a), by Chief Executive Officer.
|
31.2
(a)
|
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Rule 13a-14(a)/15d-14(a), by Chief Financial Officer.
|
32.1
(b)
|
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Chief Executive Officer.
|
32.2
(b)
|
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Chief Financial Officer.
|
|
Netherland, Sewell & Associates, Inc. Summary of Reserves at December 31, 2017 (RSP Permian, Inc.).
|
|
101.INS(a)
|
|
XBRL Instance Document.
|
101.SCH(a)
|
|
XBRL Taxonomy Extension Schema Document.
|
101.CAL(a)
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
101.DEF(a)
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
101.LAB(a)
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
101.PRE(a)
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
RSP PERMIAN, INC.
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Steven Gray
|
|
|
|
|
Steven Gray
|
|
|
|
|
Chief Executive Officer and Director
|
|
|
Date:
|
|
February 27, 2018
|
|
|
|
|
|
Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
|
||||
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Steven Gray
|
|
Chief Executive Officer and Director
|
|
February 27, 2018
|
Steven Gray
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Scott McNeill
|
|
Chief Financial Officer and Director
|
|
February 27, 2018
|
Scott McNeill
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ Uma L. Datla
|
|
Chief Accounting Officer
|
|
February 27, 2018
|
Uma L. Datla
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Michael Grimm
|
|
Chairman of the Board
|
|
February 27, 2018
|
Michael Grimm
|
|
|
|
|
|
|
|
|
|
/s/ Joseph B. Armes
|
|
Director
|
|
February 27, 2018
|
Joseph B. Armes
|
|
|
|
|
|
|
|
|
|
/s/ Kenneth Huseman
|
|
Director
|
|
February 27, 2018
|
Kenneth Huseman
|
|
|
|
|
|
|
|
|
|
/s/ Matthew S. Ramsey
|
|
Director
|
|
February 27, 2018
|
Matthew S. Ramsey
|
|
|
|
|
|
|
|
|
|
/s/ Michael W. Wallace
|
|
Director
|
|
February 27, 2018
|
Michael W. Wallace
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands, except share data)
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
ASSETS
|
|
|
|
|
|
|
||
CURRENT ASSETS
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
38,102
|
|
|
$
|
690,776
|
|
Accounts receivable
|
|
111,157
|
|
|
73,671
|
|
||
Derivative instruments
|
|
64
|
|
|
11,815
|
|
||
Total current assets
|
|
149,323
|
|
|
776,262
|
|
||
PROPERTY, PLANT AND EQUIPMENT
|
|
|
|
|
|
|
||
Oil and natural gas properties, successful efforts method
|
|
6,802,517
|
|
|
4,645,781
|
|
||
Accumulated depletion
|
|
(778,596
|
)
|
|
(554,419
|
)
|
||
Total oil and natural gas properties, net
|
|
6,023,921
|
|
|
4,091,362
|
|
||
Other property and equipment, net
|
|
56,798
|
|
|
38,273
|
|
||
Total property, plant and equipment
|
|
6,080,719
|
|
|
4,129,635
|
|
||
OTHER LONG-TERM ASSETS
|
|
|
|
|
|
|
||
Derivative instruments
|
|
37
|
|
|
—
|
|
||
Restricted cash
|
|
—
|
|
|
152
|
|
||
Other long-term assets
|
|
40,107
|
|
|
90,378
|
|
||
Total other long-term assets
|
|
40,144
|
|
|
90,530
|
|
||
TOTAL ASSETS
|
|
$
|
6,270,186
|
|
|
$
|
4,996,427
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|||
CURRENT LIABILITIES
|
|
|
|
|
|
|
||
Accounts payable
|
|
$
|
26,758
|
|
|
$
|
14,074
|
|
Accrued expenses
|
|
119,439
|
|
|
53,192
|
|
||
Interest payable
|
|
23,798
|
|
|
12,142
|
|
||
Derivative instruments
|
|
36,566
|
|
|
28,861
|
|
||
Total current liabilities
|
|
206,561
|
|
|
108,269
|
|
||
LONG-TERM LIABILITIES
|
|
|
|
|
|
|||
Other long term liabilities
|
|
15,849
|
|
|
15,916
|
|
||
Derivative instruments
|
|
5,722
|
|
|
—
|
|
||
Long-term debt
|
|
1,509,128
|
|
|
1,132,275
|
|
||
Deferred taxes
|
|
210,568
|
|
|
322,655
|
|
||
Total long-term liabilities
|
|
1,741,267
|
|
|
1,470,846
|
|
||
Total liabilities
|
|
1,947,828
|
|
|
1,579,115
|
|
||
STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|||
Common stock, $.01 par value; 300,000,000 shares authorized, 158,596,324 shares issued and outstanding at December 31, 2017; 141,923,591 shares issued and outstanding at December 31, 2016
|
|
1,586
|
|
|
1,419
|
|
||
Additional paid-in capital
|
|
4,128,659
|
|
|
3,455,916
|
|
||
Accumulated earnings (deficit)
|
|
192,113
|
|
|
(40,023
|
)
|
||
Total stockholders’ equity
|
|
4,322,358
|
|
|
3,417,312
|
|
||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
$
|
6,270,186
|
|
|
$
|
4,996,427
|
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands, except per share data)
|
|
2017
|
|
2016
|
|
2015
|
||||||
REVENUES
|
|
|
|
|
|
|
|
|||||
Oil sales
|
|
$
|
704,838
|
|
|
$
|
321,588
|
|
|
$
|
263,286
|
|
Natural gas sales
|
|
36,206
|
|
|
13,945
|
|
|
10,517
|
|
|||
NGL sales
|
|
62,664
|
|
|
18,324
|
|
|
10,189
|
|
|||
Total revenues
|
|
803,708
|
|
|
353,857
|
|
|
283,992
|
|
|||
OPERATING EXPENSES
|
|
|
|
|
|
|
||||||
Lease operating expenses
|
|
122,893
|
|
|
57,778
|
|
|
53,124
|
|
|||
Production and ad valorem taxes
|
|
48,908
|
|
|
21,615
|
|
|
19,995
|
|
|||
Depreciation, depletion and amortization
|
|
279,711
|
|
|
194,360
|
|
|
154,039
|
|
|||
Asset retirement obligation accretion
|
|
605
|
|
|
472
|
|
|
336
|
|
|||
Impairments of oil and natural gas properties
|
|
59,077
|
|
|
4,901
|
|
|
34,269
|
|
|||
Exploration expenses
|
|
7,771
|
|
|
1,093
|
|
|
2,380
|
|
|||
General and administrative expenses
|
|
47,408
|
|
|
36,170
|
|
|
27,317
|
|
|||
Acquisition costs
|
|
4,525
|
|
|
6,374
|
|
|
—
|
|
|||
Total operating expenses
|
|
570,898
|
|
|
322,763
|
|
|
291,460
|
|
|||
Loss on sale of assets
|
|
—
|
|
|
—
|
|
|
306
|
|
|||
OPERATING INCOME (EXPENSE)
|
|
232,810
|
|
|
31,094
|
|
|
(7,774
|
)
|
|||
OTHER INCOME (EXPENSE)
|
|
|
|
|
|
|
|
|||||
Other income, net
|
|
3,436
|
|
|
1,833
|
|
|
469
|
|
|||
Net gain (loss) on derivative instruments
|
|
(39,279
|
)
|
|
(23,760
|
)
|
|
20,906
|
|
|||
Interest expense
|
|
(82,459
|
)
|
|
(52,724
|
)
|
|
(43,538
|
)
|
|||
Total other expense
|
|
(118,302
|
)
|
|
(74,651
|
)
|
|
(22,163
|
)
|
|||
INCOME (LOSS) BEFORE TAXES
|
|
114,508
|
|
|
(43,557
|
)
|
|
(29,937
|
)
|
|||
INCOME TAX BENEFIT
|
|
117,628
|
|
|
18,706
|
|
|
11,683
|
|
|||
NET INCOME (LOSS)
|
|
$
|
232,136
|
|
|
$
|
(24,851
|
)
|
|
$
|
(18,254
|
)
|
|
|
|
|
|
|
|
||||||
Earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
||||
Basic
|
|
$
|
1.50
|
|
|
$
|
(0.23
|
)
|
|
$
|
(0.21
|
)
|
Diluted
|
|
$
|
1.49
|
|
|
$
|
(0.23
|
)
|
|
$
|
(0.21
|
)
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|||||
Basic
|
|
154,162
|
|
|
107,324
|
|
|
86,770
|
|
|||
Diluted
|
|
155,526
|
|
|
107,324
|
|
|
86,770
|
|
|
|
Common Stock
|
|
|
|
|
|
|
|||||||||||
(in thousands)
|
|
Shares
|
|
Amount
|
|
Additional Paid-in Capital
|
|
Accumulated Earnings (Deficit)
|
|
Total Stockholders’ Equity
|
|||||||||
BALANCE AT DECEMBER 31, 2014
|
|
77,904
|
|
|
$
|
779
|
|
|
$
|
1,322,494
|
|
|
$
|
2,498
|
|
|
$
|
1,325,771
|
|
Shares of common stock issued in public offerings, net of offering costs
|
|
22,540
|
|
|
226
|
|
|
543,298
|
|
|
—
|
|
|
543,524
|
|
||||
Repurchase and retirement of common stock
|
|
(69
|
)
|
|
(1
|
)
|
|
(1,840
|
)
|
|
—
|
|
|
(1,841
|
)
|
||||
Equity-based compensation
|
|
432
|
|
|
4
|
|
|
9,380
|
|
|
—
|
|
|
9,384
|
|
||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,254
|
)
|
|
(18,254
|
)
|
||||
BALANCE AT DECEMBER 31, 2015
|
|
100,807
|
|
|
$
|
1,008
|
|
|
$
|
1,873,332
|
|
|
$
|
(15,756
|
)
|
|
$
|
1,858,584
|
|
Shares of common stock issued in public offerings, net of offering costs
|
|
25,300
|
|
|
253
|
|
|
975,722
|
|
|
—
|
|
|
975,975
|
|
||||
Shares of common stock issued for acquisition
|
|
14,980
|
|
|
150
|
|
|
595,769
|
|
|
—
|
|
|
595,919
|
|
||||
Repurchase and retirement of common stock
|
|
(98
|
)
|
|
(1
|
)
|
|
(2,661
|
)
|
|
—
|
|
|
(2,662
|
)
|
||||
Equity-based compensation
|
|
935
|
|
|
9
|
|
|
13,754
|
|
|
—
|
|
|
13,763
|
|
||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,851
|
)
|
|
(24,851
|
)
|
||||
BALANCE AT DECEMBER 31, 2016
|
|
141,924
|
|
|
$
|
1,419
|
|
|
$
|
3,455,916
|
|
|
$
|
(40,607
|
)
|
|
$
|
3,416,728
|
|
Adoption of ASU 2016-09 (Note 2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
584
|
|
|
584
|
|
||||
BALANCE AT JANUARY 1, 2017
|
|
141,924
|
|
|
$
|
1,419
|
|
|
$
|
3,455,916
|
|
|
$
|
(40,023
|
)
|
|
$
|
3,417,312
|
|
Shares of common stock issued for acquisition
|
|
16,020
|
|
|
160
|
|
|
663,694
|
|
|
—
|
|
|
663,854
|
|
||||
Equity issuance costs
|
|
|
|
|
|
(349
|
)
|
|
—
|
|
|
(349
|
)
|
||||||
Repurchase and retirement of common stock
|
|
(179
|
)
|
|
(1
|
)
|
|
(7,744
|
)
|
|
—
|
|
|
(7,745
|
)
|
||||
Equity-based compensation
|
|
831
|
|
|
8
|
|
|
17,142
|
|
|
—
|
|
|
17,150
|
|
||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
232,136
|
|
|
232,136
|
|
||||
BALANCE AT DECEMBER 31, 2017
|
|
158,596
|
|
|
$
|
1,586
|
|
|
$
|
4,128,659
|
|
|
$
|
192,113
|
|
|
$
|
4,322,358
|
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
||||
Net income (loss)
|
|
$
|
232,136
|
|
|
$
|
(24,851
|
)
|
|
$
|
(18,254
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
||||
Depreciation, depletion and amortization
|
|
279,711
|
|
|
194,360
|
|
|
154,039
|
|
|||
Asset retirement obligation accretion
|
|
605
|
|
|
472
|
|
|
336
|
|
|||
Impairment of oil and natural gas properties
|
|
59,077
|
|
|
4,901
|
|
|
34,269
|
|
|||
Equity-based compensation
|
|
17,150
|
|
|
13,763
|
|
|
9,384
|
|
|||
Amortization of loan fees and discount on debt issuance
|
|
4,181
|
|
|
2,675
|
|
|
2,219
|
|
|||
Deferred income taxes
|
|
(112,087
|
)
|
|
(14,633
|
)
|
|
(17,179
|
)
|
|||
Other
|
|
(593
|
)
|
|
(570
|
)
|
|
(8
|
)
|
|||
Loss on sale of assets
|
|
—
|
|
|
—
|
|
|
306
|
|
|||
Net (gain) loss on derivative instruments
|
|
39,279
|
|
|
23,760
|
|
|
(20,906
|
)
|
|||
Net cash (payments) receipts from settled derivatives
|
|
(11,907
|
)
|
|
7,704
|
|
|
89,533
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
||||
Accounts receivable
|
|
(37,486
|
)
|
|
(45,909
|
)
|
|
6,698
|
|
|||
Other assets
|
|
(8,396
|
)
|
|
3,180
|
|
|
(13,570
|
)
|
|||
Accounts payable and accounts payable to related parties
|
|
10,454
|
|
|
(4,096
|
)
|
|
(13,700
|
)
|
|||
Accrued expenses
|
|
14,587
|
|
|
5,464
|
|
|
2,717
|
|
|||
Interest payable
|
|
11,656
|
|
|
(7
|
)
|
|
2,921
|
|
|||
Net cash provided by operating activities
|
|
$
|
498,367
|
|
|
$
|
166,213
|
|
|
$
|
218,805
|
|
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
||||
Development of oil and natural gas properties
|
|
(628,998
|
)
|
|
(286,901
|
)
|
|
(401,191
|
)
|
|||
Acquisitions of oil and natural gas properties
|
|
(866,855
|
)
|
|
(673,946
|
)
|
|
(454,552
|
)
|
|||
Acquisition deposit held in escrow
|
|
(1,812
|
)
|
|
(64,109
|
)
|
|
—
|
|
|||
Acquisitions of infrastructure assets
|
|
(19,156
|
)
|
|
—
|
|
|
—
|
|
|||
Additions to other property and equipment
|
|
(1,772
|
)
|
|
(2,123
|
)
|
|
(17,126
|
)
|
|||
Investment in unconsolidated subsidiary
|
|
(188
|
)
|
|
(2,344
|
)
|
|
(2,704
|
)
|
|||
Proceeds from sale of assets
|
|
1,527
|
|
|
—
|
|
|
634
|
|
|||
Net cash used in investing activities
|
|
$
|
(1,517,254
|
)
|
|
$
|
(1,029,423
|
)
|
|
$
|
(874,939
|
)
|
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
||||
Issuance of common stock
|
|
—
|
|
|
975,975
|
|
|
543,524
|
|
|||
Payment of deferred loan costs
|
|
(693
|
)
|
|
(12,068
|
)
|
|
2,400
|
|
|||
Borrowings under long-term debt
|
|
375,000
|
|
|
253,826
|
|
|
65,000
|
|
|||
Payments on long-term debt
|
|
—
|
|
|
(253,826
|
)
|
|
(65,000
|
)
|
|||
Issuance of senior unsecured notes
|
|
—
|
|
|
450,000
|
|
|
198,500
|
|
|||
Payments of equity issuance costs
|
|
(349
|
)
|
|
—
|
|
|
—
|
|
|||
Repurchase and retirement of common stock
|
|
(7,745
|
)
|
|
(2,662
|
)
|
|
(1,841
|
)
|
|||
Net cash provided by financing activities
|
|
366,213
|
|
|
1,411,245
|
|
|
742,583
|
|
|||
NET CHANGE IN CASH
|
|
(652,674
|
)
|
|
548,035
|
|
|
86,449
|
|
|||
CASH AT BEGINNING OF PERIOD
|
|
690,776
|
|
|
142,741
|
|
|
56,292
|
|
|||
CASH AT END OF PERIOD
|
|
$
|
38,102
|
|
|
$
|
690,776
|
|
|
$
|
142,741
|
|
SUPPLEMENTAL CASH FLOW INFORMATION
|
|
|
|
|
|
|
|
|
||||
Cash paid for interest
|
|
$
|
66,622
|
|
|
$
|
50,010
|
|
|
$
|
42,960
|
|
Cash paid for taxes
|
|
—
|
|
|
2,000
|
|
|
3,450
|
|
|||
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
||||
Change in accrued capital expenditures
|
|
46,405
|
|
|
8,496
|
|
|
(21,463
|
)
|
|||
Common stock issued for oil and gas properties
|
|
663,854
|
|
|
595,919
|
|
|
—
|
|
|||
Release of deposit held in escrow for oil and gas properties
|
|
64,122
|
|
|
—
|
|
|
—
|
|
|
|
As of December 31,
|
||||||
(in thousands)
|
|
2017
|
|
2016
|
||||
Sale of oil, natural gas and NGLs
|
|
$
|
95,942
|
|
|
$
|
54,422
|
|
Joint interest owners
|
|
14,880
|
|
|
16,681
|
|
||
Federal income tax receivable
|
|
335
|
|
|
2,568
|
|
||
Accounts receivable
|
|
$
|
111,157
|
|
|
$
|
73,671
|
|
(in thousands)
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Proved oil and natural gas properties
|
|
$
|
3,936,565
|
|
|
$
|
2,811,853
|
|
Unproved oil and natural gas properties
|
|
2,865,952
|
|
|
1,833,928
|
|
||
Total oil and natural gas properties
|
|
6,802,517
|
|
|
4,645,781
|
|
||
Less: Accumulated depletion
|
|
(778,596
|
)
|
|
(554,419
|
)
|
||
Total oil and natural gas properties, net
|
|
$
|
6,023,921
|
|
|
$
|
4,091,362
|
|
|
|
As of December 31,
|
||||||
(in thousands)
|
|
2017
|
|
2016
|
||||
Accrued capital expenditures
|
|
$
|
82,748
|
|
|
$
|
36,343
|
|
Other accrued expenses
|
|
36,691
|
|
|
16,849
|
|
||
Accrued expenses
|
|
$
|
119,439
|
|
|
$
|
53,192
|
|
|
|
Year Ended December 31, 2017
|
||||||
(in thousands)
|
|
2017
|
|
2016
|
||||
Asset retirement obligation at beginning of period
|
|
$
|
10,659
|
|
|
$
|
7,063
|
|
Liabilities incurred or assumed
|
|
4,780
|
|
|
3,154
|
|
||
Liabilities settled
|
|
(195
|
)
|
|
(30
|
)
|
||
Accretion expense
|
|
605
|
|
|
472
|
|
||
Asset retirement obligation at end of period
|
|
$
|
15,849
|
|
|
$
|
10,659
|
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Current
|
|
$
|
(5,541
|
)
|
|
$
|
(4,074
|
)
|
|
$
|
5,184
|
|
Deferred
|
|
(112,087
|
)
|
|
(14,632
|
)
|
|
(16,867
|
)
|
|||
Income Tax Benefit
|
|
$
|
(117,628
|
)
|
|
$
|
(18,706
|
)
|
|
$
|
(11,683
|
)
|
Purchase Price Allocation (in thousands)
|
|
SHEP I
|
|
SHEP II
|
|
Total
|
||||||
Value of the Company’s common stock issued (1)
|
|
$
|
595,919
|
|
|
$
|
663,854
|
|
|
$
|
1,259,773
|
|
Cash paid to sellers (including deposits)
|
|
531,196
|
|
|
641,577
|
|
|
1,172,773
|
|
|||
Total consideration for the assets contributed
|
|
$
|
1,127,115
|
|
|
$
|
1,305,431
|
|
|
$
|
2,432,546
|
|
|
|
|
|
|
|
|
|
|
||||
Fair value of oil and natural gas properties
|
|
$
|
1,200,632
|
|
|
$
|
1,308,177
|
|
|
$
|
2,508,809
|
|
Asset retirement obligation
|
|
(666
|
)
|
|
(822
|
)
|
|
(1,488
|
)
|
|||
Assumption of debt
|
|
(63,826
|
)
|
|
—
|
|
|
(63,826
|
)
|
|||
Assumption of other liabilities
|
|
(9,025
|
)
|
|
(1,924
|
)
|
|
(10,949
|
)
|
|||
Total net assets acquired (2)
|
|
$
|
1,127,115
|
|
|
$
|
1,305,431
|
|
|
$
|
2,432,546
|
|
|
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2016
|
||||||||||||
(in thousands)
|
|
Actual
|
|
Pro Forma
|
|
Actual
|
|
Pro Forma
|
||||||||
Revenues
|
|
$
|
803,708
|
|
|
$
|
822,427
|
|
|
$
|
353,857
|
|
|
$
|
415,945
|
|
Net income (loss)
|
|
232,136
|
|
|
240,596
|
|
|
(24,851
|
)
|
|
(16,757
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
1.50
|
|
|
$
|
1.55
|
|
|
$
|
(0.23
|
)
|
|
$
|
(0.11
|
)
|
Diluted
|
|
$
|
1.49
|
|
|
$
|
1.55
|
|
|
$
|
(0.23
|
)
|
|
$
|
(0.11
|
)
|
|
|
Contracts expiring in the period ending:
|
||||||||||||||||||
|
|
March 31, 2018
|
|
June 30, 2018
|
|
September 30, 2018
|
|
December 31, 2018
|
|
2019
|
||||||||||
Oil Costless Collars:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Notional volume (Bbl)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,277,500
|
|
|||||
Weighted average ceiling price ($/Bbl)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
60.10
|
|
Weighted average floor price ($/Bbl)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
55.00
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Oil Swaps:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Notional volume (Bbl)
|
|
—
|
|
|
698,000
|
|
|
—
|
|
|
—
|
|
|
1,277,500
|
|
|||||
Weighted average swap price ($/Bbl)
|
|
$
|
—
|
|
|
$
|
62.97
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
58.06
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Mid-Cush Differential (Basis) Swaps:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Notional volume (Bbl)
|
|
531,000
|
|
|
819,000
|
|
|
828,000
|
|
|
828,000
|
|
|
1,825,000
|
|
|||||
Weighted average swap price ($/Bbl)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.30
|
)
|
|
|
Assets
|
|
Liabilities
|
||||||||||||
(in thousands)
|
|
December 31, 2017
|
|
December 31, 2016
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||
Derivative Instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Current amounts
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commodity contracts
|
|
$
|
64
|
|
|
$
|
11,815
|
|
|
$
|
36,566
|
|
|
$
|
28,861
|
|
Noncurrent amounts
|
|
|
|
|
|
|
|
|
||||||||
Commodity contracts
|
|
37
|
|
|
—
|
|
|
5,722
|
|
|
—
|
|
||||
Total derivative instruments
|
|
$
|
101
|
|
|
$
|
11,815
|
|
|
$
|
42,288
|
|
|
$
|
28,861
|
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net gain (loss) on derivative instruments
|
|
$
|
(39,279
|
)
|
|
$
|
(23,760
|
)
|
|
$
|
20,906
|
|
(in thousands)
|
|
Gross Amount
Presented on Balance Sheet |
|
Netting
Adjustments (a) |
|
Net
Amount |
||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|||
Derivative instrument assets with right of offset or master netting agreements
|
|
$
|
101
|
|
|
$
|
(101
|
)
|
|
$
|
—
|
|
Derivative instrument liabilities with right of offset or master netting agreements
|
|
$
|
(42,288
|
)
|
|
$
|
101
|
|
|
$
|
(42,187
|
)
|
|
|
|
|
|
|
|
||||||
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|||
Derivative instrument assets with right of offset or master netting agreements
|
|
$
|
11,815
|
|
|
$
|
(11,815
|
)
|
|
$
|
—
|
|
Derivative instrument liabilities with right of offset or master netting agreements
|
|
$
|
(28,861
|
)
|
|
$
|
11,815
|
|
|
$
|
(17,046
|
)
|
(in thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total fair value
|
||||||||
As of December 31, 2017:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commodity derivative instruments
|
|
$
|
—
|
|
|
$
|
(42,187
|
)
|
|
$
|
—
|
|
|
$
|
(42,187
|
)
|
(in thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total fair value
|
||||||||
As of December 31, 2016:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commodity derivative instruments
|
|
$
|
—
|
|
|
$
|
(17,046
|
)
|
|
$
|
—
|
|
|
$
|
(17,046
|
)
|
|
|
December 31, 2017
|
||||||||||||||
(in thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total fair value
|
||||||||
2025 Senior Notes
|
|
$
|
464,022
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
464,022
|
|
2022 Senior Notes
|
|
734,706
|
|
|
—
|
|
|
—
|
|
|
734,706
|
|
||||
|
|
December 31, 2016
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total fair value
|
||||||||
2025 Senior Notes
|
|
$
|
452,300
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
452,300
|
|
2022 Senior Notes
|
|
—
|
|
|
735,000
|
|
|
—
|
|
|
735,000
|
|
(in thousands)
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Revolving Credit Facility
|
|
$
|
375,000
|
|
|
$
|
—
|
|
5.25% Senior Notes due 2025
|
|
450,000
|
|
|
450,000
|
|
||
6.625% Senior Notes due 2022
|
|
700,000
|
|
|
700,000
|
|
||
Less: Discount
|
|
(950
|
)
|
|
(1,150
|
)
|
||
Less: Debt issuance costs
|
|
(14,922
|
)
|
|
(16,575
|
)
|
||
Total long-term debt
|
|
$
|
1,509,128
|
|
|
$
|
1,132,275
|
|
|
|
Payments Due by Period For the Year Ended December 31,
|
||||||||||||||||||||||||||
(in thousands)
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Thereafter
|
|
Total
|
||||||||||||||
Revolving Credit Facility (1)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
375,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
375,000
|
|
5.25% Senior Notes due 2025 (1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
450,000
|
|
|
450,000
|
|
|||||||
6.625% Senior Notes due 2022 (1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
700,000
|
|
|
—
|
|
|
700,000
|
|
|||||||
Interest cost (2)
|
|
70,000
|
|
|
70,000
|
|
|
70,000
|
|
|
70,000
|
|
|
58,406
|
|
|
48,221
|
|
|
386,627
|
|
|||||||
Drilling rig commitments (3)
|
|
14,375
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,375
|
|
|||||||
Purchase obligations (4)
|
|
45,013
|
|
|
16,346
|
|
|
9,180
|
|
|
9,180
|
|
|
1,752
|
|
|
8,654
|
|
|
90,125
|
|
|||||||
Operating lease obligations (5)
|
|
2,163
|
|
|
2,032
|
|
|
1,257
|
|
|
1,077
|
|
|
1,119
|
|
|
—
|
|
|
7,648
|
|
|||||||
Asset retirement obligations (6)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,849
|
|
|
15,849
|
|
|||||||
Total
|
|
$
|
131,551
|
|
|
$
|
88,378
|
|
|
$
|
80,437
|
|
|
$
|
455,257
|
|
|
$
|
761,277
|
|
|
$
|
522,724
|
|
|
$
|
2,039,624
|
|
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
|
|
Shares
|
|
Weighted Average Fair Value
|
|
Shares
|
|
Weighted Average Fair Value
|
|
Shares
|
|
Weighted Average Fair Value
|
|||||||||
Restricted shares outstanding, beginning of period
|
|
656,895
|
|
|
$
|
22.21
|
|
|
499,529
|
|
|
$
|
25.99
|
|
|
477,767
|
|
|
$
|
23.71
|
|
Restricted shares granted
|
|
379,579
|
|
|
41.39
|
|
|
442,835
|
|
|
19.78
|
|
|
279,181
|
|
|
27.18
|
|
|||
Restricted shares canceled
|
|
(27,400
|
)
|
|
31.74
|
|
|
(13,551
|
)
|
|
21.61
|
|
|
(6,640
|
)
|
|
26.43
|
|
|||
Restricted shares vested
|
|
(321,797
|
)
|
|
23.01
|
|
|
(271,918
|
)
|
|
25.22
|
|
|
(250,779
|
)
|
|
22.97
|
|
|||
Restricted shares outstanding, end of period
|
|
687,277
|
|
|
$
|
32.04
|
|
|
656,895
|
|
|
$
|
22.21
|
|
|
499,529
|
|
|
$
|
25.99
|
|
Assumptions
|
|
2017
|
|
2016
|
|
2015
|
|||
Risk-free rate of return
|
|
1.52
|
%
|
|
0.95
|
%
|
|
0.98
|
%
|
Volatility
|
|
28.5
|
%
|
|
54.6
|
%
|
|
49.2
|
%
|
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
|
|
Shares
|
|
Weighted Average Fair Value
|
|
Shares
|
|
Weighted Average Fair Value
|
|
Shares
|
|
Weighted Average Fair Value
|
|||||||||
Restricted shares outstanding, beginning of period
|
|
747,874
|
|
|
$
|
19.82
|
|
|
294,332
|
|
|
$
|
31.41
|
|
|
134,400
|
|
|
$
|
28.14
|
|
Restricted shares granted (1)
|
|
380,174
|
|
|
26.96
|
|
|
484,650
|
|
|
13.53
|
|
|
159,932
|
|
|
31.74
|
|
|||
Restricted shares canceled
|
|
(7,569
|
)
|
|
26.96
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Restricted shares vested (1)
|
|
(119,400
|
)
|
|
31.01
|
|
|
(31,108
|
)
|
|
31.39
|
|
|
—
|
|
|
—
|
|
|||
Restricted shares outstanding, end of period
|
|
1,001,079
|
|
|
$
|
21.14
|
|
|
747,874
|
|
|
$
|
19.82
|
|
|
294,332
|
|
|
$
|
31.41
|
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands, except per share data)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Numerator:
|
|
|
|
|
|
|
|
|||||
Net income (loss) available to stockholders
|
|
$
|
232,136
|
|
|
$
|
(24,851
|
)
|
|
$
|
(18,254
|
)
|
Basic net income allocable to participating securities (1)
|
|
1,161
|
|
|
—
|
|
|
—
|
|
|||
Income available to stockholders
|
|
$
|
230,975
|
|
|
$
|
(24,851
|
)
|
|
$
|
(18,254
|
)
|
|
|
|
|
|
|
|
|
|
|
|||
Denominator:
|
|
|
|
|
|
|
|
|
|
|||
Weighted average number of common shares outstanding - basic
|
|
154,162
|
|
|
107,324
|
|
|
86,770
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|||
Restricted stock
|
|
1,364
|
|
|
—
|
|
|
—
|
|
|||
Weighted average number of common shares outstanding - diluted
|
|
155,526
|
|
|
107,324
|
|
|
86,770
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Net earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|||
Basic
|
|
$
|
1.50
|
|
|
$
|
(0.23
|
)
|
|
$
|
(0.21
|
)
|
Diluted
|
|
$
|
1.49
|
|
|
$
|
(0.23
|
)
|
|
$
|
(0.21
|
)
|
|
|
For the year ended December 31,
|
||||||||||
(in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Current Income Tax Expense (Benefit):
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
(5,541
|
)
|
|
$
|
(4,074
|
)
|
|
$
|
5,504
|
|
State
|
|
—
|
|
|
—
|
|
|
(320
|
)
|
|||
Total income tax expense (benefit)
|
|
(5,541
|
)
|
|
(4,074
|
)
|
|
5,184
|
|
|||
Deferred Income Tax Expense (Benefit):
|
|
|
|
|
|
|
|
|
||||
Federal (1)
|
|
$
|
(119,925
|
)
|
|
$
|
(19,195
|
)
|
|
$
|
(9,649
|
)
|
State
|
|
2,297
|
|
|
489
|
|
|
(1,714
|
)
|
|||
Federal alternative minimum tax
|
|
5,541
|
|
|
4,074
|
|
|
(5,504
|
)
|
|||
Total deferred income tax benefit
|
|
(112,087
|
)
|
|
(14,632
|
)
|
|
(16,867
|
)
|
|||
Total Income Tax Benefit
|
|
$
|
(117,628
|
)
|
|
$
|
(18,706
|
)
|
|
$
|
(11,683
|
)
|
|
|
For the year ended December 31,
|
||||||||||
(in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Income tax expense (benefit) at the federal statutory rate (35%)
|
|
$
|
40,078
|
|
|
$
|
(15,245
|
)
|
|
$
|
(10,478
|
)
|
State income tax expense (benefit), net of federal tax benefit
|
|
1,493
|
|
|
318
|
|
|
(1,322
|
)
|
|||
Impact of enacted legislation
|
|
(144,361
|
)
|
|
—
|
|
|
—
|
|
|||
Equity-based compensation
|
|
(4,386
|
)
|
|
—
|
|
|
—
|
|
|||
Research and development credit
|
|
(10,478
|
)
|
|
(3,804
|
)
|
|
—
|
|
|||
Other
|
|
26
|
|
|
25
|
|
|
117
|
|
|||
Provision for (benefit from) income taxes
|
|
$
|
(117,628
|
)
|
|
$
|
(18,706
|
)
|
|
$
|
(11,683
|
)
|
|
|
For the year ended December 31,
|
||||||||||
(in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Unrecognized tax benefits at beginning of period
|
|
$
|
9,035
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Increase resulting from prior period tax positions
|
|
6,653
|
|
|
8,483
|
|
|
—
|
|
|||
Increase resulting from current period tax positions
|
|
7,370
|
|
|
552
|
|
|
—
|
|
|||
Unrecognized tax benefits at the end of period
|
|
23,058
|
|
|
9,035
|
|
|
—
|
|
|||
Less: Effects of temporary items
|
|
(3,729
|
)
|
|
(5,256
|
)
|
|
—
|
|
|||
Total unrecognized tax benefits that, if recognized, would impact the effective income tax rate as of the end of the year
|
|
$
|
19,329
|
|
|
$
|
3,779
|
|
|
$
|
—
|
|
|
|
Percentage of Total Revenues for the Year Ended
December 31,
|
|||||||
|
|
2017
|
|
2016
|
|
2015
|
|||
Western Refining
|
|
21
|
%
|
|
*
|
|
|
*
|
|
Enterprise Crude Oil LLC
|
|
21
|
%
|
|
27
|
%
|
|
12
|
%
|
Shell Trading (US) Company
|
|
14
|
%
|
|
23
|
%
|
|
37
|
%
|
Phillips 66 Company
|
|
*
|
|
|
*
|
|
|
22
|
%
|
Diamondback E&P, LLC
|
|
*
|
|
|
*
|
|
|
13
|
%
|
(in thousands)
|
|
2017 (1)
|
|
2016 (1)
|
|
2015
|
||||||
Property acquisition costs:
|
|
|
|
|
|
|
|
|
|
|||
Proved
|
|
$
|
339,895
|
|
|
$
|
210,977
|
|
|
$
|
104,532
|
|
Unproved
|
|
1,253,326
|
|
|
1,063,109
|
|
|
351,806
|
|
|||
Exploration costs
|
|
—
|
|
|
1,811
|
|
|
—
|
|
|||
Development costs
|
|
675,988
|
|
|
293,833
|
|
|
378,910
|
|
|||
Total costs incurred
|
|
$
|
2,269,209
|
|
|
$
|
1,569,730
|
|
|
$
|
835,248
|
|
(in thousands)
|
|
2017
|
|
2016
|
||||
Capitalized costs:
|
|
|
|
|
|
|
||
Proved
|
|
$
|
3,936,565
|
|
|
$
|
2,811,853
|
|
Unproved
|
|
2,865,952
|
|
|
1,833,928
|
|
||
Total capitalized costs
|
|
$
|
6,802,517
|
|
|
$
|
4,645,781
|
|
Less accumulated depreciation, depletion, amortization and impairment
|
|
(778,596
|
)
|
|
(554,419
|
)
|
||
Net capitalized costs
|
|
$
|
6,023,921
|
|
|
$
|
4,091,362
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Oil per Bbl
|
|
$
|
51.34
|
|
|
$
|
42.75
|
|
|
$
|
50.28
|
|
Natural gas per MMBtu
|
|
$
|
2.98
|
|
|
$
|
2.48
|
|
|
$
|
2.59
|
|
NGLs per Bbl
|
|
$
|
17.74
|
|
|
$
|
11.19
|
|
|
$
|
10.56
|
|
|
|
Oil
(MBbls) |
|
Natural
Gas
(MMcf)
|
|
NGLs
(MBbls)
|
|
MBoe
|
||||
Proved developed and undeveloped reserves:
|
|
|
|
|
|
|
|
|
|
|
|
|
As of January 1, 2015
|
|
69,273
|
|
|
92,422
|
|
|
21,739
|
|
|
106,416
|
|
Revisions of previous estimates
|
|
(12,886
|
)
|
|
(20,205
|
)
|
|
(4,251
|
)
|
|
(20,505
|
)
|
Extensions and discoveries
|
|
50,375
|
|
|
55,313
|
|
|
6,971
|
|
|
66,565
|
|
Purchases of minerals in place
|
|
10,178
|
|
|
10,968
|
|
|
2,373
|
|
|
14,379
|
|
Production
|
|
(5,805
|
)
|
|
(4,991
|
)
|
|
(1,045
|
)
|
|
(7,682
|
)
|
As of December 31, 2015
|
|
111,135
|
|
|
133,507
|
|
|
25,787
|
|
|
159,173
|
|
Revisions of previous estimates
|
|
(14,115
|
)
|
|
(30,284
|
)
|
|
1,412
|
|
|
(17,750
|
)
|
Extensions and discoveries
|
|
46,017
|
|
|
45,541
|
|
|
11,631
|
|
|
65,238
|
|
Purchases of minerals in place
|
|
29,481
|
|
|
35,210
|
|
|
5,551
|
|
|
40,900
|
|
Production
|
|
(7,790
|
)
|
|
(7,188
|
)
|
|
(1,685
|
)
|
|
(10,673
|
)
|
As of December 31, 2016
|
|
164,728
|
|
|
176,786
|
|
|
42,696
|
|
|
236,888
|
|
Revisions of previous estimates
|
|
11,130
|
|
|
25,889
|
|
|
3,075
|
|
|
18,520
|
|
Extensions and discoveries
|
|
64,925
|
|
|
73,698
|
|
|
16,009
|
|
|
93,217
|
|
Purchases of minerals in place
|
|
34,997
|
|
|
33,772
|
|
|
6,859
|
|
|
47,485
|
|
Production
|
|
(14,445
|
)
|
|
(15,126
|
)
|
|
(3,202
|
)
|
|
(20,168
|
)
|
As of December 31, 2017
|
|
261,335
|
|
|
295,019
|
|
|
65,437
|
|
|
375,942
|
|
|
|
|
|
|
|
|
|
|
||||
Proved developed reserves:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2015
|
|
44,128
|
|
|
56,640
|
|
|
11,020
|
|
|
64,588
|
|
December 31, 2016
|
|
65,025
|
|
|
76,255
|
|
|
18,759
|
|
|
96,493
|
|
December 31, 2017
|
|
106,668
|
|
|
133,116
|
|
|
30,162
|
|
|
159,016
|
|
|
|
|
|
|
|
|
|
|
||||
Proved undeveloped reserves:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2015
|
|
67,007
|
|
|
76,867
|
|
|
14,767
|
|
|
94,585
|
|
December 31, 2016
|
|
99,703
|
|
|
100,531
|
|
|
23,937
|
|
|
140,395
|
|
December 31, 2017
|
|
154,667
|
|
|
161,903
|
|
|
35,275
|
|
|
216,926
|
|
(in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Future cash inflows
|
|
$
|
14,634,925
|
|
|
$
|
7,433,650
|
|
|
$
|
5,964,332
|
|
Future production costs
|
|
(3,867,816
|
)
|
|
(2,352,287
|
)
|
|
(1,855,044
|
)
|
|||
Future development costs
|
|
(1,893,108
|
)
|
|
(1,315,835
|
)
|
|
(1,187,244
|
)
|
|||
Future income tax expense
|
|
(1,553,250
|
)
|
|
(659,105
|
)
|
|
(699,070
|
)
|
|||
Future net cash flows
|
|
7,320,751
|
|
|
3,106,423
|
|
|
2,222,974
|
|
|||
10% discount for estimated timing of cash flows
|
|
(4,289,975
|
)
|
|
(1,913,027
|
)
|
|
(1,426,958
|
)
|
|||
Standardized measure of discounted future net cash flows
|
|
$
|
3,030,776
|
|
|
$
|
1,193,396
|
|
|
$
|
796,016
|
|
(in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Standardized measure of discounted future net cash flows, beginning of year
|
|
$
|
1,193,396
|
|
|
$
|
796,016
|
|
|
$
|
876,131
|
|
Changes in the year resulting from:
|
|
|
|
|
|
|
|
|
|
|||
Sales, less production costs
|
|
(631,907
|
)
|
|
(279,603
|
)
|
|
(210,874
|
)
|
|||
Revisions of previous quantity estimates
|
|
200,298
|
|
|
(142,956
|
)
|
|
(192,081
|
)
|
|||
Extensions and discoveries
|
|
967,933
|
|
|
390,752
|
|
|
440,744
|
|
|||
Net change in prices and production costs
|
|
803,662
|
|
|
(251,166
|
)
|
|
(537,613
|
)
|
|||
Changes in estimated future development costs
|
|
43,130
|
|
|
156,162
|
|
|
14,480
|
|
|||
Previously estimated development costs incurred during the period
|
|
162,759
|
|
|
68,238
|
|
|
107,829
|
|
|||
Purchases of minerals in place
|
|
377,822
|
|
|
244,977
|
|
|
95,207
|
|
|||
Accretion of discount
|
|
141,887
|
|
|
86,109
|
|
|
131,764
|
|
|||
Net change in income taxes
|
|
(381,109
|
)
|
|
15,059
|
|
|
164,377
|
|
|||
Timing differences and other
|
|
152,905
|
|
|
109,808
|
|
|
(93,948
|
)
|
|||
Standardized measure of discounted future net cash flows, end of year
|
|
$
|
3,030,776
|
|
|
$
|
1,193,396
|
|
|
$
|
796,016
|
|
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
(in thousands, except per share amounts)
|
|
Quarter
|
|
Quarter
|
|
Quarter
|
|
Quarter
|
||||||||
2017
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
|
$
|
169,931
|
|
|
$
|
183,100
|
|
|
$
|
201,654
|
|
|
$
|
249,023
|
|
Operating income (1)
|
|
55,389
|
|
|
54,887
|
|
|
67,077
|
|
|
55,457
|
|
||||
Net gain (loss) on derivative instruments
|
|
17,121
|
|
|
12,194
|
|
|
(21,626
|
)
|
|
(46,968
|
)
|
||||
Income tax (expense) benefit
|
|
(15,072
|
)
|
|
(17,072
|
)
|
|
(3,678
|
)
|
|
153,450
|
|
||||
Net income
|
|
$
|
38,934
|
|
|
$
|
31,090
|
|
|
$
|
21,326
|
|
|
$
|
140,786
|
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
|
$
|
0.27
|
|
|
$
|
0.20
|
|
|
$
|
0.14
|
|
|
$
|
0.89
|
|
Diluted
|
|
$
|
0.26
|
|
|
$
|
0.20
|
|
|
$
|
0.14
|
|
|
$
|
0.89
|
|
|
|
|
|
|
|
|
|
|
||||||||
2016
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
|
$
|
55,815
|
|
|
$
|
81,485
|
|
|
$
|
93,621
|
|
|
$
|
122,934
|
|
Operating income (loss) (2)
|
|
(14,342
|
)
|
|
2,295
|
|
|
13,248
|
|
|
29,892
|
|
||||
Net gain (loss) on derivative instruments
|
|
396
|
|
|
(3,684
|
)
|
|
(2,934
|
)
|
|
(17,538
|
)
|
||||
Income tax benefit
|
|
9,298
|
|
|
4,438
|
|
|
3,507
|
|
|
1,464
|
|
||||
Net income (loss)
|
|
$
|
(17,416
|
)
|
|
$
|
(9,801
|
)
|
|
$
|
985
|
|
|
$
|
1,381
|
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
|
$
|
(0.17
|
)
|
|
$
|
(0.10
|
)
|
|
$
|
0.01
|
|
|
$
|
0.01
|
|
Diluted
|
|
$
|
(0.17
|
)
|
|
$
|
(0.10
|
)
|
|
$
|
0.01
|
|
|
$
|
0.01
|
|
|
|
|
|
RSP Permian, Inc.
|
|
|
|
Predecessor
|
||||||||||||
|
|
Year Ended December 31,
|
|
Year Ended December 31,
|
||||||||||||||||
|
|
2017
|
|
2016 (2)
|
|
2015 (2)
|
|
2014 (1)
|
|
2013
|
||||||||||
|
|
|
|
|
|
|
|
|
||||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Pre-tax income (loss)
|
|
$
|
114,508
|
|
|
$
|
(43,557
|
)
|
|
$
|
(29,937
|
)
|
|
$
|
160,304
|
|
|
$
|
65,000
|
|
Add: Loss (gain) from equity investee
|
|
(1,868
|
)
|
|
(814
|
)
|
|
(8
|
)
|
|
98
|
|
|
—
|
|
|||||
Add: Interest expense
|
|
82,459
|
|
|
52,724
|
|
|
43,538
|
|
|
14,031
|
|
|
5,216
|
|
|||||
Add: Estimate of interest within rental expense
|
|
359
|
|
|
312
|
|
|
309
|
|
|
156
|
|
|
83
|
|
|||||
Total earnings
|
|
$
|
195,458
|
|
|
$
|
8,665
|
|
|
$
|
13,902
|
|
|
$
|
174,589
|
|
|
$
|
70,299
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
|
$
|
82,459
|
|
|
$
|
52,724
|
|
|
$
|
43,538
|
|
|
$
|
14,031
|
|
|
$
|
5,216
|
|
Estimate of interest within rental expense
|
|
359
|
|
|
312
|
|
|
309
|
|
|
156
|
|
|
83
|
|
|||||
Total fixed charges
|
|
$
|
82,818
|
|
|
$
|
53,036
|
|
|
$
|
43,847
|
|
|
$
|
14,187
|
|
|
$
|
5,299
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of Earnings to Fixed Charges
|
|
2.36
|
|
0.16
|
|
0.32
|
|
12.31
|
|
13.27
|
|
|
NETHERLAND, SEWELL & ASSOCIATES, INC.
|
|
|
|
|
|
|
|
By:
|
/s/ C.H. (Scott) Rees III
|
|
|
C.H. (Scott) Rees III, P.E.
|
|
|
Chairman and Chief Executive Officer
|
|
|
|
Dallas, Texas
|
|
|
February 27, 2017
|
|
|
|
/s/ Steven Gray
|
|
Steven Gray
|
|
Chief Executive Officer
|
|
|
|
|
Date:
February 27, 2018
|
|
|
/s/ Scott McNeill
|
|
Scott McNeill
|
|
Chief Financial Officer
|
|
|
Date:
February 27, 2018
|
|
|
/s/ Steven Gray
|
|
Steven Gray
|
|
Chief Executive Officer
|
|
|
|
|
Date:
February 27, 2018
|
|
|
/s/ Scott McNeill
|
|
Scott McNeill
|
|
Chief Financial Officer
|
|
|
|
|
Date:
February 27, 2018
|
|
|
|
Net Reserves
|
|
Future Net Revenue (M$)
|
||||||
|
|
Oil
|
|
NGL
|
|
Gas
|
|
|
|
Present Worth
|
Category
|
|
(MBBL)
|
|
(MBBL)
|
|
(MMCF)
|
|
Total
|
|
at 10%
|
|
|
|
|
|
|
|
|
|
|
|
Proved Developed Producing
|
|
105,202.6
|
|
29,797.8
|
|
131,392.6
|
|
4,141,602.8
|
|
2,087,967.6
|
Proved Developed Non-Producing
|
|
1,465.9
|
|
363.9
|
|
1,724.2
|
|
46,809.4
|
|
26,108.4
|
Proved Undeveloped
|
|
154,666.6
|
|
35,275.4
|
|
161,902.8
|
|
4,685,589.8
|
|
1,523,281.4
|
|
|
|
|
|
|
|
|
|
|
|
Total Proved
|
|
261,335.1
|
|
65,437.1
|
|
295,019.6
|
|
8,874,001.0
|
|
3,637,358.3
|
|
Sincerely,
|
||
|
|
|
|
|
NETHERLAND, SEWELL & ASSOCIATES, INC.
Texas Registered Engineering Firm F-2699
|
||
|
|
|
|
|
|
|
/s/ C.H. (Scott) Rees III
|
|
By:
|
|
|
|
|
|
C.H. (Scott) Rees III, P.E.
Chairman and Chief Executive Officer
|
|
|
|
|
|
|
|
/s/ Michael B. Begland
|
|
By:
|
|
|
|
|
|
Michael B. Begland, P.E. 104898
Vice President
|
|
|
|
|
|
|
|
|
|
Date Signed: February 6, 2018
|
Please be advised that the digital document you are viewing is provided by Netherland, Sewell & Associates, Inc. (NSAI) as a convenience to our clients. The digital document is intended to be substantively the same as the original signed document maintained by NSAI. The digital document is subject to the parameters, limitations, and conditions stated in the original document. In the event of any differences between the digital document and the original document, the original document shall control and supersede the digital document.
|