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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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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
|
o
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Page
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(in thousands, except share data)
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March 31, 2018
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December 31, 2017
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||||
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ASSETS
|
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CURRENT ASSETS
|
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Cash and cash equivalents
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$
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33,928
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$
|
38,102
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Accounts receivable
|
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128,198
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111,157
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Derivative instruments
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30,186
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64
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Total current assets
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192,312
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149,323
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PROPERTY, PLANT AND EQUIPMENT
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Oil and natural gas properties, successful efforts method
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7,049,008
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6,802,517
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Accumulated depletion
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(853,720
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)
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(778,596
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)
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Total oil and natural gas properties, net
|
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6,195,288
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6,023,921
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Other property and equipment, net
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56,308
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56,798
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Total property, plant and equipment
|
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6,251,596
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|
6,080,719
|
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OTHER LONG-TERM ASSETS
|
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Derivative instruments
|
|
4,574
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|
|
37
|
|
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Other long-term assets
|
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51,638
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|
40,107
|
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Total other long-term assets
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|
56,212
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40,144
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TOTAL ASSETS
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$
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6,500,120
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$
|
6,270,186
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LIABILITIES AND STOCKHOLDERS’ EQUITY
|
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CURRENT LIABILITIES
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Accounts payable
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$
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54,209
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$
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26,758
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Accrued expenses
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116,372
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|
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119,439
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Interest payable
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29,604
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23,798
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Derivative instruments
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51,001
|
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36,566
|
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Total current liabilities
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251,186
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|
206,561
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LONG-TERM LIABILITIES
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Derivative instruments
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9,321
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5,722
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Long-term debt
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1,579,751
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1,509,128
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Deferred taxes
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232,500
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210,568
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Other long-term liabilities
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16,565
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15,849
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Total long-term liabilities
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1,838,137
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1,741,267
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Total liabilities
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2,089,323
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1,947,828
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STOCKHOLDERS
’
EQUITY
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Common stock, $.01 par value; 300,000,000 shares authorized, 159,423,086 shares issued and outstanding at March 31, 2018; 158,596,324 shares issued and outstanding at December 31, 2017
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1,594
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1,586
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|
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Additional paid-in capital
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4,127,517
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4,128,659
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Accumulated earnings
|
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281,686
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|
192,113
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||
Total stockholders’ equity
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4,410,797
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4,322,358
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TOTAL LIABILITIES AND STOCKHOLDERS
’
EQUITY
|
|
$
|
6,500,120
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$
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6,270,186
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Three Months Ended March 31,
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||||||
(in thousands, except per share data)
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2018
|
|
2017
|
||||
REVENUES
|
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|
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|
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Oil sales
|
|
$
|
251,977
|
|
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$
|
151,637
|
|
Natural gas sales
|
|
8,432
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|
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7,378
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NGLs sales
|
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15,913
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10,916
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Total revenues
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276,322
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169,931
|
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OPERATING EXPENSES
|
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|
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||||
Lease operating expenses
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32,135
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25,411
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Production and ad valorem taxes
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16,261
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|
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9,469
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|
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Depreciation, depletion and amortization
|
|
76,122
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|
|
61,040
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||
Asset retirement obligation accretion
|
|
205
|
|
|
153
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|
||
Impairments of oil and natural gas properties
|
|
4,200
|
|
|
125
|
|
||
Exploration expenses
|
|
246
|
|
|
2,580
|
|
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General and administrative expenses
|
|
14,334
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|
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11,712
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Merger and acquisition costs
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2,757
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|
4,052
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|
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Total operating expenses
|
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146,260
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114,542
|
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OPERATING INCOME
|
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130,062
|
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55,389
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|
||
OTHER INCOME (EXPENSE)
|
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||||
Other income, net
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1,039
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|
720
|
|
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Net gain on derivative instruments
|
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2,907
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17,121
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Interest expense
|
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(22,503
|
)
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(19,224
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)
|
||
Total other expense
|
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(18,557
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)
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(1,383
|
)
|
||
INCOME BEFORE TAXES
|
|
111,505
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|
|
54,006
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|
||
INCOME TAX EXPENSE
|
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(21,932
|
)
|
|
(15,072
|
)
|
||
NET INCOME
|
|
$
|
89,573
|
|
|
$
|
38,934
|
|
|
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|
||||
Earnings per common share:
|
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|
||||
Basic
|
|
$
|
0.57
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$
|
0.27
|
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Diluted
|
|
$
|
0.57
|
|
|
$
|
0.26
|
|
Weighted average shares outstanding:
|
|
|
|
|
||||
Basic
|
|
157,119
|
|
|
146,054
|
|
||
Diluted
|
|
158,309
|
|
|
147,005
|
|
|
|
Common Stock
|
|
|
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|
|||||||||||
(in thousands)
|
|
Shares
|
|
Amount
|
|
Additional Paid-in Capital
|
|
Accumulated Earnings (Deficit)
|
|
Total Stockholders’ Equity
|
|||||||||
BALANCE AT DECEMBER 31, 2017
|
|
158,596
|
|
|
$
|
1,586
|
|
|
$
|
4,128,659
|
|
|
$
|
192,113
|
|
|
$
|
4,322,358
|
|
Repurchase and retirement of common stock
|
|
(171
|
)
|
|
(2
|
)
|
|
(6,459
|
)
|
|
—
|
|
|
(6,461
|
)
|
||||
Equity-based compensation
|
|
998
|
|
|
10
|
|
|
5,317
|
|
|
—
|
|
|
5,327
|
|
||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
89,573
|
|
|
89,573
|
|
||||
BALANCE AT MARCH 31, 2018
|
|
159,423
|
|
|
$
|
1,594
|
|
|
$
|
4,127,517
|
|
|
$
|
281,686
|
|
|
$
|
4,410,797
|
|
|
|
Three Months Ended March 31,
|
||||||
(in thousands)
|
|
2018
|
|
2017
|
||||
OPERATING ACTIVITIES:
|
|
|
|
|
||||
Net income
|
|
$
|
89,573
|
|
|
$
|
38,934
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|||
Depreciation, depletion and amortization
|
|
76,122
|
|
|
61,040
|
|
||
Asset retirement obligation accretion
|
|
205
|
|
|
153
|
|
||
Impairments of oil and natural gas properties
|
|
4,200
|
|
|
125
|
|
||
Equity-based compensation
|
|
5,327
|
|
|
3,923
|
|
||
Amortization of loan fees and discount on debt issuance
|
|
1,070
|
|
|
1,019
|
|
||
Deferred income taxes
|
|
21,932
|
|
|
13,574
|
|
||
Other
|
|
(390
|
)
|
|
(196
|
)
|
||
Net gain on derivative instruments
|
|
(2,907
|
)
|
|
(17,121
|
)
|
||
Net cash payments from settled derivatives
|
|
(13,389
|
)
|
|
(2,576
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||
Accounts receivable
|
|
(13,693
|
)
|
|
(2,250
|
)
|
||
Other assets
|
|
(11,478
|
)
|
|
(9,131
|
)
|
||
Accounts payable
|
|
27,123
|
|
|
840
|
|
||
Accrued expenses
|
|
(11,692
|
)
|
|
816
|
|
||
Interest payable
|
|
5,806
|
|
|
17,793
|
|
||
Net cash provided by operating activities
|
|
177,809
|
|
|
106,943
|
|
||
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
||
Development of oil and natural gas properties
|
|
(236,590
|
)
|
|
(116,830
|
)
|
||
Acquisitions of oil and natural gas properties
|
|
(8,688
|
)
|
|
(598,941
|
)
|
||
Acquisition of infrastructure assets
|
|
—
|
|
|
(18,828
|
)
|
||
Investment in unconsolidated subsidiary
|
|
—
|
|
|
(188
|
)
|
||
Additions to other property and equipment
|
|
(244
|
)
|
|
(585
|
)
|
||
Net cash used in investing activities
|
|
(245,522
|
)
|
|
(735,372
|
)
|
||
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
||
Payment of deferred loan costs
|
|
—
|
|
|
(491
|
)
|
||
Borrowings under long-term debt
|
|
70,000
|
|
|
—
|
|
||
Payments of equity issuance costs
|
|
—
|
|
|
(80
|
)
|
||
Repurchase and retirement of common stock
|
|
(6,461
|
)
|
|
(7,516
|
)
|
||
Net cash provided by (used in) financing activities
|
|
63,539
|
|
|
(8,087
|
)
|
||
NET CHANGE IN CASH
|
|
(4,174
|
)
|
|
(636,516
|
)
|
||
CASH AT BEGINNING OF PERIOD
|
|
38,102
|
|
|
690,776
|
|
||
CASH AT END OF PERIOD
|
|
$
|
33,928
|
|
|
$
|
54,260
|
|
SUPPLEMENTAL CASH FLOW INFORMATION
|
|
|
|
|
|
|
||
Cash paid for interest
|
|
$
|
15,627
|
|
|
$
|
412
|
|
NON-CASH ACTIVITIES
|
|
|
|
|
|
|
||
Change in accrued capital expenditures
|
|
8,624
|
|
|
(2,175
|
)
|
||
Common stock issued for oil and gas properties
|
|
—
|
|
|
663,854
|
|
||
Release of deposit held in escrow for oil and gas properties
|
|
—
|
|
|
64,122
|
|
||
Asset retirement obligation acquired
|
|
—
|
|
|
822
|
|
|
|
Three Months Ended March 31, 2018
|
||||||||||
(in thousands)
|
|
As reported (ASC 606)
|
|
Historical (ASC 605)
|
|
Effect of change
|
||||||
REVENUES
|
|
|
|
|
|
|
|
|
||||
Oil sales
|
|
$
|
251,977
|
|
|
$
|
251,977
|
|
|
$
|
—
|
|
Natural gas sales
|
|
8,432
|
|
|
9,601
|
|
|
(1,169
|
)
|
|||
NGLs sales
|
|
15,913
|
|
|
18,074
|
|
|
(2,161
|
)
|
|||
Total revenues
|
|
276,322
|
|
|
279,652
|
|
|
(3,330
|
)
|
|||
OPERATING EXPENSES
|
|
|
|
|
|
|
||||||
Lease operating expenses
|
|
32,135
|
|
|
35,465
|
|
|
(3,330
|
)
|
|||
OPERATING INCOME
|
|
130,062
|
|
|
130,062
|
|
|
—
|
|
|||
NET INCOME
|
|
$
|
89,573
|
|
|
$
|
89,573
|
|
|
$
|
—
|
|
(in thousands)
|
|
As of March 31, 2018
|
|
As of December 31, 2017
|
||||
Sale of oil, natural gas and NGLs
|
|
$
|
110,722
|
|
|
$
|
95,942
|
|
Joint interest owners
|
|
17,141
|
|
|
14,880
|
|
||
Federal income tax receivable
|
|
335
|
|
|
335
|
|
||
Total accounts receivable
|
|
$
|
128,198
|
|
|
$
|
111,157
|
|
(in thousands)
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Proved oil and natural gas properties
|
|
$
|
4,189,377
|
|
|
$
|
3,936,565
|
|
Unproved oil and natural gas properties
|
|
2,859,631
|
|
|
2,865,952
|
|
||
Total oil and natural gas properties
|
|
7,049,008
|
|
|
6,802,517
|
|
||
Less: Accumulated depletion
|
|
(853,720
|
)
|
|
(778,596
|
)
|
||
Total oil and natural gas properties, net
|
|
$
|
6,195,288
|
|
|
$
|
6,023,921
|
|
(in thousands)
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Accrued capital expenditures
|
|
$
|
91,372
|
|
|
$
|
82,748
|
|
Other accrued expenses
|
|
25,000
|
|
|
36,691
|
|
||
Accrued expenses
|
|
$
|
116,372
|
|
|
$
|
119,439
|
|
|
|
Three Months Ended March 31,
|
||||||
(in thousands)
|
|
2018
|
|
2017
|
||||
Current
|
|
$
|
—
|
|
|
$
|
1,498
|
|
Deferred
|
|
21,932
|
|
|
13,574
|
|
||
Income Tax Expense
|
|
$
|
21,932
|
|
|
$
|
15,072
|
|
|
|
Contracts expiring in the period ending:
|
||||||||||||||
|
|
June 30, 2018
|
|
September 30, 2018
|
|
December 31, 2018
|
|
2019
|
||||||||
Oil Three-Way Collars:
|
|
|
|
|
|
|
|
|
||||||||
Notional volume (Bbl)
|
|
1,941,000
|
|
|
1,319,000
|
|
|
1,227,000
|
|
|
—
|
|
||||
Weighted average ceiling price ($/Bbl)(1)
|
|
$
|
59.07
|
|
|
$
|
60.56
|
|
|
$
|
60.96
|
|
|
$
|
—
|
|
Weighted average floor price ($/Bbl)(1)
|
|
$
|
47.11
|
|
|
$
|
47.79
|
|
|
$
|
48.00
|
|
|
$
|
—
|
|
Weighted average short put price ($/Bbl)(1)
|
|
$
|
37.11
|
|
|
$
|
37.79
|
|
|
$
|
38.00
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
Oil Costless Collars:
|
|
|
|
|
|
|
|
|
||||||||
Notional volume (Bbl)
|
|
516,000
|
|
|
1,212,000
|
|
|
1,058,000
|
|
|
2,555,000
|
|
||||
Weighted average ceiling price ($/Bbl)(1)
|
|
$
|
60.20
|
|
|
$
|
60.10
|
|
|
$
|
60.11
|
|
|
$
|
58.04
|
|
Weighted average floor price ($/Bbl)(1)
|
|
$
|
45.00
|
|
|
$
|
46.33
|
|
|
$
|
46.52
|
|
|
$
|
52.50
|
|
|
|
|
|
|
|
|
|
|
||||||||
Oil Swaps:
|
|
|
|
|
|
|
|
|
||||||||
Notional volume (Bbl)
|
|
698,000
|
|
|
322,000
|
|
|
322,000
|
|
|
2,555,000
|
|
||||
Weighted average swap price ($/Bbl)(1)
|
|
$
|
62.97
|
|
|
$
|
55.77
|
|
|
$
|
55.77
|
|
|
$
|
55.74
|
|
|
|
|
|
|
|
|
|
|
||||||||
Mid-Cush Differential (Basis) Swaps:
|
|
|
|
|
|
|
|
|
||||||||
Notional volume (Bbl)
|
|
2,730,000
|
|
|
2,760,000
|
|
|
2,760,000
|
|
|
2,555,000
|
|
||||
Weighted average swap price ($/Bbl)(2)
|
|
$
|
(0.42
|
)
|
|
$
|
(0.42
|
)
|
|
$
|
(0.42
|
)
|
|
$
|
(0.29
|
)
|
|
|
Assets
|
|
Liabilities
|
||||||||||||
(in thousands)
|
|
March 31, 2018
|
|
December 31, 2017
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||
Derivative Instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Current amounts
|
|
$
|
30,186
|
|
|
$
|
64
|
|
|
$
|
51,001
|
|
|
$
|
36,566
|
|
Noncurrent amounts
|
|
4,574
|
|
|
37
|
|
|
9,321
|
|
|
5,722
|
|
||||
Total derivative instruments
|
|
$
|
34,760
|
|
|
$
|
101
|
|
|
$
|
60,322
|
|
|
$
|
42,288
|
|
|
|
Three Months Ended March 31,
|
||||||
(in thousands)
|
|
2018
|
|
2017
|
||||
Net gain on derivative instruments
|
|
$
|
2,907
|
|
|
$
|
17,121
|
|
(in thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total fair value
|
||||||||
As of March 31, 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commodity derivative instruments
|
|
$
|
—
|
|
|
$
|
(25,562
|
)
|
|
$
|
—
|
|
|
$
|
(25,562
|
)
|
(in thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total fair value
|
||||||||
As of December 31, 2017:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commodity derivative instruments
|
|
$
|
—
|
|
|
$
|
(42,187
|
)
|
|
$
|
—
|
|
|
$
|
(42,187
|
)
|
|
|
March 31, 2018
|
||||||||||||||
(in thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total fair value
|
||||||||
2025 Senior Notes
|
|
$
|
466,340
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
466,340
|
|
2022 Senior Notes
|
|
732,963
|
|
|
—
|
|
|
—
|
|
|
732,963
|
|
||||
|
|
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
|
|
(in thousands)
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Revolving Credit Facility
|
|
$
|
445,000
|
|
|
$
|
375,000
|
|
5.25% Senior Notes due 2025
|
|
450,000
|
|
|
450,000
|
|
||
6.625% Senior Notes due 2022
|
|
700,000
|
|
|
700,000
|
|
||
Less: Discount
|
|
(900
|
)
|
|
(950
|
)
|
||
Less: Debt issuance costs
|
|
(14,349
|
)
|
|
(14,922
|
)
|
||
Total long-term debt
|
|
$
|
1,579,751
|
|
|
$
|
1,509,128
|
|
|
|
Shares
|
|
Weighted Average Fair Value
|
|||
Restricted shares outstanding, beginning of period
|
|
687,277
|
|
|
$
|
32.04
|
|
Restricted shares granted
|
|
437,608
|
|
|
35.96
|
|
|
Restricted shares canceled
|
|
(770
|
)
|
|
30.66
|
|
|
Restricted shares vested
|
|
(320,001
|
)
|
|
30.04
|
|
|
Restricted shares outstanding, end of period
|
|
804,114
|
|
|
$
|
34.97
|
|
|
|
Shares
|
|
Weighted Average Fair Value
|
|||
Restricted shares outstanding, beginning of period
|
|
1,001,079
|
|
|
$
|
21.14
|
|
Restricted shares granted (1)
|
|
496,537
|
|
|
23.96
|
|
|
Restricted shares vested (1)
|
|
(143,824
|
)
|
|
31.74
|
|
|
Restricted shares outstanding, end of period
|
|
1,353,792
|
|
|
$
|
21.05
|
|
|
|
Three Months Ended March 31,
|
||||||
(in thousands, except per share data)
|
|
2018
|
|
2017
|
||||
Numerator:
|
|
|
|
|
|
|||
Net income available to stockholders
|
|
$
|
89,573
|
|
|
$
|
38,934
|
|
Basic net income allocable to participating securities (1)
|
|
448
|
|
|
195
|
|
||
Income available to stockholders
|
|
$
|
89,125
|
|
|
$
|
38,739
|
|
|
|
|
|
|
|
|
||
Denominator:
|
|
|
|
|
|
|
||
Weighted average number of common shares outstanding - basic
|
|
157,119
|
|
|
146,054
|
|
||
Effect of dilutive securities:
|
|
|
|
|
|
|||
Restricted stock
|
|
1,190
|
|
|
951
|
|
||
Weighted average number of common shares outstanding - diluted
|
|
158,309
|
|
|
147,005
|
|
||
|
|
|
|
|
|
|
||
Net earnings per share:
|
|
|
|
|
|
|
||
Basic
|
|
$
|
0.57
|
|
|
$
|
0.27
|
|
Diluted
|
|
$
|
0.57
|
|
|
$
|
0.26
|
|
•
|
Increased our average daily production rate by
39%
for the
first
quarter of
2018
as compared to the same period in
2017
.
|
•
|
Participated in drilling 36 gross horizontal wells (22 operated) and completed 44 gross horizontal wells (31 operated) during the first quarter of 2018.
|
•
|
On March 27, 2018, we entered into a merger agreement (the “Merger Agreement”) with Concho Resources Inc ("Concho"), and Green Merger Sub Inc., a wholly owned subsidiary of Concho (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub will merge with and into RSP Inc. (the “Merger”), with RSP Inc. surviving the Merger as a wholly owned subsidiary of Concho. The Merger is expected to close in the third quarter of 2018, subject to approvals from the stockholders of RSP Inc. and Concho and certain other conditions. See Note 1 in the notes to our consolidated financial statements for further discussion. Shareholders of RSP Inc. will receive 0.320 of a share of Concho common stock in exchange for each share of RSP Inc's common stock, representing consideration to each shareholder of RSP Inc. of $50.24 per share based on the closing price of Concho common stock on March 27, 2018. The consideration represents an approximately 29% premium to the $38.92 closing price of RSP Inc. common stock on March 27, 2018.
|
•
|
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.
|
|
|
Three Months Ended March 31,
|
|
Change
|
|||||||||||
|
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||
Revenues (in thousands, except percentages):
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Oil sales
|
|
$
|
251,977
|
|
|
$
|
151,637
|
|
|
$
|
100,340
|
|
|
66
|
%
|
Natural gas sales
|
|
8,432
|
|
|
7,378
|
|
|
1,054
|
|
|
14
|
|
|||
NGLs sales
|
|
15,913
|
|
|
10,916
|
|
|
4,997
|
|
|
46
|
|
|||
Total revenues
|
|
$
|
276,322
|
|
|
$
|
169,931
|
|
|
$
|
106,391
|
|
|
63
|
%
|
Average sales prices (1):
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Oil (per Bbl) (excluding impact of cash settled derivatives)
|
|
$
|
61.87
|
|
|
$
|
50.01
|
|
|
$
|
11.86
|
|
|
24
|
%
|
Oil (per Bbl) (after impact of cash settled derivatives)
|
|
58.50
|
|
|
49.02
|
|
|
9.48
|
|
|
19
|
|
|||
Natural gas (per Mcf) (excluding impact of cash settled derivatives)
|
|
1.98
|
|
|
2.52
|
|
|
(0.54
|
)
|
|
(21
|
)
|
|||
Natural gas (per Mcf) (after impact of cash settled derivatives)
|
|
1.98
|
|
|
2.59
|
|
|
(0.61
|
)
|
|
(24
|
)
|
|||
NGLs (per Bbl)
|
|
18.33
|
|
|
19.96
|
|
|
(1.63
|
)
|
|
(8
|
)
|
|||
Total (per Boe) (excluding impact of cash settled derivatives)
|
|
$
|
48.91
|
|
|
$
|
41.78
|
|
|
$
|
7.13
|
|
|
17
|
%
|
Total (per Boe) (after impact of cash settled derivatives)
|
|
$
|
46.48
|
|
|
$
|
41.09
|
|
|
$
|
5.39
|
|
|
13
|
%
|
Production:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Oil (MBbls)
|
|
4,073
|
|
|
3,032
|
|
|
1,041
|
|
|
34
|
%
|
|||
Natural gas (MMcf)
|
|
4,254
|
|
|
2,926
|
|
|
1,328
|
|
|
45
|
|
|||
NGLs (MBbls)
|
|
868
|
|
|
547
|
|
|
321
|
|
|
59
|
|
|||
Total (MBoe)
|
|
5,650
|
|
|
4,067
|
|
|
1,583
|
|
|
39
|
%
|
|||
Average daily production volume:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total (Boe/d)
|
|
62,778
|
|
|
45,189
|
|
|
17,589
|
|
|
39
|
%
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Average realized oil price ($/Bbl)
|
|
$
|
61.87
|
|
|
$
|
50.01
|
|
Average NYMEX ($/Bbl)
|
|
62.87
|
|
|
51.91
|
|
||
Differential to NYMEX
|
|
(1.00
|
)
|
|
(1.90
|
)
|
||
Average realized oil price to NYMEX percentage
|
|
98
|
%
|
|
96
|
%
|
||
|
|
|
|
|
||||
Average realized natural gas price ($/Mcf) (1)
|
|
$
|
1.98
|
|
|
$
|
2.52
|
|
Average NYMEX ($/Mcf)
|
|
3.00
|
|
|
3.32
|
|
||
Differential to NYMEX
|
|
(1.02
|
)
|
|
(0.80
|
)
|
||
Average realized natural gas price to NYMEX percentage
|
|
66
|
%
|
|
76
|
%
|
||
|
|
|
|
|
||||
Average realized NGL price ($/Bbl) (1)
|
|
$
|
18.33
|
|
|
$
|
19.96
|
|
Average NYMEX oil price ($/Bbl)
|
|
62.87
|
|
|
51.91
|
|
||
Average realized NGL price to NYMEX oil price percentage
|
|
29
|
%
|
|
38
|
%
|
|
|
Three Months Ended March 31,
|
|
Change
|
|||||||||||
|
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||
Operating expenses (in thousands, except percentages):
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Lease operating expenses
|
|
$
|
32,135
|
|
|
$
|
25,411
|
|
|
$
|
6,724
|
|
|
26
|
%
|
Production and ad valorem taxes
|
|
16,261
|
|
|
9,469
|
|
|
6,792
|
|
|
72
|
|
|||
Depreciation, depletion and amortization
|
|
76,122
|
|
|
61,040
|
|
|
15,082
|
|
|
25
|
|
|||
Asset retirement obligation accretion
|
|
205
|
|
|
153
|
|
|
52
|
|
|
34
|
|
|||
Impairments of oil and natural gas properties
|
|
4,200
|
|
|
125
|
|
|
4,075
|
|
|
NM
|
|
|||
Exploration expenses
|
|
246
|
|
|
2,580
|
|
|
(2,334
|
)
|
|
(90
|
)
|
|||
General and administrative expenses
|
|
14,334
|
|
|
11,712
|
|
|
2,622
|
|
|
22
|
|
|||
Merger and acquisition costs
|
|
2,757
|
|
|
4,052
|
|
|
(1,295
|
)
|
|
(32
|
)
|
|||
Total operating expenses
|
|
$
|
146,260
|
|
|
$
|
114,542
|
|
|
$
|
31,718
|
|
|
28
|
%
|
Expenses per Boe:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Lease operating expenses (excluding gathering and transportation)
|
|
$
|
5.44
|
|
|
$
|
5.40
|
|
|
$
|
0.04
|
|
|
1
|
%
|
Gathering and transportation (1)
|
|
0.25
|
|
|
0.85
|
|
|
(0.60
|
)
|
|
(71
|
)
|
|||
Production and ad valorem taxes
|
|
2.88
|
|
|
2.33
|
|
|
0.55
|
|
|
24
|
|
|||
Depreciation, depletion and amortization
|
|
13.47
|
|
|
15.01
|
|
|
(1.54
|
)
|
|
(10
|
)
|
|||
Asset retirement obligation accretion
|
|
0.04
|
|
|
0.04
|
|
|
—
|
|
|
—
|
|
|||
Impairments of oil and natural gas properties
|
|
0.74
|
|
|
0.03
|
|
|
0.71
|
|
|
NM
|
|
|||
Exploration expenses
|
|
0.04
|
|
|
0.63
|
|
|
(0.59
|
)
|
|
(94
|
)
|
|||
General and administrative - cash component
|
|
1.60
|
|
|
1.91
|
|
|
(0.31
|
)
|
|
(16
|
)
|
|||
General and administrative - stock comp (2)
|
|
0.94
|
|
|
0.96
|
|
|
(0.02
|
)
|
|
(2
|
)
|
|||
Merger and acquisition costs
|
|
0.49
|
|
|
1.00
|
|
|
(0.51
|
)
|
|
(51
|
)
|
|||
Total operating expenses per Boe
|
|
$
|
25.89
|
|
|
$
|
28.16
|
|
|
$
|
(2.27
|
)
|
|
(8
|
)%
|
|
|
Three Months Ended March 31,
|
|
Change
|
|||||||||||
|
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||
Other income (expense) (in thousands, except percentages):
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Other income, net
|
|
$
|
1,039
|
|
|
$
|
720
|
|
|
$
|
319
|
|
|
44
|
%
|
Net gain on derivative instruments
|
|
2,907
|
|
|
17,121
|
|
|
(14,214
|
)
|
|
(83
|
)%
|
|||
Interest expense
|
|
(22,503
|
)
|
|
(19,224
|
)
|
|
(3,279
|
)
|
|
17
|
%
|
|||
Total other expense
|
|
$
|
(18,557
|
)
|
|
$
|
(1,383
|
)
|
|
$
|
(17,174
|
)
|
|
1,242
|
%
|
(in thousands)
|
|
March 31, 2018
|
||
Revolving Credit Facility elected commitment amount
|
|
$
|
900,000
|
|
Revolving Credit Facility borrowings
|
|
(445,000
|
)
|
|
Letters of credit
|
|
(1,933
|
)
|
|
Available borrowing capacity
|
|
453,067
|
|
|
Cash and cash equivalents
|
|
33,928
|
|
|
Liquidity
|
|
$
|
486,995
|
|
|
|
Three Months Ended March 31,
|
||||||
(in thousands)
|
|
2018
|
|
2017
|
||||
Net cash provided by operating activities
|
|
$
|
177,809
|
|
|
$
|
106,943
|
|
Net cash used in investing activities
|
|
(245,522
|
)
|
|
(735,372
|
)
|
||
Net cash provided by (used in) financing activities
|
|
63,539
|
|
|
(8,087
|
)
|
•
|
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; and
|
•
|
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.
|
•
|
If the Merger is not completed for any reason, including the failure to receive the required approval of our stockholders, our businesses and financial results may be adversely affected, including as follows:
|
•
|
we may experience negative reactions from the financial markets, including negative impacts on the market price of our common stock;
|
•
|
the manner in which customers, vendors, business partners and other third parties perceive the Company may be negatively impacted, which in turn could affect our marketing operations or our ability to compete for new business or obtain renewals in the marketplace more broadly;
|
•
|
we may experience negative reactions from employees; and
|
•
|
we will have expended time and resources that could otherwise have been spent on our existing businesses and the pursuit of other opportunities that could have been beneficial to the Company, and our ongoing business and financial results may be adversely affected.
|
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
|
||||||
January 1, 2018 - January 31, 2018
|
|
69,971
|
|
|
$
|
41.17
|
|
|
—
|
|
|
$
|
—
|
|
February 1, 2018 - February 28, 2018
|
|
76,194
|
|
|
34.12
|
|
|
—
|
|
|
—
|
|
||
March 1, 2018 - March 31, 2018
|
|
25,169
|
|
|
38.97
|
|
|
—
|
|
|
—
|
|
||
Total
|
|
171,334
|
|
|
$
|
37.71
|
|
|
—
|
|
|
$
|
—
|
|
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 SEC 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 SEC 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 SEC on January 13, 2014).
|
|
|
Registration Rights Agreement, dated as of January 23, 2014, among RSP Permian, Inc., 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 SEC on January 29, 2014).
|
|
|
Stockholders’ Agreement, dated as of January 23, 2014, among RSP Permian, Inc., 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 SEC 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 SEC 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 SEC on October 2, 2014).
|
|
|
Registration Rights Agreement, dated as of August 10, 2015, by and among the Company, RSP Permian, L.L.C. and Goldman, Sachs, & Co. (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 August 12, 2015).
|
|
|
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).
|
|
|
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).
|
|
|
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 SEC 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 SEC on December 27, 2016).
|
|
|
Registration Rights Agreement, dated as of December 27, 2016, by and among the Company, RSP Permian, L.L.C., Silver Hill Energy Partners, LLC, and Barclays Capital Inc. and RBC Capital Markets, LLC, as representatives of the several initial purchasers (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 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)
.
|
|
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.
|
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/ Scott McNeill
|
|
|
Scott McNeill
|
|
|
Chief Financial Officer and Director
|
|
|
(Principal Financial Officer)
|
|
Date:
|
May 2, 2018
|
|
|
|
|
|
|
|
By:
|
/s/ Uma L. Datla
|
|
|
Uma L. Datla
|
|
|
Chief Accounting Officer
|
|
|
(Principal Accounting Officer)
|
|
Date:
|
May 2, 2018
|
|
/s/ Steve Gray
|
|
Steve Gray
|
|
Chief Executive Officer and Director
|
|
|
Date:
May 2, 2018
|
|
|
/s/ Scott McNeill
|
|
Scott McNeill
|
|
Chief Financial Officer and Director
|
|
|
Date:
May 2, 2018
|
|
|
/s/ Steve Gray
|
|
Steve Gray
|
|
Chief Executive Officer and Director
|
|
|
|
|
Date:
May 2, 2018
|
|
|
/s/ Scott McNeill
|
|
Scott McNeill
|
|
Chief Financial Officer and Director
|
|
|
|
|
Date:
May 2, 2018
|
|