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ý
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QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended September 30, 2015 OR
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¨
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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Delaware
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73-1521290
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(State or Other Jurisdiction of
Incorporation or Organization)
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(IRS Employer
Identification Number)
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14313 North May Avenue, Suite 100
Oklahoma City, Oklahoma
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73134
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(Address of Principal Executive Offices)
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(Zip Code)
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Title of Each Class
|
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Name of Each Exchange on Which Registered
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Common Stock, par value $0.01 per share
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|
The NASDAQ Stock Market LLC
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Page
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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Item 1.
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Item 1A.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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September 30, 2015
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December 31, 2014
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||||
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(In thousands, except share data)
|
||||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
228,111
|
|
|
$
|
142,340
|
|
Accounts receivable—oil and gas
|
66,271
|
|
|
103,858
|
|
||
Accounts receivable—related parties
|
149
|
|
|
46
|
|
||
Prepaid expenses and other current assets
|
16,156
|
|
|
3,714
|
|
||
Short-term derivative instruments
|
116,100
|
|
|
78,391
|
|
||
Total current assets
|
426,787
|
|
|
328,349
|
|
||
Property and equipment:
|
|
|
|
||||
Oil and natural gas properties, full-cost accounting, $2,018,803 and $1,465,538 excluded from amortization in 2015 and 2014, respectively
|
5,258,762
|
|
|
3,923,154
|
|
||
Other property and equipment
|
27,670
|
|
|
18,344
|
|
||
Accumulated depletion, depreciation, amortization and impairment
|
(1,896,413
|
)
|
|
(1,050,879
|
)
|
||
Property and equipment, net
|
3,390,019
|
|
|
2,890,619
|
|
||
Other assets:
|
|
|
|
||||
Equity investments
|
295,103
|
|
|
369,581
|
|
||
Derivative instruments
|
51,171
|
|
|
24,448
|
|
||
Deferred tax asset
|
27,368
|
|
|
—
|
|
||
Other assets
|
24,982
|
|
|
19,396
|
|
||
Total other assets
|
398,624
|
|
|
413,425
|
|
||
Total assets
|
$
|
4,215,430
|
|
|
$
|
3,632,393
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable and accrued liabilities
|
$
|
312,116
|
|
|
$
|
371,410
|
|
Asset retirement obligation—current
|
75
|
|
|
75
|
|
||
Deferred tax liability
|
38,734
|
|
|
27,070
|
|
||
Short-term derivative instruments
|
2,351
|
|
|
—
|
|
||
Current maturities of long-term debt
|
1,695
|
|
|
168
|
|
||
Total current liabilities
|
354,971
|
|
|
398,723
|
|
||
Long-term derivative instrument
|
3,208
|
|
|
—
|
|
||
Asset retirement obligation—long-term
|
23,073
|
|
|
17,863
|
|
||
Deferred tax liability
|
—
|
|
|
203,195
|
|
||
Long-term debt, net of current maturities
|
963,048
|
|
|
716,316
|
|
||
Total liabilities
|
1,344,300
|
|
|
1,336,097
|
|
||
Commitments and contingencies (Note 9)
|
|
|
|
||||
Preferred stock, $.01 par value; 5,000,000 authorized, 30,000 authorized as redeemable 12% cumulative preferred stock, Series A; 0 issued and outstanding
|
—
|
|
|
—
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Common stock - $.01 par value, 200,000,000 authorized, 108,241,831 issued and outstanding at September 30, 2015 and 85,655,438 at December 31, 2014
|
1,082
|
|
|
856
|
|
||
Paid-in capital
|
2,820,500
|
|
|
1,828,602
|
|
||
Accumulated other comprehensive loss
|
(49,950
|
)
|
|
(26,675
|
)
|
||
Retained earnings
|
99,498
|
|
|
493,513
|
|
||
Total stockholders’ equity
|
2,871,130
|
|
|
2,296,296
|
|
||
Total liabilities and stockholders’ equity
|
$
|
4,215,430
|
|
|
$
|
3,632,393
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(In thousands, except share data)
|
||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Gas sales
|
$
|
179,215
|
|
|
$
|
85,168
|
|
|
$
|
363,656
|
|
|
$
|
139,039
|
|
Oil and condensate sales
|
41,747
|
|
|
58,196
|
|
|
111,712
|
|
|
199,651
|
|
||||
Natural gas liquid sales
|
9,431
|
|
|
27,021
|
|
|
43,396
|
|
|
64,054
|
|
||||
Other income
|
176
|
|
|
419
|
|
|
392
|
|
|
825
|
|
||||
|
230,569
|
|
|
170,804
|
|
|
519,156
|
|
|
403,569
|
|
||||
Costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Lease operating expenses
|
17,568
|
|
|
11,883
|
|
|
51,411
|
|
|
36,192
|
|
||||
Production taxes
|
3,593
|
|
|
5,213
|
|
|
11,163
|
|
|
18,771
|
|
||||
Midstream gathering and processing
|
42,166
|
|
|
18,714
|
|
|
100,451
|
|
|
37,263
|
|
||||
Depreciation, depletion and amortization
|
90,329
|
|
|
72,409
|
|
|
251,393
|
|
|
185,280
|
|
||||
Impairment of oil and gas properties
|
594,776
|
|
|
—
|
|
|
594,776
|
|
|
—
|
|
||||
General and administrative
|
11,001
|
|
|
8,939
|
|
|
31,315
|
|
|
28,832
|
|
||||
Accretion expense
|
212
|
|
|
192
|
|
|
594
|
|
|
569
|
|
||||
Gain on sale of assets
|
—
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
||||
|
759,645
|
|
|
117,350
|
|
|
1,041,103
|
|
|
306,896
|
|
||||
(LOSS) INCOME FROM OPERATIONS
|
(529,076
|
)
|
|
53,454
|
|
|
(521,947
|
)
|
|
96,673
|
|
||||
OTHER (INCOME) EXPENSE:
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
14,124
|
|
|
5,706
|
|
|
34,906
|
|
|
11,993
|
|
||||
Interest income
|
(279
|
)
|
|
(25
|
)
|
|
(536
|
)
|
|
(167
|
)
|
||||
Litigation settlement
|
—
|
|
|
1,500
|
|
|
—
|
|
|
25,500
|
|
||||
Loss (income) from equity method investments
|
61,891
|
|
|
34,477
|
|
|
57,036
|
|
|
(163,567
|
)
|
||||
|
75,736
|
|
|
41,658
|
|
|
91,406
|
|
|
(126,241
|
)
|
||||
(LOSS) INCOME BEFORE INCOME TAXES
|
(604,812
|
)
|
|
11,796
|
|
|
(613,353
|
)
|
|
222,914
|
|
||||
INCOME TAX (BENEFIT) EXPENSE
|
(216,603
|
)
|
|
4,876
|
|
|
(219,338
|
)
|
|
85,584
|
|
||||
NET (LOSS) INCOME
|
$
|
(388,209
|
)
|
|
$
|
6,920
|
|
|
$
|
(394,015
|
)
|
|
$
|
137,330
|
|
NET (LOSS) INCOME PER COMMON SHARE:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(3.59
|
)
|
|
$
|
0.08
|
|
|
$
|
(4.06
|
)
|
|
$
|
1.61
|
|
Diluted
|
$
|
(3.59
|
)
|
|
$
|
0.08
|
|
|
$
|
(4.06
|
)
|
|
$
|
1.60
|
|
Weighted average common shares outstanding—Basic
|
108,217,062
|
|
|
85,506,095
|
|
|
96,935,897
|
|
|
85,405,630
|
|
||||
Weighted average common shares outstanding—Diluted
|
108,217,062
|
|
|
85,907,307
|
|
|
96,935,897
|
|
|
85,790,433
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(In thousands)
|
||||||||||||||
Net (loss) income
|
$
|
(388,209
|
)
|
|
$
|
6,920
|
|
|
$
|
(394,015
|
)
|
|
$
|
137,330
|
|
Foreign currency translation adjustment
|
(11,538
|
)
|
|
(9,536
|
)
|
|
(23,275
|
)
|
|
(9,998
|
)
|
||||
Other comprehensive loss
|
(11,538
|
)
|
|
(9,536
|
)
|
|
(23,275
|
)
|
|
(9,998
|
)
|
||||
Comprehensive (loss) income
|
$
|
(399,747
|
)
|
|
$
|
(2,616
|
)
|
|
$
|
(417,290
|
)
|
|
$
|
127,332
|
|
|
|
|
|
|
Paid-in
Capital
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Retained
Earnings
|
|
Total
Stockholders’
Equity
|
|||||||||||
|
Common Stock
|
|
|
|
|
|||||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
|||||||||||||||
|
(In thousands, except share data)
|
|||||||||||||||||||||
Balance at January 1, 2015
|
85,655,438
|
|
|
$
|
856
|
|
|
$
|
1,828,602
|
|
|
$
|
(26,675
|
)
|
|
$
|
493,513
|
|
|
$
|
2,296,296
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(394,015
|
)
|
|
(394,015
|
)
|
|||||
Other Comprehensive Loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,275
|
)
|
|
—
|
|
|
(23,275
|
)
|
|||||
Stock Compensation
|
—
|
|
|
—
|
|
|
10,556
|
|
|
—
|
|
|
—
|
|
|
10,556
|
|
|||||
Issuance of Common Stock in public offerings, net of related expenses
|
22,425,000
|
|
|
224
|
|
|
981,299
|
|
|
|
|
|
|
981,523
|
|
|||||||
Issuance of Restricted Stock
|
156,393
|
|
|
2
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Issuance of Common Stock through exercise of options
|
5,000
|
|
|
—
|
|
|
45
|
|
|
—
|
|
|
—
|
|
|
45
|
|
|||||
Balance at September 30, 2015
|
108,241,831
|
|
|
$
|
1,082
|
|
|
$
|
2,820,500
|
|
|
$
|
(49,950
|
)
|
|
$
|
99,498
|
|
|
$
|
2,871,130
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at January 1, 2014
|
85,177,532
|
|
|
$
|
851
|
|
|
$
|
1,813,058
|
|
|
$
|
(9,781
|
)
|
|
$
|
246,110
|
|
|
$
|
2,050,238
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
137,330
|
|
|
137,330
|
|
|||||
Other Comprehensive Loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,998
|
)
|
|
—
|
|
|
(9,998
|
)
|
|||||
Stock Compensation
|
—
|
|
|
—
|
|
|
11,246
|
|
|
—
|
|
|
—
|
|
|
11,246
|
|
|||||
Issuance of Restricted Stock
|
159,064
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Issuance of Common Stock through exercise of options
|
194,908
|
|
|
2
|
|
|
652
|
|
|
—
|
|
|
—
|
|
|
654
|
|
|||||
Balance at September 30, 2014
|
85,531,504
|
|
|
$
|
854
|
|
|
$
|
1,824,955
|
|
|
$
|
(19,779
|
)
|
|
$
|
383,440
|
|
|
$
|
2,189,470
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended September 30,
|
||||||
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Cash flows from operating activities:
|
|
|
|
||||
Net (loss) income
|
$
|
(394,015
|
)
|
|
$
|
137,330
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Accretion of discount—Asset Retirement Obligation
|
594
|
|
|
569
|
|
||
Depletion, depreciation and amortization
|
251,393
|
|
|
185,280
|
|
||
Impairment of oil and gas properties
|
594,776
|
|
|
—
|
|
||
Stock-based compensation expense
|
6,334
|
|
|
6,747
|
|
||
Loss (gain) from equity investments
|
64,062
|
|
|
(78,304
|
)
|
||
Interest income - note receivable
|
—
|
|
|
(38
|
)
|
||
Unrealized gain on derivative instruments
|
(58,873
|
)
|
|
(23,049
|
)
|
||
Deferred income tax (benefit) expense
|
(219,338
|
)
|
|
38,566
|
|
||
Amortization of loan commitment fees
|
2,287
|
|
|
1,093
|
|
||
Amortization of note discount and premium
|
(1,611
|
)
|
|
(13
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Decrease (increase) in accounts receivable
|
37,587
|
|
|
(80,767
|
)
|
||
(Increase) decrease in accounts receivable—related party
|
(103
|
)
|
|
2,464
|
|
||
Increase in prepaid expenses
|
(12,442
|
)
|
|
(997
|
)
|
||
(Decrease) increase in accounts payable and accrued liabilities
|
(34,440
|
)
|
|
101,990
|
|
||
Settlement of asset retirement obligation
|
(1,120
|
)
|
|
(4,972
|
)
|
||
Net cash provided by operating activities
|
235,091
|
|
|
285,899
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Deductions to cash held in escrow
|
8
|
|
|
8
|
|
||
Additions to other property and equipment
|
(8,209
|
)
|
|
(3,937
|
)
|
||
Additions to oil and gas properties
|
(1,373,292
|
)
|
|
(1,040,607
|
)
|
||
Proceeds from sale of oil and gas properties
|
18,192
|
|
|
4,198
|
|
||
Proceeds from sale of investments
|
—
|
|
|
197,565
|
|
||
Contributions to equity method investments
|
(13,837
|
)
|
|
(61,750
|
)
|
||
Distributions from equity method investments
|
4,761
|
|
|
476
|
|
||
Net cash used in investing activities
|
(1,372,377
|
)
|
|
(904,047
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Principal payments on borrowings
|
(350,130
|
)
|
|
(115,126
|
)
|
||
Borrowings on line of credit
|
250,000
|
|
|
115,000
|
|
||
Proceeds from bond issuance
|
350,000
|
|
|
318,000
|
|
||
Debt issuance costs and loan commitment fees
|
(8,381
|
)
|
|
(6,453
|
)
|
||
Proceeds from issuance of common stock, net of offering costs and exercise of stock options
|
981,568
|
|
|
654
|
|
||
Net cash provided by financing activities
|
1,223,057
|
|
|
312,075
|
|
||
Net increase (decrease) in cash and cash equivalents
|
85,771
|
|
|
(306,073
|
)
|
||
Cash and cash equivalents at beginning of period
|
142,340
|
|
|
458,956
|
|
||
Cash and cash equivalents at end of period
|
$
|
228,111
|
|
|
$
|
152,883
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
||||
Interest payments
|
$
|
24,195
|
|
|
$
|
11,930
|
|
Income tax payments
|
$
|
29,753
|
|
|
$
|
23,800
|
|
Supplemental disclosure of non-cash transactions:
|
|
|
|
||||
Capitalized stock based compensation
|
$
|
4,222
|
|
|
$
|
4,499
|
|
Asset retirement obligation capitalized
|
$
|
5,736
|
|
|
$
|
5,713
|
|
Interest capitalized
|
$
|
12,041
|
|
|
$
|
9,606
|
|
Foreign currency translation loss on investment in Grizzly Oil Sands ULC
|
$
|
(23,275
|
)
|
|
$
|
(9,998
|
)
|
1.
|
ACQUISITIONS
|
|
|
(In thousands)
|
||
Consideration paid
|
|
|
||
Cash, net of purchase price adjustments
|
|
$
|
405,029
|
|
Fair value of identifiable assets acquired
|
|
|
||
Oil and natural gas properties
|
|
|
||
Proved
|
|
$
|
70,804
|
|
Unevaluated
|
|
334,225
|
|
|
Fair value of net identifiable assets acquired
|
|
$
|
405,029
|
|
2.
|
PROPERTY AND EQUIPMENT
|
|
September 30, 2015
|
|
December 31, 2014
|
||||
|
(In thousands)
|
||||||
Oil and natural gas properties
|
$
|
5,258,762
|
|
|
$
|
3,923,154
|
|
Office furniture and fixtures
|
12,453
|
|
|
10,752
|
|
||
Building
|
11,550
|
|
|
5,398
|
|
||
Land
|
3,667
|
|
|
2,194
|
|
||
Total property and equipment
|
5,286,432
|
|
|
3,941,498
|
|
||
Accumulated depletion, depreciation, amortization and impairment
|
(1,896,413
|
)
|
|
(1,050,879
|
)
|
||
Property and equipment, net
|
$
|
3,390,019
|
|
|
$
|
2,890,619
|
|
|
September 30, 2015
|
||
|
(In thousands)
|
||
Colorado
|
$
|
5,088
|
|
Bakken
|
96
|
|
|
Southern Louisiana
|
342
|
|
|
Ohio
|
2,013,232
|
|
|
Other
|
45
|
|
|
|
$
|
2,018,803
|
|
|
|
||||||
|
September 30, 2015
|
|
September 30, 2014
|
||||
|
(In thousands)
|
||||||
Asset retirement obligation, beginning of period
|
$
|
17,938
|
|
|
$
|
15,083
|
|
Liabilities incurred
|
5,736
|
|
|
5,713
|
|
||
Liabilities settled
|
(1,120
|
)
|
|
(4,972
|
)
|
||
Accretion expense
|
594
|
|
|
569
|
|
||
Asset retirement obligation as of end of period
|
23,148
|
|
|
16,393
|
|
||
Less current portion
|
75
|
|
|
75
|
|
||
Asset retirement obligation, long-term
|
$
|
23,073
|
|
|
$
|
16,318
|
|
3.
|
EQUITY INVESTMENTS
|
|
|
|
Carrying Value
|
|
(Income) loss from equity method investments
|
|||||||||||||||||||||
|
Approximate Ownership %
|
|
September 30, 2015
|
|
December 31, 2014
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
|||||||||||||||||
|
|
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||||||
|
|
|
(In thousands)
|
|||||||||||||||||||||||
Investment in Tatex Thailand II, LLC
|
23.5
|
%
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(475
|
)
|
|
$
|
189
|
|
|
$
|
(475
|
)
|
Investment in Tatex Thailand III, LLC
|
17.9
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
47
|
|
|
—
|
|
|
217
|
|
||||||
Investment in Grizzly Oil Sands ULC
|
24.9999
|
%
|
|
99,490
|
|
|
180,218
|
|
|
58,653
|
|
|
4,633
|
|
|
71,289
|
|
|
8,862
|
|
||||||
Investment in Bison Drilling and Field Services LLC
|
—
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,273
|
)
|
|
—
|
|
|
331
|
|
||||||
Investment in Muskie Proppant LLC
|
—
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55
|
|
|
—
|
|
|
488
|
|
||||||
Investment in Timber Wolf Terminals LLC
|
50.0
|
%
|
|
1,000
|
|
|
1,013
|
|
|
—
|
|
|
7
|
|
|
13
|
|
|
7
|
|
||||||
Investment in Windsor Midstream LLC
|
22.5
|
%
|
|
27,940
|
|
|
13,505
|
|
|
(323
|
)
|
|
(301
|
)
|
|
(18,229
|
)
|
|
(504
|
)
|
||||||
Investment in Stingray Pressure Pumping LLC
|
—
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(351
|
)
|
|
—
|
|
|
1,792
|
|
||||||
Investment in Stingray Cementing LLC
|
50.0
|
%
|
|
2,127
|
|
|
2,647
|
|
|
(12
|
)
|
|
(12
|
)
|
|
160
|
|
|
189
|
|
||||||
Investment in Blackhawk Midstream LLC
|
48.5
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,217
|
)
|
|
(84,787
|
)
|
||||||
Investment in Stingray Logistics LLC
|
—
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(256
|
)
|
|
—
|
|
|
(413
|
)
|
||||||
Investment in Diamondback Energy, Inc.
|
—
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32,412
|
|
|
—
|
|
|
(89,300
|
)
|
||||||
Investment in Stingray Energy Services LLC
|
50.0
|
%
|
|
5,718
|
|
|
5,718
|
|
|
218
|
|
|
(9
|
)
|
|
539
|
|
|
26
|
|
||||||
Investment in Sturgeon Acquisitions LLC
|
25.0
|
%
|
|
22,857
|
|
|
22,507
|
|
|
(257
|
)
|
|
—
|
|
|
(1,316
|
)
|
|
—
|
|
||||||
Investment in Mammoth Energy Partners LP
|
30.5
|
%
|
|
135,971
|
|
|
143,973
|
|
|
3,612
|
|
|
—
|
|
|
11,608
|
|
|
—
|
|
||||||
|
|
|
$
|
295,103
|
|
|
$
|
369,581
|
|
|
$
|
61,891
|
|
|
$
|
34,477
|
|
|
$
|
57,036
|
|
|
$
|
(163,567
|
)
|
|
September 30, 2015
|
|
December 31, 2014
|
||||
|
|
||||||
|
(In thousands)
|
||||||
Current assets
|
$
|
129,284
|
|
|
$
|
181,060
|
|
Noncurrent assets
|
$
|
1,342,679
|
|
|
$
|
1,306,891
|
|
Current liabilities
|
$
|
72,347
|
|
|
$
|
114,506
|
|
Noncurrent liabilities
|
$
|
173,821
|
|
|
$
|
230,062
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(In thousands)
|
||||||||||||||
Gross revenue
|
$
|
100,979
|
|
|
$
|
247,525
|
|
|
$
|
364,669
|
|
|
$
|
625,819
|
|
Net (loss) income
|
$
|
(10,063
|
)
|
|
$
|
35,212
|
|
|
$
|
35,359
|
|
|
$
|
242,816
|
|
4.
|
OTHER ASSETS
|
|
|
||||||
|
September 30, 2015
|
|
December 31, 2014
|
||||
|
(In thousands)
|
||||||
Plugging and abandonment escrow account on the WCBB properties (Note 9)
|
$
|
3,089
|
|
|
$
|
3,097
|
|
Certificates of Deposit securing letter of credit
|
275
|
|
|
275
|
|
||
Prepaid drilling costs
|
98
|
|
|
483
|
|
||
Loan commitment fees
|
21,423
|
|
|
15,390
|
|
||
Deposits
|
34
|
|
|
34
|
|
||
Other
|
63
|
|
|
117
|
|
||
|
$
|
24,982
|
|
|
$
|
19,396
|
|
5.
|
LONG-TERM DEBT
|
|
|
||||||
|
September 30, 2015
|
|
December 31, 2014
|
||||
|
(In thousands)
|
||||||
Revolving credit agreement (1)
|
$
|
—
|
|
|
$
|
100,000
|
|
Building loans (2)
|
1,695
|
|
|
1,826
|
|
||
7.75% senior unsecured notes due 2020 (3)
|
600,000
|
|
|
600,000
|
|
||
6.625% senior unsecured notes due 2023 (4)
|
350,000
|
|
|
—
|
|
||
Unamortized original issue (discount) premium, net (5)
|
13,048
|
|
|
14,658
|
|
||
Construction loan (6)
|
—
|
|
|
—
|
|
||
Less: current maturities of long term debt
|
(1,695
|
)
|
|
(168
|
)
|
||
Debt reflected as long term
|
$
|
963,048
|
|
|
$
|
716,316
|
|
6.
|
COMMON STOCK AND CHANGES IN CAPITALIZATION
|
7.
|
STOCK-BASED COMPENSATION
|
|
Shares
|
|
Weighted
Average
Exercise Price
per Share
|
|
Weighted
Average
Remaining
Contractual Term
|
|
Aggregate
Intrinsic
Value (In thousands)
|
|||||
Options outstanding at December 31, 2014
|
5,000
|
|
|
$
|
9.07
|
|
|
0.69
|
|
$
|
163
|
|
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
(5,000
|
)
|
|
9.07
|
|
|
|
|
124
|
|
||
Forfeited/expired
|
—
|
|
|
—
|
|
|
|
|
|
|||
Options outstanding at September 30, 2015
|
—
|
|
|
$
|
—
|
|
|
0
|
|
$
|
—
|
|
Options exercisable at September 30, 2015
|
—
|
|
|
$
|
—
|
|
|
0
|
|
$
|
—
|
|
|
Number of
Unvested
Restricted Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
|||
Unvested shares as of December 31, 2014
|
387,245
|
|
|
$
|
55.87
|
|
Granted
|
344,955
|
|
|
36.29
|
|
|
Vested
|
(156,393
|
)
|
|
50.19
|
|
|
Forfeited
|
(9,045
|
)
|
|
56.46
|
|
|
Unvested shares as of September 30, 2015
|
566,762
|
|
|
$
|
55.08
|
|
8.
|
EARNINGS PER SHARE
|
|
Three months ended September 30,
|
||||||||||||||||||||
|
2015
|
|
2014
|
||||||||||||||||||
|
Income
|
|
Shares
|
|
Per
Share
|
|
Income
|
|
Shares
|
|
Per
Share
|
||||||||||
|
(In thousands, except share data)
|
||||||||||||||||||||
Basic:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net (loss) income
|
$
|
(388,209
|
)
|
|
108,217,062
|
|
|
$
|
(3.59
|
)
|
|
$
|
6,920
|
|
|
85,506,095
|
|
|
$
|
0.08
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Stock options and awards
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
401,212
|
|
|
|
||||||
Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net (loss) income
|
$
|
(388,209
|
)
|
|
108,217,062
|
|
|
$
|
(3.59
|
)
|
|
$
|
6,920
|
|
|
85,907,307
|
|
|
$
|
0.08
|
|
|
Nine months ended September 30,
|
||||||||||||||||||||
|
2015
|
|
2014
|
||||||||||||||||||
|
Income
|
|
Shares
|
|
Per
Share
|
|
Income
|
|
Shares
|
|
Per
Share
|
||||||||||
|
(In thousands, except share data)
|
||||||||||||||||||||
Basic:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net (loss) income
|
$
|
(394,015
|
)
|
|
96,935,897
|
|
|
$
|
(4.06
|
)
|
|
$
|
137,330
|
|
|
85,405,630
|
|
|
$
|
1.61
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Stock options and awards
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
384,803
|
|
|
|
||||||
Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net (loss) income
|
$
|
(394,015
|
)
|
|
96,935,897
|
|
|
$
|
(4.06
|
)
|
|
$
|
137,330
|
|
|
85,790,433
|
|
|
$
|
1.60
|
|
9.
|
COMMITMENTS AND CONTINGENCIES
|
10.
|
HEDGING ACTIVITIES
|
|
Daily Volume
(Bbls/day)
|
|
Weighted
Average Price
|
|||
October 2015 - June 2016
|
2,500
|
|
|
$
|
62.38
|
|
|
Daily Volume (MMBtu/day)
|
|
Weighted
Average Price
|
|||
October 2015
|
322,500
|
|
|
$
|
3.79
|
|
November 2015 - December 2015
|
282,500
|
|
|
$
|
3.91
|
|
January 2016 - March 2016
|
377,500
|
|
|
$
|
3.63
|
|
April 2016
|
367,500
|
|
|
$
|
3.62
|
|
May 2016 - December 2016
|
297,500
|
|
|
$
|
3.52
|
|
January 2017 - June 2017
|
182,500
|
|
|
$
|
3.59
|
|
July 2017 - December 2017
|
120,000
|
|
|
$
|
3.40
|
|
January 2018 - December 2018
|
70,000
|
|
|
$
|
3.35
|
|
January 2019 - March 2019
|
20,000
|
|
|
$
|
3.37
|
|
|
Daily Volume
(Gal/day)
|
|
Weighted
Average Price
|
|||
October 2015 - December 2016
|
42,000
|
|
|
$
|
0.48
|
|
|
Daily Volume (MMBtu/day)
|
|
Hedged Differential
|
|||
October 2015
|
40,000
|
|
|
$
|
0.02
|
|
November 2015 - March 2016
|
70,000
|
|
|
$
|
0.11
|
|
April 2016 - December 2016
|
40,000
|
|
|
$
|
0.02
|
|
|
(In thousands)
|
||
Short-term derivative instruments - asset
|
$
|
116,100
|
|
Long-term derivative instruments - asset
|
$
|
51,171
|
|
Short-term derivative instruments - liability
|
$
|
2,351
|
|
Long-term derivative instruments - liability
|
$
|
3,208
|
|
11.
|
FAIR VALUE MEASUREMENTS
|
|
September 30, 2015
|
||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||
|
(In thousands)
|
||||||||||
Assets:
|
|
|
|
|
|
||||||
Derivative Instruments
|
$
|
167,271
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
||||||
Derivative Instruments
|
$
|
5,559
|
|
|
$
|
—
|
|
|
$
|
—
|
|
12.
|
FAIR VALUE OF FINANCIAL INSTRUMENTS
|
13.
|
CONDENSED CONSOLIDATING FINANCIAL INFORMATION
|
|
September 30, 2015
|
||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Non-Guarantor
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
226,161
|
|
|
$
|
1,949
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
228,111
|
|
Accounts receivable - oil and gas
|
66,228
|
|
|
43
|
|
|
—
|
|
|
—
|
|
|
66,271
|
|
|||||
Accounts receivable - related parties
|
149
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
149
|
|
|||||
Accounts receivable - intercompany
|
334,886
|
|
|
55
|
|
|
—
|
|
|
(334,941
|
)
|
|
—
|
|
|||||
Prepaid expenses and other current assets
|
16,156
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,156
|
|
|||||
Short-term derivative instruments
|
116,100
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
116,100
|
|
|||||
Total current assets
|
759,680
|
|
|
2,047
|
|
|
1
|
|
|
(334,941
|
)
|
|
426,787
|
|
|||||
Property and equipment:
|
|
|
|
|
|
|
|
|
|
||||||||||
Oil and natural gas properties, full-cost accounting
|
4,934,813
|
|
|
324,678
|
|
|
—
|
|
|
(729
|
)
|
|
5,258,762
|
|
|||||
Other property and equipment
|
27,627
|
|
|
43
|
|
|
—
|
|
|
—
|
|
|
27,670
|
|
|||||
Accumulated depletion, depreciation, amortization and impairment
|
(1,896,385
|
)
|
|
(28
|
)
|
|
—
|
|
|
—
|
|
|
(1,896,413
|
)
|
|||||
Property and equipment, net
|
3,066,055
|
|
|
324,693
|
|
|
—
|
|
|
(729
|
)
|
|
3,390,019
|
|
|||||
Other assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity investments and investments in subsidiaries
|
285,980
|
|
|
—
|
|
|
99,489
|
|
|
(90,366
|
)
|
|
295,103
|
|
|||||
Derivative instruments
|
51,171
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
51,171
|
|
|||||
Deferred tax asset
|
27,368
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27,368
|
|
|||||
Other assets
|
24,982
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,982
|
|
|||||
Total other assets
|
389,501
|
|
|
—
|
|
|
99,489
|
|
|
(90,366
|
)
|
|
398,624
|
|
|||||
Total assets
|
$
|
4,215,236
|
|
|
$
|
326,740
|
|
|
$
|
99,490
|
|
|
$
|
(426,036
|
)
|
|
$
|
4,215,430
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities and Stockholders' Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable and accrued liabilities
|
$
|
311,922
|
|
|
$
|
194
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
312,116
|
|
Accounts payable - intercompany
|
—
|
|
|
334,817
|
|
|
124
|
|
|
(334,941
|
)
|
|
—
|
|
|||||
Asset retirement obligation - current
|
75
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
75
|
|
|||||
Deferred tax liability - current
|
38,734
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38,734
|
|
|||||
Short-term derivative instruments
|
2,351
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,351
|
|
|||||
Current maturities of long-term debt
|
1,695
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,695
|
|
|||||
Total current liabilities
|
354,777
|
|
|
335,011
|
|
|
124
|
|
|
(334,941
|
)
|
|
354,971
|
|
|||||
Long-term derivative instrument
|
3,208
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,208
|
|
|||||
Asset retirement obligation - long-term
|
23,073
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,073
|
|
|||||
Long-term debt, net of current maturities
|
963,048
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
963,048
|
|
|||||
Total liabilities
|
1,344,106
|
|
|
335,011
|
|
|
124
|
|
|
(334,941
|
)
|
|
1,344,300
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Stockholders' equity:
|
|
|
|
|
|
|
|
|
|
||||||||||
Common stock
|
1,082
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,082
|
|
|||||
Paid-in capital
|
2,820,500
|
|
|
322
|
|
|
240,916
|
|
|
(241,238
|
)
|
|
2,820,500
|
|
|||||
Accumulated other comprehensive (loss) income
|
(49,950
|
)
|
|
—
|
|
|
(49,950
|
)
|
|
49,950
|
|
|
(49,950
|
)
|
|||||
Retained earnings (accumulated deficit)
|
99,498
|
|
|
(8,593
|
)
|
|
(91,600
|
)
|
|
100,193
|
|
|
99,498
|
|
|||||
Total stockholders' equity
|
2,871,130
|
|
|
(8,271
|
)
|
|
99,366
|
|
|
(91,095
|
)
|
|
2,871,130
|
|
|||||
Total liabilities and stockholders' equity
|
$
|
4,215,236
|
|
|
$
|
326,740
|
|
|
$
|
99,490
|
|
|
$
|
(426,036
|
)
|
|
$
|
4,215,430
|
|
|
December 31, 2014
|
||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Non-Guarantor
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
141,535
|
|
|
$
|
804
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
142,340
|
|
Accounts receivable - oil and gas
|
103,762
|
|
|
96
|
|
|
—
|
|
|
—
|
|
|
103,858
|
|
|||||
Accounts receivable - related parties
|
46
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
46
|
|
|||||
Accounts receivable - intercompany
|
45,222
|
|
|
27
|
|
|
—
|
|
|
(45,249
|
)
|
|
—
|
|
|||||
Prepaid expenses and other current assets
|
3,714
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,714
|
|
|||||
Short-term derivative instruments
|
78,391
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
78,391
|
|
|||||
Total current assets
|
372,670
|
|
|
927
|
|
|
1
|
|
|
(45,249
|
)
|
|
328,349
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Property and equipment:
|
|
|
|
|
|
|
|
|
|
||||||||||
Oil and natural gas properties, full-cost accounting,
|
3,887,874
|
|
|
35,990
|
|
|
—
|
|
|
(710
|
)
|
|
3,923,154
|
|
|||||
Other property and equipment
|
18,301
|
|
|
43
|
|
|
—
|
|
|
—
|
|
|
18,344
|
|
|||||
Accumulated depletion, depreciation, amortization and impairment
|
(1,050,855
|
)
|
|
(24
|
)
|
|
—
|
|
|
—
|
|
|
(1,050,879
|
)
|
|||||
Property and equipment, net
|
2,855,320
|
|
|
36,009
|
|
|
—
|
|
|
(710
|
)
|
|
2,890,619
|
|
|||||
Other assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity investments and investments in subsidiaries
|
360,238
|
|
|
—
|
|
|
180,217
|
|
|
(170,874
|
)
|
|
369,581
|
|
|||||
Derivative instruments
|
24,448
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,448
|
|
|||||
Other assets
|
19,396
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,396
|
|
|||||
Total other assets
|
404,082
|
|
|
—
|
|
|
180,217
|
|
|
(170,874
|
)
|
|
413,425
|
|
|||||
Total assets
|
$
|
3,632,072
|
|
|
$
|
36,936
|
|
|
$
|
180,218
|
|
|
$
|
(216,833
|
)
|
|
$
|
3,632,393
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities and Stockholders' Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable and accrued liabilities
|
$
|
371,089
|
|
|
$
|
321
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
371,410
|
|
Accounts payable - intercompany
|
—
|
|
|
45,143
|
|
|
106
|
|
|
(45,249
|
)
|
|
—
|
|
|||||
Asset retirement obligation - current
|
75
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
75
|
|
|||||
Deferred tax liability
|
27,070
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27,070
|
|
|||||
Current maturities of long-term debt
|
168
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
168
|
|
|||||
Total current liabilities
|
398,402
|
|
|
45,464
|
|
|
106
|
|
|
(45,249
|
)
|
|
398,723
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Asset retirement obligation - long-term
|
17,863
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,863
|
|
|||||
Deferred tax liability
|
203,195
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
203,195
|
|
|||||
Long-term debt, net of current maturities
|
716,316
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
716,316
|
|
|||||
Total liabilities
|
1,335,776
|
|
|
45,464
|
|
|
106
|
|
|
(45,249
|
)
|
|
1,336,097
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Stockholders' equity:
|
|
|
|
|
|
|
|
|
|
||||||||||
Common stock
|
856
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
856
|
|
|||||
Paid-in capital
|
1,828,602
|
|
|
322
|
|
|
227,079
|
|
|
(227,401
|
)
|
|
1,828,602
|
|
|||||
Accumulated other comprehensive (loss) income
|
(26,675
|
)
|
|
—
|
|
|
(26,675
|
)
|
|
26,675
|
|
|
(26,675
|
)
|
|||||
Retained earnings (accumulated deficit)
|
493,513
|
|
|
(8,850
|
)
|
|
(20,292
|
)
|
|
29,142
|
|
|
493,513
|
|
|||||
Total stockholders' equity
|
2,296,296
|
|
|
(8,528
|
)
|
|
180,112
|
|
|
(171,584
|
)
|
|
2,296,296
|
|
|||||
Total liabilities and stockholders' equity
|
$
|
3,632,072
|
|
|
$
|
36,936
|
|
|
$
|
180,218
|
|
|
$
|
(216,833
|
)
|
|
$
|
3,632,393
|
|
|
Three months ended September 30, 2015
|
||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Non-Guarantor
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
$
|
230,282
|
|
|
$
|
287
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
230,569
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Lease operating expenses
|
17,358
|
|
|
210
|
|
|
—
|
|
|
—
|
|
|
17,568
|
|
|||||
Production taxes
|
3,570
|
|
|
23
|
|
|
—
|
|
|
—
|
|
|
3,593
|
|
|||||
Midstream gathering and processing
|
42,139
|
|
|
27
|
|
|
—
|
|
|
—
|
|
|
42,166
|
|
|||||
Depreciation, depletion, and amortization
|
90,327
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
90,329
|
|
|||||
Impairment of oil and gas properties
|
594,776
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
594,776
|
|
|||||
General and administrative
|
10,999
|
|
|
6
|
|
|
(4
|
)
|
|
—
|
|
|
11,001
|
|
|||||
Accretion expense
|
212
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
212
|
|
|||||
|
759,381
|
|
|
268
|
|
|
(4
|
)
|
|
—
|
|
|
759,645
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
(LOSS) INCOME FROM OPERATIONS
|
(529,099
|
)
|
|
19
|
|
|
4
|
|
|
—
|
|
|
(529,076
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
OTHER (INCOME) EXPENSE:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
14,124
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,124
|
|
|||||
Interest income
|
(279
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(279
|
)
|
|||||
Loss (income) from equity method investments and investments in subsidiaries
|
61,868
|
|
|
—
|
|
|
58,653
|
|
|
(58,630
|
)
|
|
61,891
|
|
|||||
|
75,713
|
|
|
—
|
|
|
58,653
|
|
|
(58,630
|
)
|
|
75,736
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
(LOSS) INCOME BEFORE INCOME TAXES
|
(604,812
|
)
|
|
19
|
|
|
(58,649
|
)
|
|
58,630
|
|
|
(604,812
|
)
|
|||||
INCOME TAX BENEFIT
|
(216,603
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(216,603
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
NET (LOSS) INCOME
|
$
|
(388,209
|
)
|
|
$
|
19
|
|
|
$
|
(58,649
|
)
|
|
$
|
58,630
|
|
|
$
|
(388,209
|
)
|
|
Three months ended September 30, 2014
|
||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Non-Guarantor
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
$
|
170,284
|
|
|
$
|
520
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
170,804
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Lease operating expenses
|
11,628
|
|
|
255
|
|
|
—
|
|
|
—
|
|
|
11,883
|
|
|||||
Production taxes
|
5,154
|
|
|
59
|
|
|
—
|
|
|
—
|
|
|
5,213
|
|
|||||
Midstream gathering and processing
|
18,694
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
18,714
|
|
|||||
Depreciation, depletion, and amortization
|
72,408
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
72,409
|
|
|||||
General and administrative
|
8,909
|
|
|
29
|
|
|
1
|
|
|
—
|
|
|
8,939
|
|
|||||
Accretion expense
|
192
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
192
|
|
|||||
|
116,985
|
|
|
364
|
|
|
1
|
|
|
—
|
|
|
117,350
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
INCOME (LOSS) FROM OPERATIONS
|
53,299
|
|
|
156
|
|
|
(1
|
)
|
|
—
|
|
|
53,454
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
OTHER (INCOME) EXPENSE:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
5,706
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,706
|
|
|||||
Interest income
|
(25
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
|||||
Litigation settlement
|
1,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,500
|
|
|||||
Loss (income) from equity method investments and investments in subsidiaries
|
34,322
|
|
|
—
|
|
|
4,633
|
|
|
(4,478
|
)
|
|
34,477
|
|
|||||
|
41,503
|
|
|
—
|
|
|
4,633
|
|
|
(4,478
|
)
|
|
41,658
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
INCOME (LOSS) BEFORE INCOME TAXES
|
11,796
|
|
|
156
|
|
|
(4,634
|
)
|
|
4,478
|
|
|
11,796
|
|
|||||
INCOME TAX EXPENSE
|
4,876
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,876
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
NET INCOME (LOSS)
|
$
|
6,920
|
|
|
$
|
156
|
|
|
$
|
(4,634
|
)
|
|
$
|
4,478
|
|
|
$
|
6,920
|
|
|
Nine months ended September 30, 2015
|
||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Non-Guarantor
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
$
|
518,141
|
|
|
$
|
1,015
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
519,156
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Lease operating expenses
|
50,830
|
|
|
581
|
|
|
—
|
|
|
—
|
|
|
51,411
|
|
|||||
Production taxes
|
11,083
|
|
|
80
|
|
|
—
|
|
|
—
|
|
|
11,163
|
|
|||||
Midstream gathering and processing
|
100,405
|
|
|
46
|
|
|
—
|
|
|
—
|
|
|
100,451
|
|
|||||
Depreciation, depletion, and amortization
|
251,389
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
251,393
|
|
|||||
Impairment of oil and gas properties
|
594,776
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
594,776
|
|
|||||
General and administrative
|
31,248
|
|
|
47
|
|
|
20
|
|
|
—
|
|
|
31,315
|
|
|||||
Accretion expense
|
594
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
594
|
|
|||||
|
1,040,325
|
|
|
758
|
|
|
20
|
|
|
—
|
|
|
1,041,103
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
(LOSS) INCOME FROM OPERATIONS
|
(522,184
|
)
|
|
257
|
|
|
(20
|
)
|
|
—
|
|
|
(521,947
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
OTHER (INCOME) EXPENSE:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
34,906
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34,906
|
|
|||||
Interest income
|
(536
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(536
|
)
|
|||||
Loss (income) from equity method investments and investments in subsidiaries
|
56,799
|
|
|
—
|
|
|
71,289
|
|
|
(71,052
|
)
|
|
57,036
|
|
|||||
|
91,169
|
|
|
—
|
|
|
71,289
|
|
|
(71,052
|
)
|
|
91,406
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
(LOSS) INCOME BEFORE INCOME TAXES
|
(613,353
|
)
|
|
257
|
|
|
(71,309
|
)
|
|
71,052
|
|
|
(613,353
|
)
|
|||||
INCOME TAX BENEFIT
|
(219,338
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(219,338
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
NET (LOSS) INCOME
|
$
|
(394,015
|
)
|
|
$
|
257
|
|
|
$
|
(71,309
|
)
|
|
$
|
71,052
|
|
|
$
|
(394,015
|
)
|
|
Nine months ended September 30, 2014
|
||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Non-Guarantor
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
$
|
402,148
|
|
|
$
|
1,421
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
403,569
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Lease operating expenses
|
35,466
|
|
|
726
|
|
|
—
|
|
|
—
|
|
|
36,192
|
|
|||||
Production taxes
|
18,620
|
|
|
151
|
|
|
—
|
|
|
—
|
|
|
18,771
|
|
|||||
Midstream gathering and processing
|
37,209
|
|
|
54
|
|
|
—
|
|
|
—
|
|
|
37,263
|
|
|||||
Depreciation, depletion, and amortization
|
185,278
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
185,280
|
|
|||||
General and administrative
|
28,743
|
|
|
91
|
|
|
(2
|
)
|
|
—
|
|
|
28,832
|
|
|||||
Accretion expense
|
569
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
569
|
|
|||||
Gain on sale of assets
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|||||
|
305,874
|
|
|
1,024
|
|
|
(2
|
)
|
|
—
|
|
|
306,896
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
INCOME FROM OPERATIONS
|
96,274
|
|
|
397
|
|
|
2
|
|
|
—
|
|
|
96,673
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
OTHER (INCOME) EXPENSE:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
11,993
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,993
|
|
|||||
Interest income
|
(167
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(167
|
)
|
|||||
Litigation settlement
|
25,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,500
|
|
|||||
(Income) loss from equity method investments and investments in subsidiaries
|
(163,966
|
)
|
|
—
|
|
|
8,862
|
|
|
(8,463
|
)
|
|
(163,567
|
)
|
|||||
|
(126,640
|
)
|
|
—
|
|
|
8,862
|
|
|
(8,463
|
)
|
|
(126,241
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
INCOME (LOSS) BEFORE INCOME TAXES
|
222,914
|
|
|
397
|
|
|
(8,860
|
)
|
|
8,463
|
|
|
222,914
|
|
|||||
INCOME TAX EXPENSE
|
85,584
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
85,584
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
NET INCOME (LOSS)
|
$
|
137,330
|
|
|
$
|
397
|
|
|
$
|
(8,860
|
)
|
|
$
|
8,463
|
|
|
$
|
137,330
|
|
|
Three months ended September 30, 2015
|
||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Non-Guarantor
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net (loss) income
|
$
|
(388,209
|
)
|
|
$
|
19
|
|
|
$
|
(58,649
|
)
|
|
$
|
58,630
|
|
|
$
|
(388,209
|
)
|
Foreign currency translation adjustment
|
(11,538
|
)
|
|
—
|
|
|
(11,538
|
)
|
|
11,538
|
|
|
(11,538
|
)
|
|||||
Other comprehensive (loss) income
|
(11,538
|
)
|
|
—
|
|
|
(11,538
|
)
|
|
11,538
|
|
|
(11,538
|
)
|
|||||
Comprehensive (loss) income
|
$
|
(399,747
|
)
|
|
$
|
19
|
|
|
$
|
(70,187
|
)
|
|
$
|
70,168
|
|
|
$
|
(399,747
|
)
|
|
Three months ended September 30, 2014
|
||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Non-Guarantor
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
||||||||||||||||||
Net income (loss)
|
$
|
6,920
|
|
|
$
|
156
|
|
|
$
|
(4,634
|
)
|
|
$
|
4,478
|
|
|
$
|
6,920
|
|
Foreign currency translation adjustment
|
(9,536
|
)
|
|
—
|
|
|
(9,536
|
)
|
|
9,536
|
|
|
(9,536
|
)
|
|||||
Other comprehensive (loss) income
|
(9,536
|
)
|
|
—
|
|
|
(9,536
|
)
|
|
9,536
|
|
|
(9,536
|
)
|
|||||
Comprehensive (loss) income
|
$
|
(2,616
|
)
|
|
$
|
156
|
|
|
$
|
(14,170
|
)
|
|
$
|
14,014
|
|
|
$
|
(2,616
|
)
|
|
Nine months ended September 30, 2015
|
||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Non-Guarantor
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net (loss) income
|
$
|
(394,015
|
)
|
|
$
|
257
|
|
|
$
|
(71,309
|
)
|
|
$
|
71,052
|
|
|
$
|
(394,015
|
)
|
Foreign currency translation adjustment
|
(23,275
|
)
|
|
—
|
|
|
(23,275
|
)
|
|
23,275
|
|
|
(23,275
|
)
|
|||||
Other comprehensive (loss) income
|
(23,275
|
)
|
|
—
|
|
|
(23,275
|
)
|
|
23,275
|
|
|
(23,275
|
)
|
|||||
Comprehensive (loss) income
|
$
|
(417,290
|
)
|
|
$
|
257
|
|
|
$
|
(94,584
|
)
|
|
$
|
94,327
|
|
|
$
|
(417,290
|
)
|
|
Nine months ended September 30, 2014
|
||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Non-Guarantor
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
||||||||||||||||||
Net income (loss)
|
$
|
137,330
|
|
|
$
|
397
|
|
|
$
|
(8,860
|
)
|
|
$
|
8,463
|
|
|
$
|
137,330
|
|
Foreign currency translation adjustment
|
(9,998
|
)
|
|
—
|
|
|
(9,998
|
)
|
|
9,998
|
|
|
(9,998
|
)
|
|||||
Other comprehensive (loss) income
|
(9,998
|
)
|
|
—
|
|
|
(9,998
|
)
|
|
9,998
|
|
|
(9,998
|
)
|
|||||
Comprehensive income (loss)
|
$
|
127,332
|
|
|
$
|
397
|
|
|
$
|
(18,858
|
)
|
|
$
|
18,461
|
|
|
$
|
127,332
|
|
|
Nine months ended September 30, 2015
|
||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Non-Guarantor
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
247,447
|
|
|
$
|
(12,356
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
235,091
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash (used in) provided by investing activities
|
(1,385,878
|
)
|
|
13,501
|
|
|
(13,837
|
)
|
|
13,837
|
|
|
(1,372,377
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in) financing activities
|
1,223,057
|
|
|
—
|
|
|
13,837
|
|
|
(13,837
|
)
|
|
1,223,057
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net increase in cash and cash equivalents
|
84,626
|
|
|
1,145
|
|
|
—
|
|
|
—
|
|
|
85,771
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents at beginning of period
|
141,535
|
|
|
804
|
|
|
1
|
|
|
—
|
|
|
142,340
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents at end of period
|
$
|
226,161
|
|
|
$
|
1,949
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
228,111
|
|
|
Nine months ended September 30, 2014
|
||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Non-Guarantor
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
286,500
|
|
|
$
|
(598
|
)
|
|
$
|
(3
|
)
|
|
$
|
—
|
|
|
$
|
285,899
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash (used in) provided by investing activities
|
(897,527
|
)
|
|
(6,523
|
)
|
|
(16,569
|
)
|
|
16,572
|
|
|
(904,047
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in) financing activities
|
312,075
|
|
|
—
|
|
|
16,572
|
|
|
(16,572
|
)
|
|
312,075
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net decrease in cash and cash equivalents
|
(298,952
|
)
|
|
(7,121
|
)
|
|
—
|
|
|
—
|
|
|
(306,073
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents at beginning of period
|
451,431
|
|
|
7,525
|
|
|
—
|
|
|
—
|
|
|
458,956
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents at end of period
|
$
|
152,479
|
|
|
$
|
404
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
152,883
|
|
14.
|
RECENT ACCOUNTING PRONOUNCEMENTS
|
15.
|
SUBSEQUENT EVENTS
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
Net production increased
155%
to
59,530
net million cubic feet of natural gas equivalent, or MMcfe, for the three months ended
September 30, 2015
from
23,367
MMcfe for the three months ended
September 30, 2014
.
|
•
|
During the three months ended
September 30, 2015
, we spud 15 gross (12.6 net) wells, participated in an additional five gross (1.1 net) wells that were drilled by other operators on our Utica Shale acreage and recompleted 25 gross and net wells. Of our 15 new wells spud at
September 30, 2015
, 11 were in various stages of completion and four were being drilled. In addition, we turned-to-sales 16 gross (15.4 net) wells during the three months ended
September 30, 2015
.
|
•
|
On April 15, 2015, we entered into an agreement to acquire Paloma Partners III, LLC, or Paloma, for a total purchase price of approximately $301.9 million, subject to closing adjustments. Paloma holds approximately 24,000 net nonproducing acres in the Utica Shale of Ohio. This transaction closed on August 31, 2015.
|
•
|
On April 21, 2015, we issued 10,925,000 shares of our common stock in an underwritten public offering (which included 1,425,000 shares sold pursuant to an option to purchase additional shares of our common stock granted to and exercised by the underwriters in full). The net proceeds from the equity offering (including the net proceeds from the sale of the shares of common stock to the underwriters under their option to purchase additional shares) were approximately $501.9 million. We used a portion of these net proceeds, together with a portion of the net proceeds from our concurrent senior notes offering described below, to repay all borrowings outstanding at that time under our senior secured revolving credit facility and to fund the acquisition of Paloma and intend to use the remaining funds from this offering for general corporate purposes, including the funding of a portion of our 2015 capital development plans.
|
•
|
On April 21 2015, we issued $350.0 million in aggregate principal amount of our 6.625% senior unsecured notes due 2023, resulting in net proceeds to us of $343.6 million.
|
•
|
On June 12, 2015, we issued 11,500,000 shares of our common stock in an underwritten public offering (which included 1,500,000 shares sold pursuant to an option to purchase additional shares of our common stock granted to and exercised by the underwriters in full). The net proceeds from the equity offering (including the net proceeds from the sale of the shares of common stock to the underwriters under their option to purchase additional shares) were approximately $479.8 million. We used a portion of these net proceeds to fund the acquisition of certain acreage and other assets in the Utica Shale in Ohio from American Energy - Utica, LLC, or AEU, described below and intend to use the remaining funds for general corporate purposes, including the funding of a portion of our 2015 capital development plans.
|
•
|
As of June 8, 2015, we completed the acquisition of 6,198 gross and net acres located in Belmont and Jefferson Counties, Ohio from AEU for a purchase price of approximately $68.2 million, subject to adjustment, in a transaction we refer to as the Belmont/Jefferson acquisition. This acreage is located near or adjacent to the acreage included in our acquisition of Paloma. This newly acquired Belmont and Jefferson County acreage is undeveloped.
|
•
|
On June 12, 2015, we completed the acquisition of 38,965 gross (27,228 net) acres located in Monroe County, Ohio, which we refer to as the Monroe County Acreage, 14.6 MMcf per day of average net production (estimated for April 2015), 18 gross (11.3 net) drilled but uncompleted wells, an 11 mile gas gathering system and a four well pad location from AEU for a total purchase price of approximately $319.0 million, which we refer to as the Monroe Acquisition. We used a portion of the net proceeds from our June 2015 equity offering described above to fund the Monroe Acquisition. The Monroe County Acreage has a net revenue interest of approximately 84% and is approximately 85% held by production by a ten well per year drilling commitment. On June 29, 2015, we acquired an additional 4,950 gross (1,900 net) acres in Monroe County for an additional approximately $18.2 million from AEU.
|
•
|
the quality and quantity of available data;
|
•
|
the interpretation of that data;
|
•
|
the accuracy of various mandated economic assumptions; and
|
•
|
the judgments of the individuals preparing the estimates.
|
|
Three months ended September 30,
|
||||||
|
2015
|
|
2014
|
||||
Oil production volumes (MBbls)
|
732
|
|
|
571
|
|
||
Gas production volumes (MMcf)
|
48,124
|
|
|
16,557
|
|
||
Natural gas liquids production volumes (MGal)
|
49,094
|
|
|
23,672
|
|
||
Gas equivalents (MMcfe)
|
59,530
|
|
|
23,367
|
|
||
Average oil price (per Bbl)
|
$
|
57.02
|
|
|
$
|
101.84
|
|
Average gas price (per Mcf)
|
$
|
3.72
|
|
|
$
|
5.14
|
|
Average natural gas liquids (per Gal)
|
$
|
0.19
|
|
|
$
|
1.14
|
|
Gas equivalents (per Mcfe)
|
$
|
3.87
|
|
|
$
|
7.29
|
|
|
Nine months ended September 30,
|
||||||
|
2015
|
|
2014
|
||||
Oil production volumes (MBbls)
|
2,225
|
|
|
2,008
|
|
||
Gas production volumes (MMcf)
|
107,208
|
|
|
33,191
|
|
||
Natural gas liquids production volumes (MGal)
|
142,093
|
|
|
51,446
|
|
||
Gas equivalents (MMcfe)
|
140,856
|
|
|
52,586
|
|
||
Average oil price (per Bbl)
|
$
|
50.21
|
|
|
$
|
99.45
|
|
Average gas price (per Mcf)
|
$
|
3.39
|
|
|
$
|
4.19
|
|
Average natural gas liquids (per Gal)
|
$
|
0.31
|
|
|
$
|
1.25
|
|
Gas equivalents (per Mcfe)
|
$
|
3.68
|
|
|
$
|
7.66
|
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
|
Daily Volume (Bbls/day)
|
|
Weighted Average Price
|
|||
Fixed Price Swaps:
|
|
|
|
|||
October 2015 - June 2016
|
2,500
|
|
|
$
|
62.38
|
|
|
Daily Volume (MMBtu/day)
|
|
Weighted Average Price
|
|||
Fixed Price Swaps and Swaptions:
|
|
|
|
|||
October 2015
|
322,500
|
|
|
$
|
3.79
|
|
November 2015 - December 2015
|
282,500
|
|
|
$
|
3.91
|
|
January 2016 - March 2016
|
377,500
|
|
|
$
|
3.63
|
|
April 2016
|
367,500
|
|
|
$
|
3.62
|
|
May 2016 - December 2016
|
297,500
|
|
|
$
|
3.52
|
|
January 2017 - June 2017
|
182,500
|
|
|
$
|
3.59
|
|
July 2017 - December 2017
|
120,000
|
|
|
$
|
3.40
|
|
January 2018 - December 2018
|
70,000
|
|
|
$
|
3.35
|
|
January 2019 - March 2019
|
20,000
|
|
|
$
|
3.37
|
|
|
Daily Volume (Gal/day)
|
|
Weighted Average Price
|
|||
Fixed Price Swaps:
|
|
|
|
|||
October 2015 - December 2016
|
42,000
|
|
|
$
|
0.48
|
|
|
Daily Volume (MMBtu/day)
|
|
Hedged Differential
|
|||
Basis Swaps:
|
|
|
|
|||
October 2015
|
40,000
|
|
|
$
|
0.02
|
|
November 2015 - March 2016
|
70,000
|
|
|
$
|
0.11
|
|
April 2016 - December 2016
|
40,000
|
|
|
$
|
0.02
|
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 1A.
|
RISK FACTORS
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
(a)
|
None.
|
(b)
|
Not Applicable.
|
(c)
|
We do not have a share repurchase program, and during the three months ended
September 30, 2015
, we did not purchase any shares of our common stock.
|
ITEM 3.
|
DEFAULTS UPON SENIOR SECURITIES
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
OTHER INFORMATION
|
ITEM 6.
|
EXHIBITS
|
Exhibit
Number
|
|
Description
|
|
|
|
2.1
|
|
Contribution Agreement, dated May 7, 2012, by and between the Company and Diamondback Energy, Inc. (incorporated by reference to Exhibit 10.1 to the Form 8-K, File No. 000-19514, filed by the Company with the SEC on May 8, 2012).
|
|
|
|
2.2
|
|
Purchase and Sale Agreement, dated December 17, 2012, by and between Windsor Ohio LLC, as seller, and Gulfport Energy Corporation, as purchaser (incorporated by reference to Exhibit 2.1 to the Form 8-K, File No. 000-19514, filed by the Company with the SEC on December 18, 2012).
|
|
|
|
2.3
|
|
Amendment, dated December 19, 2012, to the Purchase and Sale Agreement, dated December 17, 2012, by and between Windsor Ohio LLC, as seller, and Gulfport Energy Corporation, as purchaser (incorporated by reference to Exhibit 2.1 to the Form 8-K, File No. 000-19514, filed by the Company with the SEC on December 20, 2012).
|
|
|
|
2.4
|
|
Purchase and Sale Agreement, dated February 11, 2013, by and between Windsor Ohio, LLC, as seller, and Gulfport Energy Corporation, as purchaser (incorporated by reference to Exhibit 2.1 to the Form 8-K, File No. 000-19514, filed by the Company with the SEC on February 15, 2013).
|
|
|
|
3.1
|
|
Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Form 8-K, File No. 000-19514, filed by the Company with the SEC on April 26, 2006).
|
|
|
|
3.2
|
|
Certificate of Amendment No. 1 to Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to Form 10-Q, File No. 000-19514, filed by the Company with the SEC on November 6, 2009).
|
|
|
|
3.3
|
|
Certificate of Amendment No. 2 to Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Form 8-K, File No. 000-19514, filed by the Company with the SEC on July 23, 2013).
|
|
|
|
3.4
|
|
Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Form 8-K, File No. 000-19514, filed by the Company with the SEC on July 12, 2006).
|
|
|
|
3.5
|
|
First Amendment to the Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Form 8-K, File No. 000-19514, filed by the Company with the SEC on July 23, 2013).
|
|
|
|
3.6
|
|
Second Amendment to the Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Form 8-K, File No. 000-19514, filed by the Company on May 2, 2014).
|
|
|
|
4.1
|
|
Form of Common Stock certificate (incorporated by reference to Exhibit 4.1 to Amendment No. 2 to the Registration Statement on Form SB-2, File No. 333-115396, filed by the Company with the SEC on July 22, 2004).
|
|
|
|
4.2
|
|
Indenture, dated as of October 17, 2012, among Gulfport Energy Corporation, subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as trustee (including the form of Gulfport Energy Corporation's 7.750% Senior Note Due November 1, 2020) (incorporated by reference to Exhibit 4.1 to the Form 8-K, File No. 000-19514, filed by the Company with the SEC on October 23, 2012).
|
|
|
|
4.3
|
|
First Supplemental Indenture, dated December 21, 2012, among Gulfport Energy Corporation, subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Form 8-K, File No. 000-19514, filed by the Company with the SEC on December 26, 2012).
|
|
|
|
4.4
|
|
Second Supplemental Indenture, dated as of August 18, 2014, among Gulfport Energy Corporation, subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.3 to the Form 8-K, File No. 000-19514, filed by the Company with the SEC on August 19, 2014).
|
|
|
|
*
|
Filed herewith.
|
+
|
Management contract, compensatory plan or arrangement.
|
#
|
Confidential treatment requested as to certain portions, which portions have been omitted and filed separately with the SEC.
|
GULFPORT ENERGY CORPORATION
|
||
|
|
|
By:
|
|
/s/ Keri Crowell
|
|
|
Keri Crowell
Chief Accounting Officer
|
a.
|
Base Sand Price
= [*]
1
Dollars ($[*]
1
) per ton (take or pay cost)
|
b.
|
Floating Sand Price Floor
= [*]
1
($[*]
1
) per ton
|
c.
|
Escalation Index Floor
= [*]
1
Dollars and [*]
1
Cents ($[*]
1
) / [*]
1
|
d.
|
Floating Sand Price Ceiling
= [*]
1
Dollars ($[*]
1
) per ton
|
e.
|
Escalation Index Ceiling
= [*]
1
Dollars ($[*]
1
) / [*]
1
|
SELLER:
|
CUSTOMER:
|
Muskie Proppant, LLC
|
Gulfport Energy Corporation
|
By:
/s/ Marc McCarthy
Name: Marc McCarthy
Title: Chairman
|
By:
/s/ Michael G. Moore
Name: Michael G. Moore
Title: Chief Executive Officer & President
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
|
|
/s/ Michael G. Moore
|
|
Michael G. Moore
|
|
Chief Executive Officer and President
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
|
|
/s/ Aaron Gaydosik
|
|
Aaron Gaydosik
|
|
Chief Financial Officer
|
(1)
|
the
Quarterly Report
on Form
10-Q
of the Company for the
quarterly period
ended
September 30, 2015
(the “Report”) fully complies with the requirements of Section 13 (a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ Michael G. Moore
|
|
Michael G. Moore
|
|
Chief Executive Officer and President
|
(1)
|
the
Quarterly Report
on Form
10-Q
of the Company for the
quarterly period
ended
September 30, 2015
(the “Report”) fully complies with the requirements of Section 13 (a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ Aaron Gaydosik
|
|
Aaron Gaydosik
|
|
Chief Financial Officer
|