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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 March 31, 2016 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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March 31, 2016
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December 31, 2015
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||||
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(In thousands, except share data)
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||||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
454,377
|
|
|
$
|
112,974
|
|
Accounts receivable—oil and gas
|
78,501
|
|
|
71,872
|
|
||
Accounts receivable—related parties
|
17
|
|
|
16
|
|
||
Prepaid expenses and other current assets
|
2,755
|
|
|
3,905
|
|
||
Short-term derivative instruments
|
152,211
|
|
|
142,794
|
|
||
Total current assets
|
687,861
|
|
|
331,561
|
|
||
Property and equipment:
|
|
|
|
||||
Oil and natural gas properties, full-cost accounting, $1,782,295 and $1,817,701 excluded from amortization in 2016 and 2015, respectively
|
5,506,570
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|
|
5,424,342
|
|
||
Other property and equipment
|
40,576
|
|
|
33,171
|
|
||
Accumulated depletion, depreciation, amortization and impairment
|
(3,112,767
|
)
|
|
(2,829,110
|
)
|
||
Property and equipment, net
|
2,434,379
|
|
|
2,628,403
|
|
||
Other assets:
|
|
|
|
||||
Equity investments
|
244,601
|
|
|
242,393
|
|
||
Long-term derivative instruments
|
42,455
|
|
|
51,088
|
|
||
Deferred tax asset
|
76,327
|
|
|
74,925
|
|
||
Other assets
|
17,036
|
|
|
6,364
|
|
||
Total other assets
|
380,419
|
|
|
374,770
|
|
||
Total assets
|
$
|
3,502,659
|
|
|
$
|
3,334,734
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable and accrued liabilities
|
$
|
235,834
|
|
|
$
|
265,128
|
|
Asset retirement obligation—current
|
75
|
|
|
75
|
|
||
Short-term derivative instruments
|
5,715
|
|
|
437
|
|
||
Deferred tax liability
|
51,908
|
|
|
50,697
|
|
||
Current maturities of long-term debt
|
—
|
|
|
179
|
|
||
Total current liabilities
|
293,532
|
|
|
316,516
|
|
||
Long-term derivative instrument
|
10,127
|
|
|
6,935
|
|
||
Asset retirement obligation—long-term
|
28,471
|
|
|
26,362
|
|
||
Long-term debt, net of current maturities
|
949,740
|
|
|
946,084
|
|
||
Total liabilities
|
1,281,870
|
|
|
1,295,897
|
|
||
Commitments and contingencies (Note 10)
|
|
|
|
||||
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, 125,327,560 issued and outstanding at March 31, 2016 and 108,322,250 at December 31, 2015
|
1,252
|
|
|
1,082
|
|
||
Paid-in capital
|
3,239,294
|
|
|
2,824,303
|
|
||
Accumulated other comprehensive loss
|
(46,119
|
)
|
|
(55,177
|
)
|
||
Retained deficit
|
(973,638
|
)
|
|
(731,371
|
)
|
||
Total stockholders’ equity
|
2,220,789
|
|
|
2,038,837
|
|
||
Total liabilities and stockholders’ equity
|
$
|
3,502,659
|
|
|
$
|
3,334,734
|
|
|
Three months ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands, except share data)
|
||||||
Revenues:
|
|
|
|
||||
Gas sales
|
$
|
131,094
|
|
|
$
|
118,570
|
|
Oil and condensate sales
|
17,121
|
|
|
35,500
|
|
||
Natural gas liquid sales
|
8,746
|
|
|
22,007
|
|
||
Other income
|
2
|
|
|
240
|
|
||
|
156,963
|
|
|
176,317
|
|
||
Costs and expenses:
|
|
|
|
||||
Lease operating expenses
|
16,657
|
|
|
16,980
|
|
||
Production taxes
|
3,111
|
|
|
4,285
|
|
||
Midstream gathering and processing
|
37,652
|
|
|
25,381
|
|
||
Depreciation, depletion and amortization
|
65,477
|
|
|
89,909
|
|
||
Impairment of oil and gas properties
|
218,991
|
|
|
—
|
|
||
General and administrative
|
10,620
|
|
|
10,799
|
|
||
Accretion expense
|
247
|
|
|
190
|
|
||
|
352,755
|
|
|
147,544
|
|
||
(LOSS) INCOME FROM OPERATIONS
|
(195,792
|
)
|
|
28,773
|
|
||
OTHER (INCOME) EXPENSE:
|
|
|
|
||||
Interest expense
|
16,023
|
|
|
8,759
|
|
||
Interest income
|
(94
|
)
|
|
(9
|
)
|
||
Loss (income) from equity method investments
|
30,737
|
|
|
(19,975
|
)
|
||
|
46,666
|
|
|
(11,225
|
)
|
||
(LOSS) INCOME BEFORE INCOME TAXES
|
(242,458
|
)
|
|
39,998
|
|
||
INCOME TAX (BENEFIT) EXPENSE
|
(191
|
)
|
|
14,479
|
|
||
NET (LOSS) INCOME
|
$
|
(242,267
|
)
|
|
$
|
25,519
|
|
NET (LOSS) INCOME PER COMMON SHARE:
|
|
|
|
||||
Basic
|
$
|
(2.17
|
)
|
|
$
|
0.30
|
|
Diluted
|
$
|
(2.17
|
)
|
|
$
|
0.30
|
|
Weighted average common shares outstanding—Basic
|
111,509,585
|
|
|
85,679,606
|
|
||
Weighted average common shares outstanding—Diluted
|
111,509,585
|
|
|
86,120,030
|
|
|
Three months ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Net (loss) income
|
$
|
(242,267
|
)
|
|
$
|
25,519
|
|
Foreign currency translation adjustment
|
9,058
|
|
|
(14,984
|
)
|
||
Other comprehensive income (loss)
|
9,058
|
|
|
(14,984
|
)
|
||
Comprehensive (loss) income
|
$
|
(233,209
|
)
|
|
$
|
10,535
|
|
|
|
|
|
|
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, 2016
|
108,322,250
|
|
|
$
|
1,082
|
|
|
$
|
2,824,303
|
|
|
$
|
(55,177
|
)
|
|
$
|
(731,371
|
)
|
|
$
|
2,038,837
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(242,267
|
)
|
|
(242,267
|
)
|
|||||
Other Comprehensive Income
|
—
|
|
|
—
|
|
|
—
|
|
|
9,058
|
|
|
—
|
|
|
9,058
|
|
|||||
Stock Compensation
|
—
|
|
|
—
|
|
|
3,341
|
|
|
—
|
|
|
—
|
|
|
3,341
|
|
|||||
Issuance of Common Stock in public offerings, net of related expenses
|
16,905,000
|
|
|
169
|
|
|
411,651
|
|
|
—
|
|
|
—
|
|
|
411,820
|
|
|||||
Issuance of Restricted Stock
|
100,310
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Balance at March 31, 2016
|
125,327,560
|
|
|
$
|
1,252
|
|
|
$
|
3,239,294
|
|
|
$
|
(46,119
|
)
|
|
$
|
(973,638
|
)
|
|
$
|
2,220,789
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at January 1, 2015
|
85,655,438
|
|
|
$
|
856
|
|
|
$
|
1,828,602
|
|
|
$
|
(26,675
|
)
|
|
$
|
493,513
|
|
|
$
|
2,296,296
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,519
|
|
|
25,519
|
|
|||||
Other Comprehensive Loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,984
|
)
|
|
—
|
|
|
(14,984
|
)
|
|||||
Stock Compensation
|
—
|
|
|
—
|
|
|
3,462
|
|
|
—
|
|
|
—
|
|
|
3,462
|
|
|||||
Issuance of Restricted Stock
|
60,381
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Balance at March 31, 2015
|
85,715,819
|
|
|
$
|
857
|
|
|
$
|
1,832,063
|
|
|
$
|
(41,659
|
)
|
|
$
|
519,032
|
|
|
$
|
2,310,293
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Cash flows from operating activities:
|
|
|
|
||||
Net (loss) income
|
$
|
(242,267
|
)
|
|
$
|
25,519
|
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
|
|
|
|
||||
Accretion of discount—Asset Retirement Obligation
|
247
|
|
|
190
|
|
||
Depletion, depreciation and amortization
|
65,477
|
|
|
89,909
|
|
||
Impairment of oil and gas properties
|
218,991
|
|
|
—
|
|
||
Stock-based compensation expense
|
2,005
|
|
|
2,077
|
|
||
Loss (gain) from equity investments
|
30,896
|
|
|
(12,759
|
)
|
||
Loss (gain) on derivative instruments
|
7,685
|
|
|
(31,324
|
)
|
||
Deferred income tax (benefit) expense
|
(191
|
)
|
|
14,479
|
|
||
Amortization of loan commitment fees
|
946
|
|
|
617
|
|
||
Amortization of note discount and premium
|
(563
|
)
|
|
(528
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
(Increase) decrease in accounts receivable
|
(6,629
|
)
|
|
24,178
|
|
||
(Increase) decrease in accounts receivable—related party
|
(1
|
)
|
|
13
|
|
||
Decrease (increase) in prepaid expenses
|
1,150
|
|
|
(12,063
|
)
|
||
Increase (decrease) in accounts payable and accrued liabilities
|
6,080
|
|
|
(290
|
)
|
||
Settlement of asset retirement obligation
|
(52
|
)
|
|
(981
|
)
|
||
Net cash provided by operating activities
|
83,774
|
|
|
99,037
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Deductions to cash held in escrow
|
—
|
|
|
8
|
|
||
Additions to other property and equipment
|
(5,183
|
)
|
|
(632
|
)
|
||
Additions to oil and gas properties
|
(151,293
|
)
|
|
(226,905
|
)
|
||
Proceeds from sale of oil and gas properties
|
630
|
|
|
1,314
|
|
||
Contributions to equity method investments
|
(1,821
|
)
|
|
(6,093
|
)
|
||
Distributions from equity method investments
|
138
|
|
|
817
|
|
||
Net cash used in investing activities
|
(157,529
|
)
|
|
(231,491
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Principal payments on borrowings
|
(1,685
|
)
|
|
(50,045
|
)
|
||
Borrowings on line of credit
|
—
|
|
|
115,000
|
|
||
Borrowings on term loan
|
5,041
|
|
|
—
|
|
||
Debt issuance costs and loan commitment fees
|
(116
|
)
|
|
(101
|
)
|
||
Proceeds from issuance of common stock, net of offering costs and exercise of stock options
|
411,918
|
|
|
—
|
|
||
Net cash provided by financing activities
|
415,158
|
|
|
64,854
|
|
||
Net increase (decrease) in cash and cash equivalents
|
341,403
|
|
|
(67,600
|
)
|
||
Cash and cash equivalents at beginning of period
|
112,974
|
|
|
142,340
|
|
||
Cash and cash equivalents at end of period
|
$
|
454,377
|
|
|
$
|
74,740
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
||||
Interest payments
|
$
|
80
|
|
|
$
|
240
|
|
Income tax payments
|
$
|
—
|
|
|
$
|
29,750
|
|
Supplemental disclosure of non-cash transactions:
|
|
|
|
||||
Capitalized stock based compensation
|
$
|
1,336
|
|
|
$
|
1,385
|
|
Asset retirement obligation capitalized
|
$
|
1,914
|
|
|
$
|
1,584
|
|
Interest capitalized
|
$
|
1,862
|
|
|
$
|
3,694
|
|
Foreign currency translation gain (loss) on equity method investments
|
$
|
9,058
|
|
|
$
|
(14,984
|
)
|
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
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
|
(In thousands)
|
||||||
Oil and natural gas properties
|
$
|
5,506,570
|
|
|
$
|
5,424,342
|
|
Office furniture and fixtures
|
12,866
|
|
|
12,589
|
|
||
Building
|
24,043
|
|
|
16,915
|
|
||
Land
|
3,667
|
|
|
3,667
|
|
||
Total property and equipment
|
5,547,146
|
|
|
5,457,513
|
|
||
Accumulated depletion, depreciation, amortization and impairment
|
(3,112,767
|
)
|
|
(2,829,110
|
)
|
||
Property and equipment, net
|
$
|
2,434,379
|
|
|
$
|
2,628,403
|
|
|
March 31, 2016
|
||
|
(In thousands)
|
||
Utica
|
$
|
1,776,830
|
|
Niobrara
|
4,923
|
|
|
Southern Louisiana
|
401
|
|
|
Bakken
|
96
|
|
|
Other
|
45
|
|
|
|
$
|
1,782,295
|
|
|
March 31, 2016
|
|
March 31, 2015
|
||||
|
(In thousands)
|
||||||
Asset retirement obligation, beginning of period
|
$
|
26,437
|
|
|
$
|
17,938
|
|
Liabilities incurred
|
1,914
|
|
|
1,584
|
|
||
Liabilities settled
|
(52
|
)
|
|
(981
|
)
|
||
Accretion expense
|
247
|
|
|
190
|
|
||
Asset retirement obligation as of end of period
|
28,546
|
|
|
18,731
|
|
||
Less current portion
|
75
|
|
|
75
|
|
||
Asset retirement obligation, long-term
|
$
|
28,471
|
|
|
$
|
18,656
|
|
3.
|
EQUITY INVESTMENTS
|
|
|
|
Carrying value
|
|
Loss (income) from equity method investments
|
|||||||||||||
|
Approximate ownership %
|
|
March 31, 2016
|
|
December 31, 2015
|
|
Three months ended March 31,
|
|||||||||||
|
|
|
|
2016
|
|
2015
|
||||||||||||
|
|
|
(In thousands)
|
|||||||||||||||
Investment in Tatex Thailand II, LLC
|
23.5
|
%
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(159
|
)
|
|
$
|
—
|
|
Investment in Tatex Thailand III, LLC
|
17.9
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Investment in Grizzly Oil Sands ULC
|
24.9999
|
%
|
|
39,054
|
|
|
50,645
|
|
|
23,685
|
|
|
4,142
|
|
||||
Investment in Timber Wolf Terminals LLC
|
50.0
|
%
|
|
996
|
|
|
999
|
|
|
3
|
|
|
6
|
|
||||
Investment in Windsor Midstream LLC
|
22.5
|
%
|
|
27,985
|
|
|
27,955
|
|
|
(167
|
)
|
|
(18,787
|
)
|
||||
Investment in Stingray Cementing LLC
|
50.0
|
%
|
|
2,461
|
|
|
2,487
|
|
|
30
|
|
|
67
|
|
||||
Investment in Blackhawk Midstream LLC
|
48.5
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,217
|
)
|
||||
Investment in Stingray Energy Services LLC
|
50.0
|
%
|
|
5,254
|
|
|
5,908
|
|
|
502
|
|
|
10
|
|
||||
Investment in Sturgeon Acquisitions LLC
|
25.0
|
%
|
|
22,393
|
|
|
22,769
|
|
|
377
|
|
|
(568
|
)
|
||||
Investment in Mammoth Energy Partners LP
|
30.5
|
%
|
|
123,958
|
|
|
131,630
|
|
|
6,466
|
|
|
2,372
|
|
||||
Investment in Strike Force Midstream LLC
|
25.0
|
%
|
|
22,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
$
|
244,601
|
|
|
$
|
242,393
|
|
|
$
|
30,737
|
|
|
$
|
(19,975
|
)
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
|
|
||||||
|
(In thousands)
|
||||||
Current assets
|
$
|
104,967
|
|
|
$
|
105,537
|
|
Noncurrent assets
|
$
|
1,299,086
|
|
|
$
|
1,293,925
|
|
Current liabilities
|
$
|
67,044
|
|
|
$
|
56,559
|
|
Noncurrent liabilities
|
$
|
151,246
|
|
|
$
|
155,995
|
|
4.
|
VARIABLE INTEREST ENTITIES
|
5.
|
OTHER ASSETS
|
|
|
||||||
|
March 31, 2016
|
|
December 31, 2015
|
||||
|
(In thousands)
|
||||||
Plugging and abandonment escrow account on the WCBB properties (Note 10)
|
$
|
3,089
|
|
|
$
|
3,089
|
|
Certificates of Deposit securing letter of credit
|
276
|
|
|
276
|
|
||
Prepaid drilling costs
|
10,842
|
|
|
58
|
|
||
Loan commitment fees
|
2,736
|
|
|
2,870
|
|
||
Deposits
|
34
|
|
|
34
|
|
||
Other
|
59
|
|
|
37
|
|
||
|
$
|
17,036
|
|
|
$
|
6,364
|
|
6.
|
LONG-TERM DEBT
|
|
|
||||||
|
March 31, 2016
|
|
December 31, 2015
|
||||
|
(In thousands)
|
||||||
Revolving credit agreement (1)
|
$
|
—
|
|
|
$
|
—
|
|
Building loan (2)
|
—
|
|
|
1,653
|
|
||
7.75% senior unsecured notes due 2020 (3)
|
600,000
|
|
|
600,000
|
|
||
6.625% senior unsecured notes due 2023 (4)
|
350,000
|
|
|
350,000
|
|
||
Net unamortized original issue (discount) premium, net (5)
|
11,930
|
|
|
12,493
|
|
||
Net unamortized debt issuance costs (6)
|
(17,231
|
)
|
|
(17,883
|
)
|
||
Construction loan (7)
|
5,041
|
|
|
—
|
|
||
Less: current maturities of long term debt
|
—
|
|
|
(179
|
)
|
||
Debt reflected as long term
|
$
|
949,740
|
|
|
$
|
946,084
|
|
7.
|
COMMON STOCK AND CHANGES IN CAPITALIZATION
|
8.
|
STOCK-BASED COMPENSATION
|
|
Number of
Unvested
Restricted Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
|||
Unvested shares as of January 1, 2016
|
484,239
|
|
|
$
|
43.51
|
|
Granted
|
236,084
|
|
|
27.30
|
|
|
Vested
|
(100,310
|
)
|
|
45.00
|
|
|
Forfeited
|
(4,212
|
)
|
|
36.69
|
|
|
Unvested shares as of March 31, 2016
|
615,801
|
|
|
$
|
37.10
|
|
9.
|
EARNINGS PER SHARE
|
|
Three months ended March 31,
|
||||||||||||||||||||
|
2016
|
|
2015
|
||||||||||||||||||
|
Income
|
|
Shares
|
|
Per
Share
|
|
Income
|
|
Shares
|
|
Per
Share
|
||||||||||
|
(In thousands, except share data)
|
||||||||||||||||||||
Basic:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net (loss) income
|
$
|
(242,267
|
)
|
|
111,509,585
|
|
|
$
|
(2.17
|
)
|
|
$
|
25,519
|
|
|
85,679,606
|
|
|
$
|
0.30
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Stock options and awards
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
440,424
|
|
|
|
||||||
Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net (loss) income
|
$
|
(242,267
|
)
|
|
111,509,585
|
|
|
$
|
(2.17
|
)
|
|
$
|
25,519
|
|
|
86,120,030
|
|
|
$
|
0.30
|
|
10.
|
COMMITMENTS AND CONTINGENCIES
|
|
(In thousands)
|
||
Remaining 2016
|
$
|
593
|
|
2017
|
583
|
|
|
2018
|
54
|
|
|
Total
|
$
|
1,230
|
|
11.
|
DERIVATIVE INSTRUMENTS
|
|
Location
|
Daily Volume
(Bbls/day) |
|
Weighted
Average Price |
|||
April 2016 - June 2016
|
ARGUS LLS
|
1,500
|
|
|
$
|
63.03
|
|
April 2016 - June 2016
|
NYMEX WTI
|
1,000
|
|
|
$
|
61.40
|
|
|
Location
|
Daily Volume (MMBtu/day)
|
|
Weighted
Average Price |
|||
April 2016
|
NYMEX Henry Hub
|
570,000
|
|
|
$
|
3.23
|
|
May 2016 - June 2016
|
NYMEX Henry Hub
|
510,000
|
|
|
$
|
3.10
|
|
July 2016
|
NYMEX Henry Hub
|
530,000
|
|
|
$
|
3.09
|
|
August 2016 - September 2016
|
NYMEX Henry Hub
|
540,000
|
|
|
$
|
3.07
|
|
October 2016
|
NYMEX Henry Hub
|
570,000
|
|
|
$
|
3.05
|
|
November 2016 - December 2016
|
NYMEX Henry Hub
|
525,000
|
|
|
$
|
3.18
|
|
January 2017 - March 2017
|
NYMEX Henry Hub
|
412,500
|
|
|
$
|
3.13
|
|
April 2017 - June 2017
|
NYMEX Henry Hub
|
367,500
|
|
|
$
|
3.15
|
|
July 2017 - December 2017
|
NYMEX Henry Hub
|
305,000
|
|
|
$
|
2.99
|
|
January 2018 - December 2018
|
NYMEX Henry Hub
|
160,000
|
|
|
$
|
3.01
|
|
January 2019 - March 2019
|
NYMEX Henry Hub
|
20,000
|
|
|
$
|
3.37
|
|
|
Location
|
Daily Volume
(Bbls/day) |
|
Weighted
Average Price |
|||
April 2016 - December 2016
|
Mont Belvieu
|
1,500
|
|
|
$
|
19.95
|
|
|
Location
|
Daily Volume (MMBtu/day)
|
|
Weighted Average Price
|
|||
January 2017 - March 2017
|
NYMEX Henry Hub
|
105,000
|
|
|
$
|
3.27
|
|
April 2017 - December 2017
|
NYMEX Henry Hub
|
125,000
|
|
|
$
|
3.21
|
|
January 2018 - March 2018
|
NYMEX Henry Hub
|
20,000
|
|
|
$
|
2.91
|
|
|
Location
|
Daily Volume (MMBtu/day)
|
|
Hedged Differential
|
|||
April 2016 - December 2016
|
MichCon
|
40,000
|
|
|
$
|
0.02
|
|
November 2016 - March 2017
|
Tetco M2
|
50,000
|
|
|
$
|
(0.59
|
)
|
|
Loss (gain) on derivative instruments
|
||||||
|
Three months ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Gas sales
|
$
|
(1,709
|
)
|
|
$
|
29,196
|
|
Oil and condensate sales
|
(5,062
|
)
|
|
2,128
|
|
||
Natural gas liquids sales
|
(914
|
)
|
|
—
|
|
||
Total
|
$
|
(7,685
|
)
|
|
$
|
31,324
|
|
12.
|
FAIR VALUE MEASUREMENTS
|
|
March 31, 2016
|
||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||
|
(In thousands)
|
||||||||||
Assets:
|
|
|
|
|
|
||||||
Derivative Instruments
|
$
|
—
|
|
|
$
|
194,666
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
||||||
Derivative Instruments
|
$
|
—
|
|
|
$
|
15,842
|
|
|
$
|
—
|
|
13.
|
FAIR VALUE OF FINANCIAL INSTRUMENTS
|
14.
|
CONDENSED CONSOLIDATING FINANCIAL INFORMATION
|
|
March 31, 2016
|
||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Non-Guarantor
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
453,743
|
|
|
$
|
634
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
454,377
|
|
Accounts receivable - oil and gas
|
78,419
|
|
|
2,324
|
|
|
—
|
|
|
(2,242
|
)
|
|
78,501
|
|
|||||
Accounts receivable - related parties
|
17
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|||||
Accounts receivable - intercompany
|
341,062
|
|
|
661
|
|
|
—
|
|
|
(341,723
|
)
|
|
—
|
|
|||||
Prepaid expenses and other current assets
|
2,755
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,755
|
|
|||||
Short-term derivative instruments
|
152,211
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
152,211
|
|
|||||
Total current assets
|
1,028,207
|
|
|
3,619
|
|
|
—
|
|
|
(343,965
|
)
|
|
687,861
|
|
|||||
Property and equipment:
|
|
|
|
|
|
|
|
|
|
||||||||||
Oil and natural gas properties, full-cost accounting
|
5,174,684
|
|
|
332,615
|
|
|
—
|
|
|
(729
|
)
|
|
5,506,570
|
|
|||||
Other property and equipment
|
40,533
|
|
|
43
|
|
|
—
|
|
|
—
|
|
|
40,576
|
|
|||||
Accumulated depletion, depreciation, amortization and impairment
|
(3,112,737
|
)
|
|
(30
|
)
|
|
—
|
|
|
—
|
|
|
(3,112,767
|
)
|
|||||
Property and equipment, net
|
2,102,480
|
|
|
332,628
|
|
|
—
|
|
|
(729
|
)
|
|
2,434,379
|
|
|||||
Other assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity investments
|
234,063
|
|
|
22,500
|
|
|
39,054
|
|
|
(51,016
|
)
|
|
244,601
|
|
|||||
Long-term derivative instruments
|
42,455
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42,455
|
|
|||||
Deferred tax asset
|
76,327
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
76,327
|
|
|||||
Other assets
|
17,038
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
17,036
|
|
|||||
Total other assets
|
369,883
|
|
|
22,498
|
|
|
39,054
|
|
|
(51,016
|
)
|
|
380,419
|
|
|||||
Total assets
|
$
|
3,500,570
|
|
|
$
|
358,745
|
|
|
$
|
39,054
|
|
|
$
|
(395,710
|
)
|
|
$
|
3,502,659
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities and Stockholders' Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable and accrued liabilities
|
$
|
233,745
|
|
|
$
|
4,801
|
|
|
$
|
—
|
|
|
$
|
(2,712
|
)
|
|
$
|
235,834
|
|
Accounts payable - intercompany
|
—
|
|
|
341,128
|
|
|
125
|
|
|
(341,253
|
)
|
|
—
|
|
|||||
Asset retirement obligation - current
|
75
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
75
|
|
|||||
Short-term derivative instruments
|
5,715
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,715
|
|
|||||
Deferred tax liability
|
51,908
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
51,908
|
|
|||||
Total current liabilities
|
291,443
|
|
|
345,929
|
|
|
125
|
|
|
(343,965
|
)
|
|
293,532
|
|
|||||
Long-term derivative instrument
|
10,127
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,127
|
|
|||||
Asset retirement obligation - long-term
|
28,471
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28,471
|
|
|||||
Long-term debt
|
949,740
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
949,740
|
|
|||||
Total liabilities
|
1,279,781
|
|
|
345,929
|
|
|
125
|
|
|
(343,965
|
)
|
|
1,281,870
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Stockholders' equity:
|
|
|
|
|
|
|
|
|
|
||||||||||
Common stock
|
1,252
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,252
|
|
|||||
Paid-in capital
|
3,239,294
|
|
|
22,822
|
|
|
243,374
|
|
|
(266,196
|
)
|
|
3,239,294
|
|
|||||
Accumulated other comprehensive (loss) income
|
(46,119
|
)
|
|
—
|
|
|
(44,903
|
)
|
|
44,903
|
|
|
(46,119
|
)
|
|||||
Retained (deficit) earnings
|
(973,638
|
)
|
|
(10,006
|
)
|
|
(159,542
|
)
|
|
169,548
|
|
|
(973,638
|
)
|
|||||
Total stockholders' equity
|
2,220,789
|
|
|
12,816
|
|
|
38,929
|
|
|
(51,745
|
)
|
|
2,220,789
|
|
|||||
Total liabilities and stockholders' equity
|
$
|
3,500,570
|
|
|
$
|
358,745
|
|
|
$
|
39,054
|
|
|
$
|
(395,710
|
)
|
|
$
|
3,502,659
|
|
|
December 31, 2015
|
|||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Non-Guarantor
|
|
Eliminations
|
|
Consolidated
|
|||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|||||||||||
Cash and cash equivalents
|
$
|
112,494
|
|
|
$
|
479
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
112,974
|
|
|
Accounts receivable - oil and gas
|
72,241
|
|
|
54
|
|
|
—
|
|
|
(423
|
)
|
|
71,872
|
|
||||||
Accounts receivable - related parties
|
16
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
||||||
Accounts receivable - intercompany
|
326,475
|
|
|
60
|
|
|
—
|
|
|
(326,535
|
)
|
|
—
|
|
||||||
Prepaid expenses and other current assets
|
3,905
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,905
|
|
||||||
Short-term derivative instruments
|
142,794
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
142,794
|
|
||||||
Total current assets
|
657,925
|
|
|
593
|
|
|
1
|
|
|
(326,958
|
)
|
|
331,561
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Property and equipment:
|
|
|
|
|
|
|
|
|
|
|||||||||||
Oil and natural gas properties, full-cost accounting,
|
5,108,258
|
|
|
316,813
|
|
|
—
|
|
|
(729
|
)
|
|
5,424,342
|
|
||||||
Other property and equipment
|
33,128
|
|
|
43
|
|
|
—
|
|
|
—
|
|
|
33,171
|
|
||||||
Accumulated depletion, depreciation, amortization and impairment
|
(2,829,081
|
)
|
|
(29
|
)
|
|
—
|
|
|
—
|
|
|
(2,829,110
|
)
|
||||||
Property and equipment, net
|
2,312,305
|
|
|
316,827
|
|
|
—
|
|
|
(729
|
)
|
|
2,628,403
|
|
||||||
Other assets:
|
|
|
|
|
|
|
|
|
|
|||||||||||
Equity investments
|
231,892
|
|
|
—
|
|
|
50,644
|
|
|
(40,143
|
)
|
|
242,393
|
|
||||||
Long-term derivative instruments
|
51,088
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
51,088
|
|
||||||
Deferred tax assets
|
74,925
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
74,925
|
|
||||||
Other assets
|
6,364
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,364
|
|
||||||
Total other assets
|
364,269
|
|
|
—
|
|
|
50,644
|
|
|
(40,143
|
)
|
|
374,770
|
|
||||||
Total assets
|
$
|
3,334,499
|
|
|
$
|
317,420
|
|
|
$
|
50,645
|
|
|
$
|
(367,830
|
)
|
|
$
|
3,334,734
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Liabilities and Stockholders' Equity
|
|
|
|
|
|
|
|
|
|
|||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|||||||||||
Accounts payable and accrued liabilities
|
$
|
264,893
|
|
|
$
|
527
|
|
|
$
|
—
|
|
|
$
|
(292
|
)
|
|
$
|
265,128
|
|
|
Accounts payable - intercompany
|
—
|
|
|
326,541
|
|
|
124
|
|
|
(326,665
|
)
|
|
—
|
|
||||||
Asset retirement obligation - current
|
75
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
75
|
|
|||||
Short-term derivative instruments
|
437
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
437
|
|
||||||
Deferred tax liability
|
50,697
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50,697
|
|
||||||
Current maturities of long-term debt
|
179
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
179
|
|
||||||
Total current liabilities
|
316,281
|
|
|
327,068
|
|
|
124
|
|
|
(326,957
|
)
|
|
316,516
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Long-term derivative instrument
|
6,935
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,935
|
|
||||||
Asset retirement obligation - long-term
|
26,362
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26,362
|
|
||||||
Long-term debt, net of current maturities
|
946,084
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
946,084
|
|
||||||
Total liabilities
|
1,295,662
|
|
|
327,068
|
|
|
124
|
|
|
(326,957
|
)
|
|
1,295,897
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Stockholders' equity:
|
|
|
|
|
|
|
|
|
|
|||||||||||
Common stock
|
1,082
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,082
|
|
||||||
Paid-in capital
|
2,824,303
|
|
|
322
|
|
|
241,553
|
|
|
(241,875
|
)
|
|
2,824,303
|
|
||||||
Accumulated other comprehensive (loss) income
|
(55,177
|
)
|
|
—
|
|
|
(55,177
|
)
|
|
55,177
|
|
|
(55,177
|
)
|
||||||
Retained (deficit) earnings
|
(731,371
|
)
|
|
(9,970
|
)
|
|
(135,855
|
)
|
|
145,825
|
|
|
(731,371
|
)
|
||||||
Total stockholders' equity
|
2,038,837
|
|
|
(9,648
|
)
|
|
50,521
|
|
|
(40,873
|
)
|
|
2,038,837
|
|
||||||
Total liabilities and stockholders' equity
|
$
|
3,334,499
|
|
|
$
|
317,420
|
|
|
$
|
50,645
|
|
|
$
|
(367,830
|
)
|
|
$
|
3,334,734
|
|
|
Three months ended March 31, 2016
|
||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Non-Guarantor
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
$
|
156,751
|
|
|
$
|
212
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
156,963
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Lease operating expenses
|
16,472
|
|
|
185
|
|
|
—
|
|
|
—
|
|
|
16,657
|
|
|||||
Production taxes
|
3,087
|
|
|
24
|
|
|
—
|
|
|
—
|
|
|
3,111
|
|
|||||
Midstream gathering and processing
|
37,623
|
|
|
29
|
|
|
—
|
|
|
—
|
|
|
37,652
|
|
|||||
Depreciation, depletion, and amortization
|
65,476
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
65,477
|
|
|||||
Impairment of oil and gas properties
|
218,991
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
218,991
|
|
|||||
General and administrative
|
10,612
|
|
|
6
|
|
|
2
|
|
|
—
|
|
|
10,620
|
|
|||||
Accretion expense
|
247
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
247
|
|
|||||
|
352,508
|
|
|
245
|
|
|
2
|
|
|
—
|
|
|
352,755
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
LOSS FROM OPERATIONS
|
(195,757
|
)
|
|
(33
|
)
|
|
(2
|
)
|
|
—
|
|
|
(195,792
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
OTHER (INCOME) EXPENSE:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
16,022
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
16,023
|
|
|||||
Interest income
|
(94
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(94
|
)
|
|||||
Loss (income) from equity method investments and investments in subsidiaries
|
30,773
|
|
|
—
|
|
|
23,685
|
|
|
(23,721
|
)
|
|
30,737
|
|
|||||
|
46,701
|
|
|
1
|
|
|
23,685
|
|
|
(23,721
|
)
|
|
46,666
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
(LOSS) INCOME BEFORE INCOME TAXES
|
(242,458
|
)
|
|
(34
|
)
|
|
(23,687
|
)
|
|
23,721
|
|
|
(242,458
|
)
|
|||||
INCOME TAX BENEFIT
|
(191
|
)
|
|
|
|
|
|
|
|
|
|
|
(191
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
NET (LOSS) INCOME
|
$
|
(242,267
|
)
|
|
$
|
(34
|
)
|
|
$
|
(23,687
|
)
|
|
$
|
23,721
|
|
|
$
|
(242,267
|
)
|
|
Three months ended March 31, 2015
|
||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Non-Guarantor
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
$
|
175,832
|
|
|
$
|
485
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
176,317
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Lease operating expenses
|
16,787
|
|
|
193
|
|
|
—
|
|
|
—
|
|
|
16,980
|
|
|||||
Production taxes
|
4,253
|
|
|
32
|
|
|
—
|
|
|
—
|
|
|
4,285
|
|
|||||
Midstream gathering and processing
|
25,374
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
25,381
|
|
|||||
Depreciation, depletion, and amortization
|
89,908
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
89,909
|
|
|||||
General and administrative
|
10,761
|
|
|
36
|
|
|
2
|
|
|
—
|
|
|
10,799
|
|
|||||
Accretion expense
|
190
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
190
|
|
|||||
|
147,273
|
|
|
269
|
|
|
2
|
|
|
—
|
|
|
147,544
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
INCOME (LOSS) FROM OPERATIONS
|
28,559
|
|
|
216
|
|
|
(2
|
)
|
|
—
|
|
|
28,773
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
OTHER (INCOME) EXPENSE:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
8,759
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,759
|
|
|||||
Interest income
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|||||
(Income) loss from equity method investments and investments in subsidiaries
|
(20,189
|
)
|
|
—
|
|
|
4,142
|
|
|
(3,928
|
)
|
|
(19,975
|
)
|
|||||
|
(11,439
|
)
|
|
—
|
|
|
4,142
|
|
|
(3,928
|
)
|
|
(11,225
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
INCOME (LOSS) BEFORE INCOME TAXES
|
39,998
|
|
|
216
|
|
|
(4,144
|
)
|
|
3,928
|
|
|
39,998
|
|
|||||
INCOME TAX EXPENSE
|
14,479
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,479
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
NET INCOME (LOSS)
|
$
|
25,519
|
|
|
$
|
216
|
|
|
$
|
(4,144
|
)
|
|
$
|
3,928
|
|
|
$
|
25,519
|
|
|
Three months ended March 31, 2016
|
||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Non-Guarantor
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net (loss) income
|
$
|
(242,267
|
)
|
|
$
|
(34
|
)
|
|
$
|
(23,687
|
)
|
|
$
|
23,721
|
|
|
$
|
(242,267
|
)
|
Foreign currency translation adjustment
|
9,058
|
|
|
—
|
|
|
10,273
|
|
|
(10,273
|
)
|
|
9,058
|
|
|||||
Other comprehensive income (loss)
|
9,058
|
|
|
—
|
|
|
10,273
|
|
|
(10,273
|
)
|
|
9,058
|
|
|||||
Comprehensive (loss) income
|
$
|
(233,209
|
)
|
|
$
|
(34
|
)
|
|
$
|
(13,414
|
)
|
|
$
|
13,448
|
|
|
$
|
(233,209
|
)
|
|
Three months ended March 31, 2015
|
||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Non-Guarantor
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
||||||||||||||||||
Net income (loss)
|
$
|
25,519
|
|
|
$
|
216
|
|
|
$
|
(4,144
|
)
|
|
$
|
3,928
|
|
|
$
|
25,519
|
|
Foreign currency translation adjustment
|
(14,984
|
)
|
|
—
|
|
|
(14,984
|
)
|
|
14,984
|
|
|
(14,984
|
)
|
|||||
Other comprehensive (loss) income
|
(14,984
|
)
|
|
—
|
|
|
(14,984
|
)
|
|
14,984
|
|
|
(14,984
|
)
|
|||||
Comprehensive income (loss)
|
$
|
10,535
|
|
|
$
|
216
|
|
|
$
|
(19,128
|
)
|
|
$
|
18,912
|
|
|
$
|
10,535
|
|
|
Three months ended March 31, 2016
|
||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Non-Guarantor
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
83,620
|
|
|
$
|
155
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
83,774
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash (used in) provided by investing activities
|
(157,529
|
)
|
|
(22,500
|
)
|
|
(1,821
|
)
|
|
24,321
|
|
|
(157,529
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in) financing activities
|
415,158
|
|
|
22,500
|
|
|
1,821
|
|
|
(24,321
|
)
|
|
415,158
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net increase (decrease) in cash and cash equivalents
|
341,249
|
|
|
155
|
|
|
(1
|
)
|
|
—
|
|
|
341,403
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents at beginning of period
|
112,494
|
|
|
479
|
|
|
1
|
|
|
—
|
|
|
112,974
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents at end of period
|
$
|
453,743
|
|
|
$
|
634
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
454,377
|
|
|
Three months ended March 31, 2015
|
||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Non-Guarantor
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities
|
$
|
95,879
|
|
|
$
|
3,158
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
99,037
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash (used in) provided by investing activities
|
(228,601
|
)
|
|
(2,890
|
)
|
|
(6,093
|
)
|
|
6,093
|
|
|
(231,491
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in) financing activities
|
64,854
|
|
|
—
|
|
|
6,093
|
|
|
(6,093
|
)
|
|
64,854
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net (decrease) increase in cash and cash equivalents
|
(67,868
|
)
|
|
268
|
|
|
—
|
|
|
—
|
|
|
(67,600
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents at beginning of period
|
141,535
|
|
|
804
|
|
|
1
|
|
|
—
|
|
|
142,340
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents at end of period
|
$
|
73,667
|
|
|
$
|
1,072
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
74,740
|
|
15.
|
RECENT ACCOUNTING PRONOUNCEMENTS
|
16.
|
SUBSEQUENT EVENTS
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
Production increased
65%
to
62,993
net million cubic feet of natural gas equivalent, or MMcfe, for the three months ended
March 31, 2016
from
38,198
MMcfe for the three months ended
March 31, 2015
. Our net daily production mix was comprised of approximately 85% of natural gas, 9% of natural gas liquids, or NGLs, and 6% of oil.
|
•
|
During the three months ended
March 31, 2016
, we spud
ten
gross (
7.1
net) wells, participated in an additional
eight
gross (
0.49
net) wells that were drilled by other operators on our Utica Shale acreage and recompleted 17 gross and net wells. Of our
ten
new wells spud at
March 31, 2016
, seven were in various stages of completion and three were being drilled. In addition, we turned-to-sales 15 gross (8.0 net) wells during the three months ended
March 31, 2016
.
|
•
|
During the three months ended March 31, 2016, we reduced our unit midstream gathering and processing expense by 10% to $0.60 per Mcfe from $0.66 per Mcfe during the three months ended March 31, 2015.
|
•
|
In February 2016, we, through our wholly owned subsidiary Gulfport Midstream Holdings, LLC, or Midstream Holdings, entered into an agreement with Rice Midstream Holdings LLC, or Rice, a subsidiary of Rice Energy Inc., to develop natural gas gathering assets in eastern Belmont County and Monroe County, Ohio. We contributed certain gathering assets for a 25% interest in the newly formed entity called Strike Force Midstream LLC, or Strike Force. Rice acts as operator and owns the remaining 75% interest in Strike Force. See "— 2016 Updates Regarding Our Equity Investments - Other Investments" below for additional information regarding this investment.
|
•
|
On March 9, 2016, we issued 16,905,000 shares of our common stock in an underwritten public offering (which included 2,205,000 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 this equity offering were approximately $411.9 million, after deducting underwriting discounts and commissions and estimated offering expenses. We intend to use the net proceeds from this offering primarily to fund a portion of our 2017 capital development plan and for general corporate purposes.
|
•
|
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 March 31,
|
||||||
|
2016
|
|
2015
|
||||
Oil production volumes (MBbls)
|
602
|
|
|
766
|
|
||
Gas production volumes (MMcf)
|
53,307
|
|
|
25,965
|
|
||
Natural gas liquids production volumes (MGal)
|
42,527
|
|
|
53,478
|
|
||
Gas equivalents (MMcfe)
|
62,993
|
|
|
38,198
|
|
||
Average oil price (per Bbl)
|
$
|
28.45
|
|
|
$
|
46.37
|
|
Average gas price (per Mcf)
|
$
|
2.46
|
|
|
$
|
4.57
|
|
Average natural gas liquids (per Gal)
|
$
|
0.21
|
|
|
$
|
0.41
|
|
Gas equivalents (per Mcfe)
|
$
|
2.49
|
|
|
$
|
4.61
|
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
|
Location
|
Daily Volume
(Bbls/day) |
|
Weighted
Average Price |
|||
April 2016 - June 2016
|
ARGUS LLS
|
1,500
|
|
|
$
|
63.03
|
|
April 2016 - June 2016
|
NYMEX WTI
|
1,000
|
|
|
$
|
61.40
|
|
|
Location
|
Daily Volume (MMBtu/day)
|
|
Weighted
Average Price |
|||
April 2016
|
NYMEX Henry Hub
|
570,000
|
|
|
$
|
3.23
|
|
May 2016 - June 2016
|
NYMEX Henry Hub
|
510,000
|
|
|
$
|
3.10
|
|
July 2016
|
NYMEX Henry Hub
|
530,000
|
|
|
$
|
3.09
|
|
August 2016 - September 2016
|
NYMEX Henry Hub
|
540,000
|
|
|
$
|
3.07
|
|
October 2016
|
NYMEX Henry Hub
|
570,000
|
|
|
$
|
3.05
|
|
November 2016 - December 2016
|
NYMEX Henry Hub
|
525,000
|
|
|
$
|
3.18
|
|
January 2017 - March 2017
|
NYMEX Henry Hub
|
412,500
|
|
|
$
|
3.13
|
|
April 2017 - June 2017
|
NYMEX Henry Hub
|
367,500
|
|
|
$
|
3.15
|
|
July 2017 - December 2017
|
NYMEX Henry Hub
|
305,000
|
|
|
$
|
2.99
|
|
January 2018 - December 2018
|
NYMEX Henry Hub
|
160,000
|
|
|
$
|
3.01
|
|
January 2019 - March 2019
|
NYMEX Henry Hub
|
20,000
|
|
|
$
|
3.37
|
|
|
Location
|
Daily Volume
(Bbls/day) |
|
Weighted
Average Price |
|||
April 2016 - December 2016
|
Mont Belvieu
|
1,500
|
|
|
$
|
19.95
|
|
|
Location
|
Daily Volume (MMBtu/day)
|
|
Weighted Average Price
|
|||
January 2017 - March 2017
|
NYMEX Henry Hub
|
105,000
|
|
|
$
|
3.27
|
|
April 2017 - December 2017
|
NYMEX Henry Hub
|
125,000
|
|
|
$
|
3.21
|
|
January 2018 - March 2018
|
NYMEX Henry Hub
|
20,000
|
|
|
$
|
2.91
|
|
|
Location
|
Daily Volume (MMBtu/day)
|
|
Hedged Differential
|
|||
April 2016 - December 2016
|
MichCon
|
40,000
|
|
|
$
|
0.02
|
|
November 2016 - March 2017
|
Tetco M2
|
50,000
|
|
|
$
|
(0.59
|
)
|
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
March 31, 2016
, 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).
|
|
|
|
4.5
|
|
Indenture, dated as of April 21, 2015, among the Company, the subsidiary guarantors party thereto and Wells Fargo Bank, N.A., as trustee (including the form of the Company’s 6.625% Senior Notes due 2023) (incorporated by reference to Exhibit 4.1 to the Form 8-K, File No. 000-19514, filed by the Company with the SEC on April 21, 2015).
|
|
|
|
10.1
|
|
Fifth Amendment to Amended and Restated Credit Agreement, dated as of September 18, 2015, among the Company, as borrower, The Bank of Nova Scotia, as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Form 8-K, File No. 000-19514, filed by the Company with the SEC on September 24, 2015).
|
|
|
|
10.2*
|
|
Six Amendment, dated February 19, 2016, to Amended and Restated Credit Agreement, dated as of September 18, 2015, among the Company, as borrower, The Bank of Nova Scotia, as administrative agent, and the lenders party thereto.
|
|
|
|
10.3#
|
|
Amendment to Sand Supply Agreement, dated as of November 3, 2015, by and between Muskie Proppant LLC and Gulfport Energy Corporation (incorporated by reference to Exhibit 10.2 to the Form 10-Q, File No. 000-19516, filed by the Company with the SEC on November 7, 2015).
|
|
|
|
10.4#
|
|
Amendment to Amended and Restated Master Services Agreement, dated as of February 18, 2016 to be effective as of January 1, 2016, by and between Gulfport Energy Corporation and Stingray Pressure Pumping LLC (incorporated by reference to Exhibit 10.19 to the Form 10-K, File No. 000-19514, filed by the Company with the SEC on February 19, 2016).
|
|
|
|
31.1*
|
|
Certification of Chief Executive Officer of the Registrant pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended.
|
|
|
|
31.2*
|
|
Certification of Chief Financial Officer of the Registrant pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended.
|
|
|
|
32.1*
|
|
Certification of Chief Executive Officer of the Registrant pursuant to Rule 13a-14(b) promulgated under the Securities Exchange Act of 1934, as amended, and Section 1350 of Chapter 63 of Title 18 of the United States Code.
|
|
|
|
32.2*
|
|
Certification of Chief Financial Officer of the Registrant pursuant to Rule 13a-14(b) promulgated under the Securities Exchange Act of 1934, as amended, and Section 1350 of Chapter 63 of Title 18 of the United States Code.
|
|
|
|
101.INS*
|
|
XBRL Instance Document.
|
|
|
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
101.LAB*
|
|
XBRL Taxonomy Extension Labels Linkbase Document.
|
|
|
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
*
|
Filed herewith.
|
+
|
Management contract, compensatory plan or arrangement.
|
#
|
Confidential treatment was granted by the SEC 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)
|
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
March 31, 2016
(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
March 31, 2016
(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
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Chief Financial Officer
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