|
|
|
|
Delaware
(State or other jurisdiction of
incorporation or organization)
|
001-37995
(Commission
File Number)
|
81-3943703
(I.R.S. Employer
Identification Number)
|
|
¨
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
¨
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
¨
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
¨
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Title of each class
|
|
Ticker Symbol
|
|
Name of each exchange on which registered
|
Common stock, par value $0.01 per share
|
|
JAG
|
|
New York Stock Exchange
|
|
Item 2.02
|
Results of Operations and Financial Condition.
|
Item 5.07
|
Submission of Matters to a Vote of Security Holders.
|
1.
|
Each Class II director that was up for re-election was elected to a term of three years to expire at the Company’s 2022 annual meeting of stockholders and until he is either re-elected or his successor is duly elected and qualified. Votes regarding the election of these directors were as follows:
|
Director
|
|
For
|
|
Withheld
|
James J. Kleckner
|
|
192,445,548
|
|
11,350,854
|
Michael C. Linn
|
|
177,238,990
|
|
26,557,412
|
Dheeraj Verma
|
|
190,489,313
|
|
13,307,089
|
2.
|
The compensation of the Company's named executive officers was approved on a non-binding advisory basis. The voting results were as follows:
|
For
|
|
Against
|
|
Abstain
|
203,468,905
|
|
306,209
|
|
21,288
|
3.
|
The frequency of future advisory votes on the compensation of the Company's named executive officers was approved as every one year on a non-binding advisory basis. The voting results were as follows:
|
One Year
|
|
Two Years
|
|
Three Years
|
|
Abstain
|
203,402,506
|
|
35,968
|
|
321,814
|
|
36,114
|
Item 9.01
|
Financial Statements and Exhibits.
|
Exhibit Number
|
|
Description
|
|
|
|
99.1
|
|
|
|
|
|
|
|
JAGGED PEAK ENERGY INC.
|
|
|
|
|
|
|
|
|
|
|
|
Date:
|
May 9, 2019
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Christopher I. Humber
|
|
|
|
Name:
|
Christopher I. Humber
|
|
|
|
Title:
|
Executive Vice President, General Counsel & Secretary
|
|
•
|
First quarter capital expenditures of
$154.6 million
including leasehold acquisition capital of $12.2 million; first quarter development capital expenditures of
$142.4 million
, representing 22% of full-year guided capital midpoint of $635 million
|
•
|
First quarter oil production averaged
28.1
MBbls per day, a
29%
increase from the first quarter of 2018 and in-line with the Company's provided guidance midpoint
|
•
|
Reduced drilling, completion and equipment costs to $1,300 per lateral foot in the first quarter compared to 2018 average of $1,450 per lateral foot and the Company's full-year 2019 goal of $1,250 per lateral foot
|
•
|
The Company commenced drilling on its six-well Coriander pad in the Whiskey River area, the Company's first large scale multi-horizon co-development pad in its transition to full-field development
|
|
Three Months Ended March 31, 2019
|
||||||
|
Before the Effects of Derivative Settlements
|
|
After the Effects of Derivatives Settlements
|
||||
Oil ($/Bbl)
|
$
|
48.81
|
|
|
$
|
47.83
|
|
NGL ($/Bbl)
|
$
|
9.52
|
|
|
$
|
9.52
|
|
Gas ($/Mcf)
|
$
|
1.02
|
|
|
$
|
1.02
|
|
Boe ($/Boe)
|
$
|
39.28
|
|
|
$
|
38.53
|
|
|
Three Months Ended March 31, 2019
|
||
|
Actual
|
|
Guidance
(1)
|
Production
|
|
|
|
Average daily equivalent production (MBoe/d)
|
36.7
|
|
36.5 – 37.9
|
Average daily oil production (MBbl/d)
|
28.1
|
|
27.5 – 28.9
|
|
|
|
|
|
Three Months Ended March 31, 2019
|
|
Full-Year 2019
|
|
Actual
|
|
Guidance
(1)
|
Production
|
|
|
|
Average daily equivalent production (MBoe/d)
|
36.7
|
|
38.3 – 41.3
|
Average daily oil production (MBbl/d)
|
28.1
|
|
29.2 – 31.2
|
|
|
|
|
Income Statement
|
|
|
|
Lease operating expense ($/Boe)
|
$4.14
|
|
$3.65 – $4.15
|
General and administrative (before equity-based compensation) ($MM) (Non-GAAP)
|
$10.5
|
|
$46 – $50
|
Production and ad valorem taxes (% of revenue)
|
7.2%
|
|
6.0% – 7.0%
|
|
|
|
|
Capital Expenditures
|
|
|
|
Drilling and completion ($MM)
|
$136.7
|
|
$580 – $630
|
Infrastructure and other ($MM)
|
$5.6
|
|
$25 – $35
|
Total development capital ($MM)
|
$142.4
|
|
$605 – $665
|
|
|
|
|
Operated Activity
|
|
|
|
Gross horizontal wells brought online
|
12
|
|
52 – 56
|
|
Three Months Ended March 31,
|
||||||
(in thousands)
|
2019
|
|
2018
|
||||
Acquisitions
|
|
|
|
||||
Proved properties
|
$
|
6,823
|
|
|
$
|
—
|
|
Unproved properties
|
5,377
|
|
|
7,324
|
|
||
Drilling and completion costs
|
136,730
|
|
|
207,615
|
|
||
Infrastructure costs
|
5,635
|
|
|
3,936
|
|
||
Exploration costs
|
—
|
|
|
—
|
|
||
Total oil and gas capital expenditures
|
$
|
154,565
|
|
|
$
|
218,875
|
|
|
Phone Number
|
|
Conference ID
|
Live Participant (Domestic)
|
1-877-823-8605
|
|
4971498
|
Live Participant (International)
|
1-647-689-5644
|
|
4971498
|
Replay
(1)
(Domestic)
|
1-800-585-8367
|
|
4971498
|
Replay
(1)
(International)
|
1-416-621-4642
|
|
4971498
|
(1)
Replay available from 2:00 PM Eastern Time on May 10, 2019 through 12:00 midnight Eastern Time on May 24, 2019
|
Event
|
|
Date
|
|
Location
|
|
Management Attendees
|
Citi
2019 Global Energy & Utilities Conference
|
|
May 14-15, 2019
|
|
Boston, MA
|
|
Jim Kleckner, President and CEO;
Ian Piper, VP, Finance, Corporate Planning
|
RBC Capital Markets
2019 Global Energy and Power Conference
|
|
June 4-5, 2019
|
|
New York, NY
|
|
Ian Piper VP, Finance, Corporate Planning
|
Wells Fargo
4th Annual West Coast Energy Conference
|
|
June 11-12, 2019
|
|
San Francisco, CA
|
|
Bob Howard, EVP and CFO;
Craig Walters, EVP and COO
|
JP Morgan
2019 Energy Conference
|
|
June 18-19, 2019
|
|
New York, NY
|
|
Jim Kleckner, President and CEO;
Bob Howard, EVP and CFO;
Craig Walters, EVP and COO;
Ian Piper, VP, Finance, Corporate Planning
|
Jagged Peak Energy Inc.
|
|||||||
Selected Operating Highlights
|
|||||||
(Unaudited)
|
|||||||
|
|
|
|
||||
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
|
|
|
||||
Production volumes:
|
|
|
|
||||
Oil (MBbls)
|
2,530
|
|
|
1,967
|
|
||
Natural gas (MMcf)
|
2,169
|
|
|
1,666
|
|
||
NGLs (MBbls)
|
407
|
|
|
239
|
|
||
Total (MBoe)
|
3,299
|
|
|
2,484
|
|
||
Average daily production volumes:
|
|
|
|
||||
Oil (Bbls/d)
|
28,114
|
|
|
21,850
|
|
||
Natural gas (Mcf/d)
|
24,104
|
|
|
18,510
|
|
||
NGLs (Bbls/d)
|
4,526
|
|
|
2,660
|
|
||
Total (Boe/d)
|
36,657
|
|
|
27,596
|
|
||
|
|
|
|
||||
Average Sales Prices Excluding Realized Hedge Settlements:
|
|||||||
Oil (per Bbl)
|
$
|
48.81
|
|
|
$
|
61.39
|
|
Natural gas (per Mcf)
|
$
|
1.02
|
|
|
$
|
1.73
|
|
NGLs (per Bbl)
|
$
|
9.52
|
|
|
$
|
22.17
|
|
Combined (per Boe)
|
$
|
39.28
|
|
|
$
|
51.90
|
|
|
|
|
|
||||
Average Sales Prices Including Realized Hedge Settlements:
|
|||||||
Oil (per Bbl)
|
$
|
47.83
|
|
|
$
|
53.52
|
|
Natural gas (per Mcf)
|
$
|
1.02
|
|
|
$
|
1.73
|
|
NGLs (per Bbl)
|
$
|
9.52
|
|
|
$
|
22.17
|
|
Combined (per Boe)
|
$
|
38.53
|
|
|
$
|
45.67
|
|
|
|
|
|
||||
Average Operating Costs (per Boe):
|
|
|
|
||||
Lease operating expenses
|
$
|
4.14
|
|
|
$
|
3.91
|
|
Production and ad valorem tax expenses
|
$
|
2.82
|
|
|
$
|
3.09
|
|
Depletion, depreciation, amortization and accretion
|
$
|
17.91
|
|
|
$
|
19.31
|
|
General and administrative expense (before equity-based compensation expense)
|
$
|
3.17
|
|
|
$
|
4.28
|
|
|
|
|
|
Jagged Peak Energy Inc.
|
||||||||
Condensed Consolidated Balance Sheets
|
||||||||
(Unaudited)
|
||||||||
|
|
|
|
|
||||
|
|
|
|
|
||||
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
|
|
|
|
||||
|
|
(in thousands)
|
||||||
Assets:
|
|
|
|
|||||
|
Cash and cash equivalents
|
$
|
6,458
|
|
|
$
|
35,229
|
|
|
Other current assets
|
83,439
|
|
|
165,905
|
|
||
|
Property and equipment, net
|
1,625,554
|
|
|
1,530,285
|
|
||
|
Other noncurrent assets
|
73,885
|
|
|
35,722
|
|
||
|
Total assets
|
$
|
1,789,336
|
|
|
$
|
1,767,141
|
|
|
|
|
|
|
||||
Liabilities and Stockholders' Equity:
|
|
|
|
|||||
|
Current liabilities
|
$
|
243,645
|
|
|
$
|
187,982
|
|
|
Long-term debt
|
544,549
|
|
|
489,239
|
|
||
|
Deferred income taxes
|
98,173
|
|
|
124,418
|
|
||
|
Other long-term liabilities
|
47,252
|
|
|
17,552
|
|
||
|
Stockholders' equity
|
855,717
|
|
|
947,950
|
|
||
|
Total liabilities and stockholders' equity
|
$
|
1,789,336
|
|
|
$
|
1,767,141
|
|
Jagged Peak Energy Inc.
|
|||||||
Condensed Consolidated Statements of Operations
|
|||||||
(Unaudited)
|
|||||||
|
|
|
|
||||
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
|
|
|
||||
|
(in thousands, except per share amounts)
|
||||||
Revenues
|
|
|
|
||||
Oil, natural gas and NGL sales
|
$
|
129,586
|
|
|
$
|
128,906
|
|
Other operating revenues
|
9
|
|
|
147
|
|
||
Total revenues
|
129,595
|
|
|
129,053
|
|
||
Operating Expenses
|
|
|
|
||||
Lease operating expenses
|
13,650
|
|
|
9,720
|
|
||
Production and ad valorem taxes
|
9,302
|
|
|
7,674
|
|
||
Exploration
|
—
|
|
|
—
|
|
||
Depletion, depreciation, amortization and accretion
|
59,074
|
|
|
47,977
|
|
||
Impairment of unproved oil and natural gas properties
|
84
|
|
|
53
|
|
||
Other operating expenses
|
3,200
|
|
|
22
|
|
||
General and administrative (before equity-based compensation)
|
10,460
|
|
|
10,639
|
|
||
General and administrative, equity-based compensation
|
2,934
|
|
|
75,678
|
|
||
Total operating expenses
|
98,704
|
|
|
151,763
|
|
||
Income (Loss) from Operations
|
30,891
|
|
|
(22,710
|
)
|
||
Other Income and Expense
|
|
|
|
||||
Gain (loss) on commodity derivatives
|
(143,592
|
)
|
|
(4,326
|
)
|
||
Interest expense and other
|
(8,432
|
)
|
|
(2,723
|
)
|
||
Total other income (loss)
|
(152,024
|
)
|
|
(7,049
|
)
|
||
Income (Loss) before Income Taxes
|
(121,133
|
)
|
|
(29,759
|
)
|
||
Income tax expense (benefit)
|
(26,245
|
)
|
|
9,644
|
|
||
Net Income (Loss)
|
$
|
(94,888
|
)
|
|
$
|
(39,403
|
)
|
|
|
|
|
||||
Net income (loss) per common share:
|
|
|
|
||||
Basic
|
$
|
(0.44
|
)
|
|
$
|
(0.18
|
)
|
Diluted
|
$
|
(0.44
|
)
|
|
$
|
(0.18
|
)
|
|
|
|
|
||||
Weighted-average common shares outstanding:
|
|
|
|
||||
Basic
|
213,270
|
|
|
213,003
|
|
||
Diluted
|
213,270
|
|
|
213,003
|
|
Jagged Peak Energy Inc.
|
|||||||
Consolidated Statements of Cash Flows
|
|||||||
(Unaudited)
|
|||||||
|
|
|
|
||||
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
|
|
|
||||
|
(in thousands)
|
||||||
Cash Flows from Operating Activities
|
|
|
|
||||
Net income (loss)
|
$
|
(94,888
|
)
|
|
$
|
(39,403
|
)
|
Adjustments to reconcile to net cash provided by operating activities:
|
|
|
|
||||
Depletion, depreciation, amortization and accretion
|
59,074
|
|
|
47,977
|
|
||
Impairment of unproved oil and natural gas properties
|
84
|
|
|
53
|
|
||
Amortization of debt issuance costs
|
586
|
|
|
600
|
|
||
Deferred income taxes
|
(26,245
|
)
|
|
9,644
|
|
||
Equity-based compensation
|
2,934
|
|
|
75,678
|
|
||
(Gain) Loss on commodity derivatives
|
143,592
|
|
|
4,326
|
|
||
Net cash receipts (payments) on settled derivatives
|
(2,470
|
)
|
|
(15,479
|
)
|
||
Other
|
(78
|
)
|
|
(78
|
)
|
||
Change in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable and other current assets
|
(6,957
|
)
|
|
(5,351
|
)
|
||
Accounts payable and accrued liabilities
|
3,352
|
|
|
2,275
|
|
||
Net cash provided by operating activities
|
78,984
|
|
|
80,242
|
|
||
Cash Flows from Investing Activities
|
|
|
|
||||
Leasehold and acquisitions costs
|
(12,263
|
)
|
|
(7,585
|
)
|
||
Development of oil and natural gas properties
|
(149,448
|
)
|
|
(185,982
|
)
|
||
Other capital expenditures
|
(689
|
)
|
|
(1,270
|
)
|
||
Net cash used in investing activities
|
(162,400
|
)
|
|
(194,837
|
)
|
||
Cash Flows from Financing Activities
|
|
|
|
||||
Proceeds from senior secured revolving credit facility
|
55,000
|
|
|
110,000
|
|
||
Debt issuance costs
|
(76
|
)
|
|
(1,523
|
)
|
||
Employee tax withholding for settlement of equity compensation awards
|
(279
|
)
|
|
(200
|
)
|
||
Net cash provided by financing activities
|
54,645
|
|
|
108,277
|
|
||
Net Change in Cash and Cash Equivalents
|
(28,771
|
)
|
|
(6,318
|
)
|
||
Cash and Cash Equivalents, Beginning of Period
|
35,229
|
|
|
9,523
|
|
||
Cash and Cash Equivalents, End of Period
|
$
|
6,458
|
|
|
$
|
3,205
|
|
Jagged Peak Energy Inc.
|
|||||||
Reconciliation of Adjusted Net Income, Adjusted EBITDAX and Adjusted EBITDAX Margin
|
|||||||
(Unaudited)
|
|||||||
|
|
|
|
||||
The following tables provide reconciliations of the GAAP financial measure of Net Income (Loss) to the non-GAAP financial measures of Adjusted Net Income (Loss) and Adjusted EBITDAX. A description of the reconciliations is included in the section titled “Reconciliation of Non-GAAP Financial Measures.”
|
|||||||
|
|
|
|
||||
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
|
|
|
||||
|
(in thousands, except for per share and Boe metrics)
|
||||||
Adjusted Net Income (Loss)
|
|
|
|||||
Net income (loss)
|
$
|
(94,888
|
)
|
|
$
|
(39,403
|
)
|
Adjustments to reconcile to adjusted net income
|
|
|
|
||||
Impairment of unproved oil and natural gas properties
|
84
|
|
|
53
|
|
||
(Gain) loss on commodity derivatives, net, less net cash for/from derivative settlements
|
141,122
|
|
|
(11,153
|
)
|
||
Equity-based compensation expense related to allocated management incentive units
|
—
|
|
|
74,470
|
|
||
Contract termination fee
(1)
|
3,200
|
|
|
—
|
|
||
Income tax effect for the above items
|
(31,287
|
)
|
|
2,394
|
|
||
Adjusted net income
|
$
|
18,231
|
|
|
$
|
26,361
|
|
|
|
|
|
||||
Adjusted net income per basic common share
|
$
|
0.09
|
|
|
$
|
0.12
|
|
Adjusted net income per diluted common share
|
$
|
0.09
|
|
|
$
|
0.12
|
|
|
|
|
|
||||
Basic common shares
|
213,270
|
|
|
213,003
|
|
||
Diluted common shares
(2)
|
213,428
|
|
|
213,301
|
|
||
|
|
|
|
||||
Adjusted EBITDAX
|
|
|
|
||||
Net income (loss)
|
$
|
(94,888
|
)
|
|
$
|
(39,403
|
)
|
Adjustments to reconcile to adjusted EBITDAX
|
|
|
|
||||
Interest expense, net of capitalized
|
8,446
|
|
|
2,731
|
|
||
Income tax expense (benefit)
|
(26,245
|
)
|
|
9,644
|
|
||
Depletion, depreciation, amortization and accretion
|
59,074
|
|
|
47,977
|
|
||
Impairment of unproved oil and natural gas properties
|
84
|
|
|
53
|
|
||
Contract termination fee
(1)
|
3,200
|
|
|
—
|
|
||
Exploration expenses
|
—
|
|
|
—
|
|
||
(Gain) loss on commodity derivatives, net, less net cash from derivative settlements
|
141,122
|
|
|
(11,153
|
)
|
||
Equity-based compensation expense
|
2,934
|
|
|
75,678
|
|
||
Adjusted EBITDAX
|
$
|
93,727
|
|
|
$
|
85,527
|
|
|
|
|
|
||||
Total production (MBoe)
|
3,299
|
|
|
2,484
|
|
||
Adjusted EBITDAX margin per Boe
(3)
|
$
|
28.41
|
|
|
$
|
34.43
|
|
(1)
|
Contract termination fee relates to the early termination of a frac fleet contract. These amounts are included as a part of Other operating expenses on the Condensed Consolidated Statements of Operations.
|
(2)
|
Reflects the weighted-average number of common shares outstanding during the period as adjusted for the dilutive effects of outstanding restricted stock unit and performance stock unit awards.
|
(3)
|
Adjusted EBITDAX margin is calculated as Adjusted EBITDAX divided by total production, expressed as adjusted EBITDAX per Boe.
|