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Share Name | Share Symbol | Market | Type |
---|---|---|---|
SM Energy Company | NYSE:SM | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
2.39 | 5.01% | 50.13 | 50.2675 | 48.00 | 48.72 | 3,340,961 | 01:00:00 |
þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
(State or other jurisdiction
of incorporation or organization)
|
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41-0518430
(I.R.S. Employer
Identification No.)
|
1775 Sherman Street, Suite 1200, Denver, Colorado
(Address of principal executive offices)
|
|
80203
(Zip Code)
|
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PAGE
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September 30,
2017 |
|
December 31,
2016 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
441,415
|
|
|
$
|
9,372
|
|
Accounts receivable
|
146,056
|
|
|
151,950
|
|
||
Derivative asset
|
63,685
|
|
|
54,521
|
|
||
Prepaid expenses and other
|
17,756
|
|
|
8,799
|
|
||
Total current assets
|
668,912
|
|
|
224,642
|
|
||
|
|
|
|
||||
Property and equipment (successful efforts method):
|
|
|
|
||||
Proved oil and gas properties
|
5,938,351
|
|
|
5,700,418
|
|
||
Less - accumulated depletion, depreciation, and amortization
|
(3,243,072
|
)
|
|
(2,836,532
|
)
|
||
Unproved oil and gas properties
|
2,321,508
|
|
|
2,471,947
|
|
||
Wells in progress
|
287,106
|
|
|
235,147
|
|
||
Oil and gas properties held for sale, net
|
7,144
|
|
|
372,621
|
|
||
Other property and equipment, net of accumulated depreciation of $50,468 and $42,882, respectively
|
106,046
|
|
|
137,753
|
|
||
Total property and equipment, net
|
5,417,083
|
|
|
6,081,354
|
|
||
|
|
|
|
||||
Noncurrent assets:
|
|
|
|
||||
Derivative asset
|
60,035
|
|
|
67,575
|
|
||
Other noncurrent assets
|
32,896
|
|
|
19,940
|
|
||
Total other noncurrent assets
|
92,931
|
|
|
87,515
|
|
||
Total Assets
|
$
|
6,178,926
|
|
|
$
|
6,393,511
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable and accrued expenses
|
$
|
348,885
|
|
|
$
|
299,708
|
|
Derivative liability
|
87,791
|
|
|
115,464
|
|
||
Total current liabilities
|
436,676
|
|
|
415,172
|
|
||
|
|
|
|
||||
Noncurrent liabilities:
|
|
|
|
||||
Revolving credit facility
|
—
|
|
|
—
|
|
||
Senior Notes, net of unamortized deferred financing costs
|
2,768,346
|
|
|
2,766,719
|
|
||
Senior Convertible Notes, net of unamortized discount and deferred financing costs
|
137,012
|
|
|
130,856
|
|
||
Asset retirement obligation
|
100,958
|
|
|
96,134
|
|
||
Asset retirement obligation associated with oil and gas properties held for sale
|
—
|
|
|
26,241
|
|
||
Deferred income taxes
|
208,720
|
|
|
315,672
|
|
||
Derivative liability
|
67,676
|
|
|
98,340
|
|
||
Other noncurrent liabilities
|
47,497
|
|
|
47,244
|
|
||
Total noncurrent liabilities
|
3,330,209
|
|
|
3,481,206
|
|
||
|
|
|
|
||||
Commitments and contingencies (note 6)
|
|
|
|
|
|
||
|
|
|
|
||||
Stockholders
’
equity:
|
|
|
|
||||
Common stock, $0.01 par value - authorized: 200,000,000 shares; issued and outstanding: 111,624,029 and 111,257,500 shares, respectively
|
1,116
|
|
|
1,113
|
|
||
Additional paid-in capital
|
1,734,217
|
|
|
1,716,556
|
|
||
Retained earnings
|
691,915
|
|
|
794,020
|
|
||
Accumulated other comprehensive loss
|
(15,207
|
)
|
|
(14,556
|
)
|
||
Total stockholders
’
equity
|
2,412,041
|
|
|
2,497,133
|
|
||
Total Liabilities and Stockholders
’
Equity
|
$
|
6,178,926
|
|
|
$
|
6,393,511
|
|
|
For the Three Months Ended
September 30, |
|
For the Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Operating revenues and other income:
|
|
|
|
|
|
|
|
||||||||
Oil, gas, and NGL production revenue
|
$
|
294,459
|
|
|
$
|
329,165
|
|
|
$
|
912,596
|
|
|
$
|
832,130
|
|
Net gain (loss) on divestiture activity
|
(1,895
|
)
|
|
22,388
|
|
|
(131,565
|
)
|
|
3,413
|
|
||||
Other operating revenues
|
2,815
|
|
|
1,107
|
|
|
7,807
|
|
|
2,007
|
|
||||
Total operating revenues and other income
|
295,379
|
|
|
352,660
|
|
|
788,838
|
|
|
837,550
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Oil, gas, and NGL production expense
|
122,651
|
|
|
152,524
|
|
|
385,073
|
|
|
445,658
|
|
||||
Depletion, depreciation, amortization, and asset retirement obligation liability accretion
|
134,599
|
|
|
193,966
|
|
|
425,643
|
|
|
619,193
|
|
||||
Exploration
|
14,243
|
|
|
13,482
|
|
|
39,293
|
|
|
41,942
|
|
||||
Impairment of proved properties
|
—
|
|
|
8,049
|
|
|
3,806
|
|
|
277,834
|
|
||||
Abandonment and impairment of unproved properties
|
—
|
|
|
3,568
|
|
|
157
|
|
|
5,917
|
|
||||
General and administrative
|
27,880
|
|
|
32,679
|
|
|
85,564
|
|
|
93,117
|
|
||||
Net derivative (gain) loss
|
80,599
|
|
|
(28,037
|
)
|
|
(89,364
|
)
|
|
121,086
|
|
||||
Other operating expenses, net
|
999
|
|
|
(5,917
|
)
|
|
6,303
|
|
|
7,731
|
|
||||
Total operating expenses
|
380,971
|
|
|
370,314
|
|
|
856,475
|
|
|
1,612,478
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loss from operations
|
(85,592
|
)
|
|
(17,654
|
)
|
|
(67,637
|
)
|
|
(774,928
|
)
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-operating income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense
|
(44,091
|
)
|
|
(47,206
|
)
|
|
(135,639
|
)
|
|
(112,329
|
)
|
||||
Gain (loss) on extinguishment of debt
|
—
|
|
|
—
|
|
|
(35
|
)
|
|
15,722
|
|
||||
Other, net
|
1,301
|
|
|
221
|
|
|
2,901
|
|
|
232
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loss before income taxes
|
(128,382
|
)
|
|
(64,639
|
)
|
|
(200,410
|
)
|
|
(871,303
|
)
|
||||
Income tax benefit
|
39,270
|
|
|
23,732
|
|
|
65,825
|
|
|
314,505
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss
|
$
|
(89,112
|
)
|
|
$
|
(40,907
|
)
|
|
$
|
(134,585
|
)
|
|
$
|
(556,798
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic weighted-average common shares outstanding
|
111,575
|
|
|
78,468
|
|
|
111,366
|
|
|
71,574
|
|
||||
Diluted weighted-average common shares outstanding
|
111,575
|
|
|
78,468
|
|
|
111,366
|
|
|
71,574
|
|
||||
Basic net loss per common share
|
$
|
(0.80
|
)
|
|
$
|
(0.52
|
)
|
|
$
|
(1.21
|
)
|
|
$
|
(7.78
|
)
|
Diluted net loss per common share
|
$
|
(0.80
|
)
|
|
$
|
(0.52
|
)
|
|
$
|
(1.21
|
)
|
|
$
|
(7.78
|
)
|
Dividends per common share
|
$
|
0.05
|
|
|
$
|
0.05
|
|
|
$
|
0.10
|
|
|
$
|
0.10
|
|
|
For the Three Months Ended
September 30, |
|
For the Nine Months Ended
September 30, |
||||||||||||
|
|
||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net loss
|
$
|
(89,112
|
)
|
|
$
|
(40,907
|
)
|
|
$
|
(134,585
|
)
|
|
$
|
(556,798
|
)
|
Other comprehensive loss, net of tax:
|
|
|
|
|
|
|
|
||||||||
Pension liability adjustment
|
(208
|
)
|
|
(255
|
)
|
|
(651
|
)
|
|
(760
|
)
|
||||
Total other comprehensive loss, net of tax
|
(208
|
)
|
|
(255
|
)
|
|
(651
|
)
|
|
(760
|
)
|
||||
Total comprehensive loss
|
$
|
(89,320
|
)
|
|
$
|
(41,162
|
)
|
|
$
|
(135,236
|
)
|
|
$
|
(557,558
|
)
|
|
|
|
Additional Paid-in Capital
|
|
|
|
Accumulated Other Comprehensive Loss
|
|
Total Stockholders’ Equity
|
|||||||||||||
|
Common Stock
|
|
|
Retained Earnings
|
|
|
||||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
|||||||||||||||
Balances, December 31, 2016
|
111,257,500
|
|
|
$
|
1,113
|
|
|
$
|
1,716,556
|
|
|
$
|
794,020
|
|
|
$
|
(14,556
|
)
|
|
$
|
2,497,133
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(134,585
|
)
|
|
—
|
|
|
(134,585
|
)
|
|||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(651
|
)
|
|
(651
|
)
|
|||||
Dividends, $0.10 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,144
|
)
|
|
—
|
|
|
(11,144
|
)
|
|||||
Issuance of common stock under Employee Stock Purchase Plan
|
123,678
|
|
|
1
|
|
|
1,737
|
|
|
—
|
|
|
—
|
|
|
1,738
|
|
|||||
Issuance of common stock upon vesting of restricted stock units, net of shares used for tax withholdings
|
171,278
|
|
|
1
|
|
|
(1,241
|
)
|
|
—
|
|
|
—
|
|
|
(1,240
|
)
|
|||||
Stock-based compensation expense
|
71,573
|
|
|
1
|
|
|
16,159
|
|
|
—
|
|
|
—
|
|
|
16,160
|
|
|||||
Cumulative effect of accounting change
(1)
|
—
|
|
|
—
|
|
|
1,108
|
|
|
43,624
|
|
|
—
|
|
|
44,732
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
(102
|
)
|
|
—
|
|
|
—
|
|
|
(102
|
)
|
|||||
Balances, September 30, 2017
|
111,624,029
|
|
|
$
|
1,116
|
|
|
$
|
1,734,217
|
|
|
$
|
691,915
|
|
|
$
|
(15,207
|
)
|
|
$
|
2,412,041
|
|
(1)
|
Refer to
Note 2 - Basis of Presentation, Significant Accounting Policies, and Recently Issued Accounting Standards
.
|
|
For the Nine Months Ended
September 30, |
||||||
|
2017
|
|
2016
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(134,585
|
)
|
|
$
|
(556,798
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
||||
Net (gain) loss on divestiture activity
|
131,565
|
|
|
(3,413
|
)
|
||
Depletion, depreciation, amortization, and asset retirement obligation liability accretion
|
425,643
|
|
|
619,193
|
|
||
Impairment of proved properties
|
3,806
|
|
|
277,834
|
|
||
Abandonment and impairment of unproved properties
|
157
|
|
|
5,917
|
|
||
Stock-based compensation expense
|
16,160
|
|
|
20,485
|
|
||
Net derivative (gain) loss
|
(89,364
|
)
|
|
121,086
|
|
||
Derivative settlement gain
|
29,402
|
|
|
306,234
|
|
||
Amortization of debt discount and deferred financing costs
|
12,478
|
|
|
5,687
|
|
||
Non-cash (gain) loss on extinguishment of debt, net
|
22
|
|
|
(15,722
|
)
|
||
Deferred income taxes
|
(67,458
|
)
|
|
(314,770
|
)
|
||
Plugging and abandonment
|
(2,095
|
)
|
|
(5,222
|
)
|
||
Other, net
|
4,713
|
|
|
(8,857
|
)
|
||
Changes in current assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
21,502
|
|
|
1,221
|
|
||
Prepaid expenses and other
|
(8,955
|
)
|
|
7,652
|
|
||
Accounts payable and accrued expenses
|
21,560
|
|
|
(65,166
|
)
|
||
Accrued derivative settlements
|
6,046
|
|
|
19,651
|
|
||
Net cash provided by operating activities
|
370,597
|
|
|
415,012
|
|
||
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
||||
Net proceeds from the sale of oil and gas properties
|
778,365
|
|
|
201,829
|
|
||
Capital expenditures
|
(624,969
|
)
|
|
(492,794
|
)
|
||
Acquisition of proved and unproved oil and gas properties
|
(87,389
|
)
|
|
(21,853
|
)
|
||
Acquisition deposit held in escrow
|
3,000
|
|
|
(49,000
|
)
|
||
Net cash provided by (used in) investing activities
|
69,007
|
|
|
(361,818
|
)
|
||
|
|
|
|
||||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from credit facility
|
406,000
|
|
|
743,000
|
|
||
Repayment of credit facility
|
(406,000
|
)
|
|
(945,000
|
)
|
||
Debt issuance costs related to credit facility
|
—
|
|
|
(3,132
|
)
|
||
Net proceeds from Senior Notes
|
—
|
|
|
492,397
|
|
||
Cash paid to repurchase Senior Notes
|
(2,344
|
)
|
|
(29,904
|
)
|
||
Net proceeds from Senior Convertible Notes
|
—
|
|
|
166,681
|
|
||
Cash paid for capped call transactions
|
—
|
|
|
(24,109
|
)
|
||
Net proceeds from sale of common stock
|
1,738
|
|
|
533,266
|
|
||
Dividends paid
|
(5,563
|
)
|
|
(3,404
|
)
|
||
Other, net
|
(1,392
|
)
|
|
(2,341
|
)
|
||
Net cash provided by (used in) financing activities
|
(7,561
|
)
|
|
927,454
|
|
||
|
|
|
|
||||
Net change in cash and cash equivalents
|
432,043
|
|
|
980,648
|
|
||
Cash and cash equivalents at beginning of period
|
9,372
|
|
|
18
|
|
||
Cash and cash equivalents at end of period
|
$
|
441,415
|
|
|
$
|
980,666
|
|
|
For the Nine Months Ended
September 30, |
||||||
|
2017
|
|
2016
|
||||
Supplemental Cash Flow Information:
|
|
|
|
||||
Operating Activities:
|
|
|
|
||||
Cash paid for interest, net of capitalized interest
(1)
|
$
|
(124,443
|
)
|
|
$
|
(88,109
|
)
|
Net cash (paid) refunded for income taxes
|
$
|
(2,800
|
)
|
|
$
|
4,481
|
|
Investing Activities:
|
|
|
|
||||
Changes in capital expenditure accruals and other
|
$
|
2,788
|
|
|
$
|
(1,287
|
)
|
|
|
|
|
||||
Supplemental Non-Cash Investing Activities:
|
|
|
|
||||
Value of properties exchanged
|
$
|
283,651
|
|
|
$
|
733
|
|
|
|
|
|
||||
Supplemental Non-Cash Financing Activities:
|
|
|
|
||||
Dividends declared, but not paid
|
$
|
5,581
|
|
|
$
|
4,343
|
|
(1)
|
Cash paid for interest, net of capitalized interest for the nine months ended
September 30, 2016
, does not include the
$10.0 million
paid to terminate a second lien facility that was no longer necessary to fund acquisition activity.
|
•
|
On January 1, 2017, a
$44.3 million
cumulative-effect adjustment was made to retained earnings and a corresponding deferred tax asset was recorded for previously unrecognized excess tax benefits using a modified retrospective transition method. Additionally, going forward excess tax benefits will be presented in operating activities on the condensed consolidated statement of cash flows.
|
•
|
Also on January 1, 2017, the Company elected to change its policy to account for forfeitures of share-based payment awards as they occur, rather than applying an estimated forfeiture rate. This change was made using a modified retrospective transition method and resulted in an increase in additional paid-in capital of
$1.1 million
, a decrease in deferred tax assets of
$0.4 million
, and a net
$0.7 million
cumulative effect adjustment decrease to retained earnings.
|
•
|
Under this new guidance, excess tax benefits and deficiencies from share-based payments impact the Company’s effective tax rate between periods. Please refer to
Note 4 - Income Taxes
for additional discussion
.
|
|
For the Three Months Ended
September 30, |
|
For the Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(in thousands)
|
||||||||||||||
Income (loss) before income taxes
(1)
|
$
|
—
|
|
|
$
|
22,116
|
|
|
$
|
24,324
|
|
|
$
|
(251,451
|
)
|
(1)
|
Income (loss) before income taxes reflects oil, gas, and NGL production revenue, less oil, gas, and NGL production expense, and depletion, depreciation, amortization, and asset retirement obligation liability accretion. Additionally, income (loss) before income taxes included impairment of proved properties expense of approximately
$269.6 million
for the
nine
months ended
September 30, 2016
.
|
|
For the Three Months Ended
September 30, |
|
For the Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(in thousands)
|
||||||||||||||
Current portion of income tax benefit (expense):
|
|
|
|
|
|
|
|
||||||||
Federal
|
$
|
2,832
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
State
|
(230
|
)
|
|
(24
|
)
|
|
(1,633
|
)
|
|
(265
|
)
|
||||
Deferred portion of income tax benefit
|
36,668
|
|
|
23,756
|
|
|
67,458
|
|
|
314,770
|
|
||||
Income tax benefit
|
$
|
39,270
|
|
|
$
|
23,732
|
|
|
$
|
65,825
|
|
|
$
|
314,505
|
|
Effective tax rate
|
30.6
|
%
|
|
36.7
|
%
|
|
32.8
|
%
|
|
36.1
|
%
|
|
As of October 26, 2017
|
|
As of September 30, 2017
|
|
As of December 31, 2016
|
||||||
|
(in thousands)
|
||||||||||
Credit facility balance
(1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Letters of credit
(2)
|
200
|
|
|
200
|
|
|
200
|
|
|||
Available borrowing capacity
|
924,800
|
|
|
924,800
|
|
|
1,164,800
|
|
|||
Total aggregate lender commitment amount
|
$
|
925,000
|
|
|
$
|
925,000
|
|
|
$
|
1,165,000
|
|
(1)
|
Unamortized deferred financing costs attributable to the credit facility are presented as a component of other noncurrent assets on the accompanying balance sheets and totaled
$3.5 million
and
$5.9 million
as of
September 30, 2017
, and
December 31, 2016
, respectively.
|
(2)
|
Letters of credit outstanding reduce the amount available under the credit facility on a dollar-for-dollar basis.
|
|
As of September 30, 2017
|
|
As of December 31, 2016
|
||||||||||||||||||||
|
Principal Amount
|
|
Unamortized Deferred Financing Costs
|
|
Senior Notes, Net of Unamortized Deferred Financing Costs
|
|
Principal Amount
|
|
Unamortized Deferred Financing Costs
|
|
Senior Notes, Net of Unamortized Deferred Financing Costs
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
6.50% Senior Notes due 2021
(1) (2)
|
$
|
344,611
|
|
|
$
|
2,830
|
|
|
$
|
341,781
|
|
|
$
|
346,955
|
|
|
$
|
3,372
|
|
|
$
|
343,583
|
|
6.125% Senior Notes due 2022
(2)
|
561,796
|
|
|
6,095
|
|
|
555,701
|
|
|
561,796
|
|
|
6,979
|
|
|
554,817
|
|
||||||
6.50% Senior Notes due 2023
(2)
|
394,985
|
|
|
3,889
|
|
|
391,096
|
|
|
394,985
|
|
|
4,436
|
|
|
390,549
|
|
||||||
5.0% Senior Notes due 2024
|
500,000
|
|
|
5,841
|
|
|
494,159
|
|
|
500,000
|
|
|
6,533
|
|
|
493,467
|
|
||||||
5.625% Senior Notes due 2025
|
500,000
|
|
|
6,940
|
|
|
493,060
|
|
|
500,000
|
|
|
7,619
|
|
|
492,381
|
|
||||||
6.75% Senior Notes due 2026
(3)
|
500,000
|
|
|
7,451
|
|
|
492,549
|
|
|
500,000
|
|
|
8,078
|
|
|
491,922
|
|
||||||
Total
|
$
|
2,801,392
|
|
|
$
|
33,046
|
|
|
$
|
2,768,346
|
|
|
$
|
2,803,736
|
|
|
$
|
37,017
|
|
|
$
|
2,766,719
|
|
(1)
|
During the first quarter of 2017, the Company repurchased a total of
$2.3 million
in aggregate principal amount of
6.50%
Senior Notes due 2021 in open market transactions at a slight premium. The Company canceled all of these repurchased Senior Notes upon cash settlement.
|
(2)
|
During the first quarter of 2016, the Company repurchased a total of
$46.3 million
in aggregate principal amount of certain of its Senior Notes in open market transactions for a settlement amount of
$29.9 million
, excluding interest. The Company recorded a net gain on extinguishment of debt of approximately
$15.7 million
for the
nine
months ended
September 30, 2016
. This amount includes a gain of approximately
$16.4 million
associated with the discount realized upon repurchase, which was partially offset by approximately
$0.7 million
related to the acceleration of unamortized deferred financing costs. The Company canceled all of these repurchased Senior Notes upon cash settlement.
|
(3)
|
On
September 12, 2016
, the Company issued
6.75%
Senior Notes due
September 15, 2026
. The Company received net proceeds of
$491.6 million
after deducting paid and accrued fees. The net proceeds were used to partially fund the Rock Oil Acquisition that closed on
October 4, 2016
.
|
|
As of September 30, 2017
|
|
As of December 31, 2016
|
||||
|
(in thousands)
|
||||||
Principal amount of Senior Convertible Notes
|
$
|
172,500
|
|
|
$
|
172,500
|
|
Unamortized debt discount
|
(32,048
|
)
|
|
(37,513
|
)
|
||
Unamortized deferred financing costs
|
(3,440
|
)
|
|
(4,131
|
)
|
||
Net carrying amount
|
$
|
137,012
|
|
|
$
|
130,856
|
|
|
PSUs
(1)
|
|
Weighted-Average Grant-Date Fair Value
|
||
Non-vested at beginning of year
|
828,923
|
|
$
|
43.25
|
|
Granted
|
977,731
|
|
$
|
15.86
|
|
Vested
|
(94,338)
|
|
$
|
85.85
|
|
Forfeited
|
(168,658)
|
|
$
|
46.30
|
|
Non-vested at end of quarter
|
1,543,658
|
|
$
|
22.97
|
|
(1)
|
The number of awards assumes a multiplier of
one
. The final number of shares of common stock issued may vary depending on the three-year performance multiplier, which ranges from
zero
to
two
.
|
|
RSUs
|
|
Weighted-Average Grant-Date Fair Value
|
||
Non-vested at beginning of year
|
604,116
|
|
$
|
37.39
|
|
Granted
|
1,020,780
|
|
$
|
16.64
|
|
Vested
|
(251,575)
|
|
$
|
44.00
|
|
Forfeited
|
(102,183)
|
|
$
|
28.43
|
|
Non-vested at end of quarter
|
1,271,138
|
|
$
|
20.14
|
|
|
For the Three Months Ended
September 30, |
|
For the Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(in thousands)
|
||||||||||||||
Service cost
|
$
|
1,660
|
|
|
$
|
2,050
|
|
|
$
|
4,979
|
|
|
$
|
6,150
|
|
Interest cost
|
673
|
|
|
727
|
|
|
2,017
|
|
|
2,181
|
|
||||
Expected return on plan assets that reduces periodic pension benefit cost
|
(561
|
)
|
|
(559
|
)
|
|
(1,683
|
)
|
|
(1,677
|
)
|
||||
Amortization of prior service cost
|
4
|
|
|
4
|
|
|
13
|
|
|
13
|
|
||||
Amortization of net actuarial loss
|
324
|
|
|
396
|
|
|
973
|
|
|
1,187
|
|
||||
Net periodic benefit cost
|
$
|
2,100
|
|
|
$
|
2,618
|
|
|
$
|
6,299
|
|
|
$
|
7,854
|
|
|
For the Three Months Ended
September 30, |
|
For the Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(in thousands, except per share amounts)
|
||||||||||||||
Net loss
|
$
|
(89,112
|
)
|
|
$
|
(40,907
|
)
|
|
$
|
(134,585
|
)
|
|
$
|
(556,798
|
)
|
Basic weighted-average common shares outstanding
|
111,575
|
|
|
78,468
|
|
|
111,366
|
|
|
71,574
|
|
||||
Add: dilutive effect of non-vested RSUs and contingent PSUs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Add: dilutive effect of Senior Convertible Notes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Diluted weighted-average common shares outstanding
|
111,575
|
|
|
78,468
|
|
|
111,366
|
|
|
71,574
|
|
||||
Basic net loss per common share
|
$
|
(0.80
|
)
|
|
$
|
(0.52
|
)
|
|
$
|
(1.21
|
)
|
|
$
|
(7.78
|
)
|
Diluted net loss per common share
|
$
|
(0.80
|
)
|
|
$
|
(0.52
|
)
|
|
$
|
(1.21
|
)
|
|
$
|
(7.78
|
)
|
Contract Period
|
|
NYMEX WTI Volumes
|
|
Weighted-Average
Contract Price
|
|||
|
|
(MBbls)
|
|
(per Bbl)
|
|||
Fourth quarter 2017
|
|
1,510
|
|
|
$
|
47.11
|
|
2018
|
|
6,272
|
|
|
$
|
49.82
|
|
2019
|
|
1,940
|
|
|
$
|
50.70
|
|
Total
|
|
9,722
|
|
|
|
Contract Period
|
|
NYMEX WTI
Volumes
|
|
Weighted-
Average Floor
Price
|
|
Weighted-
Average Ceiling
Price
|
|||||
|
|
(MBbls)
|
|
(per Bbl)
|
|
(per Bbl)
|
|||||
Fourth quarter 2017
|
|
1,086
|
|
|
$
|
47.51
|
|
|
$
|
56.05
|
|
2018
|
|
5,030
|
|
|
$
|
50.00
|
|
|
$
|
58.07
|
|
2019
|
|
3,128
|
|
|
$
|
50.00
|
|
|
$
|
58.84
|
|
Total
|
|
9,244
|
|
|
|
|
|
Contract Period
|
|
Midland-Cushing Volumes
|
|
Weighted-Average
Contract Price
(1)
|
|||
|
|
(MBbls)
|
|
(per Bbl)
|
|||
Fourth quarter 2017
|
|
1,856
|
|
|
$
|
(1.50
|
)
|
2018
|
|
8,734
|
|
|
$
|
(1.27
|
)
|
2019
|
|
3,963
|
|
|
$
|
(1.45
|
)
|
Total
|
|
14,553
|
|
|
|
(1)
|
Represents the price differential between WTI prices at Midland, Texas and WTI prices at Cushing, Oklahoma.
|
Contract Period
|
|
Sold
Volumes
|
|
Weighted-Average
Contract Price
|
|
Purchased Volumes
(1)
|
|
Weighted- Average Contract Price
|
|
Net
Volumes
|
|||||||
|
|
(BBtu)
|
|
(per MMBtu)
|
|
(BBtu)
|
|
(per MMBtu)
|
|
(BBtu)
|
|||||||
Fourth quarter 2017
|
|
22,001
|
|
|
$
|
3.98
|
|
|
—
|
|
|
$
|
—
|
|
|
22,001
|
|
2018
|
|
102,900
|
|
|
$
|
3.37
|
|
|
(30,606
|
)
|
|
$
|
4.27
|
|
|
72,294
|
|
2019
|
|
41,394
|
|
|
$
|
3.76
|
|
|
(24,415
|
)
|
|
$
|
4.34
|
|
|
16,979
|
|
Total
(2)
|
|
166,295
|
|
|
|
|
(55,021
|
)
|
|
|
|
111,274
|
|
(1)
|
During 2016, the Company restructured certain of its natural gas derivative contracts by buying fixed price volumes to offset existing 2018 and 2019 fixed price swap contracts totaling
55.0 million
MMBtu. The Company then entered into new 2017 fixed price swap contracts totaling
38.6 million
MMBtu with a contract price of
$4.43
per MMBtu. No other cash or other consideration was included as part of the restructuring.
|
(2)
|
Total net volumes of natural gas swaps are comprised of
IF El Paso Permian
(
1%
),
IF HSC
(
98%
), and
IF NNG Ventura
(
1%
).
|
|
|
OPIS Purity Ethane Mont Belvieu
|
|
OPIS Propane Mont Belvieu Non-TET
|
|
OPIS Normal Butane Mont Belvieu Non-TET
|
|
OPIS Isobutane Mont Belvieu Non-TET
|
|
OPIS Natural Gasoline Mont Belvieu Non-TET
|
||||||||||||||||||||
Contract Period
|
|
Volumes
|
Weighted-Average
Contract Price
|
|
Volumes
|
Weighted-Average
Contract Price |
|
Volumes
|
Weighted-Average
Contract Price |
|
Volumes
|
Weighted-Average
Contract Price |
|
Volumes
|
Weighted-Average
Contract Price |
|||||||||||||||
|
|
(MBbls)
|
(per Bbl)
|
|
(MBbls)
|
(per Bbl)
|
|
(MBbls)
|
(per Bbl)
|
|
(MBbls)
|
(per Bbl)
|
|
(MBbls)
|
(per Bbl)
|
|||||||||||||||
Fourth quarter 2017
|
|
966
|
|
$
|
9.65
|
|
|
653
|
|
$
|
24.24
|
|
|
214
|
|
$
|
35.29
|
|
|
174
|
|
$
|
35.60
|
|
|
203
|
|
$
|
48.41
|
|
2018
|
|
4,017
|
|
$
|
11.00
|
|
|
2,464
|
|
$
|
24.74
|
|
|
391
|
|
$
|
35.14
|
|
|
308
|
|
$
|
34.72
|
|
|
427
|
|
$
|
48.44
|
|
2019
|
|
3,112
|
|
$
|
12.27
|
|
|
1,036
|
|
$
|
26.49
|
|
|
—
|
|
$
|
—
|
|
|
—
|
|
$
|
—
|
|
|
—
|
|
$
|
—
|
|
2020
|
|
539
|
|
$
|
11.13
|
|
|
—
|
|
$
|
—
|
|
|
—
|
|
$
|
—
|
|
|
—
|
|
$
|
—
|
|
|
—
|
|
$
|
—
|
|
Total
|
|
8,634
|
|
|
|
4,153
|
|
|
|
605
|
|
|
|
482
|
|
|
|
630
|
|
|
|
As of September 30, 2017
|
||||||||||
|
Derivative Assets
|
|
Derivative Liabilities
|
||||||||
|
Balance Sheet
Classification
|
|
Fair Value
|
|
Balance Sheet
Classification
|
|
Fair Value
|
||||
|
(in thousands)
|
||||||||||
Commodity contracts
|
Current assets
|
|
$
|
63,685
|
|
|
Current liabilities
|
|
$
|
87,791
|
|
Commodity contracts
|
Noncurrent assets
|
|
60,035
|
|
|
Noncurrent liabilities
|
|
67,676
|
|
||
Derivatives not designated as hedging instruments
|
|
|
$
|
123,720
|
|
|
|
|
$
|
155,467
|
|
|
As of December 31, 2016
|
||||||||||
|
Derivative Assets
|
|
Derivative Liabilities
|
||||||||
|
Balance Sheet
Classification
|
|
Fair Value
|
|
Balance Sheet
Classification
|
|
Fair Value
|
||||
|
(in thousands)
|
||||||||||
Commodity contracts
|
Current assets
|
|
$
|
54,521
|
|
|
Current liabilities
|
|
$
|
115,464
|
|
Commodity contracts
|
Noncurrent assets
|
|
67,575
|
|
|
Noncurrent liabilities
|
|
98,340
|
|
||
Derivatives not designated as hedging instruments
|
|
|
$
|
122,096
|
|
|
|
|
$
|
213,804
|
|
|
|
Derivative Assets
|
|
Derivative Liabilities
|
||||||||||||
|
|
As of
|
|
As of
|
||||||||||||
Offsetting of Derivative Assets and Liabilities
|
|
September 30,
2017 |
|
December 31, 2016
|
|
September 30,
2017 |
|
December 31, 2016
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Gross amounts presented in the accompanying balance sheets
|
|
$
|
123,720
|
|
|
$
|
122,096
|
|
|
$
|
(155,467
|
)
|
|
$
|
(213,804
|
)
|
Amounts not offset in the accompanying balance sheets
|
|
(85,195
|
)
|
|
(118,080
|
)
|
|
85,195
|
|
|
118,080
|
|
||||
Net amounts
|
|
$
|
38,525
|
|
|
$
|
4,016
|
|
|
$
|
(70,272
|
)
|
|
$
|
(95,724
|
)
|
|
For the Three Months Ended
September 30, |
|
For the Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(in thousands)
|
||||||||||||||
Derivative settlement (gain) loss:
|
|
|
|
|
|
|
|
||||||||
Oil contracts
|
$
|
2,472
|
|
|
$
|
(49,241
|
)
|
|
$
|
14,310
|
|
|
$
|
(221,397
|
)
|
Gas contracts
|
(24,088
|
)
|
|
(10,096
|
)
|
|
(63,345
|
)
|
|
(82,588
|
)
|
||||
NGL contracts
|
8,524
|
|
|
1,841
|
|
|
19,633
|
|
|
(2,249
|
)
|
||||
Total derivative settlement gain
|
$
|
(13,092
|
)
|
|
$
|
(57,496
|
)
|
|
$
|
(29,402
|
)
|
|
$
|
(306,234
|
)
|
|
|
|
|
|
|
|
|
||||||||
Total net derivative (gain) loss:
|
|
|
|
|
|
|
|
||||||||
Oil contracts
|
$
|
45,874
|
|
|
$
|
(733
|
)
|
|
$
|
(41,910
|
)
|
|
$
|
49,608
|
|
Gas contracts
|
(6,068
|
)
|
|
(14,006
|
)
|
|
(56,574
|
)
|
|
24,460
|
|
||||
NGL contracts
|
40,793
|
|
|
(13,298
|
)
|
|
9,120
|
|
|
47,018
|
|
||||
Total net derivative (gain) loss
|
$
|
80,599
|
|
|
$
|
(28,037
|
)
|
|
$
|
(89,364
|
)
|
|
$
|
121,086
|
|
•
|
Level 1 – quoted prices in active markets for identical assets or liabilities
|
•
|
Level 2 – quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations whose inputs are observable or whose significant value drivers are observable
|
•
|
Level 3 – significant inputs to the valuation model are unobservable
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||
|
(in thousands)
|
||||||||||
Assets:
|
|
|
|
|
|
||||||
Derivatives
(1)
|
$
|
—
|
|
|
$
|
123,720
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
||||||
Derivatives
(1)
|
$
|
—
|
|
|
$
|
155,467
|
|
|
$
|
—
|
|
(1)
|
This represents a financial asset or liability that is measured at fair value on a recurring basis.
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||
|
(in thousands)
|
||||||||||
Assets:
|
|
|
|
|
|
||||||
Derivatives
(1)
|
$
|
—
|
|
|
$
|
122,096
|
|
|
$
|
—
|
|
Total property and equipment, net
(2)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
88,205
|
|
Liabilities:
|
|
|
|
|
|
||||||
Derivatives
(1)
|
$
|
—
|
|
|
$
|
213,804
|
|
|
$
|
—
|
|
(1)
|
This represents a financial asset or liability that is measured at fair value on a recurring basis.
|
(2)
|
This represents a non-financial asset that is measured at fair value on a nonrecurring basis.
|
|
As of September 30, 2017
|
|
As of December 31, 2016
|
||||||||||||
|
Principal Amount
|
|
Fair Value
|
|
Principal Amount
|
|
Fair Value
|
||||||||
|
(in thousands)
|
||||||||||||||
6.50% Senior Notes due 2021
|
$
|
344,611
|
|
|
$
|
349,780
|
|
|
$
|
346,955
|
|
|
$
|
354,546
|
|
6.125% Senior Notes due 2022
|
$
|
561,796
|
|
|
$
|
565,830
|
|
|
$
|
561,796
|
|
|
$
|
570,925
|
|
6.50% Senior Notes due 2023
|
$
|
394,985
|
|
|
$
|
397,947
|
|
|
$
|
394,985
|
|
|
$
|
403,134
|
|
5.0% Senior Notes due 2024
|
$
|
500,000
|
|
|
$
|
471,660
|
|
|
$
|
500,000
|
|
|
$
|
475,975
|
|
5.625% Senior Notes due 2025
|
$
|
500,000
|
|
|
$
|
477,350
|
|
|
$
|
500,000
|
|
|
$
|
485,000
|
|
6.75% Senior Notes due 2026
|
$
|
500,000
|
|
|
$
|
502,500
|
|
|
$
|
500,000
|
|
|
$
|
516,565
|
|
1.50% Senior Convertible Notes due 2021
|
$
|
172,500
|
|
|
$
|
163,240
|
|
|
$
|
172,500
|
|
|
$
|
202,189
|
|
•
|
demonstrate the value of our 2016 and 2017 acquisitions in the Midland Basin;
|
•
|
generate high margin production growth from our operated acreage positions in the Midland Basin and Eagle Ford shale;
|
•
|
successfully execute the sale of our outside-operated Eagle Ford shale and Divide County, North Dakota, assets; and
|
•
|
reduce our outstanding debt.
|
|
Midland Basin
|
|
Eagle Ford Shale
|
|
Bakken/Three Forks
|
|
Total
|
||||||||||||||||
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
||||||||
Wells drilled but not completed at December 31, 2016
|
17
|
|
|
17
|
|
|
47
|
|
|
47
|
|
|
20
|
|
|
17
|
|
|
84
|
|
|
81
|
|
Wells drilled
|
19
|
|
|
19
|
|
|
5
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|
24
|
|
Wells completed
|
(16
|
)
|
|
(16
|
)
|
|
(17
|
)
|
|
(17
|
)
|
|
—
|
|
|
—
|
|
|
(33
|
)
|
|
(33
|
)
|
Wells drilled but not completed at March 31, 2017
|
20
|
|
|
20
|
|
|
35
|
|
|
35
|
|
|
20
|
|
|
17
|
|
|
75
|
|
|
72
|
|
Wells drilled
|
24
|
|
|
23
|
|
|
6
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
30
|
|
|
29
|
|
Wells completed
|
(9
|
)
|
|
(9
|
)
|
|
(14
|
)
|
|
(14
|
)
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
|
(23
|
)
|
Wells drilled but not completed at June 30, 2017
|
35
|
|
|
34
|
|
|
27
|
|
|
27
|
|
|
20
|
|
|
17
|
|
|
82
|
|
|
78
|
|
Wells drilled
|
29
|
|
|
25
|
|
|
6
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
35
|
|
|
31
|
|
Wells completed
|
(23
|
)
|
|
(23
|
)
|
|
(7
|
)
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(30
|
)
|
|
(27
|
)
|
Other
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
Wells drilled but not completed at September 30, 2017
|
41
|
|
|
36
|
|
|
26
|
|
|
26
|
|
|
20
|
|
|
17
|
|
|
87
|
|
|
79
|
|
(1)
|
Reflects net working interest changes resulting from the Eagle Ford North joint venture agreement discussed above.
|
|
Permian
|
|
South Texas & Gulf Coast
|
|
Rocky Mountain
|
|
Total
|
||||||||||||
|
Three Months Ended
|
Nine Months Ended
|
|
Three Months Ended
|
Nine Months Ended
|
|
Three Months Ended
|
Nine Months Ended
|
|
Three Months Ended
|
Nine Months Ended
|
||||||||
Oil (MMBbl)
|
2.3
|
|
5.6
|
|
|
0.4
|
|
1.6
|
|
|
0.7
|
|
2.6
|
|
|
3.4
|
|
9.8
|
|
Gas (Bcf)
|
3.9
|
|
10.1
|
|
|
24.2
|
|
83.8
|
|
|
1.0
|
|
3.1
|
|
|
29.1
|
|
97.0
|
|
NGLs (MMBbl)
|
—
|
|
—
|
|
|
2.4
|
|
8.0
|
|
|
—
|
|
0.1
|
|
|
2.4
|
|
8.1
|
|
Equivalent (MMBOE)
|
3.0
|
|
7.3
|
|
|
6.7
|
|
23.5
|
|
|
1.0
|
|
3.2
|
|
|
10.7
|
|
34.1
|
|
Avg. daily equivalents (MBOE/d)
|
32.3
|
|
26.9
|
|
|
73.3
|
|
86.2
|
|
|
10.4
|
|
11.8
|
|
|
116.0
|
|
124.9
|
|
Relative percentage
|
28
|
%
|
22
|
%
|
|
63
|
%
|
69
|
%
|
|
9
|
%
|
9
|
%
|
|
100
|
%
|
100
|
%
|
•
|
We recorded a net loss of
$89.1 million
, or
$0.80
per diluted share, for the three months ended
September 30, 2017
, compared with a net loss of
$40.9 million
, or
$0.52
per diluted share, for the same period in
2016
. Please refer to
Comparison of Financial Results and Trends Between the Three Months and Nine Months Ended September 30, 2017, and 2016
below for additional discussion regarding the components of net loss for each period presented.
|
•
|
We had net cash provided by operating activities of
$128.5 million
for the three months ended
September 30, 2017
, compared with
$158.1 million
for the same period in
2016
. Please refer to
Overview of Liquidity and Capital Resources
below for additional discussion of our sources and uses of cash.
|
•
|
Adjusted EBITDAX, a non-GAAP financial measure, for the three months ended
September 30, 2017
, was
$164.5 million
, compared with
$205.1 million
for the same period in
2016
. Please refer to
Non-GAAP Financial Measures
below for additional discussion, including our definition of adjusted EBITDAX and reconciliations of our net loss and net cash provided by operating activities to adjusted EBITDAX.
|
|
For the Three Months Ended
|
||||||||||
|
September 30, 2017
|
|
June 30, 2017
|
|
September 30, 2016
|
||||||
Crude Oil (per Bbl):
|
|
|
|
|
|
||||||
Average NYMEX contract monthly price
|
$
|
48.20
|
|
|
$
|
48.28
|
|
|
$
|
44.94
|
|
Realized price, before the effect of derivative settlements
|
$
|
45.20
|
|
|
$
|
44.30
|
|
|
$
|
38.81
|
|
Effect of oil derivative settlements
|
$
|
(0.73
|
)
|
|
$
|
(0.94
|
)
|
|
$
|
11.34
|
|
|
|
|
|
|
|
||||||
Natural Gas:
|
|
|
|
|
|
||||||
Average NYMEX monthly settle price (per MMBtu)
|
$
|
3.00
|
|
|
$
|
3.18
|
|
|
$
|
2.81
|
|
Realized price, before the effect of derivative settlements (per Mcf)
|
$
|
2.96
|
|
|
$
|
2.99
|
|
|
$
|
2.71
|
|
Effect of natural gas derivative settlements (per Mcf)
|
$
|
0.83
|
|
|
$
|
0.64
|
|
|
$
|
0.27
|
|
|
|
|
|
|
|
||||||
NGLs (per Bbl):
|
|
|
|
|
|
||||||
Average OPIS price
(1)
|
$
|
27.55
|
|
|
$
|
24.11
|
|
|
$
|
19.74
|
|
Realized price, before the effect of derivative settlements
|
$
|
22.40
|
|
|
$
|
19.71
|
|
|
$
|
16.58
|
|
Effect of NGL derivative settlements
|
$
|
(3.54
|
)
|
|
$
|
(0.98
|
)
|
|
$
|
(0.51
|
)
|
(1)
|
Average OPIS prices per barrel of NGL, historical or strip, are based on a product mix of
37%
Ethane,
32%
Propane,
14%
Natural Gasoline,
11%
Normal Butane, and
6%
Isobutane for all periods presented. This product mix represents the industry standard composite barrel and does not necessarily represent our product mix for NGL production. Realized prices reflect our actual product mix.
|
|
As of October 26, 2017
|
|
As of September 30, 2017
|
||||
NYMEX WTI oil (per Bbl)
|
$
|
52.87
|
|
|
$
|
51.99
|
|
NYMEX Henry Hub gas (per MMBtu)
|
$
|
3.02
|
|
|
$
|
3.05
|
|
OPIS NGLs (per Bbl)
|
$
|
29.61
|
|
|
$
|
28.67
|
|
|
For the Three Months Ended
|
||||||||||||||
|
September 30,
|
|
June 30,
|
|
March 31,
|
|
December 31,
|
||||||||
|
2017
|
|
2017
|
|
2017
|
|
2016
|
||||||||
|
(in millions, except for production data)
|
||||||||||||||
Production (MMBOE)
|
10.7
|
|
|
11.3
|
|
|
12.1
|
|
|
13.4
|
|
||||
Oil, gas, and NGL production revenue
|
$
|
294.5
|
|
|
$
|
284.9
|
|
|
$
|
333.2
|
|
|
$
|
346.3
|
|
Oil, gas, and NGL production expense
|
$
|
122.7
|
|
|
$
|
124.4
|
|
|
$
|
138.0
|
|
|
$
|
151.9
|
|
Depletion, depreciation, amortization, and asset retirement obligation liability accretion
|
$
|
134.6
|
|
|
$
|
153.2
|
|
|
$
|
137.8
|
|
|
$
|
171.6
|
|
Exploration
|
$
|
14.2
|
|
|
$
|
13.1
|
|
|
$
|
12.0
|
|
|
$
|
23.7
|
|
General and administrative
|
$
|
27.9
|
|
|
$
|
28.5
|
|
|
$
|
29.2
|
|
|
$
|
33.3
|
|
Net income (loss)
|
$
|
(89.1
|
)
|
|
$
|
(119.9
|
)
|
|
$
|
74.4
|
|
|
$
|
(200.9
|
)
|
|
For the Three Months Ended
|
||||||||||||||
|
September 30,
|
|
June 30,
|
|
March 31,
|
|
December 31,
|
||||||||
|
2017
|
|
2017
|
|
2017
|
|
2016
|
||||||||
Average net daily production equivalent (MBOE per day)
|
116.0
|
|
|
124.6
|
|
|
134.4
|
|
|
145.6
|
|
||||
Lease operating expense (per BOE)
|
$
|
4.81
|
|
|
$
|
4.11
|
|
|
$
|
3.82
|
|
|
$
|
3.67
|
|
Transportation costs (per BOE)
|
$
|
5.24
|
|
|
$
|
5.71
|
|
|
$
|
5.88
|
|
|
$
|
6.39
|
|
Production taxes as a percent of oil, gas, and NGL production revenue
|
4.2
|
%
|
|
4.0
|
%
|
|
4.2
|
%
|
|
4.3
|
%
|
||||
Ad valorem tax expense (per BOE)
|
$
|
0.29
|
|
|
$
|
0.16
|
|
|
$
|
0.55
|
|
|
$
|
0.17
|
|
Depletion, depreciation, amortization, and asset retirement obligation liability accretion (per BOE)
|
$
|
12.61
|
|
|
$
|
13.52
|
|
|
$
|
11.39
|
|
|
$
|
12.81
|
|
General and administrative (per BOE)
|
$
|
2.61
|
|
|
$
|
2.51
|
|
|
$
|
2.42
|
|
|
$
|
2.49
|
|
|
For the Three Months Ended September 30,
|
|
Amount Change Between Periods
|
|
Percent Change Between Periods
|
|
For the Nine Months Ended September 30,
|
|
Amount Change Between Periods
|
|
Percent Change Between Periods
|
||||||||||||||||||
|
2017
|
|
2016
|
|
|
2017
|
|
2016
|
|
||||||||||||||||||||
Net production volumes
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Oil (MMBbl)
|
3.4
|
|
|
4.3
|
|
|
(0.9
|
)
|
|
(21
|
)%
|
|
9.8
|
|
|
12.6
|
|
|
(2.7
|
)
|
|
(22
|
)%
|
||||||
Gas (Bcf)
|
29.1
|
|
|
37.1
|
|
|
(8.0
|
)
|
|
(22
|
)%
|
|
97.0
|
|
|
111.7
|
|
|
(14.7
|
)
|
|
(13
|
)%
|
||||||
NGLs (MMBbl)
|
2.4
|
|
|
3.6
|
|
|
(1.2
|
)
|
|
(34
|
)%
|
|
8.1
|
|
|
10.7
|
|
|
(2.6
|
)
|
|
(24
|
)%
|
||||||
Equivalent (MMBOE)
|
10.7
|
|
|
14.2
|
|
|
(3.5
|
)
|
|
(25
|
)%
|
|
34.1
|
|
|
41.9
|
|
|
(7.8
|
)
|
|
(19
|
)%
|
||||||
Average net daily production
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Oil (MBbl per day)
|
37.1
|
|
|
47.2
|
|
|
(10.1
|
)
|
|
(21
|
)%
|
|
36.1
|
|
|
45.9
|
|
|
(9.8
|
)
|
|
(21
|
)%
|
||||||
Gas (MMcf per day)
|
316.1
|
|
|
403.0
|
|
|
(86.9
|
)
|
|
(22
|
)%
|
|
355.4
|
|
|
407.8
|
|
|
(52.4
|
)
|
|
(13
|
)%
|
||||||
NGLs (MBbl per day)
|
26.2
|
|
|
39.5
|
|
|
(13.3
|
)
|
|
(34
|
)%
|
|
29.6
|
|
|
39.0
|
|
|
(9.4
|
)
|
|
(24
|
)%
|
||||||
Equivalent (MBOE per day)
|
116.0
|
|
|
153.9
|
|
|
(37.9
|
)
|
|
(25
|
)%
|
|
124.9
|
|
|
152.9
|
|
|
(27.9
|
)
|
|
(18
|
)%
|
||||||
Oil, gas, and NGL production revenue (in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Oil production revenue
|
$
|
154.2
|
|
|
$
|
168.6
|
|
|
$
|
(14.4
|
)
|
|
(9
|
)%
|
|
$
|
450.7
|
|
|
$
|
436.0
|
|
|
$
|
14.7
|
|
|
3
|
%
|
Gas production revenue
|
86.3
|
|
|
100.4
|
|
|
(14.1
|
)
|
|
(14
|
)%
|
|
289.2
|
|
|
236.7
|
|
|
52.5
|
|
|
22
|
%
|
||||||
NGL production revenue
|
54.0
|
|
|
60.2
|
|
|
(6.2
|
)
|
|
(10
|
)%
|
|
172.7
|
|
|
159.4
|
|
|
13.3
|
|
|
8
|
%
|
||||||
Total
|
$
|
294.5
|
|
|
$
|
329.2
|
|
|
$
|
(34.7
|
)
|
|
(11
|
)%
|
|
$
|
912.6
|
|
|
$
|
832.1
|
|
|
$
|
80.5
|
|
|
10
|
%
|
Oil, gas, and NGL production expense (in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Lease operating expense
|
$
|
51.4
|
|
|
$
|
46.5
|
|
|
$
|
4.9
|
|
|
11
|
%
|
|
$
|
144.1
|
|
|
$
|
144.7
|
|
|
$
|
(0.6
|
)
|
|
—
|
%
|
Transportation costs
|
55.9
|
|
|
88.4
|
|
|
(32.5
|
)
|
|
(37
|
)%
|
|
191.7
|
|
|
254.8
|
|
|
(63.1
|
)
|
|
(25
|
)%
|
||||||
Production taxes
|
12.4
|
|
|
14.7
|
|
|
(2.3
|
)
|
|
(16
|
)%
|
|
37.8
|
|
|
37.0
|
|
|
0.8
|
|
|
2
|
%
|
||||||
Ad valorem tax expense
|
3.0
|
|
|
2.9
|
|
|
0.1
|
|
|
3
|
%
|
|
11.5
|
|
|
9.2
|
|
|
2.3
|
|
|
25
|
%
|
||||||
Total
|
$
|
122.7
|
|
|
$
|
152.5
|
|
|
$
|
(29.8
|
)
|
|
(20
|
)%
|
|
$
|
385.1
|
|
|
$
|
445.7
|
|
|
$
|
(60.6
|
)
|
|
(14
|
)%
|
Realized price (before the effect of derivative settlements)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Oil (per Bbl)
|
$
|
45.20
|
|
|
$
|
38.81
|
|
|
$
|
6.39
|
|
|
16
|
%
|
|
$
|
45.77
|
|
|
$
|
34.69
|
|
|
$
|
11.08
|
|
|
32
|
%
|
Gas (per Mcf)
|
$
|
2.96
|
|
|
$
|
2.71
|
|
|
$
|
0.25
|
|
|
9
|
%
|
|
$
|
2.98
|
|
|
$
|
2.12
|
|
|
$
|
0.86
|
|
|
41
|
%
|
NGLs (per Bbl)
|
$
|
22.40
|
|
|
$
|
16.58
|
|
|
$
|
5.82
|
|
|
35
|
%
|
|
$
|
21.36
|
|
|
$
|
14.91
|
|
|
$
|
6.45
|
|
|
43
|
%
|
Per BOE
|
$
|
27.59
|
|
|
$
|
23.25
|
|
|
$
|
4.34
|
|
|
19
|
%
|
|
$
|
26.76
|
|
|
$
|
19.87
|
|
|
$
|
6.89
|
|
|
35
|
%
|
Per BOE data
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Production costs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Lease operating expense
|
$
|
4.81
|
|
|
$
|
3.29
|
|
|
$
|
1.52
|
|
|
46
|
%
|
|
$
|
4.22
|
|
|
$
|
3.46
|
|
|
$
|
0.76
|
|
|
22
|
%
|
Transportation costs
|
$
|
5.24
|
|
|
$
|
6.24
|
|
|
$
|
(1.00
|
)
|
|
(16
|
)%
|
|
$
|
5.62
|
|
|
$
|
6.08
|
|
|
$
|
(0.46
|
)
|
|
(8
|
)%
|
Production taxes
|
$
|
1.15
|
|
|
$
|
1.04
|
|
|
$
|
0.11
|
|
|
11
|
%
|
|
$
|
1.11
|
|
|
$
|
0.88
|
|
|
$
|
0.23
|
|
|
26
|
%
|
Ad valorem tax expense
|
$
|
0.29
|
|
|
$
|
0.21
|
|
|
$
|
0.08
|
|
|
38
|
%
|
|
$
|
0.34
|
|
|
$
|
0.22
|
|
|
$
|
0.12
|
|
|
55
|
%
|
General and administrative
|
$
|
2.61
|
|
|
$
|
2.31
|
|
|
$
|
0.30
|
|
|
13
|
%
|
|
$
|
2.51
|
|
|
$
|
2.22
|
|
|
$
|
0.29
|
|
|
13
|
%
|
Depletion, depreciation, amortization, and asset retirement obligation liability accretion
|
$
|
12.61
|
|
|
$
|
13.70
|
|
|
$
|
(1.09
|
)
|
|
(8
|
)%
|
|
$
|
12.48
|
|
|
$
|
14.78
|
|
|
$
|
(2.30
|
)
|
|
(16
|
)%
|
Derivative settlement gain
(2)
|
$
|
1.23
|
|
|
$
|
4.06
|
|
|
$
|
(2.83
|
)
|
|
(70
|
)%
|
|
$
|
0.86
|
|
|
$
|
7.31
|
|
|
$
|
(6.45
|
)
|
|
(88
|
)%
|
Earnings per share information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Basic net loss per common share
|
$
|
(0.80
|
)
|
|
$
|
(0.52
|
)
|
|
$
|
(0.28
|
)
|
|
(54
|
)%
|
|
$
|
(1.21
|
)
|
|
$
|
(7.78
|
)
|
|
$
|
6.57
|
|
|
84
|
%
|
Diluted net loss per common share
|
$
|
(0.80
|
)
|
|
$
|
(0.52
|
)
|
|
$
|
(0.28
|
)
|
|
(54
|
)%
|
|
$
|
(1.21
|
)
|
|
$
|
(7.78
|
)
|
|
$
|
6.57
|
|
|
84
|
%
|
Basic weighted-average common shares outstanding (in thousands)
|
111,575
|
|
|
78,468
|
|
|
33,107
|
|
|
42
|
%
|
|
111,366
|
|
|
71,574
|
|
|
39,792
|
|
|
56
|
%
|
||||||
Diluted weighted-average common shares outstanding (in thousands)
|
111,575
|
|
|
78,468
|
|
|
33,107
|
|
|
42
|
%
|
|
111,366
|
|
|
71,574
|
|
|
39,792
|
|
|
56
|
%
|
(1)
|
Amount and percentage changes may not calculate due to rounding.
|
(2)
|
Derivative settlements for the three and
nine
months ended
September 30, 2017
, and
2016
, respectively, are included within the net derivative (gain) loss line item in the accompanying statements of operations.
|
|
Average Net Daily Production
Increase (Decrease)
|
|
Production Revenues
Increase (Decrease)
|
|
Production Costs
Increase (Decrease)
|
|||||||||||||
|
Three Months Ended
|
Nine Months Ended
|
|
Three Months Ended
|
Nine Months Ended
|
|
Three Months Ended
|
Nine Months Ended
|
||||||||||
|
(MBOE/d)
|
|
(in millions)
|
|
(in millions)
|
|||||||||||||
Permian
|
21.6
|
|
18.2
|
|
|
$
|
87.3
|
|
$
|
228.4
|
|
|
$
|
23.2
|
|
$
|
56.1
|
|
South Texas & Gulf Coast
|
(40.1
|
)
|
(28.4
|
)
|
|
(66.0
|
)
|
(35.3
|
)
|
|
(30.5
|
)
|
(57.3
|
)
|
||||
Rocky Mountain
|
(19.4
|
)
|
(17.7
|
)
|
|
(56.0
|
)
|
(112.6
|
)
|
|
(22.5
|
)
|
(59.4
|
)
|
||||
Total
|
(37.9
|
)
|
(27.9
|
)
|
|
$
|
(34.7
|
)
|
$
|
80.5
|
|
|
$
|
(29.8
|
)
|
$
|
(60.6
|
)
|
|
For the Three Months Ended
September 30, |
|
For the Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(in millions)
|
||||||||||||||
Depletion, depreciation, amortization, and asset retirement obligation liability accretion
|
$
|
134.6
|
|
|
$
|
194.0
|
|
|
$
|
425.6
|
|
|
$
|
619.2
|
|
|
For the Three Months Ended
September 30, |
|
For the Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(in millions)
|
||||||||||||||
Exploration
|
$
|
14.2
|
|
|
$
|
13.5
|
|
|
$
|
39.3
|
|
|
$
|
41.9
|
|
|
For the Three Months Ended
September 30, |
|
For the Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(in millions)
|
||||||||||||||
Impairment of proved properties
|
$
|
—
|
|
|
$
|
8.0
|
|
|
$
|
3.8
|
|
|
$
|
277.8
|
|
Abandonment and impairment of unproved properties
|
$
|
—
|
|
|
$
|
3.6
|
|
|
$
|
0.2
|
|
|
$
|
5.9
|
|
|
For the Three Months Ended
September 30, |
|
For the Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(in millions, except tax rate)
|
||||||||||||||
Income tax benefit
|
$
|
39.3
|
|
|
$
|
23.7
|
|
|
$
|
65.8
|
|
|
$
|
314.5
|
|
Effective tax rate
|
30.6
|
%
|
|
36.7
|
%
|
|
32.8
|
%
|
|
36.1
|
%
|
|
For the Three Months Ended
September 30, |
|
For the Nine Months Ended
September 30, |
||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
Weighted-average interest rate
|
6.3
|
%
|
|
6.2
|
%
|
|
6.5
|
%
|
|
6.1
|
%
|
Weighted-average borrowing rate
|
5.7
|
%
|
|
5.7
|
%
|
|
5.8
|
%
|
|
5.6
|
%
|
|
For the Nine Months Ended
September 30, |
|
Amount Change Between Periods
|
|
Percent Change Between Periods
|
|||||||||
|
2017
|
|
2016
|
|
|
|||||||||
|
(in millions)
|
|
|
|||||||||||
Net cash provided by operating activities
|
$
|
370.6
|
|
|
$
|
415.0
|
|
|
$
|
(44.4
|
)
|
|
(11
|
)%
|
|
For the Nine Months Ended
September 30, |
|
Amount Change Between Periods
|
|
Percent Change Between Periods
|
|||||||||
|
2017
|
|
2016
|
|
|
|||||||||
|
(in millions)
|
|
|
|||||||||||
Net cash provided by (used in) investing activities
|
$
|
69.0
|
|
|
$
|
(361.8
|
)
|
|
$
|
430.8
|
|
|
119
|
%
|
|
For the Nine Months Ended
September 30, |
|
Amount Change Between Periods
|
|
Percent Change Between Periods
|
|||||||||
|
2017
|
|
2016
|
|
|
|||||||||
|
(in millions)
|
|
|
|||||||||||
Net cash provided by (used in) financing activities
|
$
|
(7.6
|
)
|
|
$
|
927.5
|
|
|
$
|
(935.1
|
)
|
|
(101
|
)%
|
|
For the Three Months Ended
September 30, |
|
For the Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(in thousands)
|
||||||||||||||
Net loss (GAAP)
|
$
|
(89,112
|
)
|
|
$
|
(40,907
|
)
|
|
$
|
(134,585
|
)
|
|
$
|
(556,798
|
)
|
Interest expense
|
44,091
|
|
|
47,206
|
|
|
135,639
|
|
|
112,329
|
|
||||
Other non-operating income, net
|
(1,301
|
)
|
|
(221
|
)
|
|
(2,901
|
)
|
|
(232
|
)
|
||||
Income tax benefit
|
(39,270
|
)
|
|
(23,732
|
)
|
|
(65,825
|
)
|
|
(314,505
|
)
|
||||
Depletion, depreciation, amortization, and asset retirement obligation liability accretion
|
134,599
|
|
|
193,966
|
|
|
425,643
|
|
|
619,193
|
|
||||
Exploration
(1)
|
12,748
|
|
|
11,892
|
|
|
35,395
|
|
|
36,905
|
|
||||
Impairment of proved properties
|
—
|
|
|
8,049
|
|
|
3,806
|
|
|
277,834
|
|
||||
Abandonment and impairment of unproved properties
|
—
|
|
|
3,568
|
|
|
157
|
|
|
5,917
|
|
||||
Stock-based compensation expense
|
6,347
|
|
|
6,570
|
|
|
16,160
|
|
|
20,485
|
|
||||
Net derivative (gain) loss
|
80,599
|
|
|
(28,037
|
)
|
|
(89,364
|
)
|
|
121,086
|
|
||||
Derivative settlement gain
|
13,092
|
|
|
57,496
|
|
|
29,402
|
|
|
306,234
|
|
||||
Net (gain) loss on divestiture activity
|
1,895
|
|
|
(22,388
|
)
|
|
131,565
|
|
|
(3,413
|
)
|
||||
(Gain) loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
35
|
|
|
(15,722
|
)
|
||||
Other
|
785
|
|
|
(8,314
|
)
|
|
5,620
|
|
|
(4,757
|
)
|
||||
Adjusted EBITDAX (Non-GAAP)
|
164,473
|
|
|
205,148
|
|
|
490,747
|
|
|
604,556
|
|
||||
Interest expense
|
(44,091
|
)
|
|
(47,206
|
)
|
|
(135,639
|
)
|
|
(112,329
|
)
|
||||
Other non-operating income, net
|
1,301
|
|
|
221
|
|
|
2,901
|
|
|
232
|
|
||||
Income tax benefit
|
39,270
|
|
|
23,732
|
|
|
65,825
|
|
|
314,505
|
|
||||
Exploration
(1)
|
(12,748
|
)
|
|
(11,892
|
)
|
|
(35,395
|
)
|
|
(36,905
|
)
|
||||
Amortization of debt discount and deferred financing costs
|
3,799
|
|
|
3,757
|
|
|
12,478
|
|
|
5,687
|
|
||||
Deferred income taxes
|
(36,668
|
)
|
|
(23,756
|
)
|
|
(67,458
|
)
|
|
(314,770
|
)
|
||||
Plugging and abandonment
|
(486
|
)
|
|
(2,506
|
)
|
|
(2,095
|
)
|
|
(5,222
|
)
|
||||
Other, net
|
1,661
|
|
|
(3,060
|
)
|
|
(920
|
)
|
|
(4,100
|
)
|
||||
Changes in current assets and liabilities
|
11,971
|
|
|
13,701
|
|
|
40,153
|
|
|
(36,642
|
)
|
||||
Net cash provided by operating activities (GAAP)
|
$
|
128,482
|
|
|
$
|
158,139
|
|
|
$
|
370,597
|
|
|
$
|
415,012
|
|
•
|
the amount and nature of future capital expenditures and the availability of liquidity and capital resources to fund capital expenditures;
|
•
|
our outlook on future oil, gas, and NGL prices, well costs, and service costs;
|
•
|
the drilling of wells and other exploration and development activities and plans, as well as possible or expected acquisitions or divestitures;
|
•
|
the possible divestiture or farm-down of, or joint venture relating to, certain properties;
|
•
|
proved reserve estimates and the estimates of both future net revenues and the present value of future net revenues associated with those proved reserve estimates;
|
•
|
future oil, gas, and NGL production estimates;
|
•
|
cash flows, anticipated liquidity, and the future repayment of debt;
|
•
|
business strategies and other plans and objectives for future operations, including plans for expansion and growth of operations or to defer capital investment, and our outlook on our future financial condition or results of operations; and
|
•
|
other similar matters such as those discussed in the
Management’s Discussion and Analysis of Financial Condition and Results of Operations
section of this report.
|
•
|
the volatility of oil, gas, and NGL prices, and the effect it may have on our profitability, financial condition, cash flows, access to capital, and ability to grow production volumes and/or proved reserves;
|
•
|
weakness in economic conditions and uncertainty in financial markets;
|
•
|
our ability to replace reserves in order to sustain production;
|
•
|
our ability to raise the substantial amount of capital required to develop and/or replace our reserves;
|
•
|
our ability to compete against competitors that have greater financial, technical, and human resources;
|
•
|
our ability to attract and retain key personnel;
|
•
|
the imprecise estimations of our actual quantities and present value of proved oil, gas, and NGL reserves;
|
•
|
the uncertainty in evaluating recoverable reserves and estimating expected benefits or liabilities;
|
•
|
the possibility that exploration and development drilling may not result in commercially producible reserves;
|
•
|
our limited control over activities on outside-operated properties;
|
•
|
our reliance on the skill and expertise of third-party service providers on our operated properties;
|
•
|
the possibility that title to properties in which we claim an interest may be defective;
|
•
|
our planned drilling in existing or emerging resource plays using some of the latest available horizontal drilling and completion techniques is subject to drilling and completion risks and may not meet our expectations for reserves or production;
|
•
|
the uncertainties associated with acquisitions, divestitures, joint ventures, farm-downs, farm-outs and similar transactions with respect to certain assets, including whether such transactions will be consummated or completed in the form or timing and for the value that we anticipate;
|
•
|
the uncertainties associated with enhanced recovery methods;
|
•
|
our commodity derivative contracts may result in financial losses or may limit the prices we receive for oil, gas, and NGL sales;
|
•
|
the inability of one or more of our service providers, customers, or contractual counterparties to meet their obligations;
|
•
|
our ability to deliver required quantities of crude oil, natural gas, natural gas liquids, or water to contractual counterparties;
|
•
|
price declines or unsuccessful exploration efforts resulting in write-downs of our asset carrying values;
|
•
|
the impact that depressed oil, gas, or NGL prices could have on our borrowing capacity under our Credit Agreement;
|
•
|
the possibility our amount of debt may limit our ability to obtain financing for acquisitions, make us more vulnerable to adverse economic conditions, and make it more difficult for us to make payments on our debt;
|
•
|
the possibility that covenants in our Credit Agreement or the indentures governing the Senior Notes and Senior Convertible Notes may limit our discretion in the operation of our business, prohibit us from engaging in beneficial transactions, or lead to the accelerated payment of our debt;
|
•
|
operating and environmental risks and hazards that could result in substantial losses;
|
•
|
the impact of seasonal weather conditions and lease stipulations on our ability to conduct drilling activities;
|
•
|
our ability to acquire adequate supplies of water and dispose of or recycle water we use at a reasonable cost in accordance with environmental and other applicable rules;
|
•
|
complex laws and regulations, including environmental regulations, that result in substantial costs and other risks;
|
•
|
the availability and capacity of gathering, transportation, processing, and/or refining facilities;
|
•
|
our ability to sell and/or receive market prices for our oil, gas, and NGLs;
|
•
|
new technologies may cause our current exploration and drilling methods to become obsolete;
|
•
|
the possibility of security threats, including terrorist attacks and cybersecurity breaches, against, or otherwise impacting, our facilities and systems; and
|
•
|
litigation, environmental matters, the potential impact of legislation and government regulations, and the use of management estimates regarding such matters.
|
Period
|
(a)
Total Number of Shares Purchased
(1)
|
(b)
Weighted Average Price Paid per Share
|
(c)
Total Number of Shares Purchased as Part of Publicly Announced Program
|
(d)
Maximum Number of Shares that May Yet Be Purchased Under the Program
(2)
|
|||||
07/01/17 - 07/31/17
|
74,060
|
|
$
|
16.53
|
|
—
|
|
3,072,184
|
|
08/01/17 - 08/31/17
|
—
|
|
$
|
—
|
|
—
|
|
3,072,184
|
|
09/01/17 - 09/30/17
|
308
|
|
$
|
14.49
|
|
—
|
|
3,072,184
|
|
Total:
|
74,368
|
|
$
|
16.52
|
|
—
|
|
3,072,184
|
|
(1)
|
All shares purchased by us in the
third
quarter of 2017 were to offset tax withholding obligations that occurred upon the delivery of outstanding shares underlying restricted stock units delivered under the terms of grants under our Equity Incentive Compensation Plan.
|
(2)
|
In July 2006, our Board of Directors approved an increase in the number of shares that may be repurchased under the original August 1998 authorization to up to 6,000,000 shares as of the effective date of the resolution. Accordingly, as of the filing of this report, we may repurchase up to 3,072,184 shares of common stock on a prospective basis, subject to the approval of our Board of Directors. The shares may be repurchased from time to time in open market transactions or privately negotiated transactions, subject to market conditions and other factors, including certain provisions of our Credit Agreement, the indentures governing our Senior Notes and Senior Convertible Notes, and compliance with securities laws. Stock repurchases may be funded with existing cash balances, internal cash flow, or borrowings under our Credit Agreement. The stock repurchase program may be suspended or discontinued at any time.
|
Exhibit Number
|
|
Description
|
3.1
|
|
|
3.2
|
|
|
12.1*
|
|
|
31.1*
|
|
|
31.2*
|
|
|
32.1**
|
|
|
101.INS*
|
|
XBRL Instance Document
|
101.SCH*
|
|
XBRL Schema Document
|
101.CAL*
|
|
XBRL Calculation Linkbase Document
|
101.LAB*
|
|
XBRL Label Linkbase Document
|
101.PRE*
|
|
XBRL Presentation Linkbase Document
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
*
|
Filed with this report.
|
|
**
|
Furnished with this report.
|
|
SM ENERGY COMPANY
|
||
|
|
|
|
November 3, 2017
|
By:
|
/s/ JAVAN D. OTTOSON
|
|
|
|
Javan D. Ottoson
|
|
|
|
President and Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
November 3, 2017
|
By:
|
/s/ A. WADE PURSELL
|
|
|
|
A. Wade Pursell
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
November 3, 2017
|
By:
|
/s/ MARK T. SOLOMON
|
|
|
|
Mark T. Solomon
|
|
|
|
Vice President - Controller and Assistant Secretary
|
|
|
|
(Principal Accounting Officer)
|
1 Year SM Energy Chart |
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