| Condensed Consolidating Balance Sheets |
The following condensed consolidating balance sheets, statements of operations, statements of comprehensive income (loss) and statements of cash flows are provided for the Parent, the Guarantors and the Non-Guarantor and include the consolidating adjustments and eliminations necessary to arrive at the information for the Company on a condensed consolidated basis. The information has been presented using the equity method of accounting for the Parent’s ownership of the Guarantors and the Non-Guarantor.
CONDENSED CONSOLIDATING BALANCE SHEETS
(Amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2018 |
|
Parent |
|
Guarantors |
|
Non-Guarantor |
|
Eliminations |
|
Consolidated |
Assets |
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
$ |
81,357 |
|
|
$ |
37,254 |
|
|
$ |
2 |
|
|
$ |
— |
|
|
$ |
118,613 |
|
Accounts receivable - oil and natural gas |
133,387 |
|
|
66,070 |
|
|
— |
|
|
— |
|
|
199,457 |
|
Accounts receivable - intercompany |
585,111 |
|
|
64,492 |
|
|
— |
|
|
(649,603 |
) |
|
— |
|
Prepaid expenses and other current assets |
6,115 |
|
|
1,449 |
|
|
— |
|
|
— |
|
|
7,564 |
|
Short-term derivative instruments |
50,906 |
|
|
— |
|
|
— |
|
|
— |
|
|
50,906 |
|
Total current assets |
856,876 |
|
|
169,265 |
|
|
2 |
|
|
(649,603 |
) |
|
376,540 |
|
|
|
|
|
|
|
|
|
|
|
Property and equipment: |
|
|
|
|
|
|
|
|
|
Oil and natural gas properties, full-cost accounting |
6,769,164 |
|
|
2,702,262 |
|
|
— |
|
|
(729 |
) |
|
9,470,697 |
|
Other property and equipment |
89,597 |
|
|
51 |
|
|
— |
|
|
— |
|
|
89,648 |
|
Accumulated depletion, depreciation, amortization and impairment |
(4,264,609 |
) |
|
(38 |
) |
|
— |
|
|
— |
|
|
(4,264,647 |
) |
Property and equipment, net |
2,594,152 |
|
|
2,702,275 |
|
|
— |
|
|
(729 |
) |
|
5,295,698 |
|
Other assets: |
|
|
|
|
|
|
|
|
|
Equity investments and investments in subsidiaries |
2,458,237 |
|
|
77,350 |
|
|
53,563 |
|
|
(2,277,456 |
) |
|
311,694 |
|
Long-term derivative instruments |
15,769 |
|
|
— |
|
|
— |
|
|
— |
|
|
15,769 |
|
Deferred tax asset |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Inventories |
6,045 |
|
|
2,460 |
|
|
— |
|
|
— |
|
|
8,505 |
|
Other assets |
13,569 |
|
|
6,617 |
|
|
— |
|
|
— |
|
|
20,186 |
|
Total other assets |
2,493,620 |
|
|
86,427 |
|
|
53,563 |
|
|
(2,277,456 |
) |
|
356,154 |
|
Total assets |
$ |
5,944,648 |
|
|
$ |
2,957,967 |
|
|
$ |
53,565 |
|
|
$ |
(2,927,788 |
) |
|
$ |
6,028,392 |
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities |
$ |
443,963 |
|
|
$ |
133,585 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
577,548 |
|
Accounts payable - intercompany |
64,980 |
|
|
584,495 |
|
|
128 |
|
|
(649,603 |
) |
|
— |
|
Asset retirement obligation - current |
120 |
|
|
— |
|
|
— |
|
|
— |
|
|
120 |
|
Short-term derivative instruments |
37,570 |
|
|
— |
|
|
— |
|
|
— |
|
|
37,570 |
|
Current maturities of long-term debt |
629 |
|
|
— |
|
|
— |
|
|
— |
|
|
629 |
|
Total current liabilities |
547,262 |
|
|
718,080 |
|
|
128 |
|
|
(649,603 |
) |
|
615,867 |
|
Long-term derivative instruments |
2,499 |
|
|
— |
|
|
— |
|
|
— |
|
|
2,499 |
|
Asset retirement obligation - long-term |
64,091 |
|
|
12,176 |
|
|
— |
|
|
— |
|
|
76,267 |
|
Deferred tax liability |
2,884 |
|
|
— |
|
|
— |
|
|
— |
|
|
2,884 |
|
Other non-current liabilities |
— |
|
|
2,963 |
|
|
— |
|
|
— |
|
|
2,963 |
|
Long-term debt, net of current maturities |
2,239,023 |
|
|
— |
|
|
— |
|
|
— |
|
|
2,239,023 |
|
Total liabilities |
2,855,759 |
|
|
733,219 |
|
|
128 |
|
|
(649,603 |
) |
|
2,939,503 |
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ equity: |
|
|
|
|
|
|
|
|
|
Common stock |
1,735 |
|
|
— |
|
|
— |
|
|
— |
|
|
1,735 |
|
Paid-in capital |
4,319,034 |
|
|
1,915,598 |
|
|
260,877 |
|
|
(2,176,475 |
) |
|
4,319,034 |
|
Accumulated other comprehensive (loss) income |
(46,042 |
) |
|
— |
|
|
(43,909 |
) |
|
43,909 |
|
|
(46,042 |
) |
Retained (deficit) earnings |
(1,185,838 |
) |
|
309,150 |
|
|
(163,531 |
) |
|
(145,619 |
) |
|
(1,185,838 |
) |
Total stockholders’ equity |
3,088,889 |
|
|
2,224,748 |
|
|
53,437 |
|
|
(2,278,185 |
) |
|
3,088,889 |
|
Total liabilities and stockholders’ equity
|
$ |
5,944,648 |
|
|
$ |
2,957,967 |
|
|
$ |
53,565 |
|
|
$ |
(2,927,788 |
) |
|
$ |
6,028,392 |
|
CONDENSED CONSOLIDATING BALANCE SHEETS
(Amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2017 |
|
Parent |
|
Guarantors |
|
Non-Guarantor |
|
Eliminations |
|
Consolidated |
Assets |
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
$ |
67,908 |
|
|
$ |
31,649 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
99,557 |
|
Accounts receivable - oil and natural gas |
128,121 |
|
|
54,092 |
|
|
— |
|
|
— |
|
|
182,213 |
|
Accounts receivable - intercompany |
554,439 |
|
|
63,374 |
|
|
— |
|
|
(617,813 |
) |
|
— |
|
Prepaid expenses and other current assets |
4,719 |
|
|
193 |
|
|
— |
|
|
— |
|
|
4,912 |
|
Short-term derivative instruments |
78,847 |
|
|
— |
|
|
— |
|
|
— |
|
|
78,847 |
|
Total current assets |
834,034 |
|
|
149,308 |
|
|
— |
|
|
(617,813 |
) |
|
365,529 |
|
|
|
|
|
|
|
|
|
|
|
Property and equipment: |
|
|
|
|
|
|
|
|
|
Oil and natural gas properties, full-cost accounting, |
6,562,147 |
|
|
2,607,738 |
|
|
— |
|
|
(729 |
) |
|
9,169,156 |
|
Other property and equipment |
86,711 |
|
|
43 |
|
|
— |
|
|
— |
|
|
86,754 |
|
Accumulated depletion, depreciation, amortization and impairment |
(4,153,696 |
) |
|
(37 |
) |
|
— |
|
|
— |
|
|
(4,153,733 |
) |
Property and equipment, net |
2,495,162 |
|
|
2,607,744 |
|
|
— |
|
|
(729 |
) |
|
5,102,177 |
|
Other assets: |
|
|
|
|
|
|
|
|
|
Equity investments and investments in subsidiaries |
2,361,575 |
|
|
77,744 |
|
|
57,641 |
|
|
(2,194,848 |
) |
|
302,112 |
|
Long-term derivative instruments |
8,685 |
|
|
— |
|
|
— |
|
|
— |
|
|
8,685 |
|
Deferred tax asset |
1,208 |
|
|
— |
|
|
— |
|
|
— |
|
|
1,208 |
|
Inventories |
5,816 |
|
|
2,411 |
|
|
— |
|
|
— |
|
|
8,227 |
|
Other assets |
12,483 |
|
|
7,331 |
|
|
— |
|
|
— |
|
|
19,814 |
|
Total other assets |
2,389,767 |
|
|
87,486 |
|
|
57,641 |
|
|
(2,194,848 |
) |
|
340,046 |
|
Total assets |
$ |
5,718,963 |
|
|
$ |
2,844,538 |
|
|
$ |
57,641 |
|
|
$ |
(2,813,390 |
) |
|
$ |
5,807,752 |
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities |
$ |
416,249 |
|
|
$ |
137,361 |
|
|
$ |
— |
|
|
$ |
(1 |
) |
|
$ |
553,609 |
|
Accounts payable - intercompany |
63,373 |
|
|
554,313 |
|
|
127 |
|
|
(617,813 |
) |
|
— |
|
Asset retirement obligation - current |
120 |
|
|
— |
|
|
— |
|
|
— |
|
|
120 |
|
Short-term derivative instruments |
32,534 |
|
|
— |
|
|
— |
|
|
— |
|
|
32,534 |
|
Current maturities of long-term debt |
622 |
|
|
— |
|
|
— |
|
|
— |
|
|
622 |
|
Total current liabilities |
512,898 |
|
|
691,674 |
|
|
127 |
|
|
(617,814 |
) |
|
586,885 |
|
Long-term derivative instruments |
2,989 |
|
|
— |
|
|
— |
|
|
— |
|
|
2,989 |
|
Asset retirement obligation - long-term |
63,141 |
|
|
11,839 |
|
|
— |
|
|
— |
|
|
74,980 |
|
Other non-current liabilities |
— |
|
|
2,963 |
|
|
— |
|
|
— |
|
|
2,963 |
|
Long-term debt, net of current maturities |
2,038,321 |
|
|
— |
|
|
— |
|
|
— |
|
|
2,038,321 |
|
Total liabilities |
2,617,349 |
|
|
706,476 |
|
|
127 |
|
|
(617,814 |
) |
|
2,706,138 |
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ equity: |
|
|
|
|
|
|
|
|
|
Common stock |
1,831 |
|
|
— |
|
|
— |
|
|
— |
|
|
1,831 |
|
Paid-in capital |
4,416,250 |
|
|
1,915,598 |
|
|
259,307 |
|
|
(2,174,905 |
) |
|
4,416,250 |
|
Accumulated other comprehensive (loss) income |
(40,539 |
) |
|
— |
|
|
(38,593 |
) |
|
38,593 |
|
|
(40,539 |
) |
Retained (deficit) earnings |
(1,275,928 |
) |
|
222,464 |
|
|
(163,200 |
) |
|
(59,264 |
) |
|
(1,275,928 |
) |
Total stockholders’ equity |
3,101,614 |
|
|
2,138,062 |
|
|
57,514 |
|
|
(2,195,576 |
) |
|
3,101,614 |
|
Total liabilities and stockholders’ equity
|
$ |
5,718,963 |
|
|
$ |
2,844,538 |
|
|
$ |
57,641 |
|
|
$ |
(2,813,390 |
) |
|
$ |
5,807,752 |
|
|
| Condensed Consolidating Statements of Operations |
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
(Amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, 2018 |
|
Parent |
|
Guarantors |
|
Non-Guarantor |
|
Eliminations |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
Total revenues |
$ |
213,561 |
|
|
$ |
111,831 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
325,392 |
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses: |
|
|
|
|
|
|
|
|
|
Lease operating expenses |
13,831 |
|
|
5,075 |
|
|
— |
|
|
— |
|
|
18,906 |
|
Production taxes |
4,011 |
|
|
2,843 |
|
|
— |
|
|
— |
|
|
6,854 |
|
Midstream gathering and processing |
45,666 |
|
|
18,527 |
|
|
— |
|
|
— |
|
|
64,193 |
|
Depreciation, depletion and amortization |
111,017 |
|
|
1 |
|
|
— |
|
|
— |
|
|
111,018 |
|
General and administrative |
13,811 |
|
|
(713 |
) |
|
1 |
|
|
— |
|
|
13,099 |
|
Accretion expense |
790 |
|
|
214 |
|
|
— |
|
|
— |
|
|
1,004 |
|
Acquisition expense |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
189,126 |
|
|
25,947 |
|
|
1 |
|
|
— |
|
|
215,074 |
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) FROM OPERATIONS |
24,435 |
|
|
85,884 |
|
|
(1 |
) |
|
— |
|
|
110,318 |
|
|
|
|
|
|
|
|
|
|
|
OTHER (INCOME) EXPENSE: |
|
|
|
|
|
|
|
|
|
Interest expense |
34,393 |
|
|
(428 |
) |
|
— |
|
|
— |
|
|
33,965 |
|
Interest income |
(31 |
) |
|
(6 |
) |
|
— |
|
|
— |
|
|
(37 |
) |
(Income) loss from equity method investments and investments in subsidiaries |
(99,864 |
) |
|
(357 |
) |
|
330 |
|
|
86,355 |
|
|
(13,536 |
) |
Other income |
(84 |
) |
|
(11 |
) |
|
— |
|
|
— |
|
|
(95 |
) |
|
(65,586 |
) |
|
(802 |
) |
|
330 |
|
|
86,355 |
|
|
20,297 |
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) BEFORE INCOME TAXES |
90,021 |
|
|
86,686 |
|
|
(331 |
) |
|
(86,355 |
) |
|
90,021 |
|
INCOME TAX BENEFIT |
(69 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(69 |
) |
|
|
|
|
|
|
|
|
|
|
NET INCOME (LOSS) |
$ |
90,090 |
|
|
$ |
86,686 |
|
|
$ |
(331 |
) |
|
$ |
(86,355 |
) |
|
$ |
90,090 |
|
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
(Amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, 2017 |
|
Parent |
|
Guarantors |
|
Non-Guarantor |
|
Eliminations |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
Total revenues |
$ |
272,441 |
|
|
$ |
60,563 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
333,004 |
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses: |
|
|
|
|
|
|
|
|
|
Lease operating expenses |
17,449 |
|
|
1,854 |
|
|
— |
|
|
— |
|
|
19,303 |
|
Production taxes |
3,102 |
|
|
804 |
|
|
— |
|
|
— |
|
|
3,906 |
|
Midstream gathering and processing |
37,724 |
|
|
10,217 |
|
|
— |
|
|
— |
|
|
47,941 |
|
Depreciation, depletion and amortization |
65,990 |
|
|
1 |
|
|
— |
|
|
— |
|
|
65,991 |
|
General and administrative |
12,874 |
|
|
(275 |
) |
|
1 |
|
|
— |
|
|
12,600 |
|
Accretion expense |
282 |
|
|
— |
|
|
— |
|
|
— |
|
|
282 |
|
Acquisition expense |
— |
|
|
1,298 |
|
|
— |
|
|
— |
|
|
1,298 |
|
|
137,421 |
|
|
13,899 |
|
|
1 |
|
|
— |
|
|
151,321 |
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) FROM OPERATIONS |
135,020 |
|
|
46,664 |
|
|
(1 |
) |
|
— |
|
|
181,683 |
|
|
|
|
|
|
|
|
|
|
|
OTHER (INCOME) EXPENSE: |
|
|
|
|
|
|
|
|
|
Interest expense |
25,048 |
|
|
(1,569 |
) |
|
— |
|
|
— |
|
|
23,479 |
|
Interest income |
(842 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(842 |
) |
(Income) loss from equity method investments and investments in subsidiaries |
(42,614 |
) |
|
2,541 |
|
|
365 |
|
|
44,615 |
|
|
4,907 |
|
Other (income) expense |
(1,027 |
) |
|
(189 |
) |
|
— |
|
|
900 |
|
|
(316 |
) |
|
(19,435 |
) |
|
783 |
|
|
365 |
|
|
45,515 |
|
|
27,228 |
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) BEFORE INCOME TAXES |
154,455 |
|
|
45,881 |
|
|
(366 |
) |
|
(45,515 |
) |
|
154,455 |
|
INCOME TAX EXPENSE |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
NET INCOME (LOSS) |
$ |
154,455 |
|
|
$ |
45,881 |
|
|
$ |
(366 |
) |
|
$ |
(45,515 |
) |
|
$ |
154,455 |
|
|
| Condensed Consolidating Statements of Cash Flows |
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
(Amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, 2018 |
|
Parent |
|
Guarantors |
|
Non-Guarantor |
|
Eliminations |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
$ |
144,895 |
|
|
$ |
81,452 |
|
|
$ |
1 |
|
|
$ |
1 |
|
|
$ |
226,349 |
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by investing activities |
(231,024 |
) |
|
(75,847 |
) |
|
(1,569 |
) |
|
1,569 |
|
|
(306,871 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities |
99,578 |
|
|
— |
|
|
1,570 |
|
|
(1,570 |
) |
|
99,578 |
|
|
|
|
|
|
|
|
|
|
|
Net increase in cash, cash equivalents and restricted cash |
13,449 |
|
|
5,605 |
|
|
2 |
|
|
— |
|
|
19,056 |
|
|
|
|
|
|
|
|
|
|
|
Cash, cash equivalents and restricted cash at beginning of period |
67,908 |
|
|
31,649 |
|
|
— |
|
|
— |
|
|
99,557 |
|
|
|
|
|
|
|
|
|
|
|
Cash, cash equivalents and restricted cash at end of period |
$ |
81,357 |
|
|
$ |
37,254 |
|
|
$ |
2 |
|
|
$ |
— |
|
|
$ |
118,613 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, 2017 |
|
Parent |
|
Guarantors |
|
Non-Guarantor |
|
Eliminations |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
$ |
139,260 |
|
|
$ |
3,384 |
|
|
$ |
1 |
|
|
$ |
— |
|
|
$ |
142,645 |
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by investing activities |
(1,557,852 |
) |
|
(1,348,964 |
) |
|
(673 |
) |
|
1,374,810 |
|
|
(1,532,679 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities |
31,644 |
|
|
1,374,137 |
|
|
673 |
|
|
(1,374,810 |
) |
|
31,644 |
|
|
|
|
|
|
|
|
|
|
|
Net (decrease) increase in cash, cash equivalents and restricted cash |
(1,386,948 |
) |
|
28,557 |
|
|
1 |
|
|
— |
|
|
(1,358,390 |
) |
|
|
|
|
|
|
|
|
|
|
Cash, cash equivalents and restricted cash at beginning of period |
1,458,882 |
|
|
1,993 |
|
|
— |
|
|
— |
|
|
1,460,875 |
|
|
|
|
|
|
|
|
|
|
|
Cash, cash equivalents and restricted cash at end of period |
$ |
71,934 |
|
|
$ |
30,550 |
|
|
$ |
1 |
|
|
$ |
— |
|
|
$ |
102,485 |
|
|