| CONDENSED CONSOLIDATING BALANCE SHEETS |
CONDENSED CONSOLIDATING BALANCE SHEETS
(Amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2020 |
|
Parent |
|
Guarantors |
|
Non-Guarantors |
|
Eliminations |
|
Consolidated |
Assets |
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
$ |
897 |
|
|
$ |
541 |
|
|
$ |
195 |
|
|
$ |
— |
|
|
$ |
1,633 |
|
Accounts receivable - oil and natural gas sales |
860 |
|
|
73,239 |
|
|
— |
|
|
— |
|
|
74,099 |
|
Accounts receivable - joint interest and other |
8,521 |
|
|
34,026 |
|
|
— |
|
|
— |
|
|
42,547 |
|
Accounts receivable - intercompany |
1,277,124 |
|
|
1,052,317 |
|
|
— |
|
|
(2,329,441 |
) |
|
— |
|
Prepaid expenses and other current assets |
11,452 |
|
|
320 |
|
|
76 |
|
|
— |
|
|
11,848 |
|
Short-term derivative instruments |
171,755 |
|
|
— |
|
|
— |
|
|
— |
|
|
171,755 |
|
Total current assets |
1,470,609 |
|
|
1,160,443 |
|
|
271 |
|
|
(2,329,441 |
) |
|
301,882 |
|
|
|
|
|
|
|
|
|
|
|
Property and equipment: |
|
|
|
|
|
|
|
|
|
Oil and natural gas properties, full-cost accounting |
1,247,661 |
|
|
9,414,738 |
|
|
5,862 |
|
|
(729 |
) |
|
10,667,532 |
|
Other property and equipment |
92,812 |
|
|
51 |
|
|
4,019 |
|
|
— |
|
|
96,882 |
|
Accumulated depletion, depreciation, amortization and impairment |
(1,421,230 |
) |
|
(6,436,959 |
) |
|
(1,684 |
) |
|
— |
|
|
(7,859,873 |
) |
Property and equipment, net |
(80,757 |
) |
|
2,977,830 |
|
|
8,197 |
|
|
(729 |
) |
|
2,904,541 |
|
Other assets: |
|
|
|
|
|
|
|
|
|
Equity investments and investments in subsidiaries |
2,486,108 |
|
|
6,332 |
|
|
6,186 |
|
|
(2,492,401 |
) |
|
6,225 |
|
Operating lease assets |
10,186 |
|
|
— |
|
|
— |
|
|
— |
|
|
10,186 |
|
Other assets |
32,591 |
|
|
8,863 |
|
|
(1 |
) |
|
— |
|
|
41,453 |
|
Total other assets |
2,528,885 |
|
|
15,195 |
|
|
6,185 |
|
|
(2,492,401 |
) |
|
57,864 |
|
Total assets |
$ |
3,918,737 |
|
|
$ |
4,153,468 |
|
|
$ |
14,653 |
|
|
$ |
(4,822,571 |
) |
|
$ |
3,264,287 |
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities |
$ |
63,863 |
|
|
$ |
373,554 |
|
|
$ |
36 |
|
|
$ |
— |
|
|
$ |
437,453 |
|
Accounts payable - intercompany |
1,087,484 |
|
|
1,237,368 |
|
|
4,589 |
|
|
(2,329,441 |
) |
|
— |
|
Short-term derivative instruments |
67 |
|
|
— |
|
|
— |
|
|
— |
|
|
67 |
|
Current portion of operating lease liabilities |
9,873 |
|
|
— |
|
|
— |
|
|
— |
|
|
9,873 |
|
Current maturities of long-term debt |
688 |
|
|
— |
|
|
— |
|
|
— |
|
|
688 |
|
Total current liabilities |
1,161,975 |
|
|
1,610,922 |
|
|
4,625 |
|
|
(2,329,441 |
) |
|
448,081 |
|
Long-term derivative instruments |
70,829 |
|
|
— |
|
|
— |
|
|
— |
|
|
70,829 |
|
Asset retirement obligation - long-term |
— |
|
|
59,444 |
|
|
— |
|
|
— |
|
|
59,444 |
|
Uncertain tax position liability |
3,209 |
|
|
— |
|
|
— |
|
|
— |
|
|
3,209 |
|
Non-current operating lease liabilities |
313 |
|
|
— |
|
|
— |
|
|
— |
|
|
313 |
|
Long-term debt, net of current maturities |
1,898,362 |
|
|
— |
|
|
— |
|
|
— |
|
|
1,898,362 |
|
Total liabilities |
3,134,688 |
|
|
1,670,366 |
|
|
4,625 |
|
|
(2,329,441 |
) |
|
2,480,238 |
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ equity: |
|
|
|
|
|
|
|
|
|
Common stock |
1,598 |
|
|
— |
|
|
— |
|
|
— |
|
|
1,598 |
|
Paid-in capital |
4,209,578 |
|
|
4,171,409 |
|
|
267,558 |
|
|
(4,438,967 |
) |
|
4,209,578 |
|
Accumulated other comprehensive loss |
(61,863 |
) |
|
— |
|
|
(59,434 |
) |
|
59,434 |
|
|
(61,863 |
) |
Accumulated deficit |
(3,365,264 |
) |
|
(1,688,307 |
) |
|
(198,096 |
) |
|
1,886,403 |
|
|
(3,365,264 |
) |
Total stockholders’ equity |
784,049 |
|
|
2,483,102 |
|
|
10,028 |
|
|
(2,493,130 |
) |
|
784,049 |
|
Total liabilities and stockholders’ equity
|
$ |
3,918,737 |
|
|
$ |
4,153,468 |
|
|
$ |
14,653 |
|
|
$ |
(4,822,571 |
) |
|
$ |
3,264,287 |
|
CONDENSED CONSOLIDATING BALANCE SHEETS
(Amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019 |
|
Parent |
|
Guarantors |
|
Non-Guarantor |
|
Eliminations |
|
Consolidated |
Assets |
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
$ |
2,768 |
|
|
$ |
3,097 |
|
|
$ |
195 |
|
|
$ |
— |
|
|
$ |
6,060 |
|
Accounts receivable - oil and natural gas sales |
859 |
|
|
120,351 |
|
|
— |
|
|
— |
|
|
121,210 |
|
Accounts receivable - joint interest and other |
5,279 |
|
|
42,696 |
|
|
— |
|
|
— |
|
|
47,975 |
|
Accounts receivable - intercompany |
1,065,593 |
|
|
843,223 |
|
|
— |
|
|
(1,908,816 |
) |
|
— |
|
Prepaid expenses and other current assets |
4,047 |
|
|
308 |
|
|
76 |
|
|
— |
|
|
4,431 |
|
Short-term derivative instruments |
126,201 |
|
|
— |
|
|
— |
|
|
— |
|
|
126,201 |
|
Total current assets |
1,204,747 |
|
|
1,009,675 |
|
|
271 |
|
|
(1,908,816 |
) |
|
305,877 |
|
Property and equipment: |
|
|
|
|
|
|
|
|
|
Oil and natural gas properties, full-cost accounting, |
1,314,933 |
|
|
9,273,681 |
|
|
7,850 |
|
|
(729 |
) |
|
10,595,735 |
|
Other property and equipment |
92,650 |
|
|
50 |
|
|
4,019 |
|
|
— |
|
|
96,719 |
|
Accumulated depletion, depreciation, amortization and impairment |
(1,418,888 |
) |
|
(5,808,254 |
) |
|
(1,518 |
) |
|
— |
|
|
(7,228,660 |
) |
Property and equipment, net |
(11,305 |
) |
|
3,465,477 |
|
|
10,351 |
|
|
(729 |
) |
|
3,463,794 |
|
Other assets: |
|
|
|
|
|
|
|
|
|
Equity investments and investments in subsidiaries |
3,064,503 |
|
|
6,332 |
|
|
21,000 |
|
|
(3,059,791 |
) |
|
32,044 |
|
Long-term derivative instruments |
563 |
|
|
— |
|
|
— |
|
|
— |
|
|
563 |
|
Deferred tax asset |
7,563 |
|
|
— |
|
|
— |
|
|
— |
|
|
7,563 |
|
Operating lease assets |
14,168 |
|
|
— |
|
|
— |
|
|
— |
|
|
14,168 |
|
Operating lease assets - related parties |
43,270 |
|
|
— |
|
|
— |
|
|
— |
|
|
43,270 |
|
Other assets |
10,026 |
|
|
5,514 |
|
|
— |
|
|
— |
|
|
15,540 |
|
Total other assets |
3,140,093 |
|
|
11,846 |
|
|
21,000 |
|
|
(3,059,791 |
) |
|
113,148 |
|
Total assets |
$ |
4,333,535 |
|
|
$ |
4,486,998 |
|
|
$ |
31,622 |
|
|
$ |
(4,969,336 |
) |
|
$ |
3,882,819 |
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities |
$ |
48,006 |
|
|
$ |
367,088 |
|
|
$ |
124 |
|
|
$ |
— |
|
|
$ |
415,218 |
|
Accounts payable - intercompany |
878,283 |
|
|
1,026,249 |
|
|
4,285 |
|
|
(1,908,817 |
) |
|
— |
|
Short-term derivative instruments |
303 |
|
|
— |
|
|
— |
|
|
— |
|
|
303 |
|
Current portion of operating lease liabilities |
13,826 |
|
|
— |
|
|
— |
|
|
— |
|
|
13,826 |
|
Current portion of operating lease liabilities - related parties |
21,220 |
|
|
— |
|
|
— |
|
|
— |
|
|
21,220 |
|
Current maturities of long-term debt |
631 |
|
|
— |
|
|
— |
|
|
— |
|
|
631 |
|
Total current liabilities |
962,269 |
|
|
1,393,337 |
|
|
4,409 |
|
|
(1,908,817 |
) |
|
451,198 |
|
Long-term derivative instruments |
53,135 |
|
|
— |
|
|
— |
|
|
— |
|
|
53,135 |
|
Asset retirement obligation - long-term |
— |
|
|
58,322 |
|
|
2,033 |
|
|
— |
|
|
60,355 |
|
Uncertain tax position liability |
3,127 |
|
|
— |
|
|
— |
|
|
— |
|
|
3,127 |
|
Non-current operating lease liabilities |
342 |
|
|
— |
|
|
— |
|
|
— |
|
|
342 |
|
Non-current operating lease liabilities - related parties |
22,050 |
|
|
— |
|
|
— |
|
|
— |
|
|
22,050 |
|
Long-term debt, net of current maturities |
1,978,020 |
|
|
— |
|
|
— |
|
|
— |
|
|
1,978,020 |
|
Total liabilities |
3,018,943 |
|
|
1,451,659 |
|
|
6,442 |
|
|
(1,908,817 |
) |
|
2,568,227 |
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ equity: |
|
|
|
|
|
|
|
|
|
Common stock |
1,597 |
|
|
— |
|
|
— |
|
|
— |
|
|
1,597 |
|
Paid-in capital |
4,207,554 |
|
|
4,171,408 |
|
|
267,557 |
|
|
(4,438,965 |
) |
|
4,207,554 |
|
Accumulated other comprehensive loss |
(46,833 |
) |
|
— |
|
|
(44,763 |
) |
|
44,763 |
|
|
(46,833 |
) |
Accumulated deficit retained earnings |
(2,847,726 |
) |
|
(1,136,069 |
) |
|
(197,614 |
) |
|
1,333,683 |
|
|
(2,847,726 |
) |
Total stockholders’ equity |
1,314,592 |
|
|
3,035,339 |
|
|
25,180 |
|
|
(3,060,519 |
) |
|
1,314,592 |
|
Total liabilities and stockholders’ equity
|
$ |
4,333,535 |
|
|
$ |
4,486,998 |
|
|
$ |
31,622 |
|
|
$ |
(4,969,336 |
) |
|
$ |
3,882,819 |
|
|
| CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS |
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
(Amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, 2020 |
|
Parent |
|
Guarantors |
|
Non-Guarantors |
|
Eliminations |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
Total revenues |
$ |
98,268 |
|
|
$ |
148,609 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
246,877 |
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses: |
|
|
|
|
|
|
|
|
|
Lease operating expenses |
— |
|
|
15,986 |
|
|
— |
|
|
— |
|
|
15,986 |
|
Production taxes |
— |
|
|
4,799 |
|
|
— |
|
|
— |
|
|
4,799 |
|
Midstream gathering and processing expenses |
— |
|
|
57,896 |
|
|
— |
|
|
— |
|
|
57,896 |
|
Depreciation, depletion and amortization |
2,502 |
|
|
75,360 |
|
|
166 |
|
|
— |
|
|
78,028 |
|
Impairment of oil and natural gas properties |
— |
|
|
553,345 |
|
|
— |
|
|
— |
|
|
553,345 |
|
General and administrative expenses |
24,646 |
|
|
(8,650 |
) |
|
173 |
|
|
— |
|
|
16,169 |
|
Accretion expense |
— |
|
|
741 |
|
|
— |
|
|
— |
|
|
741 |
|
|
27,148 |
|
|
699,477 |
|
|
339 |
|
|
— |
|
|
726,964 |
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) FROM OPERATIONS |
71,120 |
|
|
(550,868 |
) |
|
(339 |
) |
|
— |
|
|
(480,087 |
) |
|
|
|
|
|
|
|
|
|
|
OTHER EXPENSE (INCOME): |
|
|
|
|
|
|
|
|
|
Interest expense |
33,177 |
|
|
(187 |
) |
|
— |
|
|
— |
|
|
32,990 |
|
Interest income |
(59 |
) |
|
(93 |
) |
|
— |
|
|
— |
|
|
(152 |
) |
Gain on debt extinguishment |
(15,322 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(15,322 |
) |
Loss from equity method investments and investments in subsidiaries |
563,366 |
|
|
— |
|
|
143 |
|
|
(552,720 |
) |
|
10,789 |
|
Other expense |
206 |
|
|
1,650 |
|
|
— |
|
|
— |
|
|
1,856 |
|
|
581,368 |
|
|
1,370 |
|
|
143 |
|
|
(552,720 |
) |
|
30,161 |
|
|
|
|
|
|
|
|
|
|
|
LOSS BEFORE INCOME TAXES |
(510,248 |
) |
|
(552,238 |
) |
|
(482 |
) |
|
552,720 |
|
|
(510,248 |
) |
INCOME TAX EXPENSE |
7,290 |
|
|
— |
|
|
— |
|
|
— |
|
|
7,290 |
|
|
|
|
|
|
|
|
|
|
|
NET LOSS |
$ |
(517,538 |
) |
|
$ |
(552,238 |
) |
|
$ |
(482 |
) |
|
$ |
552,720 |
|
|
$ |
(517,538 |
) |
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
(Amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, 2019 |
|
Parent |
|
Guarantors |
|
Non-Guarantor |
|
Eliminations |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
Total revenues |
$ |
186,246 |
|
|
$ |
134,332 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
320,578 |
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses: |
|
|
|
|
|
|
|
|
|
Lease operating expenses |
14,893 |
|
|
4,914 |
|
|
— |
|
|
— |
|
|
19,807 |
|
Production taxes |
3,261 |
|
|
4,660 |
|
|
— |
|
|
— |
|
|
7,921 |
|
Midstream gathering and processing expenses |
43,299 |
|
|
26,983 |
|
|
— |
|
|
— |
|
|
70,282 |
|
Depreciation, depletion and amortization |
118,432 |
|
|
1 |
|
|
— |
|
|
— |
|
|
118,433 |
|
General and administrative expenses |
10,731 |
|
|
(675 |
) |
|
1 |
|
|
— |
|
|
10,057 |
|
Accretion expense |
951 |
|
|
116 |
|
|
— |
|
|
— |
|
|
1,067 |
|
|
191,567 |
|
|
35,999 |
|
|
1 |
|
|
— |
|
|
227,567 |
|
|
|
|
|
|
|
|
|
|
|
(LOSS) INCOME FROM OPERATIONS |
(5,321 |
) |
|
98,333 |
|
|
(1 |
) |
|
— |
|
|
93,011 |
|
|
|
|
|
|
|
|
|
|
|
OTHER (INCOME) EXPENSE: |
|
|
|
|
|
|
|
|
|
Interest expense |
35,925 |
|
|
(304 |
) |
|
— |
|
|
— |
|
|
35,621 |
|
Interest income |
(147 |
) |
|
(5 |
) |
|
— |
|
|
— |
|
|
(152 |
) |
(Income) loss from equity method investments and investments in subsidiaries |
(102,914 |
) |
|
— |
|
|
393 |
|
|
98,248 |
|
|
(4,273 |
) |
Other income |
(427 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(427 |
) |
|
(67,563 |
) |
|
(309 |
) |
|
393 |
|
|
98,248 |
|
|
30,769 |
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) BEFORE INCOME TAXES |
62,242 |
|
|
98,642 |
|
|
(394 |
) |
|
(98,248 |
) |
|
62,242 |
|
INCOME TAX BENEFIT |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
NET INCOME (LOSS) |
$ |
62,242 |
|
|
$ |
98,642 |
|
|
$ |
(394 |
) |
|
$ |
(98,248 |
) |
|
$ |
62,242 |
|
|