COVER
COVER - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 01, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-33999 | |
Entity Registrant Name | NORTHERN OIL AND GAS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 95-3848122 | |
Entity Address, Address Line One | 4350 Baker Road | |
Entity Address, Address Line Two | Suite 400 | |
Entity Address, City or Town | Minnetonka | |
Entity Address, State or Province | MN | |
Entity Address, Postal Zip Code | 55343 | |
City Area Code | 952 | |
Local Phone Number | 476-9800 | |
Title of 12(b) Security | Common Stock, par value $0.001 | |
Trading Symbol | NOG | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 93,022,758 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity Central Index Key | 0001104485 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash and Cash Equivalents | $ 14,805 | $ 2,528 |
Accounts Receivable, Net | 265,042 | 271,336 |
Advances to Operators | 34,249 | 8,976 |
Prepaid Expenses and Other | 2,488 | 2,014 |
Derivative Instruments | 68,674 | 35,293 |
Income Tax Receivable | 495 | 338 |
Total Current Assets | 385,753 | 320,485 |
Oil and Natural Gas Properties, Full Cost Method of Accounting | ||
Proved | 7,422,732 | 6,492,683 |
Unproved | 44,977 | 41,565 |
Other Property and Equipment | 7,360 | 6,858 |
Total Property and Equipment | 7,475,069 | 6,541,106 |
Less – Accumulated Depreciation, Depletion and Impairment | (4,258,089) | (4,058,180) |
Total Property and Equipment, Net | 3,216,981 | 2,482,926 |
Derivative Instruments | 8,857 | 12,547 |
Acquisition Deposit | 37,500 | 43,000 |
Other Noncurrent Assets, Net | 15,658 | 16,220 |
Total Assets | 3,664,749 | 2,875,178 |
Current Liabilities: | ||
Accounts Payable | 154,020 | 128,582 |
Accrued Liabilities | 178,783 | 121,737 |
Accrued Interest | 28,925 | 24,347 |
Income Tax Payable | 0 | 0 |
Derivative Instruments | 15,144 | 58,418 |
Contingent Consideration | 0 | 10,107 |
Other Current Liabilities | 1,879 | 1,781 |
Total Current Liabilities | 378,751 | 344,972 |
Long-term Debt, Net | 1,672,551 | 1,525,413 |
Deferred Tax Liability | 30,528 | 0 |
Derivative Instruments | 129,398 | 225,905 |
Asset Retirement Obligations | 34,780 | 31,582 |
Other Noncurrent Liabilities | 2,944 | 2,045 |
Total Liabilities | 2,248,952 | 2,129,917 |
Commitments and Contingencies | ||
Stockholders’ Equity | ||
Common Stock, Par Value $.001; 135,000,000 Shares Authorized; 93,022,758 Shares Outstanding at 6/30/2023 85,165,807 Shares Outstanding at 12/31/2022 | 495 | 487 |
Additional Paid-In Capital | 1,908,055 | 1,745,532 |
Retained Deficit | (492,753) | (1,000,759) |
Total Stockholders’ Equity | 1,415,797 | 745,260 |
Total Liabilities and Stockholders’ Equity | $ 3,664,749 | $ 2,875,178 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 135,000,000 | 135,000,000 |
Common stock, shares outstanding (in shares) | 93,022,758 | 85,165,807 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenues | ||||
Revenue from Contract with Customer, Product and Service [Extensible Enumeration] | Oil and Gas Sales, Other Revenues | Oil and Gas Sales, Other Revenues | Oil and Gas Sales, Other Revenues | Oil and Gas Sales, Other Revenues |
Oil and Gas Sales | $ 1,006,101 | |||
Gain (Loss) on Commodity Derivatives, Net | $ 57,769 | $ (108,197) | $ 211,425 | (597,585) |
Total Revenues | 476,554 | 441,446 | 1,058,769 | 408,516 |
Operating Expenses | ||||
Production Expenses | 84,350 | 64,642 | 162,438 | 119,181 |
Production Taxes | 37,138 | 43,840 | 72,056 | 78,455 |
General and Administrative Expenses | 12,402 | 8,064 | 25,402 | 21,879 |
Depletion, Depreciation, Amortization and Accretion | 106,427 | 54,796 | 201,045 | 107,980 |
Other Expenses | 1,446 | 0 | 2,447 | 0 |
Total Operating Expenses | 241,763 | 171,342 | 463,388 | 327,495 |
Income From Operations | 234,791 | 270,104 | 595,380 | 81,021 |
Other Income (Expense) | ||||
Interest Expense, Net of Capitalization | (31,968) | (18,410) | (62,111) | (36,388) |
Gain (Loss) on Unsettled Interest Rate Derivatives, Net | 0 | 524 | (1,017) | 1,815 |
Gain on Extinguishment of Debt, Net | 0 | 236 | 659 | 236 |
Contingent Consideration Gain | 3,931 | 0 | 10,107 | 0 |
Other Income (Expense) | 72 | (185) | 4,691 | (185) |
Total Other Income (Expense) | (27,965) | (17,835) | (47,671) | (34,522) |
Income Before Income Taxes | 206,826 | 252,269 | 547,709 | 46,499 |
Income Tax Provision | 39,012 | 1,006 | 39,703 | 1,795 |
Net Income | 167,815 | 251,264 | 508,006 | 44,704 |
Cumulative Preferred Stock Dividend | 0 | (2,810) | 0 | (5,826) |
Premium on Repurchase of Preferred Stock | 0 | (10,363) | 0 | (25,320) |
Net Income Attributable to Common Stockholders | $ 167,815 | $ 238,091 | $ 508,006 | $ 13,558 |
Net Income (Loss) Per Common Share - Basic (in dollars per share) | $ 1.89 | $ 3.08 | $ 5.85 | $ 0.18 |
Net Income (Loss) Per Common Share - Diluted (in dollars per share) | $ 1.88 | $ 2.74 | $ 5.82 | $ 0.17 |
Weighted Average Common Shares Outstanding – Basic (in shares) | 88,800,994 | 77,366,704 | 86,869,094 | 77,145,851 |
Weighted Average Common Shares Outstanding - Diluted (in shares) | 89,108,519 | 86,788,465 | 87,268,591 | 78,795,832 |
Oil and Gas Sales | ||||
Revenues | ||||
Oil and Gas Sales | $ 416,491 | $ 549,643 | $ 842,725 | |
Other Revenues | ||||
Revenues | ||||
Oil and Gas Sales | $ 2,294 | $ 0 | $ 4,619 | $ 0 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Cash Flows from Operating Activities | |||||||
Net Income | $ 167,815 | $ 340,191 | $ 251,264 | $ (206,560) | $ 508,006 | $ 44,704 | |
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: | |||||||
Depletion, Depreciation, Amortization, and Accretion | 201,045 | 107,980 | |||||
Amortization of Debt Issuance Costs | 3,650 | 2,169 | |||||
Gain on Extinguishment of Debt | 0 | (236) | (659) | (236) | |||
Amortization of Bond Premium/Discount on Long-term Debt | (901) | (1,066) | |||||
Deferred Income Taxes | 38,813 | 143 | |||||
Unrealized (Gain) Loss of Derivative Instruments | (169,473) | 328,296 | |||||
Gain on Contingent Consideration | (3,931) | 0 | (10,107) | 0 | |||
Loss on Disposal of Fixed Assets | 0 | 185 | |||||
Stock-Based Compensation Expense | 3,190 | 2,867 | |||||
Other | 2,983 | 2,165 | |||||
Changes in Working Capital and Other Items: | |||||||
Accounts Receivable, Net | 6,688 | (164,822) | |||||
Prepaid and Other Expenses | (473) | (1,692) | |||||
Accounts Payable | (15,514) | 41,294 | |||||
Accrued Interest | 4,401 | 502 | |||||
Accrued Liabilities and Expenses | 5,445 | 1,784 | |||||
Net Cash Provided by Operating Activities | 577,094 | 364,273 | |||||
Cash Flows from Investing Activities | |||||||
Capital Expenditures on Oil and Natural Gas Properties | (833,377) | (524,223) | |||||
Acquisition Deposit | (37,500) | (17,000) | |||||
Purchases of Other Property and Equipment | (503) | (4,554) | |||||
Net Cash Used for Investing Activities | (871,380) | (545,777) | |||||
Cash Flows from Financing Activities | |||||||
Advances on Revolving Credit Facility | 380,000 | 561,000 | |||||
Repayments on Revolving Credit Facility | (699,000) | (249,000) | |||||
Issuance of Senior Notes Due 2031 | 492,840 | 0 | |||||
Debt Issuance Costs Paid | (8,524) | (6,051) | |||||
Issuance of Common Stock | 224,682 | 0 | |||||
Repurchases of Common Stock | (8,004) | (12,809) | |||||
Repurchases of Preferred Stock | 0 | (81,236) | |||||
Restricted Stock Surrenders - Tax Obligations | (2,616) | (2,206) | |||||
Preferred Dividends Paid | 0 | (5,911) | |||||
Common Dividends Paid | (54,377) | (16,956) | |||||
Net Cash Provided by Financing Activities | 306,564 | 173,456 | |||||
Net Increase (Decrease) in Cash and Cash Equivalents | 12,278 | (8,048) | |||||
Cash and Cash Equivalents - Beginning of Period | $ 2,528 | $ 9,519 | 2,528 | 9,519 | $ 9,519 | ||
Cash and Cash Equivalents - End of Period | $ 14,805 | $ 1,471 | 14,805 | 1,471 | $ 2,528 | ||
Senior Notes due 2028 | |||||||
Cash Flows from Financing Activities | |||||||
Repurchase of Senior Notes Due 2028 | $ (18,436) | $ (13,375) |
CONDENSED STATEMENTS OF STOCKHO
CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED) - USD ($) $ in Thousands | Total | Common Stock | Preferred Stock | Additional Paid-in Capital | Retained Earnings (Deficit) |
Balance at beginning of period (in shares) at Dec. 31, 2021 | 77,341,921 | 2,218,732 | |||
Balance at beginning of period at Dec. 31, 2021 | $ 215,135 | $ 479 | $ 2 | $ 1,988,649 | $ (1,773,996) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of Common Stock (in shares) | 15,651 | ||||
Restricted Stock Forfeitures (in shares) | (1,815) | ||||
Share Based Compensation | 1,499 | 1,499 | |||
Restricted Stock Surrenders - Tax Obligations (in shares) | (89,620) | ||||
Restricted Stock Surrenders - Tax Obligations | (2,206) | (2,206) | |||
Issuance of Common Stock in Exchange for Warrants | 17,870 | 17,870 | |||
Repurchases of Preferred Stock (in shares) | (362,671) | ||||
Repurchases of Preferred Stock | (50,225) | (50,225) | |||
Common Stock Dividends Declared | (10,815) | (10,815) | |||
Net (Loss) Income | (206,560) | (206,560) | |||
Balance at end of period (in shares) at Mar. 31, 2022 | 77,266,137 | 1,856,061 | |||
Balance at end of period at Mar. 31, 2022 | (35,302) | $ 479 | $ 2 | 1,944,773 | (1,980,556) |
Balance at beginning of period (in shares) at Dec. 31, 2021 | 77,341,921 | 2,218,732 | |||
Balance at beginning of period at Dec. 31, 2021 | 215,135 | $ 479 | $ 2 | 1,988,649 | (1,773,996) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net (Loss) Income | 44,704 | ||||
Balance at end of period (in shares) at Jun. 30, 2022 | 79,223,724 | 1,643,732 | |||
Balance at end of period at Jun. 30, 2022 | 152,650 | $ 481 | $ 2 | 1,881,459 | (1,729,292) |
Balance at beginning of period (in shares) at Mar. 31, 2022 | 77,266,137 | 1,856,061 | |||
Balance at beginning of period at Mar. 31, 2022 | (35,302) | $ 479 | $ 2 | 1,944,773 | (1,980,556) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of Common Stock (in shares) | 81,948 | ||||
Share Based Compensation | 1,490 | 1,490 | |||
Issuance of Common Stock in Exchange for Warrants (in shares) | 2,322,690 | ||||
Issuance of Common Stock in Exchange for Warrants | 0 | $ 2 | (2) | ||
Repurchases of Common Stock (in shares) | (447,051) | ||||
Repurchases of Common Stock | (12,809) | (12,808) | |||
Repurchases of Preferred Stock (in shares) | (212,329) | ||||
Repurchases of Preferred Stock | (31,011) | (31,011) | |||
Preferred Stock Dividends | (5,911) | (5,911) | |||
Common Stock Dividends Declared | (15,071) | (15,071) | |||
Net (Loss) Income | 251,264 | 251,264 | |||
Balance at end of period (in shares) at Jun. 30, 2022 | 79,223,724 | 1,643,732 | |||
Balance at end of period at Jun. 30, 2022 | 152,650 | $ 481 | $ 2 | 1,881,459 | (1,729,292) |
Balance at beginning of period (in shares) at Dec. 31, 2022 | 85,165,807 | 0 | |||
Balance at beginning of period at Dec. 31, 2022 | 745,260 | $ 487 | $ 0 | 1,745,532 | (1,000,759) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of Common Stock (in shares) | 193,293 | ||||
Restricted Stock Forfeitures (in shares) | (6,854) | ||||
Restricted Stock Forfeitures | (54) | (54) | |||
Share Based Compensation | 2,316 | 2,316 | |||
Restricted Stock Surrenders - Tax Obligations (in shares) | (98,052) | ||||
Restricted Stock Surrenders - Tax Obligations | (2,616) | (2,616) | |||
Issuance of Common Stock in Exchange for Warrants (in shares) | 403,780 | ||||
Repurchases of Common Stock (in shares) | (287,751) | ||||
Repurchases of Common Stock | (8,004) | (8,004) | |||
Common Stock Dividends Declared | (29,026) | (29,026) | |||
Net (Loss) Income | 340,191 | 340,191 | |||
Balance at end of period (in shares) at Mar. 31, 2023 | 85,370,223 | 0 | |||
Balance at end of period at Mar. 31, 2023 | 1,048,067 | $ 487 | $ 0 | 1,708,147 | (660,568) |
Balance at beginning of period (in shares) at Dec. 31, 2022 | 85,165,807 | 0 | |||
Balance at beginning of period at Dec. 31, 2022 | 745,260 | $ 487 | $ 0 | 1,745,532 | (1,000,759) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net (Loss) Income | 508,006 | ||||
Balance at end of period (in shares) at Jun. 30, 2023 | 93,022,758 | 0 | |||
Balance at end of period at Jun. 30, 2023 | 1,415,797 | $ 495 | $ 0 | 1,908,055 | (492,753) |
Balance at beginning of period (in shares) at Mar. 31, 2023 | 85,370,223 | 0 | |||
Balance at beginning of period at Mar. 31, 2023 | 1,048,067 | $ 487 | $ 0 | 1,708,147 | (660,568) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of Common Stock (in shares) | 11,585 | ||||
Restricted Stock Forfeitures (in shares) | (6,550) | ||||
Share Based Compensation | 1,207 | 1,207 | |||
Issuance of Shares, Net of Issuance Costs (in shares) | 7,647,500 | ||||
Issuance of Shares, Net of Issuance Costs | 224,682 | $ 8 | 224,674 | ||
Common Stock Dividends Declared | (34,414) | (34,414) | |||
Deferred Taxes Related to Capped Calls | 8,441 | 8,441 | |||
Net (Loss) Income | 167,815 | 167,815 | |||
Balance at end of period (in shares) at Jun. 30, 2023 | 93,022,758 | 0 | |||
Balance at end of period at Jun. 30, 2023 | $ 1,415,797 | $ 495 | $ 0 | $ 1,908,055 | $ (492,753) |
ORGANIZATION AND NATURE OF BUSI
ORGANIZATION AND NATURE OF BUSINESS | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND NATURE OF BUSINESS | ORGANIZATION AND NATURE OF BUSINESS Northern Oil and Gas, Inc. (the “Company,” “Northern,” “our” and words of similar import), a Delaware corporation, is an independent energy company engaged in the acquisition, exploration, exploitation, development and production of crude oil and natural gas properties. The Company’s common stock trades on the New York Stock Exchange under the symbol “NOG”. The Company’s principal business is crude oil and natural gas exploration, development, and production with operations in the United States. The Company’s primary strategy is investing in non-operated minority working and mineral interests in oil and gas properties in the United States. |
BASIS OF PRESENTATION AND SIGNI
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The financial information included herein is unaudited. The balance sheet as of December 31, 2022 has been derived from the Company’s audited financial statements for the year ended December 31, 2022. However, such information includes all adjustments (consisting of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of financial position, results of operations and cash flows for the interim periods. The results of operations for interim periods are not necessarily indicative of the results to be expected for an entire year. Certain information, accounting policies, and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted in this Form 10-Q pursuant to certain rules and regulations of the Securities and Exchange Commission (“SEC”). The condensed financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2022, which were included in the Company’s 2022 Annual Report on Form 10-K for the fiscal year ended December 31, 2022. Use of Estimates The preparation of financial statements under GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to proved crude oil and natural gas reserves, which includes limited control over future development plans as a non-operator, estimates relating to certain crude oil and natural gas revenues and expenses, fair value of derivative instruments, fair value of contingent consideration, acquisition date fair values of assets acquired and liabilities assumed, impairment of crude oil and natural gas properties, asset retirement obligations and deferred income taxes. Management’s estimates and assumptions were based on historical data and consideration of future market conditions. Given the uncertainty inherent in any projection, actual results may differ from the estimates and assumptions used, and conditions may change, which could materially affect amounts reported in the unaudited condensed financial statements. Adopted and Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) that are adopted by the Company as of the specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption. Revenue Recognition The Company’s revenues are primarily derived from its interests in the sale of oil and natural gas production. The Company recognizes revenue from its interests in the sales of crude oil and natural gas in the period that its performance obligations are satisfied. Performance obligations are satisfied when the customer obtains control of the product, when the Company has no further obligations to perform related to the sale, when the transaction price has been determined and when collectability is probable. The sales of oil and natural gas are made under contracts which the third-party operators of the wells have negotiated with customers, which typically include variable consideration that is based on pricing tied to local indices and volumes delivered in the current month. The Company receives payment from the sale of oil and natural gas production from one The Company does not disclose the value of unsatisfied performance obligations under its contracts with customers as it applies the practical exemption, which applies to variable consideration that is recognized as control of the product is transferred to the customer. Since each unit of product represents a separate performance obligation, future volumes are wholly unsatisfied, and disclosure of the transaction price allocated to remaining performance obligations is not required. The Company’s oil is typically sold at delivery points under contract terms that are common in our industry. The Company’s natural gas produced is delivered by the well operators to various purchasers at agreed upon delivery points under a limited number of contract types that are also common in our industry. Regardless of the contract type, the terms of these contracts compensate the well operators for the value of the oil and natural gas at specified prices, and then the well operators will remit payment to the Company for its share in the value of the oil and natural gas sold. A wellhead imbalance liability equal to the Company’s share is recorded to the extent that the Company’s well operators have sold volumes in excess of its share of remaining reserves in an underlying property. However, for the three and six months ended June 30, 2023 and 2022, the Company’s natural gas production was in balance, meaning its cumulative portion of natural gas production taken and sold from wells in which it has an interest equaled its entitled interest in natural gas production from those wells. The Company’s disaggregated revenue has two primary sources: oil sales and natural gas and NGL sales. Substantially all of the Company’s oil and natural gas sales come from three geographic areas in the United States: the Williston Basin (North Dakota and Montana), the Appalachian Basin (Pennsylvania), and the Permian Basin (New Mexico and Texas). The following tables present the disaggregation of the Company’s oil revenues and natural gas and NGL revenues by basin for the three and six months ended June 30, 2023 and 2022. Three Months Ended Three Months Ended (In thousands) Williston Permian Appalachian Total Williston Permian Appalachian Total Oil Revenues $ 221,790 $ 132,045 $ — $ 353,834 $ 296,003 $ 107,975 $ — $ 403,978 Natural Gas and NGL Revenues 32,953 23,363 6,341 62,657 72,216 37,767 35,682 145,665 Other — 2,294 — 2,294 — — — — Total $ 254,743 $ 157,702 $ 6,341 $ 418,785 $ 368,219 $ 145,742 $ 35,682 $ 549,643 Six Months Ended Six Months Ended (In thousands) Williston Permian Appalachian Total Williston Permian Appalachian Total Oil Revenues $ 434,513 $ 274,700 $ — $ 709,213 $ 564,014 $ 188,790 $ — $ 752,804 Natural Gas and NGL Revenues 65,376 46,467 21,670 133,513 134,836 55,981 62,479 253,297 Other — 4,619 — 4,619 — — — — Total $ 499,889 $ 325,785 $ 21,670 $ 847,343 $ 698,850 $ 244,772 $ 62,479 $ 1,006,101 Concentrations of Market, Credit Risk and Other Risks The future results of the Company’s crude oil and natural gas operations will be affected by the market prices of crude oil and natural gas. The availability of a ready market for crude oil and natural gas products in the future will depend on numerous factors beyond the control of the Company, including weather, imports, marketing of competitive fuels, proximity and capacity of crude oil and natural gas pipelines and other transportation facilities, any oversupply or undersupply of crude oil, natural gas and liquid products, the regulatory environment, the economic environment, and other regional and political events, none of which can be predicted with certainty. The Company operates in the exploration, development and production sector of the crude oil and natural gas industry. The Company’s receivables include amounts due, indirectly via the third-party operators of the wells, from purchasers of its crude oil and natural gas production. While certain of these customers, as well as third-party operators of the wells, are affected by periodic downturns in the economy in general or in their specific segment of the crude oil or natural gas industry, the Company believes that its level of credit-related losses due to such economic fluctuations have been immaterial. As a non-operator, 100% of the Company’s wells are operated by third-party operating partners. As a result, the Company is highly dependent on the success of these third-party operators. If they are not successful in the development, exploitation, production and exploration activities relating to the Company’s leasehold interests, or are unable or unwilling to perform, the Company’s financial condition and results of operation could be adversely affected. These risks are heightened in a low commodity price environment, which may present significant challenges to these third-party operators. The Company’s third-party operators will make decisions in connection with their operations that may not be in the Company’s best interests, and the Company may have little or no ability to exercise influence over the operational decisions of its third-party operators. For the three and six months ended June 30, 2023, the Company’s top four operators made up 41% and 40% of total oil and natural gas sales, compared to 41% and 42% and for the three and six months ended June 30, 2022. The Company faces concentration risk due to the fact that a majority of its oil and natural gas revenue is sourced from North Dakota. Acquisitions since 2021 have diversified the Company’s portfolio to include New Mexico, Pennsylvania and Texas, but the Company remains disproportionately exposed to risks affecting a limited number of geographic areas of operations. The Company manages and controls market and counterparty credit risk. In the normal course of business, collateral is not required for financial instruments with credit risk. Financial instruments which potentially subject the Company to credit risk consist principally of temporary cash balances and derivative financial instruments. The Company maintains cash and cash equivalents in bank deposit accounts which, at times, may exceed the federally insured limits. The Company has not experienced any significant losses from such investments. The Company attempts to limit the amount of credit exposure to any one financial institution or company. The Company believes the credit quality of its counterparties is generally high. In the normal course of business, letters of credit or parent guarantees may be required for counterparties which management perceives to have a higher credit risk. Net Income (Loss) Per Common Share Basic earnings per share (“EPS”) are computed by dividing net income (loss) attributable to common stockholders (the numerator) by the weighted average number of common shares outstanding for the period (the denominator). Diluted EPS is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares and potential common shares outstanding (if dilutive) during each period. Potential common shares include shares issuable upon exercise of stock options or warrants and vesting of restricted stock awards, and shares issuable upon conversion of the Preferred Stock or Convertible Notes (see Note 4). The number of potential common shares outstanding are calculated using the treasury stock or if-converted method. In those reporting periods in which the Company has reported net income available to common stockholders, anti-dilutive shares generally are comprised of the restricted stock that has average unrecognized stock compensation expense greater than the average stock price. In those reporting periods in which the Company has a net loss, anti-dilutive shares are comprised of the impact of those number of shares that would have been dilutive had the Company had net income plus the number of common stock equivalents that would be anti-dilutive had the company had net income. Restricted stock awards are excluded from the calculation of basic weighted average common shares outstanding until they vest. For restricted stock awards that vest based on achievement of performance and/or market conditions, the number of contingently issuable common shares included in diluted weighted-average common shares outstanding is based on the number of common shares, if any, that would be issuable under the terms of the arrangement if the end of the reporting period were the end of the contingency period, assuming the result would be dilutive. The reconciliation of the denominators used to calculate basic EPS and diluted EPS for the three and six months ended June 30, 2023 and 2022 are as follows: Three Months Ended Six Months Ended (In thousands, except share and per share data) 2023 2022 2023 2022 Net Income $ 167,815 $ 251,264 $ 508,006 $ 44,704 Less: Cumulative Dividends on Preferred Stock — (2,810) — (5,826) Less: Premium on Repurchase of Preferred Stock — (10,363) $ — $ (25,320) Net Income Attributable to Common Stockholders 167,815 $ 238,091 $ 508,006 $ 13,558 Weighted Average Common Shares Outstanding: Weighted Average Common Shares Outstanding – Basic 88,800,994 77,366,704 86,869,094 77,145,851 Plus: Dilutive Effect of Restricted Stock and Warrants 307,525 9,421,761 399,497 1,649,981 Weighted Average Common Shares Outstanding – Diluted 89,108,519 86,788,465 87,268,591 78,795,832 Net Income per Common Share: Basic $ 1.89 $ 3.08 $ 5.85 $ 0.18 Diluted $ 1.88 $ 2.74 $ 5.82 $ 0.17 Shares Excluded from EPS Due to Anti-Dilutive Effect: Restricted Stock 1,324 — 1,934 — Series A Preferred Stock (if converted) — — — 8,650,671 Supplemental Cash Flow Information The following reflects the Company’s supplemental cash flow information: Six Months Ended (In thousands) 2023 2022 Supplemental Cash Items: Cash Paid During the Period for Interest, Net of Amount Capitalized $ 59,311 $ 32,997 Cash Paid During the Period for Income Taxes 891 1,652 Non-cash Investing Activities: Capital Expenditures on Oil and Natural Gas Properties Included in Accounts Payable and Accrued Liabilities 242,593 158,969 Capitalized Asset Retirement Obligations 2,367 1,954 Compensation Capitalized on Oil and Gas Properties 278 122 Issuance of Common Stock Warrants - Acquisition of Oil and Natural Gas Properties — 17,870 Non-cash Financing Activities: Issuance of Common Stock Warrants - Acquisitions of Oil and Natural Gas Properties — 17,870 Issuance of Common Stock in Exchange for Warrants 13,328 76,904 Common Stock Dividends Declared, But Not Paid 34,512 25,887 |
CRUDE OIL AND NATURAL GAS PROPE
CRUDE OIL AND NATURAL GAS PROPERTIES | 6 Months Ended |
Jun. 30, 2023 | |
Oil and Gas Exploration and Production Industries Disclosures [Abstract] | |
CRUDE OIL AND NATURAL GAS PROPERTIES | CRUDE OIL AND NATURAL GAS PROPERTIESThe Company follows the full cost method of accounting for crude oil and natural gas operations whereby all costs related to the exploration and development of crude oil and natural gas properties are capitalized into a single cost center (“full cost pool”). Such costs include land acquisition costs, geological and geophysical expenses, carrying charges on non-producing properties, costs of drilling directly related to acquisition, and exploration activities. Internal costs that are capitalized are directly attributable to acquisition, exploration and development activities and do not include costs related to production, general corporate overhead or similar activities. Costs associated with production and general corporate activities are expensed in the period incurred. Under the full cost method of accounting, the Company is required to perform a ceiling test each quarter. The test determines a limit, or ceiling, on the book value of the proved oil and gas properties. Net capitalized costs are limited to the lower of unamortized cost net of deferred income taxes, or the cost center ceiling. The Company did not have any impairment of its proved oil and gas properties for the three and six months ended June 30, 2023 and 2022. The book value of the Company’s crude oil and natural gas properties consists of all acquisition costs (including cash expenditures and the value of stock consideration), drilling costs and other associated capitalized costs. Acquisitions are accounted for as purchases and, accordingly, the results of operations are included in the accompanying condensed statements of operations from the closing date of the acquisition. Acquired assets and liabilities assumed are recorded based on their estimated fair value at the time of the acquisition. 2023 Acquisitions In addition to the closing of the MPDC Acquisition and Forge Acquisition (each as defined below), during the three and six months ended June 30, 2023, the Company acquired oil and natural gas properties, through a number of independent transactions, for a total of $45.4 million and $58.4 million, respectively. MPDC Acquisition On January 5, 2023, the Company completed its acquisition (the “MPDC Acquisition”) of certain oil and gas properties, interests and related assets from Midland Petro D.C. Partners, LLC and Collegiate Midstream LLC (collectively, “MPDC”), effective as of August 1, 2022. At closing, the Company acquired a 39.958% working interest in MPDC’s four-unit development project in the Permian Midland Basin, which includes an interest in gathering assets associated with the project. The total consideration at closing was $319.9 million in cash. As a result of customary post-closing adjustments, the Company reduced its proved oil and natural gas properties and total consideration by $11.3 million subsequent to closing. The results of operations from the acquisition from the January 5, 2023 closing date through June 30, 2023, represented approximately $55.0 million of revenue and $35.7 million of income from operations. The Company incurred $3.5 million of transaction costs in connection with the acquisition, which are included in general and administrative expense in the Company’s statement of operations. The following table reflects the fair values of the net assets and liabilities as of the closing date of the acquisition: (In thousands) Fair value of net assets: Proved oil and natural gas properties $ 320,395 Total assets acquired 320,395 Asset retirement obligations (451) Net assets acquired $ 319,944 Fair value of consideration paid for net assets: Cash consideration $ 319,944 Total fair value of consideration transferred $ 319,944 Forge Acquisition On June 30, 2023, the Company completed its acquisition (the “Forge Acquisition”) of Permian Delaware Basin assets from Forge Energy II Delaware, LLC (“Forge”), effective as of March 1, 2023. At closing, the Company acquired a 30% undivided stake in the assets sold by Forge, with Vital Energy, Inc. acquiring the other 70% and becoming the operator of the assets. The total consideration at closing, net to the Company, was $167.9 million in cash. The Company incurred $2.3 million of transaction costs in connection with the acquisition, which are included in general and administrative expense in the Company’s statement of operations. The following table reflects the fair values of the net assets and liabilities as of the closing date of the acquisition: (In thousands) Fair value of net assets: Proved oil and natural gas properties $ 164,925 Unproved oil and natural gas properties 3,892 Total assets acquired 168,817 Asset retirement obligations (889) Net assets acquired $ 167,928 Fair value of consideration paid for net assets: Cash consideration $ 167,928 Total fair value of consideration transferred $ 167,928 2022 Acquisitions During 2022, the Company completed the following larger bolt-on acquisitions (each as defined and described below): the Veritas Acquisition, the Incline Acquisition, the Laredo Acquisition, the Alpha Acquisition, and the Delaware Acquisition (collectively, the “2022 Bolt-on Acquisitions”). During 2022, in addition to the 2022 Bolt-on Acquisitions, the Company acquired oil and natural gas properties through a number of smaller independent transactions for a total of $100.0 million. Veritas Acquisition On January 27, 2022, the Company completed the acquisition of certain non-operated oil and gas properties, interests and related assets in the Permian Basin from Veritas TM Resources, LLC, Veritas Permian Resources, LLC, Veritas Lone Star Resources, LLC, and Veritas MOC Resources, LLC, effective as of October 1, 2021 (the “Veritas Acquisition”). The total consideration was $408.8 million, which included $390.9 million in cash and warrants to purchase 1,939,998 shares of the Company’s common stock, par value $0.001 per share, at an exercise price equal to $28.30 per share. The warrants had a total estimated fair value of $17.9 million. As a result of customary post-closing adjustments, the Company further decreased its proved oil and natural gas properties and total consideration by $3.0 million subsequent to closing. The results of operations from the acquisition from the January 27, 2022 closing date through December 31, 2022, represented approximately $244.1 million of revenue and $168.0 million of income from operations. The Company incurred $7.3 million of transaction costs in connection with the acquisition, which are included in general and administrative expense in the Company’s statement of operations. The following table reflects the fair values of the net assets and liabilities as of the date of acquisition: (In thousands) Fair value of net assets: Proved oil and natural gas properties $ 383,755 Unproved oil and natural gas properties 26,262 Total assets acquired 410,017 Asset retirement obligations (1,219) Net assets acquired $ 408,798 Fair value of consideration paid for net assets: Cash consideration $ 390,928 Issuance of Common Stock Warrants (1.9 million shares at $28.30 per share) 17,870 Total fair value of consideration transferred $ 408,798 Incline Acquisition On August 15, 2022, the Company completed the acquisition of certain non-operated oil and gas properties, interests and related assets in the Williston Basin from Incline Bakken, LLC, effective as of April 1, 2022 (the “Incline Acquisition”). The total consideration at closing was $159.8 million which includes $158.0 million in cash and $1.8 million in value attributable to potential additional contingent consideration (described in more detail below). As a result of customary post-closing adjustments, the Company reduced its proved oil and natural gas properties and total consideration by $6.6 million subsequent to closing. The results of operations from the acquisition from the August 15, 2022 closing date through December 31, 2022, represented approximately $25.3 million of revenue and $17.0 million of income from operations. The Company incurred $1.1 million of transaction costs in connection with the acquisition, which are included in general and administrative expense in the Company’s statement of operations. The following table reflects the fair values of the net assets and liabilities as of the closing date of the acquisition: (In thousands) Fair value of net assets: Proved oil and natural gas properties $ 160,155 Total assets acquired 160,155 Asset retirement obligations (319) Net assets acquired $ 159,836 Fair value of consideration paid for net assets: Cash consideration $ 157,977 Contingent consideration 1,850 Total fair value of consideration transferred $ 159,827 A contingent consideration liability arising from potential additional consideration in connection with the Incline Acquisition was recognized at its fair value. The seller had the potential to earn up to $5.0 million of additional cash consideration dependent upon NYMEX WTI oil pricing at the end of 2022. This contingent consideration was not earned, and there was no remaining associated liability as of December 31, 2022. The acquisition date fair value of the potential additional consideration, totaling $1.8 million, was recorded within contingent consideration liabilities on the Company’s balance sheets. Changes in the fair value of the liability (that were not accounted for as revisions of the acquisition date fair value) are recorded in other income (expense) on the Company’s statement of operations. Laredo Acquisition On October 3, 2022, the Company completed the acquisition of certain non-operated oil and gas properties, interests and related assets in the Permian Midland Basin from Laredo Petroleum, Inc., effective as of August 1, 2022 (the “Laredo Acquisition”). The total consideration at closing was $110.1 million in cash. As a result of customary post-closing adjustments, the Company reduced its proved oil and natural gas properties and total consideration by $3.2 million subsequent to closing. The results of operations from the acquisition from the October 3, 2022 closing date through December 31, 2022, represented approximately $9.4 million of revenue and $6.8 million of income from operations. The Company incurred $0.8 million of transaction costs in connection with the acquisition, which are included in general and administrative expense in the Company’s statement of operations. The following table reflects the fair values of the net assets and liabilities as of the closing date of the acquisition: (In thousands) Fair value of net assets: Proved oil and natural gas properties $ 110,258 Total assets acquired 110,258 Asset retirement obligations (187) Net assets acquired $ 110,071 Fair value of consideration paid for net assets: Cash consideration $ 110,071 Total fair value of consideration transferred $ 110,071 Alpha Acquisition On December 1, 2022, the Company completed the acquisition of certain non-operated oil and gas properties, interests and related assets in the Permian Delaware Basin from Alpha Energy Partners, effective as of September 1, 2022 (the “Alpha Acquisition”). The total consideration at closing was $164.0 million, which includes $153.9 million in cash and $10.1 million in value attributable to potential additional contingent consideration (described in more detail below). As a result of customary post-closing adjustments, the Company increased its proved oil and natural gas properties and total consideration by $0.3 million subsequent to closing. The results of operations from the acquisition from the December 1, 2022 closing date through December 31, 2022, represented approximately $2.6 million of revenue and $1.5 million of income from operations. The Company incurred $1.3 million of transaction costs in connection with the acquisition, which are included in general and administrative expense in the Company’s statement of operations. The following table reflects the fair values of the net assets and liabilities as of the closing date of the acquisition: (In thousands) Fair value of net assets: Proved oil and natural gas properties $ 164,300 Total assets acquired 164,300 Asset retirement obligations (278) Net assets acquired $ 164,023 Fair value of consideration paid for net assets: Cash consideration $ 153,916 Contingent consideration 10,107 Total fair value of consideration transferred $ 164,023 A contingent consideration liability arising from potential additional consideration in connection with the Alpha Acquisition was recognized at its fair value. The seller had the potential to earn additional cash consideration dependent upon average front month NYMEX WTI oil pricing during the first six months of 2023. The amount was to be determined on a sliding scale from zero additional consideration if such pricing was below $75.00 per barrel, up to $22.5 million of additional consideration if such pricing was at least $87.85 per barrel. This contingent consideration was not earned, and there was no remaining associated liability as of June 30, 2023. The acquisition date fair value of the potential additional consideration, totaling $10.1 million, was recorded within contingent consideration liabilities on the Company’s condensed balance sheets. Changes in the fair value of the liability are recorded in other income (expense) on the Company’s condensed statement of operations. For the three and six months ended June 30, 2023 we recorded contingent consideration gains of $3.9 million and $10.1 million , respectively, relating to the change in fair value of the liability. Delaware Acquisition On December 16, 2022, the Company completed the acquisition of certain non-operated oil and gas properties, interests and related assets in the Permian Delaware Basin from a private seller, effective as of November 1, 2022 (the “Delaware Acquisition”). The total consideration at closing was $131.6 million in cash. As a result of customary post-closing adjustments, the Company increased its proved oil and natural gas properties and total consideration by $0.1 million subsequent to closing. The results of operations from the acquisition from the December 16, 2022 closing date through December 31, 2022, represented approximately $1.2 million of revenue and $0.7 million of income from operations. The Company incurred $1.3 million of transaction costs in connection with the acquisition, which are included in general and administrative expense in the Company’s statement of operations. The following table reflects the fair values of the net assets and liabilities as of the closing date of the acquisition: (In thousands) Fair value of net assets: Proved oil and natural gas properties $ 131,773 Total assets acquired 131,773 Asset retirement obligations (155) Net assets acquired $ 131,618 Fair value of consideration paid for net assets: Cash consideration $ 131,618 Total fair value of consideration transferred $ 131,618 Pro Forma Information The following summarized unaudited pro forma condensed statement of operations information for the three and six months ended June 30, 2023 and 2022, assumes that the MPDC Acquisition, Forge Acquisition and each of the 2022 Bolt-on Acquisitions occurred as of January 1, 2022. The Company prepared the following summarized unaudited pro forma financial results for comparative purposes only. The summarized unaudited pro forma information may not be indicative of the results that would have occurred had the Company completed the acquisitions as of January 1, 2022, or that would be attained in the future. Three Months Ended Six Months Ended Three Months Ended Six Months Ended (In thousands) June 30, 2023 June 30, 2023 June 30, 2022 June 30, 2022 Total Revenues $ 542,947 $ 1,190,095 $ 580,750 $ 751,305 Net Income (Loss) 245,710 626,337 362,201 323,742 Unproved Properties All properties that are not classified as proved properties are considered unproved properties and, thus, the costs associated with such properties are not subject to depletion. Once a property is classified as proved, all associated acreage and drilling costs are subject to depletion. The Company historically has acquired unproved properties by purchasing individual or small groups of leases directly from mineral owners, landmen, or lease brokers, which leases historically have not been subject to specified drilling projects, and by purchasing lease packages in identified project areas controlled by specific operators. The Company generally participates in drilling activities on a heads up basis by electing whether to participate in each well on a well-by-well basis at the time wells are proposed for drilling. The Company believes that the majority of its unproved costs will become subject to depletion within the next five years by proving up reserves relating to the acreage through exploration and development activities, by impairing the acreage that will expire before the Company can explore or develop it further or by determining that further exploration and development activity will not occur. The timing by which all other properties will become subject to depletion will be dependent upon the timing of future drilling activities and delineation of its reserves. |
LONG-TERM DEBT
LONG-TERM DEBT | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT The Company’s long-term debt consists of the following: June 30, 2023 (In thousands) Principal Balance Unamortized Premium Debt Issuance Costs, Net Long-term Debt, Net Revolving Credit Facility (1) $ — $ — $ — $ — Senior Notes due 2028 705,108 9,396 (10,508) 703,997 Senior Notes due 2031 500,000 (7,046) (8,988) 483,966 Convertible Notes due 2029 500,000 — (15,412) 484,588 Total $ 1,705,108 $ 2,350 $ (34,907) $ 1,672,551 December 31, 2022 Principal Balance Unamortized Net Premium Debt Issuance Costs, Net Long-term Debt, Net Revolving Credit Facility (1) $ 319,000 $ — $ — $ 319,000 Senior Notes due 2028 724,235 10,682 (11,946) 722,972 Convertible Notes due 2029 500,000 — (16,558) 483,442 Total $ 1,543,235 $ 10,682 $ (28,504) $ 1,525,413 ________________ (1) Debt issuance costs related to the Company’s Revolving Credit Facility of $9.8 million and $10.9 million as of June 30, 2023 and December 31, 2022, are recorded in “Other Noncurrent Assets, Net” in the balance sheets. Revolving Credit Facility On June 7, 2022, the Company entered into a Third Amended and Restated Credit Agreement (the “Revolving Credit Facility”) with Wells Fargo Bank, National Association, as administrative agent and collateral agent (“Agent”), and the lenders from time to time party thereto, which amended and restated the Company’s prior revolving credit facility that was entered into on November 22, 2019. The Revolving Credit Facility is scheduled to mature on June 7, 2027. The Revolving Credit Facility is comprised of revolving loans and letters of credit and is subject to a borrowing base with maximum loan value to be assigned to the proved reserves attributable to the Company and its subsidiaries’ (if any) oil and gas properties. As of June 30, 2023, the borrowing base was $1.6 billion and the aggregate elected commitment amount was $1.0 billion. The Company’s borrowing availability under the Revolving Credit Facility is set at the lesser of the borrowing base and the elected commitment amount. The borrowing base will be redetermined semiannually on or around April 1st and October 1st, with one interim “wildcard” redetermination available to each of the Company and the Agent (acting at the direction of the lenders holding at least two-thirds of commitments and loans outstanding under the Revolving Credit Facility) between scheduled redeterminations. Upon an acquisition of oil and gas properties with an aggregate value exceeding 5% of the borrowing base, the Company may request an additional redetermination. The scheduled redeterminations are based on a December 31st or June 30th reserve report, as applicable, prepared under the supervision of the Company’s chief engineer and, in the case of the December 31st reserve report, audited by an approved petroleum engineer (reasonably acceptable to the Agent). The Company has the option to seek commitments for term loans, which such term loans (if obtained) are capped at the least of (1) the borrowing base minus the aggregate elected commitment amount minus the then-outstanding principal amount of term loans, (ii) the aggregate elected commitment amount minus the then-outstanding principal amount of term loans and (iii) $500.0 million. Such term loans are subject to certain other terms of the Revolving Credit Facility. At the Company’s option, borrowings under the Revolving Credit Facility shall bear interest at the base rate or SOFR plus an applicable margin. Base rate loans bear interest at a rate per annum equal to the greatest of: (i) the Agent bank’s prime rate; (ii) the federal funds effective rate plus 50 basis points; and (iii) the adjusted SOFR rate for a one-month interest period plus 100 basis points. The applicable margin for base rate loans ranges from 125 to 225 basis points, and the applicable margin for SOFR loans ranges from 225 to 325 basis points, in each case depending on the percentage of the borrowing base utilized. The Revolving Credit Facility contains negative covenants that limit the Company’s ability, among other things, to pay dividends, incur additional indebtedness, sell assets, enter into certain derivatives contracts, change the nature of its business or operations, merge, consolidate, or make certain types of investments. In addition, the Revolving Credit Facility requires that the Company comply with the following financial covenants: (i) as of the date of determination, the ratio of total net debt to EBITDAX (as defined in the Revolving Credit Facility) shall be no more than 3.50 to 1.00, measured on a rolling four quarter basis, and (ii) the current ratio (defined as consolidated current assets including unused amounts of the total commitments, but excluding non-cash assets under FASB ASC 815, divided by consolidated current liabilities excluding current non-cash obligations under FASB ASC 815, current maturities under the Revolving Credit Facility and current maturities of any long-term debt) shall not be less than 1.00 to 1.00. The Company is in compliance with these financial covenants as of June 30, 2023. The Company’s obligations under the Revolving Credit Facility may be accelerated, subject to customary grace and cure periods, upon the occurrence of certain Events of Default (as defined in the Revolving Credit Facility). Such Events of Default include customary events for a financing agreement of this type, including, without limitation, payment defaults, the inaccuracy of representations and warranties, defaults in the performance of affirmative or negative covenants, defaults on other indebtedness of the Company or its subsidiaries, defaults related to judgments and the occurrence of a Change in Control (as defined in the Revolving Credit Facility). The Company’s obligations under the Revolving Credit Facility are secured by mortgages on not less than 90% of the value of proven reserves associated with the oil and gas properties included in the determination of the borrowing base. Additionally, the Company entered into a Guaranty and Collateral Agreement in favor of the Agent for the secured parties, pursuant to which the Company’s obligations under the Revolving Credit Facility are secured by a first priority security interest in substantially all of the Company’s assets. Senior Notes due 2028 On February 18, 2021, the Company and Wilmington Trust, National Association, as trustee, entered into an indenture (the “2028 Notes Indenture”), pursuant to which the Company issued $550.0 million in aggregate principal amount of 8.125% senior unsecured notes due 2028 (the “Original 2028 Notes”). On November 15, 2021, the Company issued an additional $200.0 million aggregate principal amount of 8.125% senior notes due 2028 (the “Additional 2028 Notes” and, together with the Original 2028 Notes, the “Senior Notes due 2028”). The proceeds of the Senior Notes due 2028 were used primarily to refinance existing indebtedness, and for general corporate purposes. During the six months ended June 30, 2023, the Company repurchased and retired $19.1 million in aggregate principal amount of the Senior Notes due 2028 in open market transactions for a total of $18.4 million in cash, plus accrued interest. During 2022, the Company repurchased and retired $25.8 million in aggregate principal amount of the Senior Notes due 2028 in open market transactions for a total of $24.9 million in cash, plus accrued interest. The Senior Notes due 2028 will mature on March 1, 2028. Interest is payable semi-annually in arrears on each March 1 and September 1 to holders of record on the February 15 and August 15 immediately preceding the related interest payment date, at a rate of 8.125% per annum. Prior to March 1, 2024, the Company may redeem all or a part of the Senior Notes due 2028 at a redemption price equal to 100% of the principal amount of the Senior Notes due 2028 redeemed, plus an applicable make-whole premium and accrued and unpaid interest to the redemption date. On or after March 1, 2024, the Company may redeem all or a part of the Senior Notes due 2028 at redemption prices (expressed as percentages of principal amount) equal to 104.063% for the twelve-month period beginning on March 1, 2024, 102.031% for the twelve-month period beginning on March 1, 2025, and 100% beginning on March 1, 2026, plus accrued and unpaid interest to the redemption date. If a Change of Control Triggering Event (as defined in the 2028 Notes Indenture) occurs, each holder of Senior Notes due 2028 may require the Company to repurchase all or any part of that holder’s the Senior Notes due 2028 for cash at a price equal to 101% of the aggregate principal amount of the the Senior Notes due 2028 repurchased, plus any accrued and unpaid interest on the the Senior Notes due 2028 repurchased to, but excluding, the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date on or prior to the date of purchase). The 2028 Notes Indenture contains covenants that, among other things, limit the Company’s ability and the ability of its restricted subsidiaries, if any, to: (i) incur or guarantee additional indebtedness or issue certain types of preferred stock; (ii) pay dividends or distributions in respect of equity interests or redeem, repurchase or retire equity securities or subordinated indebtedness; (iii) transfer or sell certain assets; (iv) make investments; (v) create liens to secure indebtedness; (vi) enter into agreements that restrict dividends or other payments from any non-guarantor subsidiary to the Company; (vii) consolidate with or merge with or into, or sell substantially all of the Company’s assets to, another person; (viii) enter into transactions with affiliates; and (ix) create unrestricted subsidiaries. These covenants are subject to a number of important exceptions and qualifications, and many of these covenants will be terminated if the Senior Notes due 2028 achieve an investment grade rating from either Moody’s Investors Services, Inc. or S&P Global Ratings. The 2028 Notes Indenture contains customary events of default, including, but not limited to: (i) default for 30 days in the payment when due of interest on the Senior Notes due 2028; (ii) default in payment when due of the principal of, or premium, if any, on the Senior Notes due 2028; (iii) failure by the Company or certain of its subsidiaries, if any, to comply with certain of their respective obligations, covenants or agreements contained in the Senior Notes due 2028 or the 2028 Notes Indenture, subject to certain notice and grace periods; (iv) failure by the Company or any of its restricted subsidiaries to pay indebtedness within any applicable grace period or the acceleration of any such indebtedness if the total amount of such indebtedness exceeds $35.0 million; (v) failure by the Company or any of its restricted subsidiaries that is a Significant Subsidiary (as defined in the 2028 Notes Indenture) to pay final non-appealable judgments aggregating in excess of $35.0 million, which judgments are not paid, discharged or stayed for a period of 60 days; (vi) except as permitted by the 2028 Notes Indenture, any guarantee of the Senior Notes due 2028 is held in any judicial proceeding to be unenforceable or invalid, or ceases for any reason to be in full force and effect, or is denied or disaffirmed by a Guarantor (as defined in the 2028 Notes Indenture); and (vii) certain events of bankruptcy or insolvency described in the 2028 Notes Indenture with respect to the Company and its restricted subsidiaries that are Significant Subsidiaries. Convertible Notes due 2029 On October 14, 2022, the Company and Wilmington Trust, National Association, as trustee, entered into an indenture (the “Convertible Notes Indenture”), pursuant to which the Company issued $500.0 million in aggregate principal amount of 3.625% convertible senior notes due 2029 (the “Convertible Notes”). The proceeds of the Convertible Notes were used to refinance existing indebtedness and for other general corporate purposes. The Convertible Notes mature on April 15, 2029, unless earlier repurchased, redeemed or converted. The Convertible Notes accrue interest at a rate of 3.625% per annum, payable semi-annually in arrears on April 15 and October 15 of each year, beginning on April 15, 2023. Before October 16, 2028, noteholders have the right to convert their Convertible Notes only upon the occurrence of certain events. From and after October 16, 2028, noteholders may convert their Convertible Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. The Company will have the right to elect to settle conversions either entirely in cash or in a combination of cash and shares of its common stock. However, upon conversion of any Convertible Notes, the conversion value, which will be determined over a period of 40 trading days, will be paid in cash up to at least the principal amount of the Convertible Notes being converted. The initial conversion rate was 26.3104 shares of common stock per $1,000 principal amount of Convertible Notes, which represented an initial conversion price of approximately $38.01 per share of common stock. The conversion rate and conversion price are subject to customary anti-dilution and other adjustments upon the occurrence of certain events. As of June 30, 2023, the conversion rate was 26.4029 shares of common stock per $1,000 principal amount of Convertible Notes, which represented a conversion price of approximately $37.87 per share of common stock. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the Convertible Notes Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time. The Convertible Notes are redeemable, in whole or in part (subject to certain limitations), at the Company’s option at any time, and from time to time, on or after April 15, 2026 and on or before the 40th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (ii) the trading day immediately before the date the Company sends such notice. In addition, calling any Convertible Note for redemption will constitute a Make-Whole Fundamental Change with respect to that Convertible Note, in which case the conversion rate applicable to the conversion of that Convertible Note will be increased in certain circumstances if it is converted after it is called for redemption. If certain corporate events that constitute a “Fundamental Change” (as defined in the Convertible Notes Indenture) occur, then, subject to a limited exception for certain cash mergers, noteholders may require the Company to repurchase their Convertible Notes at a cash repurchase price equal to the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. The definition of Fundamental Change includes certain business combination transactions involving the Company and certain de-listing events with respect to the Company’s common stock. The Convertible Notes have customary provisions relating to the occurrence of “Events of Default” (as defined in the Convertible Notes Indenture), which include the following: (i) certain payment defaults on the Convertible Notes (which, in the case of a default in the payment of interest on the Convertible Notes, will be subject to a 30-day cure period); (ii) the Company’s failure to send certain notices under the Convertible Notes Indenture within specified periods of time; (iii) the Company’s failure to comply with certain covenants in the Convertible Notes Indenture relating to the Company’s ability to consolidate with or merge with or into, or sell, lease or otherwise transfer, in one transaction or a series of transactions, all or substantially all of the assets of the Company and any subsidiaries that the Company may form or acquire in the future, taken as a whole, to another person; (iv) a default by the Company in certain of its other obligations or agreements under the Convertible Notes Indenture or the Convertible Notes if such default is not cured or waived within 60 days after notice is given in accordance with the Convertible Notes Indenture; (v) certain defaults by the Company or any subsidiaries that the Company may form or acquire in the future with respect to indebtedness for borrowed money of at least $50.0 million; (vi) the rendering of certain judgments against the Company or any of its subsidiaries for the payment of at least $50.0 million, where such judgments are not paid, discharged or stayed within 60 days after the date on which the right to appeal has expired or on which all rights to appeal have been extinguished; and (vii) certain events of bankruptcy, insolvency and reorganization involving the Company or any of the Company’s significant subsidiaries that the Company may form or acquire in the future. If an Event of Default involving bankruptcy, insolvency or reorganization events with respect to the Company (and not solely with respect to any significant subsidiary that the Company may form or acquire in the future) occurs, then the principal amount of, and all accrued and unpaid interest on, all of the Convertible Notes then outstanding will immediately become due and payable without any further action or notice by any person. If any other Event of Default occurs and is continuing, then, the Trustee, by notice to the Company, or noteholders of at least 25% of the aggregate principal amount of Convertible Notes then outstanding, by notice to the Company and the Trustee, may declare the principal amount of, and all accrued and unpaid interest on, all of the Convertible Notes then outstanding to become due and payable immediately. However, notwithstanding the foregoing, the Company may elect, at its option, that the sole remedy for an Event of Default relating to certain failures by the Company to comply with certain reporting covenants in the Convertible Notes Indenture consists exclusively of the right of the noteholders to receive special interest on the Convertible Notes for up to 365 days at a specified rate per annum not exceeding 0.25% on the principal amount of the Convertible Notes for the first 180 days and, thereafter, at a specified rate per annum not exceeding 0.50% on the principal amount of the Convertible Notes. Capped Call Transactions In October 2022, in connection with the Convertible Notes offering described above, the Company entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain of the initial purchasers of the Convertible Notes and/or their respective affiliates and/or other financial institutions. The Company paid $36.1 million in total consideration to enter into the Capped Call Transactions. The Capped Call Transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the conversion rate of the Convertible Notes, the number of shares of common stock initially underlying the Convertible Notes. The Capped Call Transactions are expected generally to reduce potential dilution to the common stock upon any conversion of Convertible Notes and/or offset any potential cash payments the Company is required to make in excess of the principal amount of such converted Convertible Notes, as the case may be, with such reduction and/or offset subject to a cap. The cap price of the Capped Call Transactions was initially approximately $52.17 per share of common stock, which represents a premium of 75% over the last reported sale price of the common stock of $29.81 per share on October 11, 2022, and is subject to certain customary adjustments under the terms of the Capped Call Transactions. As of June 30, 2023, the cap price of the Capped Call Transactions was approximately $51.98 per share of common stock. Senior Notes due 2031 On May 15, 2023, the Company and Wilmington Trust, National Association, as trustee, entered into an indenture (the “2031 Notes Indenture”), pursuant to which the Company issued $500.0 million in aggregate principal amount of the Company’s 8.750% senior notes due 2031 (the “Senior Notes due 2031”). The proceeds of the Senior Notes due 2031 were used primarily to refinance existing indebtedness, and for general corporate purposes. The Senior Notes due 2031 will mature on June 15, 2031. Interest is payable semi-annually in arrears on each June 15 and December 15, commencing December 15, 2023, to holders of record on the June 1 and December 1 immediately preceding the related interest payment date, at a rate of 8.750% per annum. Prior to June 15, 2026, the Company may redeem up to 35% of the aggregate principal amount of Senior Notes due 2031, upon not less than 10 or more than 60 days’ notice, at a redemption price of 108.750% of the principal amount of the Senior Notes due 2031 redeemed, plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date), in an amount not greater than the net cash proceeds of one or more equity offerings by the Company, provided that (i) at least 65% of the aggregate principal amount of Senior Notes due 2031 issued under the 2031 Notes Indenture (including any Additional Notes (as defined in the 2031 Notes Indenture) but excluding the Senior Notes due 2031 held by the Company and its Subsidiaries (as defined in the 2031 Notes Indenture)) remains outstanding immediately after the occurrence of such redemption (unless all Senior Notes due 2031 are redeemed substantially concurrently) and (ii) the redemption occurs within 180 days of the date of the closing of each such equity offering. In addition, prior to June 15, 2026, the Company may redeem all or a part of the Senior Notes due 2031, on any one or more occasions, upon not less than 10 or more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Senior Notes due 2031 redeemed, plus an applicable make-whole premium and accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date). On or after June 15, 2026, the Company may redeem all or a part of the Senior Notes due 2031, at redemption prices (expressed as percentages of principal amount) equal to 104.375% for the twelve-month period beginning on June 15, 2026, 102.188% for the twelve-month period beginning on June 15, 2027, and 100% beginning on June 15, 2028, plus accrued and unpaid interest to the redemption date. If a Change of Control Triggering Event (as defined in the 2031 Notes Indenture) occurs, each holder of Senior Notes due 2031 may require the Company to repurchase all or any part of that holder’s Senior Notes due 2031 for cash at a price equal to 101% of the aggregate principal amount of the Senior Notes due 2031 repurchased, plus any accrued and unpaid interest on the Senior Notes due 2031 repurchased to, but excluding, the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date on or prior to the date of purchase). The 2031 Notes Indenture contains covenants that, among other things, limit the Company’s ability and the ability of its restricted subsidiaries, if any, to: (i) incur or guarantee additional indebtedness or issue certain types of preferred stock; (ii) pay dividends or distributions in respect of equity interests or redeem, repurchase or retire equity securities or subordinated indebtedness; (iii) transfer or sell certain assets; (iv) make investments; (v) create liens to secure indebtedness; (vi) enter into agreements that restrict dividends or other payments from any non-guarantor subsidiary to the Company; (vii) consolidate with or merge with or into, or sell substantially all of the Company’s assets to, another person; (viii) enter into transactions with affiliates; and (ix) create unrestricted subsidiaries. These covenants are subject to a number of important exceptions and qualifications, and many of these covenants will be terminated if the Senior Notes due 2031 achieve an investment grade rating from either Moody’s Investors Service, Inc. or S&P Global Ratings. The 2031 Notes Indenture contains customary events of default, including, but not limited to: (i) default for 30 days in the payment when due of interest on the Senior Notes due 2031; (ii) default in payment when due of the principal of, or premium, if any, on the Senior Notes due 2031; (iii) failure by the Company or certain of its subsidiaries, if any, to comply with certain of their respective obligations, covenants or agreements contained in the Senior Notes due 2031 or the 2031 Notes Indenture, subject to certain notice and grace periods; (iv) failure by the Company or any of its restricted subsidiaries to pay indebtedness within any applicable grace period or the acceleration of any such indebtedness if the total amount of such indebtedness exceeds $35.0 million; (v) failure by the Company or any of its restricted subsidiaries that is a Significant Subsidiary (as defined in the 2031 Notes Indenture) to pay final non-appealable judgments aggregating in excess of $35.0 million, which judgments are not paid, discharged or stayed for a period of 60 days; (vi) except as permitted by the 2031 Notes Indenture, any guarantee of the Senior Notes due 2031 is held in any judicial proceeding to be unenforceable or invalid, or ceases for any reason to be in full force and effect, or is denied or disaffirmed by a Guarantor (as defined in the 2031 Notes Indenture); and (vii) certain events of bankruptcy or insolvency described in the 2031 Notes Indenture with respect to the Company and its restricted subsidiaries that are Significant Subsidiaries. |
COMMON AND PREFERRED STOCK
COMMON AND PREFERRED STOCK | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
COMMON AND PREFERRED STOCK | COMMON AND PREFERRED STOCK Common Stock The Company is authorized to issue up to 135,000,000 shares of common stock, par value $0.001 per share. As of June 30, 2023, the Company had 93,022,758 shares of common stock issued and outstanding. Preferred Stock The Company is authorized to issue up to 5,000,000 shares of preferred stock, par value $0.001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s Board of Directors. As of June 30, 2023, the Company had zero shares of preferred stock issued and outstanding. 2023 Activity Common Stock On May 18, 2023, the Company closed an underwritten public offering of 7,647,500 shares of its common stock at a price of $29.40 per share, after deducting underwriting discounts. This offering resulted in net proceeds of approximately $224.7 million, after deducting underwriting discounts and commissions. During the six months ended June 30, 2023, 98,052 shares of common stock were surrendered by certain employees of the Company to cover tax obligations in connection with their restricted stock awards. The total value of these shares was approximately $2.6 million, which is based on the market prices on the dates the shares were surrendered. During the six months ended June 30, 2023, the Company issued 403,780 shares of common stock in exchange for the surrender and cancellation of a portion of the warrants originally issued by the Company at closing of the Veritas Acquisition, which immediately prior to their cancellation were exercisable for an aggregate of approximately 824,602 shares of common stock at an exercise price of $27.4946 per share. Dividends In February 2023, the Company’s Board of Directors declared a cash dividend on the Company’s common stock in the amount of $0.34 per share. The dividend was paid on April 28, 2023 to stockholders of record as of the close of business on March 30, 2023. In May 2023, the Company’s Board of Directors declared a cash dividend on the Company’s common stock in the amount of $0.37 per share. The dividend was paid on July 31, 2023 to stockholders of record as of the close of business on June 29, 2023. Stock Repurchase Program In May 2022, the Company’s Board of Directors approved a stock repurchase program to acquire up to $150.0 million of the Company’s outstanding common stock. The stock repurchase program allows the Company to repurchase its shares from time to time in the open market, block transactions and in negotiated transactions. During the six months ended June 30, 2023, the Company repurchased 287,751 shares of its common stock under the stock repurchase program at a total cost of $8.0 million. During the six months ended June 30, 2022, the Company repurchased 447,051 shares of its common stock under the stock repurchase program at a total cost of $12.8 million. The Company’s accounting policy upon the repurchase of shares is to deduct its par value from common stock and to reflect any excess of cost over par value as a deduction from Additional Paid-in Capital. All repurchased shares are included in the Company’s pool of authorized but unissued shares. |
STOCK-BASED COMPENSATION AND WA
STOCK-BASED COMPENSATION AND WARRANTS | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION AND WARRANTS | STOCK-BASED COMPENSATION AND WARRANTS Stock-Based Compensation The Company maintains the Amended and Restated 2018 Equity Incentive Plan (the “2018 Plan”), for the purpose of making equity-based awards to employees, directors and other eligible persons. As of June 30, 2023, there were 3,268,106 shares available for future awards under the 2018 Plan. The Company recognizes the fair value of stock-based compensation awards expected to vest over the requisite service period as a charge against earnings, net of amounts capitalized. The Company’s stock-based compensation awards are accounted for as equity instruments and are included in the “General and administrative expenses” line item in the unaudited statements of operations. The Company capitalizes a portion of stock-based compensation for employees who are directly involved in the acquisition of oil and natural gas properties into the full cost pool. Capitalized stock-based compensation is included in the “Oil and natural gas properties” line item in the unaudited balance sheet. Issuances made pursuant to the 2018 Plan are summarized as follows: Restricted Stock Awards The Company issues restricted stock awards (“RSAs”) subject to various vesting conditions as compensation to executive officers, employees and directors of the Company. RSAs issued to employees and executive officers generally vest over three years, subject to continued employment and provided that any performance and/or market conditions are also met. RSAs issued to directors generally vest over one year, subject to continued service and provided that any performance and/or market conditions are also met. For RSAs subject to service and/or performance vesting conditions, the grant-date fair value is established based on the closing price of the Company’s common stock on such date. Stock-based compensation expense for awards subject to only service conditions is recognized on a straight-line basis over the service period. Stock-based compensation expense for awards subject to both service and performance conditions is recognized on a graded basis if it is probable that the performance condition will be achieved. The Company accounts for forfeitures of awards granted under these plans as they occur in determining stock-based compensation expense. For awards subject to a market condition, the grant-date fair value is estimated using a Monte Carlo valuation model. The Company recognizes stock-based compensation expense for awards subject to market-based vesting conditions regardless of whether it becomes probable that these conditions will be achieved or not, and stock-based compensation expense for any such awards is not reversed if vesting does not actually occur. The Monte Carlo model is based on random projections of stock price paths and must be repeated numerous times to achieve a probabilistic assessment. Expected volatility is calculated based on the historical volatility and implied volatility of the Company’s common stock, and the risk-free interest rate is based on U.S. Treasury yield curve rates with maturities consistent with the three-year vesting period. The following table reflects the outstanding RSAs and activity related thereto for the six months ended June 30, 2023: Service-based Awards Number of Shares Weighted-average Grant Date Fair Value Outstanding at December 31, 2022 316,333 $ 16.39 Shares granted 204,878 32.96 Shares forfeited (13,404) 19.06 Shares vested (228,126) 14.22 Outstanding at June 30, 2023 279,681 $ 25.57 At June 30, 2023, there was $4.0 million of total unrecognized compensation expense related to unvested RSAs. That cost is expected to be recognized over a weighted average period of 0.94 years. For the six months ended June 30, 2023 and 2022, the total fair value of the Company’s restricted stock awards vested was $6.2 million and $4.6 million, respectively. Performance Equity Awards In April 2022, the Company granted performance equity awards under its 2022 executive compensation program to certain executive officers. The awards were subject to a market condition, which was based on a comparison of the Company versus a defined peer group with respect to total shareholder return (“TSR”) based on the last 20 trading days of 2022 compared to the same period of 2021. Depending on the Company’s TSR relative to the defined peer group, the award recipients in the aggregate could earn between zero and $2.4 million in the form of awards expected to be settled in restricted shares. In January 2023, the Company issued 74,220 restricted shares of common stock in settlement of these awards, with service-based vesting over three years. For the three months ended June 30, 2023, the Company recorded $0.1 million of compensation expense in connection with the performance equity awards. Warrants In January 2022, the Company issued common stock warrants as a part of the Veritas Acquisition as purchase consideration. These warrants (i) gave holders the right to purchase 1,939,998 shares of the Company’s common stock at an exercise price equal to $28.30 per share (subject to certain anti-dilution adjustments), (ii) had a total fair value of $17.9 million at issuance, and (iii) are generally exercisable from April 27, 2022 until January 27, 2029. The fair value of the warrants at issuance was determined by utilizing an Option Pricing Model, which used the market value of the Company’s common stock on the issue date, an exercise price of $28.30 , an implied volatility of 60%, a risk-free rate of 2.14% and an implied dividend yield of 3.00%. In March 2023, the Company issued 403,780 shares of common stock in exchange for the surrender and cancellation of a portion of the warrants originally issued by the Company at closing of the Veritas Acquisition, which immediately prior to their cancellation were exercisable for an aggregate of approximately 824,602 shares of common stock at an exercise price of $27.4946 per share. Neither the Company nor the holders paid any cash consideration in the transaction. The following table reflects the outstanding warrants and activity related thereto for the six months ended June 30, 2023: Warrants Number of Warrants Weighted-average Exercise Price Outstanding at December 31, 2022 1,996,829 $ 27.49 Issued — — Anti-Dilution Adjustments for Common Stock Dividends 27,306 27.34 Exercised — — Cancelled (824,602) 27.49 Expired — — Outstanding at June 30, 2023 1,199,533 $ 26.87 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Preferred Stock Repurchase During February 2022, the Company entered into and closed three separate stock repurchase agreements pursuant to which the Company repurchased an aggregate of 71,894 shares of the Company’s 6.500% Series A Perpetual Cumulative Convertible Preferred Stock, par value $0.001 per share (“Series A Preferred Stock”), on identical financial terms from each party for an aggregate purchase price of approximately $9.5 million in cash. Of the total amount, 21,894 shares were repurchased from affiliates of TRT Holdings, Inc. for $2.9 million in cash. Two of the Company’s directors were employed by TRT Holdings, Inc., which together with its affiliates beneficially owned more than 10% of our outstanding common stock at the time of the transactions described in this paragraph. The Company’s Audit Committee is responsible for approving all transactions involving related parties. |
COMMITMENTS & CONTINGENCIES
COMMITMENTS & CONTINGENCIES | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS & CONTINGENCIES | COMMITMENTS & CONTINGENCIES Litigation The Company is engaged in various proceedings incidental to the normal course of business. Due to their nature, such legal proceedings involve inherent uncertainties, including but not limited to court rulings, negotiations between affected parties and governmental intervention. Based upon the information available to the Company and discussions with legal counsel, it is the Company’s opinion that the outcome of the various legal actions and claims that are incidental to its business will not have a material impact on the Company’s financial position, results of operations or cash flows. Such matters, however, are subject to many uncertainties, and the outcome of any matter is not predictable with assurance. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXESIncome tax expense during interim periods is based on applying an estimated annual effective income tax rate to year-to-date income, plus any significant unusual or infrequently occurring items which are recorded in the interim period. The provision for income taxes for the three and six months ended June 30, 2023 and 2022 differs from the amount that would be provided by applying the statutory U.S. federal income tax rate of 21% to pre-tax income primarily due to the recognition of a full valuation allowance during the three and six months ended June 30, 2022, and the release of our valuation allowance during the second quarter of 2023. In assessing the realizability of deferred tax assets (“DTAs”), management considers whether it is more likely than not that some portion, or all, of the Company’s DTAs will not be realized. In making such determination, the Company considers all available positive and negative evidence, including (i) its earnings history, (ii) its ability to recover net operating loss carry-forwards, (iii) the projected future income and results of operations, and (iv) its ability to use tax planning strategies. If the Company concludes that it is more likely than not that some portion, or all, of its DTAs will not be realized, the tax asset is reduced by a valuation allowance. The Company assesses the appropriateness of its valuation allowance on a quarterly basis. The Company’s current income tax expense was $39.0 million and $39.7 million for the three and six months ended June 30, 2023. The Company’s current income tax expense was $1.0 million and $1.8 million for the three and six months ended June 30, 2022. The effective tax rates for the three and six months ended June 30, 2023 were 18.9% and 7.2%, respectively. The effective tax rates for the three and six months ended June 30, 2022 were 0.4% and 3.9%, respectively. The item that had the most significant impact on the difference between the statutory U.S. federal income tax rate of 21% and the effective tax rate for the three and six months ended June 30, 2023 was the release of the valuation allowance (described below). The items that had the most significant impact on the difference between the statutory U.S. federal income tax rate of 21% and the effective tax rate for the three and six months ended June 30, 2022, was primarily the Company’s recorded valuation allowances. As of June 30, 2023, our deferred tax assets were primarily the result of a net operating loss (“NOL”), interest, and tax credit carryforwards, and derivative instruments. A full valuation allowance was recorded against our net deferred tax asset balance of $156.2 million as of December 31, 2022. For the quarter ended June 30, 2023, we released a portion of our valuation allowance on the basis of management’s reassessment of the amount of its deferred tax assets that are more likely than not to be realized. As of June 30, 2023, in part because in the current period we achieved three years of cumulative pretax income, management determined that there is sufficient positive evidence to conclude that it is more likely than not that additional deferred taxes of $30.5 million are realizable. The Company therefore reduced the valuation allowance accordingly. |
FAIR VALUE
FAIR VALUE | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE | FAIR VALUE Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The Company uses a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Financial Assets and Liabilities As required, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input requires judgment and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels. The following tables set forth by level within the fair value hierarchy the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of June 30, 2023 and December 31, 2022: Fair Value Measurements at June 30, 2023 Using (In thousands) Quoted Prices In Active Markets for Identical Assets (Liabilities) Significant Other Observable Inputs Significant Unobservable Inputs Commodity Derivatives – Current Assets $ — $ 68,674 $ — Commodity Derivatives – Noncurrent Assets — 8,857 — Commodity Derivatives – Current Liabilities — (15,144) — Commodity Derivatives – Noncurrent Liabilities — (129,398) — Total $ — $ (67,010) $ — Fair Value Measurements at December 31, 2022 Using (In thousands) Quoted Prices In Active Markets for Identical Assets (Liabilities) Significant Other Observable Inputs Significant Unobservable Inputs Commodity Derivatives – Current Assets $ — $ 34,276 $ — Commodity Derivatives – Noncurrent Assets — 12,547 — Commodity Derivatives – Current Liabilities — (58,418) — Commodity Derivatives – Noncurrent Liabilities — (225,905) — Interest Rate Derivatives – Noncurrent Assets — 1,017 — Contingent Consideration – Current Liabilities — (10,107) — Total $ — $ (246,590) $ — Subsequent to the issuance of the Company’s financial statements as of and for the period ended December 31, 2022, the Company identified an immaterial error in the presentation of the Fair Value footnote disclosure in which the line item “Contingent Consideration – Current Liabilities” was improperly presented as a positive value as opposed to a negative value. Accordingly, within the “Contingent Consideration – Current Liabilities” line included in the table above, the Company has corrected the amount in the line item and total for the table as of December 31, 2022. Management evaluated the materiality of this error from quantitative and qualitative perspectives and concluded the error was immaterial to the prior period. The error did not impact the balance sheet, statement of operations, statement of cash flows, or statement of stockholder’s equity. Commodity Derivatives. The Level 2 instruments presented in the tables above consist of commodity derivative instruments (see Note 11). The fair value of the Company’s commodity derivative instruments is determined based upon future prices, volatility and time to maturity, among other things. Counterparty statements are utilized to determine the value of the commodity derivative instruments and are reviewed and corroborated using various methodologies and significant observable inputs. The Company’s and the counterparties’ nonperformance risk is evaluated. The fair value of commodity derivative contracts is reflected in the condensed balance sheet. The current derivative asset and liability amounts represent the fair values expected to be settled in the subsequent twelve months. Interest Rate Derivatives. The Level 2 instruments presented in the tables above consist of interest rate derivative instruments (see Note 11). The fair value of the Company’s interest rate derivative instruments is determined based upon contracted notional amounts, active market-quoted interest yield curves, and time to maturity, among other things. Counterparty statements are utilized to determine the value of the interest rate derivative instruments and are reviewed and corroborated using various methodologies and significant observable inputs. The Company’s and the counterparties’ nonperformance risk is evaluated. The fair value of interest rate derivative contracts is reflected in the condensed balance sheet. The current derivative asset and liability amounts represent the fair values expected to be settled in the subsequent twelve months. Contingent Consideration. These Level 2 instruments presented in the tables above consist of contingent consideration liabilities that were potentially payable by the Company in connection with the Alpha Acquisition (see Note 3). The fair value of these liabilities was estimated using observable market data (NYMEX WTI forward price curve) and Monte Carlo simulation models. The acquisition date fair values were recorded within contingent consideration liabilities on the Company’s balance sheets. Changes in the fair value of the liability are recorded in other income (expense) in the Company’s statement of operations. Fair Value of Other Financial Instruments The carrying amounts of cash equivalents, receivables and payables approximate fair value due to the highly liquid or short-term nature of these instruments. Long-term debt is not presented at fair value in the balance sheets, as it is recorded at carrying value, net of unamortized debt issuance costs and unamortized premium (see Note 4). The fair value of the Company’s Senior Notes due 2028, Senior Notes due 2031 and Convertible Notes was $691.0 million, $491.3 million and $560.6 million, respectively, at June 30, 2023. The fair value of the Company’s Senior Notes due 2028, Senior Notes due 2031 and Convertible Notes are based on market quotes, that represent Level 2 inputs. There is no active market for the Revolving Credit Facility. The recorded value of the Revolving Credit Facility approximates its fair value because of its floating rate structure based on the SOFR spread, secured interest, and the Company’s borrowing base utilization. The fair value measurement for the Revolving Credit Facility represents Level 2 inputs. Non-Financial Assets and Liabilities The Company estimates asset retirement obligations pursuant to the provisions of ASC Topic 410, Asset Retirement and Environmental Obligations. The initial measurement of asset retirement obligations at fair value is calculated using discounted cash flow techniques and based on internal estimates of future retirement costs associated with oil and natural gas properties. Given the unobservable nature of the inputs, including plugging costs and reserve lives, the initial measurement of the asset retirement obligations liability is deemed to use Level 3 inputs. Asset retirement obligations incurred and acquired during the six months ended June 30, 2023 were approximately $2.1 million. The Company accounts for acquisitions of oil and natural gas properties under the acquisition method of accounting. Accordingly, the Company conducts assessments of net assets acquired and recognizes amounts for identifiable assets acquired and liabilities assumed at the estimated acquisition date fair values, while transaction costs associated with the acquisitions are expensed as incurred. The Company makes various assumptions in estimating the fair values of assets acquired and liabilities assumed. The most significant assumptions relate to the estimated fair value of oil and natural gas properties. The fair value of these properties is measured using a discounted cash flow model that converts future cash flows to a single discounted amount. These assumptions represent Level 3 inputs under the fair value hierarchy. See Note 3 for additional discussion of the Company’s acquisitions of oil and natural gas properties during the six months ended June 30, 2023 and discussion of the significant inputs to the valuations. Though the Company believes the methods used to estimate fair value are consistent with those used by other market participants, the use of other methods or assumptions could result in a different estimate of fair value. There were no transfers of financial assets or liabilities between Level 1, Level 2 or Level 3 inputs for the six months ended June 30, 2023. |
DERIVATIVE INSTRUMENTS AND PRIC
DERIVATIVE INSTRUMENTS AND PRICE RISK MANAGEMENT | 6 Months Ended |
Jun. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE INSTRUMENTS AND PRICE RISK MANAGEMENT | DERIVATIVE INSTRUMENTS AND PRICE RISK MANAGEMENT The Company utilizes various commodity price derivative instruments to (i) reduce the effects of volatility in price changes on the crude oil and natural gas commodities it produces and sells, (ii) reduce commodity price risk and (iii) provide a base level of cash flow in order to assure it can execute at least a portion of its capital spending. In addition, from time to time the Company utilizes interest rate swaps to mitigate exposure to changes in interest rates on the Company’s variable-rate indebtedness. All derivative instruments are recorded in the Company’s balance sheet as either assets or liabilities measured at their fair value (see Note 10). The Company has not designated any derivative instruments as hedges for accounting purposes and does not enter into such instruments for speculative trading purposes. If a derivative does not qualify as a hedge or is not designated as a hedge, the changes in the fair value are recognized in the Company’s condensed statements of operations as a gain or loss on derivative instruments. Mark-to-market gains and losses represent changes in fair values of derivatives that have not been settled. The Company’s cash flow is only impacted when the actual settlements under the derivative contracts result in making or receiving a payment to or from the counterparty. These cash settlements represent the cumulative gains and losses on the Company’s derivative instruments for the periods presented and do not include a recovery of costs that were paid to acquire or modify the derivative instruments that were settled. The Company has master netting agreements on individual derivative instruments with certain counterparties and therefore the current asset and liability are netted in the balance sheet and the non-current asset and liability are netted in the balance sheet for contracts with these counterparties. Commodity Derivative Instruments The following table presents settlements on commodity derivative instruments and unsettled gains and losses on open commodity derivative instruments for the periods presented which is recorded in the revenue section of our condensed financial statements: Three Months Ended Six Months Ended (In thousands) 2023 2022 2023 2022 Cash Received (Paid) on Settled Derivatives $ 27,265 $ (162,314) $ 40,935 $ (267,475) Non-Cash Mark-to-Market Gain (Loss) on Derivatives 30,503 54,117 170,490 (330,110) Gain (Loss) on Commodity Derivatives, Net $ 57,769 $ (108,197) $ 211,425 $ (597,585) The following table summarizes open commodity derivative positions as of June 30, 2023, for commodity derivatives that were entered into through June 30, 2023, for the settlement period presented : 2023 2024 2025 2026 Oil: WTI NYMEX - Swaps: Volume (Bbl) 3,780,589 2,544,145 215,687 157,057 Weighted-Average Price ($/Bbl) $ 76.21 $ 74.77 $ 64.92 $ 62.49 WTI NYMEX - Swaptions (1)(2) : Volume (Bbl) — 1,820,850 684,375 2,402,795 Weighted-Average Price ($/Bbl) $ — $ 67.48 $ 61.68 $ 63.65 Argus American Crude WTI Midland to WTI NYMEX - Basis Swaps: Volume (Bbl) 1,666,031 4,541,621 2,111,770 111,785 Weighted-Average Price ($/Bbl) $ 1.27 $ 1.21 $ 1.00 $ 1.00 WTI NYMEX - Call Options (1)(2) : Volume (Bbl) 188,600 3,087,210 2,667,565 3,102,500 Weighted-Average Price ($/Bbl) $ 71.55 $ 66.77 $ 71.52 $ 72.59 WTI NYMEX - Put Options: Volume (Bbl) 46,000 — — — Weighted-Average Price ($/Bbl) $ 70.00 $ — $ — $ — WTI NYMEX - Collars: Collar Put Volume (Bbl) 2,927,289 3,778,501 721,539 159,342 Collar Call Volume (Bbl) 3,701,241 5,397,589 1,039,962 175,307 Weighted-average floor price (Bbl) $ 71.55 $ 69.06 $ 67.48 $ 62.50 Weighted-average ceiling price (Bbl) $ 85.99 $ 83.71 $ 76.82 $ 70.25 Natural Gas: Henry Hub NYMEX - Swaps: Volume (MMBtu) 19,439,328 34,780,787 2,260,000 — Weighted-Average Price ($/MMBtu) $ 3.84 $ 3.52 $ 3.90 $ — Waha Inside FERC to Henry Hub - Basis Swaps: Volume (MMBtu) 4,968,000 9,882,000 9,428,000 7,300,000 Weighted-Average Differential ($/MMBtu) $ (1.00) $ (1.00) $ (0.97) $ (0.81) NE - TETCO M2 - Basis Swaps: Volume (MMBtu) 7,360,000 3,660,000 — — Weighted-Average Differential ($/MMBtu) $ (1.12) $ (1.24) $ — $ — Henry Hub NYMEX - Call Options: Volume (MMBtu) — 5,490,000 5,475,000 — Weighted-Average Price ($/MMBtu) $ — $ 3.87 $ 3.87 $ — Henry Hub NYMEX - Collars: Collar Put Volume (MMBtu) 9,640,000 5,480,000 11,535,528 9,302,367 Collar Call Volume (MMBtu) 9,640,000 5,480,000 11,535,528 9,302,367 Weighted-average floor price ($/MMBtu) $ 4.15 $ 3.33 $ 3.19 $ 3.19 Weighted-average ceiling price ($/MMBtu) $ 6.82 $ 5.34 $ 5.95 $ 5.98 ______________ (1) Swaptions are crude oil derivative contracts that give counterparties the option to extend certain derivative contracts for additional periods. Call Options are crude oil derivative contracts sold by the Company that give counterparties the option to exercise certain derivative contracts. The volumes and prices reflected as Swaptions and Call Options in this table will only be effective if the options are exercised by the applicable counterparties. (2) In 2027, NOG has 1,825,000 Bbl open call option contracts at a weighted average price of $80.00 per Bbl. Interest Rate Derivative Instruments At times, the Company uses interest rate swaps to effectively convert a portion of its variable rate indebtedness to fixed rate indebtedness. As of June 30, 2023, the Company had no interest rate swaps. The settlement of these derivative instruments is recognized as a component of interest expense in the condensed statements of operations. The mark-to-market component of these derivative instruments is recognized in gain (loss) on unsettled interest rate derivatives, net in the condensed statements of operations. Other Information Regarding Derivative Instruments The following table sets forth the amounts, on a gross basis, and classification of the Company’s outstanding derivative financial instruments at June 30, 2023 and December 31, 2022, respectively. Certain amounts may be presented on a net basis in the condensed financial statements when such amounts are with the same counterparty and subject to a master netting arrangement. (In thousands) Type of Commodity Balance Sheet Location June 30, 2023 Estimated Fair Value December 31, 2022 Estimated Fair Value Derivative Assets: Commodity Price Swap Contracts Current Assets $ 57,227 $ 30,513 Commodity Basis Swap Contracts Current Assets 2,923 5,620 Commodity Price Collar Contracts Current Assets 50,011 40,652 Commodity Price Call Option Contracts Current Assets 18,466 — Commodity Price Put Option Contracts Current Assets 126 — Interest Rate Swap Contracts Current Assets — 1,017 Commodity Price Swap Contracts Noncurrent Assets 9,532 11,490 Commodity Basis Swap Contracts Noncurrent Assets 238 547 Commodity Price Collar Contracts Noncurrent Assets 31,019 29,538 Commodity Price Call Option Contracts Noncurrent Assets 5,218 — Total Derivative Assets $ 174,761 $ 119,377 Derivative Liabilities: Commodity Price Swap Contracts Current Liabilities $ (10,621) $ (53,386) Commodity Basis Swap Contracts Current Liabilities (6,188) (4,407) Commodity Price Swaptions Contracts Current Liabilities (7,586) — Commodity Price Collar Contracts Current Liabilities (14,981) (29,218) Commodity Price Call Option Contracts Current Liabilities (35,848) (13,916) Commodity Price Put Option Contracts Current Liabilities — — Commodity Price Swap Contracts Noncurrent Liabilities (7,309) (8,343) Commodity Basis Swap Contracts Noncurrent Liabilities (7,710) (3,071) Commodity Price Collar Contracts Noncurrent Liabilities (23,641) (33,210) Commodity Price Call Option Contracts Noncurrent Liabilities (88,093) (132,794) Commodity Price Swaptions Contracts Noncurrent Liabilities (39,795) (77,515) Total Derivative Liabilities $ (241,771) $ (355,860) The use of derivative transactions involves the risk that the counterparties will be unable to meet the financial terms of such transactions. When the Company has netting arrangements with its counterparties that provide for offsetting payables against receivables from separate derivative instruments these assets and liabilities are netted in the balance sheet. The tables presented below provide reconciliation between the gross assets and liabilities and the amounts reflected in the balance sheet. The amounts presented exclude derivative settlement receivables and payables as of the balance sheet dates. Estimated Fair Value at June 30, 2023 (In thousands) Gross Amounts of Gross Amounts Offset Net Amounts of Assets (Liabilities) Presented on the Balance Sheet Offsetting of Derivative Assets: Current Assets $ 128,754 $ (60,079) $ 68,674 Non-Current Assets 46,007 (37,150) 8,857 Total Derivative Assets $ 174,761 $ (97,230) $ 77,532 Offsetting of Derivative Liabilities: Current Liabilities $ (75,223) $ 60,079 $ (15,144) Non-Current Liabilities (166,548) 37,150 (129,398) Total Derivative Liabilities $ (241,771) $ 97,230 $ (144,542) Estimated Fair Value at December 31, 2022 (In thousands) Gross Amounts of Gross Amounts Offset Net Amounts of Assets (Liabilities) Presented on the Balance Sheet Offsetting of Derivative Assets: Current Assets $ 77,802 $ (42,509) $ 35,293 Non-Current Assets 41,575 $ (29,028) 12,547 Total Derivative Assets $ 119,377 $ (71,537) $ 47,840 Offsetting of Derivative Liabilities: Current Liabilities $ (100,927) $ 42,509 $ (58,418) Non-Current Liabilities (254,933) 29,028 (225,905) Total Derivative Liabilities $ (355,860) $ 71,537 $ (284,324) All of the Company’s outstanding derivative instruments are covered by International Swap Dealers Association Master Agreements (“ISDAs”) entered into with parties that are also lenders under the Company’s Revolving Credit Facility. The Company’s obligations under the derivative instruments are secured pursuant to the Revolving Credit Facility, and no additional collateral had been posted by the Company as of June 30, 2023. The ISDAs may provide that as a result of certain circumstances, such as cross-defaults, a counterparty may require all outstanding derivative instruments under an ISDA to be settled immediately. See Note 10 for the aggregate fair value of all derivative instruments that were in a net liability position at June 30, 2023 and December 31, 2022. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Pay vs Performance Disclosure | ||||||
Net Income (Loss) | $ 167,815 | $ 340,191 | $ 251,264 | $ (206,560) | $ 508,006 | $ 44,704 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2023 shares | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | The information required by Item 408(a) of Regulation S-K is included in the table below. Action Date Trading Arrangement Total Shares to be Sold Expiration Date Rule 10b5-1* Non-Rule 10b5-1** Nicholas O’Grady (CEO) Adopt June 21, 2023 X 40,200 October 7, 2024 Adam Dirlam (President) Adopt June 20, 2023 X 19,008 August 30, 2024 Chad Allen (CFO) Adopt June 23, 2023 X 7,560 September 30, 2024 James Evans (CTO) Adopt June 23, 2023 X 7,560 September 30, 2024 * Intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. ** Not intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Nicholas O'Grady [Member] | |
Trading Arrangements, by Individual | |
Name | Nicholas O’Grady |
Title | CEO |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | June 21, 2023 |
Arrangement Duration | 474 days |
Aggregate Available | 40,200 |
Adam Dirlam [Member] | |
Trading Arrangements, by Individual | |
Name | Adam Dirlam |
Title | President |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | June 20, 2023 |
Arrangement Duration | 437 days |
Aggregate Available | 19,008 |
Chad Allen [Member] | |
Trading Arrangements, by Individual | |
Name | Chad Allen |
Title | CFO |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | June 23, 2023 |
Arrangement Duration | 465 days |
Aggregate Available | 7,560 |
James Evans [Member] | |
Trading Arrangements, by Individual | |
Name | James Evans |
Title | CTO |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | June 23, 2023 |
Arrangement Duration | 465 days |
Aggregate Available | 7,560 |
BASIS OF PRESENTATION AND SIG_2
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The financial information included herein is unaudited. The balance sheet as of December 31, 2022 has been derived from the Company’s audited financial statements for the year ended December 31, 2022. However, such information includes all adjustments (consisting of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of financial position, results of operations and cash flows for the interim periods. The results of operations for interim periods are not necessarily indicative of the results to be expected for an entire year. |
Use of Estimates | Use of Estimates The preparation of financial statements under GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to proved crude oil and natural gas reserves, which includes limited control over future development plans as a non-operator, estimates relating to certain crude oil and natural gas revenues and expenses, fair value of derivative instruments, fair value of contingent consideration, acquisition date fair values of assets acquired and liabilities assumed, impairment of crude oil and natural gas properties, asset retirement obligations and deferred income taxes. Management’s estimates and assumptions were based on historical data and consideration of future market conditions. Given the uncertainty inherent in any projection, actual results may differ from the estimates and assumptions used, and conditions may change, which could materially affect amounts reported in the unaudited condensed financial statements. |
Adopted and Recently Issued Accounting Pronouncements | Adopted and Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) that are adopted by the Company as of the specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption. |
Revenue Recognition | Revenue Recognition The Company’s revenues are primarily derived from its interests in the sale of oil and natural gas production. The Company recognizes revenue from its interests in the sales of crude oil and natural gas in the period that its performance obligations are satisfied. Performance obligations are satisfied when the customer obtains control of the product, when the Company has no further obligations to perform related to the sale, when the transaction price has been determined and when collectability is probable. The sales of oil and natural gas are made under contracts which the third-party operators of the wells have negotiated with customers, which typically include variable consideration that is based on pricing tied to local indices and volumes delivered in the current month. The Company receives payment from the sale of oil and natural gas production from one The Company does not disclose the value of unsatisfied performance obligations under its contracts with customers as it applies the practical exemption, which applies to variable consideration that is recognized as control of the product is transferred to the customer. Since each unit of product represents a separate performance obligation, future volumes are wholly unsatisfied, and disclosure of the transaction price allocated to remaining performance obligations is not required. The Company’s oil is typically sold at delivery points under contract terms that are common in our industry. The Company’s natural gas produced is delivered by the well operators to various purchasers at agreed upon delivery points under a limited number of contract types that are also common in our industry. Regardless of the contract type, the terms of these contracts compensate the well operators for the value of the oil and natural gas at specified prices, and then the well operators will remit payment to the Company for its share in the value of the oil and natural gas sold. A wellhead imbalance liability equal to the Company’s share is recorded to the extent that the Company’s well operators have sold volumes in excess of its share of remaining reserves in an underlying property. However, for the three and six months ended June 30, 2023 and 2022, the Company’s natural gas production was in balance, meaning its cumulative portion of natural gas production taken and sold from wells in which it has an interest equaled its entitled interest in natural gas production from those wells. |
Concentrations of Market, Credit Risk and Other Risks | Concentrations of Market, Credit Risk and Other Risks The future results of the Company’s crude oil and natural gas operations will be affected by the market prices of crude oil and natural gas. The availability of a ready market for crude oil and natural gas products in the future will depend on numerous factors beyond the control of the Company, including weather, imports, marketing of competitive fuels, proximity and capacity of crude oil and natural gas pipelines and other transportation facilities, any oversupply or undersupply of crude oil, natural gas and liquid products, the regulatory environment, the economic environment, and other regional and political events, none of which can be predicted with certainty. The Company faces concentration risk due to the fact that a majority of its oil and natural gas revenue is sourced from North Dakota. Acquisitions since 2021 have diversified the Company’s portfolio to include New Mexico, Pennsylvania and Texas, but the Company remains disproportionately exposed to risks affecting a limited number of geographic areas of operations. The Company manages and controls market and counterparty credit risk. In the normal course of business, collateral is not required for financial instruments with credit risk. Financial instruments which potentially subject the Company to credit risk consist principally of temporary cash balances and derivative financial instruments. The Company maintains cash and cash equivalents in bank deposit accounts which, at times, may exceed the federally insured limits. The Company has not experienced any significant losses from such investments. The Company attempts to limit the amount of credit exposure to any one financial institution or company. The Company believes the credit quality of its counterparties is generally high. In the normal course of business, letters of credit or parent guarantees may be required for counterparties which management perceives to have a higher credit risk. |
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share Basic earnings per share (“EPS”) are computed by dividing net income (loss) attributable to common stockholders (the numerator) by the weighted average number of common shares outstanding for the period (the denominator). Diluted EPS is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares and potential common shares outstanding (if dilutive) during each period. Potential common shares include shares issuable upon exercise of stock options or warrants and vesting of restricted stock awards, and shares issuable upon conversion of the Preferred Stock or Convertible Notes (see Note 4). The number of potential common shares outstanding are calculated using the treasury stock or if-converted method. In those reporting periods in which the Company has reported net income available to common stockholders, anti-dilutive shares generally are comprised of the restricted stock that has average unrecognized stock compensation expense greater than the average stock price. In those reporting periods in which the Company has a net loss, anti-dilutive shares are comprised of the impact of those number of shares that would have been dilutive had the Company had net income plus the number of common stock equivalents that would be anti-dilutive had the company had net income. |
Fair Value | Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The Company uses a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Financial Assets and Liabilities Commodity Derivatives. The Level 2 instruments presented in the tables above consist of commodity derivative instruments (see Note 11). The fair value of the Company’s commodity derivative instruments is determined based upon future prices, volatility and time to maturity, among other things. Counterparty statements are utilized to determine the value of the commodity derivative instruments and are reviewed and corroborated using various methodologies and significant observable inputs. The Company’s and the counterparties’ nonperformance risk is evaluated. The fair value of commodity derivative contracts is reflected in the condensed balance sheet. The current derivative asset and liability amounts represent the fair values expected to be settled in the subsequent twelve months. Interest Rate Derivatives. The Level 2 instruments presented in the tables above consist of interest rate derivative instruments (see Note 11). The fair value of the Company’s interest rate derivative instruments is determined based upon contracted notional amounts, active market-quoted interest yield curves, and time to maturity, among other things. Counterparty statements are utilized to determine the value of the interest rate derivative instruments and are reviewed and corroborated using various methodologies and significant observable inputs. The Company’s and the counterparties’ nonperformance risk is evaluated. The fair value of interest rate derivative contracts is reflected in the condensed balance sheet. The current derivative asset and liability amounts represent the fair values expected to be settled in the subsequent twelve months. Contingent Consideration. These Level 2 instruments presented in the tables above consist of contingent consideration liabilities that were potentially payable by the Company in connection with the Alpha Acquisition (see Note 3). The fair value of these liabilities was estimated using observable market data (NYMEX WTI forward price curve) and Monte Carlo simulation models. The acquisition date fair values were recorded within contingent consideration liabilities on the Company’s balance sheets. Changes in the fair value of the liability are recorded in other income (expense) in the Company’s statement of operations. |
Derivative Instruments and Price Risk Management | The Company utilizes various commodity price derivative instruments to (i) reduce the effects of volatility in price changes on the crude oil and natural gas commodities it produces and sells, (ii) reduce commodity price risk and (iii) provide a base level of cash flow in order to assure it can execute at least a portion of its capital spending. In addition, from time to time the Company utilizes interest rate swaps to mitigate exposure to changes in interest rates on the Company’s variable-rate indebtedness. All derivative instruments are recorded in the Company’s balance sheet as either assets or liabilities measured at their fair value (see Note 10). The Company has not designated any derivative instruments as hedges for accounting purposes and does not enter into such instruments for speculative trading purposes. If a derivative does not qualify as a hedge or is not designated as a hedge, the changes in the fair value are recognized in the Company’s condensed statements of operations as a gain or loss on derivative instruments. Mark-to-market gains and losses represent changes in fair values of derivatives that have not been settled. The Company’s cash flow is only impacted when the actual settlements under the derivative contracts result in making or receiving a payment to or from the counterparty. These cash settlements represent the cumulative gains and losses on the Company’s derivative instruments for the periods presented and do not include a recovery of costs that were paid to acquire or modify the derivative instruments that were settled. The Company has master netting agreements on individual derivative instruments with certain counterparties and therefore the current asset and liability are netted in the balance sheet and the non-current asset and liability are netted in the balance sheet for contracts with these counterparties. |
BASIS OF PRESENTATION AND SIG_3
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Disaggregation of Revenue | The following tables present the disaggregation of the Company’s oil revenues and natural gas and NGL revenues by basin for the three and six months ended June 30, 2023 and 2022. Three Months Ended Three Months Ended (In thousands) Williston Permian Appalachian Total Williston Permian Appalachian Total Oil Revenues $ 221,790 $ 132,045 $ — $ 353,834 $ 296,003 $ 107,975 $ — $ 403,978 Natural Gas and NGL Revenues 32,953 23,363 6,341 62,657 72,216 37,767 35,682 145,665 Other — 2,294 — 2,294 — — — — Total $ 254,743 $ 157,702 $ 6,341 $ 418,785 $ 368,219 $ 145,742 $ 35,682 $ 549,643 Six Months Ended Six Months Ended (In thousands) Williston Permian Appalachian Total Williston Permian Appalachian Total Oil Revenues $ 434,513 $ 274,700 $ — $ 709,213 $ 564,014 $ 188,790 $ — $ 752,804 Natural Gas and NGL Revenues 65,376 46,467 21,670 133,513 134,836 55,981 62,479 253,297 Other — 4,619 — 4,619 — — — — Total $ 499,889 $ 325,785 $ 21,670 $ 847,343 $ 698,850 $ 244,772 $ 62,479 $ 1,006,101 |
Schedule of Reconciliation of Denominators Used to Calculate Basic and Diluted EPS | The reconciliation of the denominators used to calculate basic EPS and diluted EPS for the three and six months ended June 30, 2023 and 2022 are as follows: Three Months Ended Six Months Ended (In thousands, except share and per share data) 2023 2022 2023 2022 Net Income $ 167,815 $ 251,264 $ 508,006 $ 44,704 Less: Cumulative Dividends on Preferred Stock — (2,810) — (5,826) Less: Premium on Repurchase of Preferred Stock — (10,363) $ — $ (25,320) Net Income Attributable to Common Stockholders 167,815 $ 238,091 $ 508,006 $ 13,558 Weighted Average Common Shares Outstanding: Weighted Average Common Shares Outstanding – Basic 88,800,994 77,366,704 86,869,094 77,145,851 Plus: Dilutive Effect of Restricted Stock and Warrants 307,525 9,421,761 399,497 1,649,981 Weighted Average Common Shares Outstanding – Diluted 89,108,519 86,788,465 87,268,591 78,795,832 Net Income per Common Share: Basic $ 1.89 $ 3.08 $ 5.85 $ 0.18 Diluted $ 1.88 $ 2.74 $ 5.82 $ 0.17 Shares Excluded from EPS Due to Anti-Dilutive Effect: Restricted Stock 1,324 — 1,934 — Series A Preferred Stock (if converted) — — — 8,650,671 |
Schedule of Supplemental Cash Flow Information | The following reflects the Company’s supplemental cash flow information: Six Months Ended (In thousands) 2023 2022 Supplemental Cash Items: Cash Paid During the Period for Interest, Net of Amount Capitalized $ 59,311 $ 32,997 Cash Paid During the Period for Income Taxes 891 1,652 Non-cash Investing Activities: Capital Expenditures on Oil and Natural Gas Properties Included in Accounts Payable and Accrued Liabilities 242,593 158,969 Capitalized Asset Retirement Obligations 2,367 1,954 Compensation Capitalized on Oil and Gas Properties 278 122 Issuance of Common Stock Warrants - Acquisition of Oil and Natural Gas Properties — 17,870 Non-cash Financing Activities: Issuance of Common Stock Warrants - Acquisitions of Oil and Natural Gas Properties — 17,870 Issuance of Common Stock in Exchange for Warrants 13,328 76,904 Common Stock Dividends Declared, But Not Paid 34,512 25,887 |
CRUDE OIL AND NATURAL GAS PRO_2
CRUDE OIL AND NATURAL GAS PROPERTIES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Oil and Gas Exploration and Production Industries Disclosures [Abstract] | |
Schedule of Fair Values of the Assets and Liabilities as of the Date of Acquisition | The following table reflects the fair values of the net assets and liabilities as of the closing date of the acquisition: (In thousands) Fair value of net assets: Proved oil and natural gas properties $ 320,395 Total assets acquired 320,395 Asset retirement obligations (451) Net assets acquired $ 319,944 Fair value of consideration paid for net assets: Cash consideration $ 319,944 Total fair value of consideration transferred $ 319,944 (In thousands) Fair value of net assets: Proved oil and natural gas properties $ 164,925 Unproved oil and natural gas properties 3,892 Total assets acquired 168,817 Asset retirement obligations (889) Net assets acquired $ 167,928 Fair value of consideration paid for net assets: Cash consideration $ 167,928 Total fair value of consideration transferred $ 167,928 (In thousands) Fair value of net assets: Proved oil and natural gas properties $ 383,755 Unproved oil and natural gas properties 26,262 Total assets acquired 410,017 Asset retirement obligations (1,219) Net assets acquired $ 408,798 Fair value of consideration paid for net assets: Cash consideration $ 390,928 Issuance of Common Stock Warrants (1.9 million shares at $28.30 per share) 17,870 Total fair value of consideration transferred $ 408,798 (In thousands) Fair value of net assets: Proved oil and natural gas properties $ 160,155 Total assets acquired 160,155 Asset retirement obligations (319) Net assets acquired $ 159,836 Fair value of consideration paid for net assets: Cash consideration $ 157,977 Contingent consideration 1,850 Total fair value of consideration transferred $ 159,827 (In thousands) Fair value of net assets: Proved oil and natural gas properties $ 110,258 Total assets acquired 110,258 Asset retirement obligations (187) Net assets acquired $ 110,071 Fair value of consideration paid for net assets: Cash consideration $ 110,071 Total fair value of consideration transferred $ 110,071 (In thousands) Fair value of net assets: Proved oil and natural gas properties $ 164,300 Total assets acquired 164,300 Asset retirement obligations (278) Net assets acquired $ 164,023 Fair value of consideration paid for net assets: Cash consideration $ 153,916 Contingent consideration 10,107 Total fair value of consideration transferred $ 164,023 (In thousands) Fair value of net assets: Proved oil and natural gas properties $ 131,773 Total assets acquired 131,773 Asset retirement obligations (155) Net assets acquired $ 131,618 Fair value of consideration paid for net assets: Cash consideration $ 131,618 Total fair value of consideration transferred $ 131,618 |
Schedule of Unaudited Pro Forma Information | The summarized unaudited pro forma information may not be indicative of the results that would have occurred had the Company completed the acquisitions as of January 1, 2022, or that would be attained in the future. Three Months Ended Six Months Ended Three Months Ended Six Months Ended (In thousands) June 30, 2023 June 30, 2023 June 30, 2022 June 30, 2022 Total Revenues $ 542,947 $ 1,190,095 $ 580,750 $ 751,305 Net Income (Loss) 245,710 626,337 362,201 323,742 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt Instruments | The Company’s long-term debt consists of the following: June 30, 2023 (In thousands) Principal Balance Unamortized Premium Debt Issuance Costs, Net Long-term Debt, Net Revolving Credit Facility (1) $ — $ — $ — $ — Senior Notes due 2028 705,108 9,396 (10,508) 703,997 Senior Notes due 2031 500,000 (7,046) (8,988) 483,966 Convertible Notes due 2029 500,000 — (15,412) 484,588 Total $ 1,705,108 $ 2,350 $ (34,907) $ 1,672,551 December 31, 2022 Principal Balance Unamortized Net Premium Debt Issuance Costs, Net Long-term Debt, Net Revolving Credit Facility (1) $ 319,000 $ — $ — $ 319,000 Senior Notes due 2028 724,235 10,682 (11,946) 722,972 Convertible Notes due 2029 500,000 — (16,558) 483,442 Total $ 1,543,235 $ 10,682 $ (28,504) $ 1,525,413 ________________ (1) Debt issuance costs related to the Company’s Revolving Credit Facility of $9.8 million and $10.9 million as of June 30, 2023 and December 31, 2022, are recorded in “Other Noncurrent Assets, Net” in the balance sheets. |
STOCK-BASED COMPENSATION AND _2
STOCK-BASED COMPENSATION AND WARRANTS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Outstanding RSAs and Related Activity | The following table reflects the outstanding RSAs and activity related thereto for the six months ended June 30, 2023: Service-based Awards Number of Shares Weighted-average Grant Date Fair Value Outstanding at December 31, 2022 316,333 $ 16.39 Shares granted 204,878 32.96 Shares forfeited (13,404) 19.06 Shares vested (228,126) 14.22 Outstanding at June 30, 2023 279,681 $ 25.57 |
Schedule of Warrant Activity | The following table reflects the outstanding warrants and activity related thereto for the six months ended June 30, 2023: Warrants Number of Warrants Weighted-average Exercise Price Outstanding at December 31, 2022 1,996,829 $ 27.49 Issued — — Anti-Dilution Adjustments for Common Stock Dividends 27,306 27.34 Exercised — — Cancelled (824,602) 27.49 Expired — — Outstanding at June 30, 2023 1,199,533 $ 26.87 |
FAIR VALUE (Tables)
FAIR VALUE (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Instruments Measured at Fair Value on Recurring Basis | The following tables set forth by level within the fair value hierarchy the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of June 30, 2023 and December 31, 2022: Fair Value Measurements at June 30, 2023 Using (In thousands) Quoted Prices In Active Markets for Identical Assets (Liabilities) Significant Other Observable Inputs Significant Unobservable Inputs Commodity Derivatives – Current Assets $ — $ 68,674 $ — Commodity Derivatives – Noncurrent Assets — 8,857 — Commodity Derivatives – Current Liabilities — (15,144) — Commodity Derivatives – Noncurrent Liabilities — (129,398) — Total $ — $ (67,010) $ — Fair Value Measurements at December 31, 2022 Using (In thousands) Quoted Prices In Active Markets for Identical Assets (Liabilities) Significant Other Observable Inputs Significant Unobservable Inputs Commodity Derivatives – Current Assets $ — $ 34,276 $ — Commodity Derivatives – Noncurrent Assets — 12,547 — Commodity Derivatives – Current Liabilities — (58,418) — Commodity Derivatives – Noncurrent Liabilities — (225,905) — Interest Rate Derivatives – Noncurrent Assets — 1,017 — Contingent Consideration – Current Liabilities — (10,107) — Total $ — $ (246,590) $ — |
DERIVATIVE INSTRUMENTS AND PR_2
DERIVATIVE INSTRUMENTS AND PRICE RISK MANAGEMENT (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Non-cash Gains or Losses on Derivative Contracts | The following table presents settlements on commodity derivative instruments and unsettled gains and losses on open commodity derivative instruments for the periods presented which is recorded in the revenue section of our condensed financial statements: Three Months Ended Six Months Ended (In thousands) 2023 2022 2023 2022 Cash Received (Paid) on Settled Derivatives $ 27,265 $ (162,314) $ 40,935 $ (267,475) Non-Cash Mark-to-Market Gain (Loss) on Derivatives 30,503 54,117 170,490 (330,110) Gain (Loss) on Commodity Derivatives, Net $ 57,769 $ (108,197) $ 211,425 $ (597,585) |
Schedule of Open Commodity Derivative Positions | The following table summarizes open commodity derivative positions as of June 30, 2023, for commodity derivatives that were entered into through June 30, 2023, for the settlement period presented : 2023 2024 2025 2026 Oil: WTI NYMEX - Swaps: Volume (Bbl) 3,780,589 2,544,145 215,687 157,057 Weighted-Average Price ($/Bbl) $ 76.21 $ 74.77 $ 64.92 $ 62.49 WTI NYMEX - Swaptions (1)(2) : Volume (Bbl) — 1,820,850 684,375 2,402,795 Weighted-Average Price ($/Bbl) $ — $ 67.48 $ 61.68 $ 63.65 Argus American Crude WTI Midland to WTI NYMEX - Basis Swaps: Volume (Bbl) 1,666,031 4,541,621 2,111,770 111,785 Weighted-Average Price ($/Bbl) $ 1.27 $ 1.21 $ 1.00 $ 1.00 WTI NYMEX - Call Options (1)(2) : Volume (Bbl) 188,600 3,087,210 2,667,565 3,102,500 Weighted-Average Price ($/Bbl) $ 71.55 $ 66.77 $ 71.52 $ 72.59 WTI NYMEX - Put Options: Volume (Bbl) 46,000 — — — Weighted-Average Price ($/Bbl) $ 70.00 $ — $ — $ — WTI NYMEX - Collars: Collar Put Volume (Bbl) 2,927,289 3,778,501 721,539 159,342 Collar Call Volume (Bbl) 3,701,241 5,397,589 1,039,962 175,307 Weighted-average floor price (Bbl) $ 71.55 $ 69.06 $ 67.48 $ 62.50 Weighted-average ceiling price (Bbl) $ 85.99 $ 83.71 $ 76.82 $ 70.25 Natural Gas: Henry Hub NYMEX - Swaps: Volume (MMBtu) 19,439,328 34,780,787 2,260,000 — Weighted-Average Price ($/MMBtu) $ 3.84 $ 3.52 $ 3.90 $ — Waha Inside FERC to Henry Hub - Basis Swaps: Volume (MMBtu) 4,968,000 9,882,000 9,428,000 7,300,000 Weighted-Average Differential ($/MMBtu) $ (1.00) $ (1.00) $ (0.97) $ (0.81) NE - TETCO M2 - Basis Swaps: Volume (MMBtu) 7,360,000 3,660,000 — — Weighted-Average Differential ($/MMBtu) $ (1.12) $ (1.24) $ — $ — Henry Hub NYMEX - Call Options: Volume (MMBtu) — 5,490,000 5,475,000 — Weighted-Average Price ($/MMBtu) $ — $ 3.87 $ 3.87 $ — Henry Hub NYMEX - Collars: Collar Put Volume (MMBtu) 9,640,000 5,480,000 11,535,528 9,302,367 Collar Call Volume (MMBtu) 9,640,000 5,480,000 11,535,528 9,302,367 Weighted-average floor price ($/MMBtu) $ 4.15 $ 3.33 $ 3.19 $ 3.19 Weighted-average ceiling price ($/MMBtu) $ 6.82 $ 5.34 $ 5.95 $ 5.98 ______________ (1) Swaptions are crude oil derivative contracts that give counterparties the option to extend certain derivative contracts for additional periods. Call Options are crude oil derivative contracts sold by the Company that give counterparties the option to exercise certain derivative contracts. The volumes and prices reflected as Swaptions and Call Options in this table will only be effective if the options are exercised by the applicable counterparties. (2) In 2027, NOG has 1,825,000 Bbl open call option contracts at a weighted average price of $80.00 per Bbl. |
Schedule of Classification of Outstanding Financial Instruments | The following table sets forth the amounts, on a gross basis, and classification of the Company’s outstanding derivative financial instruments at June 30, 2023 and December 31, 2022, respectively. Certain amounts may be presented on a net basis in the condensed financial statements when such amounts are with the same counterparty and subject to a master netting arrangement. (In thousands) Type of Commodity Balance Sheet Location June 30, 2023 Estimated Fair Value December 31, 2022 Estimated Fair Value Derivative Assets: Commodity Price Swap Contracts Current Assets $ 57,227 $ 30,513 Commodity Basis Swap Contracts Current Assets 2,923 5,620 Commodity Price Collar Contracts Current Assets 50,011 40,652 Commodity Price Call Option Contracts Current Assets 18,466 — Commodity Price Put Option Contracts Current Assets 126 — Interest Rate Swap Contracts Current Assets — 1,017 Commodity Price Swap Contracts Noncurrent Assets 9,532 11,490 Commodity Basis Swap Contracts Noncurrent Assets 238 547 Commodity Price Collar Contracts Noncurrent Assets 31,019 29,538 Commodity Price Call Option Contracts Noncurrent Assets 5,218 — Total Derivative Assets $ 174,761 $ 119,377 Derivative Liabilities: Commodity Price Swap Contracts Current Liabilities $ (10,621) $ (53,386) Commodity Basis Swap Contracts Current Liabilities (6,188) (4,407) Commodity Price Swaptions Contracts Current Liabilities (7,586) — Commodity Price Collar Contracts Current Liabilities (14,981) (29,218) Commodity Price Call Option Contracts Current Liabilities (35,848) (13,916) Commodity Price Put Option Contracts Current Liabilities — — Commodity Price Swap Contracts Noncurrent Liabilities (7,309) (8,343) Commodity Basis Swap Contracts Noncurrent Liabilities (7,710) (3,071) Commodity Price Collar Contracts Noncurrent Liabilities (23,641) (33,210) Commodity Price Call Option Contracts Noncurrent Liabilities (88,093) (132,794) Commodity Price Swaptions Contracts Noncurrent Liabilities (39,795) (77,515) Total Derivative Liabilities $ (241,771) $ (355,860) Estimated Fair Value at June 30, 2023 (In thousands) Gross Amounts of Gross Amounts Offset Net Amounts of Assets (Liabilities) Presented on the Balance Sheet Offsetting of Derivative Assets: Current Assets $ 128,754 $ (60,079) $ 68,674 Non-Current Assets 46,007 (37,150) 8,857 Total Derivative Assets $ 174,761 $ (97,230) $ 77,532 Offsetting of Derivative Liabilities: Current Liabilities $ (75,223) $ 60,079 $ (15,144) Non-Current Liabilities (166,548) 37,150 (129,398) Total Derivative Liabilities $ (241,771) $ 97,230 $ (144,542) Estimated Fair Value at December 31, 2022 (In thousands) Gross Amounts of Gross Amounts Offset Net Amounts of Assets (Liabilities) Presented on the Balance Sheet Offsetting of Derivative Assets: Current Assets $ 77,802 $ (42,509) $ 35,293 Non-Current Assets 41,575 $ (29,028) 12,547 Total Derivative Assets $ 119,377 $ (71,537) $ 47,840 Offsetting of Derivative Liabilities: Current Liabilities $ (100,927) $ 42,509 $ (58,418) Non-Current Liabilities (254,933) 29,028 (225,905) Total Derivative Liabilities $ (355,860) $ 71,537 $ (284,324) |
BASIS OF PRESENTATION AND SIG_4
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 revenueSource geographicArea | Jun. 30, 2022 | Jun. 30, 2023 revenueSource geographicArea | Jun. 30, 2022 | |
Accounting Policies [Line Items] | ||||
Number of revenue sources | revenueSource | 2 | 2 | ||
Number of geographic areas in which entity operates | geographicArea | 3 | 3 | ||
Minimum | ||||
Accounting Policies [Line Items] | ||||
Payment period | 1 month | |||
Maximum | ||||
Accounting Policies [Line Items] | ||||
Payment period | 3 months | |||
Revenue Benchmark | Operator Concentration Risk | Oil and Gas Sales | Top Four Operators | ||||
Accounting Policies [Line Items] | ||||
Concentration risk percentage | 41% | 40% | 41% | 42% |
BASIS OF PRESENTATION AND SIG_5
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 1,006,101 | |||
Oil Revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 353,834 | $ 403,978 | $ 709,213 | 752,804 |
Natural Gas and NGL Revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 62,657 | 145,665 | 133,513 | 253,297 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 2,294 | 0 | 4,619 | 0 |
Oil and Gas Sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 418,785 | 549,643 | 847,343 | 1,006,101 |
Williston | Oil Revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 221,790 | 296,003 | 434,513 | 564,014 |
Williston | Natural Gas and NGL Revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 32,953 | 72,216 | 65,376 | 134,836 |
Williston | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Williston | Oil and Gas Sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 254,743 | 368,219 | 499,889 | 698,850 |
Permian | Oil Revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 132,045 | 107,975 | 274,700 | 188,790 |
Permian | Natural Gas and NGL Revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 23,363 | 37,767 | 46,467 | 55,981 |
Permian | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 2,294 | 0 | 4,619 | 0 |
Permian | Oil and Gas Sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 157,702 | 145,742 | 325,785 | 244,772 |
Appalachian | Oil Revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Appalachian | Natural Gas and NGL Revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 6,341 | 35,682 | 21,670 | 62,479 |
Appalachian | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Appalachian | Oil and Gas Sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 6,341 | $ 35,682 | $ 21,670 | $ 62,479 |
BASIS OF PRESENTATION AND SIG_6
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Denominators Used to Calculate Basic and Diluted EPS (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Net Income | $ 167,815 | $ 340,191 | $ 251,264 | $ (206,560) | $ 508,006 | $ 44,704 |
Less: Cumulative Dividends on Preferred Stock | 0 | (2,810) | 0 | (5,826) | ||
Less: Premium on Repurchase of Preferred Stock | 0 | (10,363) | 0 | (25,320) | ||
Net Income Attributable to Common Stockholders | $ 167,815 | $ 238,091 | $ 508,006 | $ 13,558 | ||
Weighted Average Common Shares Outstanding: | ||||||
Weighted Average Common Shares Outstanding – Basic (in shares) | 88,800,994 | 77,366,704 | 86,869,094 | 77,145,851 | ||
Plus: Dilutive Effect of Stock Options, Warrants, Preferred Shares and Convertible Notes (in shares) | 307,525 | 9,421,761 | 399,497 | 1,649,981 | ||
Weighted Average Common Shares Outstanding – Diluted (in shares) | 89,108,519 | 86,788,465 | 87,268,591 | 78,795,832 | ||
Net Income per Common Share: | ||||||
Basic (in dollars per share) | $ 1.89 | $ 3.08 | $ 5.85 | $ 0.18 | ||
Diluted (in dollars per share) | $ 1.88 | $ 2.74 | $ 5.82 | $ 0.17 | ||
Restricted Stock | ||||||
Net Income per Common Share: | ||||||
Shares Excluded from EPS Due to Anti-Dilutive Effect (in shares) | 1,324 | 0 | 1,934 | 0 | ||
Series A Preferred Stock (if converted) | ||||||
Net Income per Common Share: | ||||||
Shares Excluded from EPS Due to Anti-Dilutive Effect (in shares) | 0 | 0 | 0 | 8,650,671 |
BASIS OF PRESENTATION AND SIG_7
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Supplemental Cash Items: | ||
Cash Paid During the Period for Interest, Net of Amount Capitalized | $ 59,311 | $ 32,997 |
Cash Paid During the Period for Income Taxes | 891 | 1,652 |
Non-cash Investing Activities: | ||
Capital Expenditures on Oil and Natural Gas Properties Included in Accounts Payable and Accrued Liabilities | 242,593 | 158,969 |
Capitalized Asset Retirement Obligations | 2,367 | 1,954 |
Compensation Capitalized on Oil and Gas Properties | 278 | 122 |
Issuance of Common Stock Warrants - Acquisition of Oil and Natural Gas Properties | 0 | 17,870 |
Non-cash Financing Activities: | ||
Issuance of Common Stock Warrants - Acquisitions of Oil and Natural Gas Properties | 0 | 17,870 |
Issuance of Common Stock in Exchange for Warrants | 13,328 | 76,904 |
Common Stock Dividends Declared, But Not Paid | $ 34,512 | $ 25,887 |
CRUDE OIL AND NATURAL GAS PRO_3
CRUDE OIL AND NATURAL GAS PROPERTIES - Narrative (Details) | 1 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||||||||||||
Jun. 30, 2023 USD ($) $ / shares | Jan. 05, 2023 USD ($) unit Rate | Dec. 16, 2022 USD ($) | Dec. 01, 2022 USD ($) $ / bbl | Oct. 03, 2022 USD ($) | Aug. 15, 2022 USD ($) | Jan. 27, 2022 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2022 USD ($) $ / shares | Oct. 31, 2022 USD ($) | Jun. 30, 2023 USD ($) $ / shares | Dec. 31, 2022 USD ($) $ / shares | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares | Jun. 30, 2023 USD ($) $ / shares | Jun. 30, 2023 USD ($) $ / shares | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2022 USD ($) $ / shares | |
Asset Acquisition [Line Items] | |||||||||||||||||||
Impairment of oil and gas properties | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||||||||
Consideration transferred | $ 36,100,000 | ||||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||
Anticipated future period over which excluded costs will become subject to depletion | 5 years | ||||||||||||||||||
Leases expired | $ 2,000,000 | $ 600,000 | $ 2,600,000 | $ 1,900,000 | |||||||||||||||
Forge Energy II Delaware, LLC | Vital Energy, Inc. | |||||||||||||||||||
Asset Acquisition [Line Items] | |||||||||||||||||||
Ownership percentage of the parent company | 70% | 70% | 70% | 70% | |||||||||||||||
MPDC | |||||||||||||||||||
Asset Acquisition [Line Items] | |||||||||||||||||||
Interests acquired | Rate | 39.958% | ||||||||||||||||||
Business acquisition, number of units acquired | unit | 4 | ||||||||||||||||||
Total estimated consideration | $ 319,944,000 | ||||||||||||||||||
Post closing adjustment to consideration transferred | $ (11,300,000) | ||||||||||||||||||
Revenue of acquiree since acquisition date | 55,000,000 | ||||||||||||||||||
Income from of acquiree since acquisition date | $ 35,700,000 | ||||||||||||||||||
Transaction costs | $ 3,500,000 | ||||||||||||||||||
Forge Acquisition | |||||||||||||||||||
Asset Acquisition [Line Items] | |||||||||||||||||||
Interests acquired | 30% | 30% | 30% | 30% | |||||||||||||||
Total estimated consideration | $ 167,928,000 | ||||||||||||||||||
Transaction costs | $ 2,300,000 | $ 2,300,000 | $ 2,300,000 | $ 2,300,000 | |||||||||||||||
Veritas | |||||||||||||||||||
Asset Acquisition [Line Items] | |||||||||||||||||||
Total estimated consideration | $ 408,798,000 | ||||||||||||||||||
Post closing adjustment to consideration transferred | (3,000,000) | ||||||||||||||||||
Revenue of acquiree since acquisition date | $ 244,100,000 | ||||||||||||||||||
Income from of acquiree since acquisition date | $ 168,000,000 | ||||||||||||||||||
Transaction costs | 7,300,000 | ||||||||||||||||||
Cash consideration | $ 390,900,000 | ||||||||||||||||||
Business acquisition, equity interest issued or issuable, number of shares (in shares) | shares | 1,939,998 | ||||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | ||||||||||||||||||
Business acquisition, share price (in dollars per share) | $ / shares | $ 28.30 | ||||||||||||||||||
Issuance of common stock warrants | $ 17,870,000 | ||||||||||||||||||
Incline | |||||||||||||||||||
Asset Acquisition [Line Items] | |||||||||||||||||||
Total estimated consideration | $ 159,827,000 | ||||||||||||||||||
Post closing adjustment to consideration transferred | (6,600,000) | ||||||||||||||||||
Revenue of acquiree since acquisition date | $ 25,300,000 | ||||||||||||||||||
Income from of acquiree since acquisition date | $ 17,000,000 | ||||||||||||||||||
Transaction costs | 1,100,000 | ||||||||||||||||||
Cash consideration | 158,000,000 | ||||||||||||||||||
Contingent consideration | 1,800,000 | ||||||||||||||||||
Additional contingent consideration | 5,000,000 | ||||||||||||||||||
Contingent consideration | $ 1,850,000 | ||||||||||||||||||
Laredo | |||||||||||||||||||
Asset Acquisition [Line Items] | |||||||||||||||||||
Total estimated consideration | $ 110,071,000 | ||||||||||||||||||
Post closing adjustment to consideration transferred | $ (3,200,000) | ||||||||||||||||||
Revenue of acquiree since acquisition date | 9,400,000 | ||||||||||||||||||
Income from of acquiree since acquisition date | $ 6,800,000 | ||||||||||||||||||
Transaction costs | 800,000 | ||||||||||||||||||
Cash consideration | $ 110,100,000 | ||||||||||||||||||
Alpha | |||||||||||||||||||
Asset Acquisition [Line Items] | |||||||||||||||||||
Total estimated consideration | $ 164,023,000 | ||||||||||||||||||
Post closing adjustment to consideration transferred | 300,000 | ||||||||||||||||||
Revenue of acquiree since acquisition date | $ 2,600,000 | ||||||||||||||||||
Income from of acquiree since acquisition date | $ 1,500,000 | ||||||||||||||||||
Cash consideration | 153,900,000 | ||||||||||||||||||
Contingent consideration | 10,107,000 | ||||||||||||||||||
Gain on change in contingent consideration | 3,900,000 | 10,100,000 | |||||||||||||||||
Alpha | Minimum | |||||||||||||||||||
Asset Acquisition [Line Items] | |||||||||||||||||||
Additional contingent consideration | $ 0 | ||||||||||||||||||
Business combination, consideration transferred, additional contingent consideration, performance measure, average oil price | $ / bbl | 75 | ||||||||||||||||||
Alpha | Maximum | |||||||||||||||||||
Asset Acquisition [Line Items] | |||||||||||||||||||
Additional contingent consideration | $ 22,500,000 | ||||||||||||||||||
Business combination, consideration transferred, additional contingent consideration, performance measure, average oil price | $ / bbl | 87.85 | ||||||||||||||||||
Delaware Acquisition | |||||||||||||||||||
Asset Acquisition [Line Items] | |||||||||||||||||||
Total estimated consideration | $ 131,618,000 | ||||||||||||||||||
Post closing adjustment to consideration transferred | 100,000 | ||||||||||||||||||
Revenue of acquiree since acquisition date | $ 1,200,000 | ||||||||||||||||||
Income from of acquiree since acquisition date | $ 700,000 | ||||||||||||||||||
Transaction costs | $ 1,300,000 | ||||||||||||||||||
Cash consideration | $ 131,600,000 | ||||||||||||||||||
Independent Transactions | |||||||||||||||||||
Asset Acquisition [Line Items] | |||||||||||||||||||
Consideration transferred | $ 45,400,000 | $ 58,400,000 | $ 100,000,000 |
CRUDE OIL AND NATURAL GAS PRO_4
CRUDE OIL AND NATURAL GAS PROPERTIES - Fair Values of the Net Assets and Liabilities as off the Date of Acquisition (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Jan. 05, 2023 | Dec. 16, 2022 | Dec. 01, 2022 | Oct. 03, 2022 | Aug. 15, 2022 | Jan. 27, 2022 | Dec. 31, 2022 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | ||||||||
Proved oil and natural gas properties | $ 7,422,732 | $ 6,492,683 | ||||||
Unproved oil and natural gas properties | 44,977 | $ 41,565 | ||||||
MPDC | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | ||||||||
Proved oil and natural gas properties | $ 320,395 | |||||||
Total assets acquired | 320,395 | |||||||
Asset retirement obligations | (451) | |||||||
Net assets acquired | 319,944 | |||||||
Asset Acquisition, Consideration Transferred [Abstract] | ||||||||
Cash consideration | 319,944 | |||||||
Total fair value of consideration transferred | $ 319,944 | |||||||
Forge Acquisition | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | ||||||||
Proved oil and natural gas properties | 164,925 | |||||||
Unproved oil and natural gas properties | 3,892 | |||||||
Total assets acquired | 168,817 | |||||||
Asset retirement obligations | (889) | |||||||
Net assets acquired | 167,928 | |||||||
Asset Acquisition, Consideration Transferred [Abstract] | ||||||||
Cash consideration | 167,928 | |||||||
Total fair value of consideration transferred | $ 167,928 | |||||||
Veritas | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | ||||||||
Proved oil and natural gas properties | $ 383,755 | |||||||
Unproved oil and natural gas properties | 26,262 | |||||||
Total assets acquired | 410,017 | |||||||
Asset retirement obligations | (1,219) | |||||||
Net assets acquired | 408,798 | |||||||
Asset Acquisition, Consideration Transferred [Abstract] | ||||||||
Cash consideration | 390,928 | |||||||
Issuance of common stock warrants | 17,870 | |||||||
Total fair value of consideration transferred | $ 408,798 | |||||||
Incline | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | ||||||||
Proved oil and natural gas properties | $ 160,155 | |||||||
Total assets acquired | 160,155 | |||||||
Asset retirement obligations | (319) | |||||||
Net assets acquired | 159,836 | |||||||
Asset Acquisition, Consideration Transferred [Abstract] | ||||||||
Cash consideration | 157,977 | |||||||
Contingent consideration | 1,800 | |||||||
Contingent consideration | 1,850 | |||||||
Total fair value of consideration transferred | $ 159,827 | |||||||
Laredo | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | ||||||||
Proved oil and natural gas properties | $ 110,258 | |||||||
Total assets acquired | 110,258 | |||||||
Asset retirement obligations | (187) | |||||||
Net assets acquired | 110,071 | |||||||
Asset Acquisition, Consideration Transferred [Abstract] | ||||||||
Cash consideration | 110,071 | |||||||
Total fair value of consideration transferred | $ 110,071 | |||||||
Alpha | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | ||||||||
Proved oil and natural gas properties | $ 164,300 | |||||||
Total assets acquired | 164,300 | |||||||
Asset retirement obligations | (278) | |||||||
Net assets acquired | 164,023 | |||||||
Asset Acquisition, Consideration Transferred [Abstract] | ||||||||
Cash consideration | 153,916 | |||||||
Contingent consideration | 10,107 | |||||||
Total fair value of consideration transferred | $ 164,023 | |||||||
Delaware Acquisition | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | ||||||||
Proved oil and natural gas properties | $ 131,773 | |||||||
Total assets acquired | 131,773 | |||||||
Asset retirement obligations | (155) | |||||||
Net assets acquired | 131,618 | |||||||
Asset Acquisition, Consideration Transferred [Abstract] | ||||||||
Cash consideration | 131,618 | |||||||
Total fair value of consideration transferred | $ 131,618 |
CRUDE OIL AND NATURAL GAS PRO_5
CRUDE OIL AND NATURAL GAS PROPERTIES - Summary of Unaudited Pro Forma Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Extractive Industries [Abstract] | ||||
Total Revenues | $ 542,947 | $ 580,750 | $ 1,190,095 | $ 751,305 |
Net Income (Loss) | $ 245,710 | $ 362,201 | $ 626,337 | $ 323,742 |
LONG-TERM DEBT - Schedule of Lo
LONG-TERM DEBT - Schedule of Long-term Debt Instruments (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Principal Balance | $ 1,705,108 | $ 1,543,235 |
Unamortized Premium | 2,350 | 10,682 |
Debt Issuance Costs, Net | (34,907) | (28,504) |
Long-term Debt, Net | 1,672,551 | 1,525,413 |
Senior Notes due 2028 | Unsecured Debt | ||
Debt Instrument [Line Items] | ||
Principal Balance | 705,108 | 724,235 |
Unamortized Premium | 9,396 | 10,682 |
Debt Issuance Costs, Net | (10,508) | (11,946) |
Long-term Debt, Net | 703,997 | 722,972 |
Senior Notes due 2031 | Unsecured Debt | ||
Debt Instrument [Line Items] | ||
Principal Balance | 500,000 | |
Unamortized Premium | (7,046) | |
Debt Issuance Costs, Net | (8,988) | |
Long-term Debt, Net | 483,966 | |
Convertible Notes due 2029 | ||
Debt Instrument [Line Items] | ||
Principal Balance | 500,000 | 500,000 |
Unamortized Premium | 0 | 0 |
Debt Issuance Costs, Net | (15,412) | (16,558) |
Long-term Debt, Net | 484,588 | 483,442 |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Principal Balance | 0 | 319,000 |
Unamortized Premium | 0 | 0 |
Debt Issuance Costs, Net | 0 | 0 |
Long-term Debt, Net | 0 | 319,000 |
Revolving Credit Facility | Other Noncurrent Assets, Net | ||
Debt Instrument [Line Items] | ||
Debt Issuance Costs, Net | $ (9,800) | $ (10,900) |
LONG-TERM DEBT - Narrative (Det
LONG-TERM DEBT - Narrative (Details) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Jun. 15, 2026 USD ($) | May 15, 2023 USD ($) | Oct. 14, 2022 USD ($) day $ / shares | Oct. 11, 2022 $ / shares | Jun. 07, 2022 | Feb. 18, 2021 USD ($) | Oct. 31, 2022 USD ($) | Jun. 30, 2023 USD ($) $ / shares | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Nov. 15, 2021 USD ($) | |
Debt Instrument [Line Items] | |||||||||||
Consideration transferred | $ 36,100,000 | ||||||||||
Premium over share price | 75% | ||||||||||
Common Stock | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Initial conversion price per common shares (in dollars per share) | $ / shares | $ 38.01 | $ 37.87 | |||||||||
Interest Rate Cap | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Company's closing stock price on grant date (dollars per share) | $ / shares | $ 52.17 | $ 51.98 | |||||||||
Interest Rate Cap | Common Stock | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 29.81 | ||||||||||
Redemption Period 2 | Forecast | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Default period | 30 days | ||||||||||
Unsecured Debt | Redemption Period 2 | Forecast | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Acceleration threshold amount | $ 35,000,000 | ||||||||||
Senior Notes due 2028 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Repayments of senior unsecured debt | $ 18,436,000 | $ 13,375,000 | |||||||||
Senior Notes due 2028 | Unsecured Debt | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Aggregate principal amount | $ 550,000,000 | $ 200,000,000 | |||||||||
Interest rate | 8.125% | ||||||||||
Aggregate principal amount of debt repurchased and retired | 19,100,000 | $ 25,800,000 | |||||||||
Repayments of senior unsecured debt | $ 18,400,000 | $ 24,900,000 | |||||||||
Default period | 30 days | ||||||||||
Acceleration threshold amount | $ 35,000,000 | ||||||||||
Judgment discharge or stay period | 60 days | ||||||||||
Senior Notes due 2028 | Unsecured Debt | Redemption Period 1 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Redemption price, percentage of principal amount repurchased | 100% | ||||||||||
Senior Notes due 2028 | Unsecured Debt | Redemption Period 2 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Redemption price percentage | 104.063% | ||||||||||
Senior Notes due 2028 | Unsecured Debt | Redemption Period 3 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Redemption price percentage | 102.031% | ||||||||||
Senior Notes due 2028 | Unsecured Debt | Redemption Period 4 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Redemption price percentage | 100% | ||||||||||
Senior Notes due 2028 | Unsecured Debt | Redemption Period 5 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Redemption price percentage | 101% | ||||||||||
Convertible Notes due 2029 | Unsecured Debt | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Aggregate principal amount | $ 500,000,000 | ||||||||||
Interest rate | 3.625% | ||||||||||
Debt instrument, convertible, conversion ratio | 0.0263104 | 0.0263464 | |||||||||
Convertible Notes due 2029 | Convertible Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Judgment discharge or stay period | 60 days | ||||||||||
Debt instrument, convertible, threshold trading days | day | 40 | ||||||||||
Conversion price percentage | 130% | ||||||||||
Cure period | 30 days | ||||||||||
Borrowed money | $ 50,000,000 | ||||||||||
Payment | 50,000,000 | ||||||||||
Percent of aggregate principal amount | 25% | ||||||||||
Special interest rate, period one | 365 days | ||||||||||
Special interest rate for the first period | 0.25% | ||||||||||
Special interest rate, period two | 180 days | ||||||||||
Special interest rate for the second period | 0.50% | ||||||||||
Convertible Notes due 2029 | Convertible Notes | Redemption Period 1 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, convertible, threshold trading days | day | 20 | ||||||||||
Consecutive trading days | day | 30 | ||||||||||
Senior Notes due 2031 | Unsecured Debt | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Aggregate principal amount | $ 500,000,000 | ||||||||||
Interest rate | 8.75% | ||||||||||
Senior Notes due 2031 | Unsecured Debt | Forecast | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Redemption price percentage | 100% | ||||||||||
Debt redemption price percent of principal amount | 102.188% | ||||||||||
Senior Notes due 2031 | Unsecured Debt | Redemption Period 1 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate | 8.75% | ||||||||||
Percent of aggregate principal amount | 35% | ||||||||||
Debt instrument redemption notice term | 10 days | ||||||||||
Debt redemption price percent of principal amount | 108.75% | ||||||||||
Debt redemption least price percent of principal amount | 65% | ||||||||||
Senior Notes due 2031 | Unsecured Debt | Redemption Period 1 | Forecast | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Redemption price percentage | 100% | ||||||||||
Special interest rate, period two | 180 days | ||||||||||
Senior Notes due 2031 | Unsecured Debt | Redemption Period 2 | Forecast | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Redemption price percentage | 101% | ||||||||||
Debt instrument redemption notice term | 60 days | ||||||||||
Debt redemption price percent of principal amount | 104.375% | ||||||||||
Revolving Credit Facility | Third Amended and Restated Credit Agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Borrowing base | $ 1,600,000,000 | ||||||||||
Elected commitment amount | $ 1,000,000,000 | ||||||||||
Maximum debt to EBITDAX ratio under debt covenant | 3.50 | ||||||||||
Minimum current ratio under debt covenant | 1 | ||||||||||
Minimum percent of the fair value of reserves secured by mortgages | 90% | ||||||||||
Revolving Credit Facility | Third Amended and Restated Credit Agreement | Base Rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Borrowing base percentage | 5% | ||||||||||
Revolving Credit Facility | Third Amended and Restated Credit Agreement | Base Rate | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 1.25% | ||||||||||
Revolving Credit Facility | Third Amended and Restated Credit Agreement | Base Rate | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 2.25% | ||||||||||
Revolving Credit Facility | Third Amended and Restated Credit Agreement | Federal Funds Effective Rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 0.50% | ||||||||||
Revolving Credit Facility | Third Amended and Restated Credit Agreement | SOFR | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 1% | ||||||||||
Revolving Credit Facility | Third Amended and Restated Credit Agreement | SOFR | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 2.25% | ||||||||||
Revolving Credit Facility | Third Amended and Restated Credit Agreement | SOFR | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 3.25% | ||||||||||
Term Loan | Third Amended and Restated Credit Agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity of term loans | $ 500,000,000 |
COMMON AND PREFERRED STOCK (Det
COMMON AND PREFERRED STOCK (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||
May 18, 2023 | May 31, 2023 | Mar. 31, 2023 | Feb. 28, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | May 31, 2022 | Jan. 28, 2022 | Jan. 27, 2022 | |
Class of Stock [Line Items] | |||||||||||
Common stock, shares authorized (in shares) | 135,000,000 | 135,000,000 | |||||||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||||||||
Common stock, shares outstanding (in shares) | 93,022,758 | 85,165,807 | |||||||||
Common stock, shares issued (in shares) | 93,022,758 | ||||||||||
Restricted Stock Forfeitures | $ 54,000 | ||||||||||
Common stock, dividends declared (in dollars per share) | $ 0.37 | $ 0.34 | |||||||||
Stock repurchase program, amount approved (up to) | $ 150,000,000 | ||||||||||
Treasury stock, repurchased during period (in shares) | 287,751 | 447,051 | |||||||||
Treasury stock, value, acquired, cost method | $ (8,000,000) | $ (12,800,000) | |||||||||
Veritas | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock, par value (in dollars per share) | $ 0.001 | ||||||||||
Issuance of Shares, Net of Issuance Costs (in shares) | 403,780 | ||||||||||
Number of securities called by warrants (in shares) | 824,602 | ||||||||||
Exercise price of warrants (in dollars per share) | $ 27.4946 | $ 27.4946 | $ 26.87 | $ 27.49 | $ 27.4946 | ||||||
Series A Preferred Stock (if converted) | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred stock, shares authorized (in shares) | 5,000,000 | ||||||||||
Preferred stock, par value (in dollars per share) | $ 0.001 | ||||||||||
Preferred stock, shares outstanding (in shares) | 0 | ||||||||||
Preferred stock, shares issued (in shares) | 0 | ||||||||||
Common Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock surrendered by certain employees to cover tax obligations (in shares) | 98,052 | ||||||||||
Restricted Stock Forfeitures | $ 2,600,000 | ||||||||||
Common Stock | IPO | |||||||||||
Class of Stock [Line Items] | |||||||||||
Purchase price | $ 224,700,000 | ||||||||||
Number of shares issued in transaction (in shares) | 7,647,500 | ||||||||||
Sale of stock, price per share (in dollars per share) | $ 29.40 |
STOCK-BASED COMPENSATION AND _3
STOCK-BASED COMPENSATION AND WARRANTS - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||
Jan. 27, 2022 USD ($) $ / shares shares | Mar. 31, 2023 $ / shares shares | Jan. 31, 2023 shares | Apr. 30, 2022 day | Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) | Dec. 31, 2022 $ / shares | Jan. 28, 2022 $ / shares shares | |
Veritas | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Business acquisition, equity interest issued or issuable, number of shares (in shares) | shares | 1,939,998 | ||||||||
Business acquisition, share price (in dollars per share) | $ / shares | $ 28.30 | ||||||||
Issuance of common stock warrants | $ 17,870 | ||||||||
Implied volatility rate | 60% | ||||||||
Risk-free interest rate | 2.14% | ||||||||
Implied dividend yield | 3% | ||||||||
Issuance of Shares, Net of Issuance Costs (in shares) | shares | 403,780 | ||||||||
Number of securities called by warrants (in shares) | shares | 824,602 | ||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 27.4946 | $ 26.87 | $ 26.87 | $ 27.49 | $ 27.4946 | ||||
Restricted Stock | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Unrecognized compensation expense | $ 4,000 | $ 4,000 | |||||||
Unrecognized compensation expense, recognized period | 11 months 8 days | ||||||||
Fair value of vested awards | $ 6,200 | $ 4,600 | |||||||
Performance Equity Awards | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period | 3 years | ||||||||
Total shareholder return, trading days | day | 20 | ||||||||
Share-based compensation arrangement by share-based payment award, shares issued in period | shares | 74,220 | ||||||||
Compensation expense | $ 100 | ||||||||
Performance Equity Awards | Minimum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Total shareholder return | 0 | ||||||||
Performance Equity Awards | Maximum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Total shareholder return | $ 2,400 | ||||||||
Employees and Executive Officers | Restricted Stock | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period | 3 years | ||||||||
Director | Restricted Stock | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period | 1 year | ||||||||
2018 Equity Incentive Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares available for future awards (shares) | shares | 3,268,106 | 3,268,106 |
STOCK-BASED COMPENSATION AND _4
STOCK-BASED COMPENSATION AND WARRANTS - Summary of Outstanding RSAs and Related Activity (Details) - Service-based Awards | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Number of Shares | |
Outstanding, beginning (in shares) | shares | 316,333 |
Shares granted (in shares) | shares | 204,878 |
Shares forfeited (in shares) | shares | (13,404) |
Shares vested (in shares) | shares | (228,126) |
Outstanding, ending (in shares) | shares | 279,681 |
Weighted-average Grant Date Fair Value | |
Outstanding, beginning (in dollars per share) | $ / shares | $ 16.39 |
Shares granted (in dollars per share) | $ / shares | 32.96 |
Shares forfeited (in dollars per share) | $ / shares | 19.06 |
Shares vested (in dollars per share) | $ / shares | 14.22 |
Outstanding, ending (in dollars per share) | $ / shares | $ 25.57 |
STOCK-BASED COMPENSATION AND _5
STOCK-BASED COMPENSATION AND WARRANTS - Summary of Warrants Outstanding (Details) - Veritas | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Warrants | |
Balance at beginning of period (in shares) | shares | 1,996,829 |
Issued (in shares) | shares | 0 |
Anti-dilution adjustments for common stock dividends (in shares) | shares | 27,306 |
Exercised (in shares) | shares | 0 |
Cancelled (in shares) | shares | (824,602) |
Expired (in shares) | shares | 0 |
Balance at end of period (in shares) | shares | 1,199,533 |
Weighted-average Exercise Price | |
Balance at beginning of period (in dollars per share) | $ / shares | $ 27.49 |
Issued (in dollars per share) | $ / shares | 0 |
Anti-dilution adjustments for common stock dividends (in dollars per share) | $ / shares | 27.34 |
Exercised (in dollars per share) | $ / shares | 0 |
Cancelled (in dollars per share) | $ / shares | 27.49 |
Expired (in dollars per share) | $ / shares | 0 |
Balance at end of period (in dollars per share) | $ / shares | $ 26.87 |
RELATED PARTY TRANSACTIONS - (D
RELATED PARTY TRANSACTIONS - (Details) $ / shares in Units, $ in Millions | 1 Months Ended | |
Feb. 28, 2022 USD ($) director agreement $ / shares shares | Jun. 30, 2023 $ / shares | |
Series A Preferred Stock (if converted) | ||
Related Party Transaction [Line Items] | ||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | |
Affiliated Entity | ||
Related Party Transaction [Line Items] | ||
Number of preferred stock repurchase agreements | agreement | 3 | |
Preferred stock, repurchased (in shares) | shares | 71,894 | |
Preferred stock, repurchased, value | $ | $ 9.5 | |
Affiliated Entity | Series A Preferred Stock (if converted) | ||
Related Party Transaction [Line Items] | ||
Preferred stock, dividend rate | 6.50% | |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | |
Affiliated Entity | TRT Holdings, Inc. | ||
Related Party Transaction [Line Items] | ||
Preferred stock, repurchased (in shares) | shares | 21,894 | |
Preferred stock, repurchased, value | $ | $ 2.9 | |
Affiliated Entity | Directors | ||
Related Party Transaction [Line Items] | ||
Related parties owning more than 10% of outstanding stock | director | 2 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Valuation Allowance [Line Items] | ||||
Current income tax expense | $ 39 | $ 1 | $ 39.7 | $ 1.8 |
Effective tax rates | 18.90% | 0.40% | 7.20% | 3.90% |
Valuation allowance | $ 156.2 | $ 156.2 | ||
Additional Deferred Taxes | ||||
Valuation Allowance [Line Items] | ||||
Decrease in valuation allowance deferred tax asset | $ 30.5 |
FAIR VALUE - Assets and Liabili
FAIR VALUE - Assets and Liabilities Accounted For At Fair Value On A Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent Consideration | $ 0 | $ 10,107 |
Recurring | Quoted Prices In Active Markets for Identical Assets (Liabilities) (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets (liabilities) | 0 | 0 |
Recurring | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets (liabilities) | (67,010) | (246,590) |
Recurring | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets (liabilities) | 0 | 0 |
Commodity Derivatives | Current Asset | Recurring | Quoted Prices In Active Markets for Identical Assets (Liabilities) (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets (liabilities) | 0 | 0 |
Commodity Derivatives | Current Asset | Recurring | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets (liabilities) | 68,674 | 34,276 |
Commodity Derivatives | Current Asset | Recurring | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets (liabilities) | 0 | 0 |
Commodity Derivatives | Noncurrent Asset | Recurring | Quoted Prices In Active Markets for Identical Assets (Liabilities) (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets (liabilities) | 0 | 0 |
Commodity Derivatives | Noncurrent Asset | Recurring | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets (liabilities) | 8,857 | 12,547 |
Commodity Derivatives | Noncurrent Asset | Recurring | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets (liabilities) | 0 | 0 |
Commodity Derivatives | Current Liabilities | Recurring | Quoted Prices In Active Markets for Identical Assets (Liabilities) (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets (liabilities) | 0 | 0 |
Commodity Derivatives | Current Liabilities | Recurring | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets (liabilities) | (15,144) | (58,418) |
Commodity Derivatives | Current Liabilities | Recurring | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets (liabilities) | 0 | 0 |
Commodity Derivatives | Noncurrent Liabilities | Recurring | Quoted Prices In Active Markets for Identical Assets (Liabilities) (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets (liabilities) | 0 | 0 |
Commodity Derivatives | Noncurrent Liabilities | Recurring | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets (liabilities) | (129,398) | (225,905) |
Commodity Derivatives | Noncurrent Liabilities | Recurring | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets (liabilities) | $ 0 | 0 |
Interest Rate Derivatives | Noncurrent Asset | Recurring | Quoted Prices In Active Markets for Identical Assets (Liabilities) (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets (liabilities) | 0 | |
Interest Rate Derivatives | Noncurrent Asset | Recurring | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets (liabilities) | 1,017 | |
Interest Rate Derivatives | Noncurrent Asset | Recurring | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets (liabilities) | 0 | |
Contingent consideration | Current Liabilities | Recurring | Quoted Prices In Active Markets for Identical Assets (Liabilities) (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent Consideration | 0 | |
Contingent consideration | Current Liabilities | Recurring | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent Consideration | 10,107 | |
Contingent consideration | Current Liabilities | Recurring | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent Consideration | $ 0 |
FAIR VALUE - Narrative (Details
FAIR VALUE - Narrative (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Asset retirement obligations incurred and acquired | $ 2.1 |
Senior Notes due 2028 | Estimated Fair Value | Unsecured Debt | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Fair value of long-term debt | 691 |
Senior Notes due 2031 | Estimated Fair Value | Unsecured Debt | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Fair value of long-term debt | 491.3 |
Convertible Notes due 2029 | Estimated Fair Value | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Fair value of long-term debt | $ 560.6 |
DERIVATIVE INSTRUMENTS AND PR_3
DERIVATIVE INSTRUMENTS AND PRICE RISK MANAGEMENT - Schedule of Non-cash Gains or Losses on Derivative Contracts (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||
Cash Received (Paid) on Settled Derivatives | $ 27,265 | $ (162,314) | $ 40,935 | $ (267,475) |
Non-Cash Mark-to-Market Gain (Loss) on Derivatives | 30,503 | 54,117 | 170,490 | (330,110) |
Gain (Loss) on Commodity Derivatives, Net | $ 57,769 | $ (108,197) | $ 211,425 | $ (597,585) |
DERIVATIVE INSTRUMENTS AND PR_4
DERIVATIVE INSTRUMENTS AND PRICE RISK MANAGEMENT - Summary of Open Commodity Derivative Positions (Details) | Jun. 30, 2023 bbl MMBTU $ / MMBTU $ / bbl |
WTI NYMEX - Swaps | 2023 | |
Derivative [Line Items] | |
Volume | bbl | 3,780,589 |
Weighted average price (in dollars per unit) | 76.21 |
WTI NYMEX - Swaps | 2024 | |
Derivative [Line Items] | |
Volume | bbl | 2,544,145 |
Weighted average price (in dollars per unit) | 74.77 |
WTI NYMEX - Swaps | 2025 | |
Derivative [Line Items] | |
Volume | bbl | 215,687 |
Weighted average price (in dollars per unit) | 64.92 |
WTI NYMEX - Swaps | 2026 | |
Derivative [Line Items] | |
Volume | bbl | 157,057 |
Weighted average price (in dollars per unit) | 62.49 |
WTI NYMEX - Swaptions | 2023 | |
Derivative [Line Items] | |
Volume | bbl | 0 |
Weighted average price (in dollars per unit) | 0 |
WTI NYMEX - Swaptions | 2024 | |
Derivative [Line Items] | |
Volume | bbl | 1,820,850 |
Weighted average price (in dollars per unit) | 67.48 |
WTI NYMEX - Swaptions | 2025 | |
Derivative [Line Items] | |
Volume | bbl | 684,375 |
Weighted average price (in dollars per unit) | 61.68 |
WTI NYMEX - Swaptions | 2026 | |
Derivative [Line Items] | |
Volume | bbl | 2,402,795 |
Weighted average price (in dollars per unit) | 63.65 |
Argus American Crude WTI Midland To WTI NYMEX - Basis Swaps | 2023 | |
Derivative [Line Items] | |
Volume | bbl | 1,666,031 |
Weighted average price (in dollars per unit) | 1.27 |
Argus American Crude WTI Midland To WTI NYMEX - Basis Swaps | 2024 | |
Derivative [Line Items] | |
Volume | bbl | 4,541,621 |
Weighted average price (in dollars per unit) | 1.21 |
Argus American Crude WTI Midland To WTI NYMEX - Basis Swaps | 2025 | |
Derivative [Line Items] | |
Volume | bbl | 2,111,770 |
Weighted average price (in dollars per unit) | 1 |
WTI NYMEX - Call Options | 2023 | |
Derivative [Line Items] | |
Volume | bbl | 188,600 |
Weighted average price (in dollars per unit) | 71.55 |
WTI NYMEX - Call Options | 2024 | |
Derivative [Line Items] | |
Volume | bbl | 3,087,210 |
Weighted average price (in dollars per unit) | 66.77 |
WTI NYMEX - Call Options | 2025 | |
Derivative [Line Items] | |
Volume | bbl | 2,667,565 |
Weighted average price (in dollars per unit) | 71.52 |
WTI NYMEX - Call Options | 2026 | |
Derivative [Line Items] | |
Volume | bbl | 3,102,500 |
Weighted average price (in dollars per unit) | 72.59 |
WTI NYMEX - Call Options | 2027 | |
Derivative [Line Items] | |
Volume | bbl | 1,825,000 |
Weighted average price (in dollars per unit) | 80 |
WTI NYMEX - Put Options | 2023 | |
Derivative [Line Items] | |
Volume | bbl | 46,000 |
Weighted average price (in dollars per unit) | 70 |
WTI NYMEX - Put Options | 2024 | |
Derivative [Line Items] | |
Volume | bbl | 0 |
Weighted average price (in dollars per unit) | 0 |
WTI NYMEX - Put Options | 2025 | |
Derivative [Line Items] | |
Volume | bbl | 0 |
Weighted average price (in dollars per unit) | 0 |
WTI NYMEX - Put Options | 2026 | |
Derivative [Line Items] | |
Volume | bbl | 0 |
Weighted average price (in dollars per unit) | 0 |
WTI NYMEX - Collars | 2023 | |
Derivative [Line Items] | |
Weighted average floor price (in dollars per unit) | 71.55 |
Weighted average ceiling price (in dollars per unit) | 85.99 |
WTI NYMEX - Collars | 2024 | |
Derivative [Line Items] | |
Weighted average floor price (in dollars per unit) | 69.06 |
Weighted average ceiling price (in dollars per unit) | 83.71 |
WTI NYMEX - Collars | 2025 | |
Derivative [Line Items] | |
Weighted average floor price (in dollars per unit) | 67.48 |
Weighted average ceiling price (in dollars per unit) | 76.82 |
WTI NYMEX - Collars | 2026 | |
Derivative [Line Items] | |
Volume | MMBTU | 159,342 |
Weighted average floor price (in dollars per unit) | 62.50 |
Weighted average ceiling price (in dollars per unit) | 70.25 |
WTI NYMEX - Collars | Collar Put Volume | 2023 | |
Derivative [Line Items] | |
Volume | MMBTU | 2,927,289 |
WTI NYMEX - Collars | Collar Put Volume | 2024 | |
Derivative [Line Items] | |
Volume | MMBTU | 3,778,501 |
WTI NYMEX - Collars | Collar Put Volume | 2025 | |
Derivative [Line Items] | |
Volume | MMBTU | 721,539 |
WTI NYMEX - Collars | Collar Call Volume | 2023 | |
Derivative [Line Items] | |
Volume | MMBTU | 3,701,241 |
WTI NYMEX - Collars | Collar Call Volume | 2024 | |
Derivative [Line Items] | |
Volume | MMBTU | 5,397,589 |
WTI NYMEX - Collars | Collar Call Volume | 2025 | |
Derivative [Line Items] | |
Volume | MMBTU | 1,039,962 |
WTI NYMEX - Collars | Collar Call Volume | 2026 | |
Derivative [Line Items] | |
Volume | MMBTU | 175,307 |
Henry Hub NYMEX - Swaps | 2023 | |
Derivative [Line Items] | |
Volume | MMBTU | 19,439,328 |
Weighted average price (in dollars per unit) | $ / MMBTU | 3.84 |
Henry Hub NYMEX - Swaps | 2024 | |
Derivative [Line Items] | |
Volume | MMBTU | 34,780,787 |
Weighted average price (in dollars per unit) | $ / MMBTU | 3.52 |
Henry Hub NYMEX - Swaps | 2025 | |
Derivative [Line Items] | |
Volume | MMBTU | 2,260,000 |
Weighted average price (in dollars per unit) | $ / MMBTU | 3.90 |
Henry Hub NYMEX - Swaps | 2026 | |
Derivative [Line Items] | |
Volume | MMBTU | 0 |
Weighted average price (in dollars per unit) | $ / MMBTU | 0 |
Waha Inside FERC to Henry Hub - Basis Swaps | 2023 | |
Derivative [Line Items] | |
Volume | MMBTU | 4,968,000 |
Weighted average differential (in dollars per unit) | (1) |
Waha Inside FERC to Henry Hub - Basis Swaps | 2024 | |
Derivative [Line Items] | |
Volume | MMBTU | 9,882,000 |
Weighted average differential (in dollars per unit) | (1) |
Waha Inside FERC to Henry Hub - Basis Swaps | 2025 | |
Derivative [Line Items] | |
Volume | MMBTU | 9,428,000 |
Weighted average differential (in dollars per unit) | (0.97) |
Waha Inside FERC to Henry Hub - Basis Swaps | 2026 | |
Derivative [Line Items] | |
Volume | MMBTU | 7,300,000 |
Weighted average differential (in dollars per unit) | (0.81) |
NE - TETCO M2 - Basis Swaps | 2023 | |
Derivative [Line Items] | |
Volume | MMBTU | 7,360,000 |
Weighted average differential (in dollars per unit) | $ / MMBTU | (1.12) |
NE - TETCO M2 - Basis Swaps | 2024 | |
Derivative [Line Items] | |
Volume | MMBTU | 3,660,000 |
Weighted average differential (in dollars per unit) | $ / MMBTU | (1.24) |
NE - TETCO M2 - Basis Swaps | 2025 | |
Derivative [Line Items] | |
Volume | MMBTU | 0 |
Weighted average differential (in dollars per unit) | $ / MMBTU | 0 |
NE - TETCO M2 - Basis Swaps | 2026 | |
Derivative [Line Items] | |
Volume | MMBTU | 0 |
Weighted average differential (in dollars per unit) | $ / MMBTU | 0 |
Henry Hub NYMEX - Call Options | 2023 | |
Derivative [Line Items] | |
Volume | MMBTU | 0 |
Weighted average price (in dollars per unit) | 0 |
Henry Hub NYMEX - Call Options | 2024 | |
Derivative [Line Items] | |
Volume | MMBTU | 5,490,000 |
Weighted average price (in dollars per unit) | 3.87 |
Henry Hub NYMEX - Call Options | 2025 | |
Derivative [Line Items] | |
Volume | MMBTU | 5,475,000 |
Weighted average price (in dollars per unit) | 3.87 |
Henry Hub NYMEX - Call Options | 2026 | |
Derivative [Line Items] | |
Volume | MMBTU | 0 |
Weighted average price (in dollars per unit) | 0 |
Henry Hub NYMEX - Collars | 2023 | |
Derivative [Line Items] | |
Weighted average floor price (in dollars per unit) | 4.15 |
Weighted average ceiling price (in dollars per unit) | 6.82 |
Henry Hub NYMEX - Collars | 2024 | |
Derivative [Line Items] | |
Weighted average floor price (in dollars per unit) | 3.33 |
Weighted average ceiling price (in dollars per unit) | 5.34 |
Henry Hub NYMEX - Collars | 2025 | |
Derivative [Line Items] | |
Weighted average floor price (in dollars per unit) | 3.19 |
Weighted average ceiling price (in dollars per unit) | 5.95 |
Henry Hub NYMEX - Collars | 2026 | |
Derivative [Line Items] | |
Volume | MMBTU | 9,302,367 |
Weighted average floor price (in dollars per unit) | 3.19 |
Weighted average ceiling price (in dollars per unit) | 5.98 |
Henry Hub NYMEX - Collars | Collar Put Volume | 2023 | |
Derivative [Line Items] | |
Volume | MMBTU | 9,640,000 |
Henry Hub NYMEX - Collars | Collar Put Volume | 2024 | |
Derivative [Line Items] | |
Volume | MMBTU | 5,480,000 |
Henry Hub NYMEX - Collars | Collar Put Volume | 2025 | |
Derivative [Line Items] | |
Volume | MMBTU | 11,535,528 |
Henry Hub NYMEX - Collars | Collar Call Volume | 2023 | |
Derivative [Line Items] | |
Volume | MMBTU | 9,640,000 |
Henry Hub NYMEX - Collars | Collar Call Volume | 2024 | |
Derivative [Line Items] | |
Volume | MMBTU | 5,480,000 |
Henry Hub NYMEX - Collars | Collar Call Volume | 2025 | |
Derivative [Line Items] | |
Volume | MMBTU | 11,535,528 |
Henry Hub NYMEX - Collars | Collar Call Volume | 2026 | |
Derivative [Line Items] | |
Volume | MMBTU | 9,302,367 |
Bakken Crude UHC To WTI NYMEX - Basis Swaps | 2026 | |
Derivative [Line Items] | |
Volume | bbl | 111,785 |
DERIVATIVE INSTRUMENTS AND PR_5
DERIVATIVE INSTRUMENTS AND PRICE RISK MANAGEMENT - Summary of Classification of Outstanding Financial Instruments (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Offsetting of Derivative Assets: | ||
Gross amounts of recognized assets, offsetting of derivative assets | $ 174,761 | $ 119,377 |
Gross amounts offset in the balance sheet, offsetting of derivative assets | (97,230) | (71,537) |
Net amounts of assets presented in the balance sheet, offsetting of derivative assets | 77,532 | 47,840 |
Offsetting of Derivative Liabilities: | ||
Gross Amounts of Recognized Assets (Liabilities), Offsetting of Derivative Liabilities | (241,771) | (355,860) |
Gross Amounts Offset in the Balance Sheet, Offsetting of Derivative Liabilities | 97,230 | 71,537 |
Net Amounts of Assets (Liabilities) Presented in the Balance Sheet, Offsetting of Derivative Liabilities | (144,542) | (284,324) |
Current Assets | ||
Offsetting of Derivative Assets: | ||
Gross amounts of recognized assets, offsetting of derivative assets | 128,754 | 77,802 |
Gross amounts offset in the balance sheet, offsetting of derivative assets | (60,079) | (42,509) |
Net amounts of assets presented in the balance sheet, offsetting of derivative assets | 68,674 | 35,293 |
Noncurrent Assets | ||
Offsetting of Derivative Assets: | ||
Gross amounts of recognized assets, offsetting of derivative assets | 46,007 | 41,575 |
Gross amounts offset in the balance sheet, offsetting of derivative assets | (37,150) | (29,028) |
Net amounts of assets presented in the balance sheet, offsetting of derivative assets | 8,857 | 12,547 |
Current Liabilities | ||
Offsetting of Derivative Liabilities: | ||
Gross Amounts of Recognized Assets (Liabilities), Offsetting of Derivative Liabilities | (75,223) | (100,927) |
Gross Amounts Offset in the Balance Sheet, Offsetting of Derivative Liabilities | 60,079 | 42,509 |
Net Amounts of Assets (Liabilities) Presented in the Balance Sheet, Offsetting of Derivative Liabilities | (15,144) | (58,418) |
Noncurrent Liabilities | ||
Offsetting of Derivative Liabilities: | ||
Gross Amounts of Recognized Assets (Liabilities), Offsetting of Derivative Liabilities | (166,548) | (254,933) |
Gross Amounts Offset in the Balance Sheet, Offsetting of Derivative Liabilities | 37,150 | 29,028 |
Net Amounts of Assets (Liabilities) Presented in the Balance Sheet, Offsetting of Derivative Liabilities | (129,398) | (225,905) |
Commodity Price Swap Contracts | Current Assets | ||
Offsetting of Derivative Assets: | ||
Gross amounts of recognized assets, offsetting of derivative assets | 57,227 | 30,513 |
Commodity Price Swap Contracts | Noncurrent Assets | ||
Offsetting of Derivative Assets: | ||
Gross amounts of recognized assets, offsetting of derivative assets | 9,532 | 11,490 |
Commodity Price Swap Contracts | Current Liabilities | ||
Offsetting of Derivative Liabilities: | ||
Gross Amounts of Recognized Assets (Liabilities), Offsetting of Derivative Liabilities | (10,621) | (53,386) |
Commodity Price Swap Contracts | Noncurrent Liabilities | ||
Offsetting of Derivative Liabilities: | ||
Gross Amounts of Recognized Assets (Liabilities), Offsetting of Derivative Liabilities | (7,309) | (8,343) |
Commodity Basis Swap Contracts | Current Assets | ||
Offsetting of Derivative Assets: | ||
Gross amounts of recognized assets, offsetting of derivative assets | 2,923 | 5,620 |
Commodity Basis Swap Contracts | Noncurrent Assets | ||
Offsetting of Derivative Assets: | ||
Gross amounts of recognized assets, offsetting of derivative assets | 238 | 547 |
Commodity Basis Swap Contracts | Current Liabilities | ||
Offsetting of Derivative Liabilities: | ||
Gross Amounts of Recognized Assets (Liabilities), Offsetting of Derivative Liabilities | (6,188) | (4,407) |
Commodity Basis Swap Contracts | Noncurrent Liabilities | ||
Offsetting of Derivative Liabilities: | ||
Gross Amounts of Recognized Assets (Liabilities), Offsetting of Derivative Liabilities | (7,710) | (3,071) |
Commodity Price Swaptions Contracts | Current Liabilities | ||
Offsetting of Derivative Liabilities: | ||
Gross Amounts of Recognized Assets (Liabilities), Offsetting of Derivative Liabilities | (7,586) | 0 |
Commodity Price Swaptions Contracts | Noncurrent Liabilities | ||
Offsetting of Derivative Liabilities: | ||
Gross Amounts of Recognized Assets (Liabilities), Offsetting of Derivative Liabilities | (39,795) | (77,515) |
Commodity Price Collar Contracts | Current Assets | ||
Offsetting of Derivative Assets: | ||
Gross amounts of recognized assets, offsetting of derivative assets | 50,011 | 40,652 |
Commodity Price Collar Contracts | Noncurrent Assets | ||
Offsetting of Derivative Assets: | ||
Gross amounts of recognized assets, offsetting of derivative assets | 31,019 | 29,538 |
Commodity Price Collar Contracts | Current Liabilities | ||
Offsetting of Derivative Liabilities: | ||
Gross Amounts of Recognized Assets (Liabilities), Offsetting of Derivative Liabilities | (14,981) | (29,218) |
Commodity Price Collar Contracts | Noncurrent Liabilities | ||
Offsetting of Derivative Liabilities: | ||
Gross Amounts of Recognized Assets (Liabilities), Offsetting of Derivative Liabilities | (23,641) | (33,210) |
Commodity Price Call Option Contracts | Current Assets | ||
Offsetting of Derivative Assets: | ||
Gross amounts of recognized assets, offsetting of derivative assets | 18,466 | 0 |
Commodity Price Call Option Contracts | Noncurrent Assets | ||
Offsetting of Derivative Assets: | ||
Gross amounts of recognized assets, offsetting of derivative assets | 5,218 | 0 |
Commodity Price Call Option Contracts | Current Liabilities | ||
Offsetting of Derivative Liabilities: | ||
Gross Amounts of Recognized Assets (Liabilities), Offsetting of Derivative Liabilities | (35,848) | (13,916) |
Commodity Price Call Option Contracts | Noncurrent Liabilities | ||
Offsetting of Derivative Liabilities: | ||
Gross Amounts of Recognized Assets (Liabilities), Offsetting of Derivative Liabilities | (88,093) | (132,794) |
Commodity Price Put Option Contracts | Current Assets | ||
Offsetting of Derivative Assets: | ||
Gross amounts of recognized assets, offsetting of derivative assets | 126 | 0 |
Commodity Price Put Option Contracts | Current Liabilities | ||
Offsetting of Derivative Liabilities: | ||
Gross Amounts of Recognized Assets (Liabilities), Offsetting of Derivative Liabilities | 0 | 0 |
Interest Rate Swap Contracts | Current Assets | ||
Offsetting of Derivative Assets: | ||
Gross amounts of recognized assets, offsetting of derivative assets | $ 0 | $ 1,017 |