Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 03, 2019 | |
Document and Entity Information | ||
Entity Registrant Name | Sanchez Energy Corp | |
Entity Central Index Key | 0001528837 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 99,828,591 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 200,698 | $ 197,613 |
Oil and natural gas receivables | 79,022 | 87,222 |
Joint interest billings receivables | 20,367 | 33,263 |
Accounts receivable - related entities | 9,286 | 6,099 |
Fair value of derivative instruments | 1,372 | 15,714 |
Other current assets | 27,813 | 33,070 |
Total current assets | 338,558 | 372,981 |
Oil and natural gas properties, on the basis of successful efforts accounting: | ||
Proved oil and natural gas properties | 3,817,836 | 3,792,431 |
Unproved oil and natural gas properties | 317,377 | 328,643 |
Total oil and natural gas properties | 4,135,213 | 4,121,074 |
Less: Accumulated depreciation, depletion, amortization and impairment | (1,827,245) | (1,761,949) |
Total oil and natural gas properties, net | 2,307,968 | 2,359,125 |
Other assets: | ||
Fair value of derivative instruments | 6,667 | 12,102 |
Right of use assets, net | 322,230 | |
Investments (includes investment in SNMP measured at fair value of $4.9 million and $3.9 million as of March 31, 2019 and December 31, 2018, respectively) | 18,181 | 16,664 |
Other assets | 52,959 | 59,088 |
Total assets | 3,046,563 | 2,819,960 |
Current liabilities: | ||
Accounts payable | 11,863 | 32,382 |
Other payables | 124,802 | 74,628 |
Accrued liabilities: | ||
Capital expenditures | 15,252 | 61,970 |
Other | 90,819 | 102,728 |
Fair value of derivative instruments | 22,843 | 706 |
Short term debt | 245 | 304 |
Short-term lease liabilities | 102,508 | |
Other current liabilities | 23,826 | 75,581 |
Total current liabilities | 392,158 | 348,299 |
Long term debt, net of premium, discount and debt issuance costs | 2,396,151 | 2,395,408 |
Asset retirement obligations | 47,122 | 46,175 |
Fair value of derivative instruments | 3,090 | 366 |
Long-tern lease liabilities | 222,315 | |
Other liabilities | 653 | 21,407 |
Total liabilities | 3,061,489 | 2,811,655 |
Commitments and contingencies (Note 17) | ||
Mezzanine equity: | ||
Preferred units ($1,000 liquidation preference, 500,000 units authorized, issued and outstanding as of March 31 2019 and December 31, 2018) | 472,361 | 452,828 |
Stockholders' deficit: | ||
Preferred stock ($0.01 par value, 15,000,000 shares authorized; 780,432 and 1,838,985 shares issued and outstanding as of March 31, 2019 and December 31, 2018, respectively, of 4.875% Convertible Perpetual Preferred Stock, Series A; 2,511,013 and 3,527,830 shares issued and outstanding as of March 31, 2019 and December 31, 2018, respectively, of 6.500% Convertible Perpetual Preferred Stock, Series B) | 32 | 53 |
Common stock ($0.01 par value, 300,000,000 shares authorized; 99,794,460 and 87,328,424 shares issued and outstanding as of March 31, 2019 and December 31, 2018, respectively) | 1,007 | 881 |
Additional paid-in capital | 1,371,450 | 1,367,427 |
Accumulated deficit | (1,859,776) | (1,812,884) |
Total stockholders' deficit | (487,287) | (444,523) |
Total liabilities and stockholders' equity deficit | $ 3,046,563 | $ 2,819,960 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Investment in SNMP measured at fair value | $ 4,900,000 | $ 3,900,000 |
Liquidation preference | $ 1,000,000 | $ 1,000,000 |
Preferred units, shares authorized | 500,000 | 500,000 |
Preferred units, shares issued | 500,000 | 500,000 |
Preferred units, shares outstanding | 500,000 | 500,000 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 15,000,000 | 15,000,000 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 99,794,460 | 87,328,424 |
Common stock, shares outstanding | 99,794,460 | 87,328,424 |
Series A Preferred Stock | ||
Preferred stock, shares issued | 780,432 | 1,838,985 |
Preferred stock, shares outstanding | 780,432 | 1,838,985 |
Dividend rate (as a percent) | 4.875% | 4.875% |
Series B Preferred Stock | ||
Preferred stock, shares issued | 2,511,013 | 3,527,830 |
Preferred stock, shares outstanding | 2,511,013 | 3,527,830 |
Dividend rate (as a percent) | 6.50% | 6.50% |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
REVENUES: | ||
Sales and marketing revenues | $ 5,145 | $ 4,802 |
Total revenues | 216,722 | 251,228 |
OPERATING COSTS AND EXPENSES: | ||
Oil and natural gas production expenses | 80,955 | 71,948 |
Exploration expenses | 1,270 | 33 |
Sales and marketing expenses | 4,931 | 4,173 |
Production and ad valorem taxes | 13,050 | 13,469 |
Depreciation, depletion, amortization and accretion | 67,481 | 59,248 |
Impairment of oil and natural gas properties | 3,930 | 948 |
General and administrative expense | 20,483 | 22,420 |
Total operating costs and expenses | 192,100 | 172,239 |
Operating income | 24,622 | 78,989 |
Other income (expense): | ||
Interest income | 622 | 742 |
Other income | 826 | 3,428 |
Interest expense | (44,553) | (43,920) |
Net losses on commodity derivatives | (48,423) | (44,054) |
Total other expense | (91,528) | (83,804) |
Loss before income taxes | (66,906) | (4,815) |
Income tax expense | 436 | |
Net loss | (67,342) | (4,815) |
Less: | ||
Preferred stock dividends | (2,516) | (3,987) |
Preferred unit dividends and distributions | (12,500) | (9,908) |
Preferred unit amortization | (7,033) | (5,930) |
Net loss attributable to common stockholders | $ (89,391) | $ (24,640) |
Net loss per common share - basic and diluted (in dollars per share) | $ (0.98) | $ (0.30) |
Weighted average number of shares used to calculate net loss attributable to common stockholders - basic and diluted (in shares) | 91,663 | 80,919 |
Oil sales | ||
REVENUES: | ||
Revenues | $ 128,028 | $ 155,392 |
Natural gas liquid sales | ||
REVENUES: | ||
Revenues | 40,500 | 49,305 |
Natural gas sales | ||
REVENUES: | ||
Revenues | $ 43,049 | $ 41,729 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) shares in Thousands, $ in Thousands | Series A Preferred Stock | Series B Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit. | Total |
Balance at Dec. 31, 2017 | $ 18 | $ 35 | $ 845 | $ 1,362,118 | $ (1,832,156) | $ (469,140) |
Balance (in shares) at Dec. 31, 2017 | 1,839 | 3,528 | 83,985 | |||
Increase (Decrease) in Stockholders' Equity (Deficit) | ||||||
Adoption of accounting standards | 22,739 | 22,739 | ||||
Issuance of common stock | $ 1 | 565 | 566 | |||
Issuance of common stock (in shares) | 100 | |||||
Dividends on Series A and Series B Preferred stock | $ 8 | 3,979 | (3,987) | |||
Dividends on Series A and Series B Preferred stock (in shares) | 805 | |||||
Dividends on SN UnSub Preferred Units | (12,500) | (12,500) | ||||
Distributions - SN UnSub Preferred Units | 2,592 | 2,592 | ||||
Accretion of discount on SN UnSub Preferred Units | (5,930) | (5,930) | ||||
Restricted stock awards, net of forfeitures | $ 4 | (4) | ||||
Restricted stock awards, net of forfeitures (in shares) | 283 | |||||
Non-cash stock-based compensation | (375) | (375) | ||||
Net income (loss) | (4,815) | (4,815) | ||||
Balance at Mar. 31, 2018 | $ 18 | $ 35 | $ 858 | 1,366,283 | (1,834,057) | (466,863) |
Balance (in shares) at Mar. 31, 2018 | 1,839 | 3,528 | 85,173 | |||
Balance at Dec. 31, 2018 | $ 18 | $ 35 | $ 881 | 1,367,427 | (1,812,884) | (444,523) |
Balance (in shares) at Dec. 31, 2018 | 1,839 | 3,528 | 87,329 | |||
Increase (Decrease) in Stockholders' Equity (Deficit) | ||||||
Adoption of accounting standards | 42,499 | 42,499 | ||||
Dividends on Series A and Series B Preferred stock | $ 79 | 3,908 | (2,516) | 1,471 | ||
Dividends on Series A and Series B Preferred stock (in shares) | 7,898 | |||||
Dividends on SN UnSub Preferred Units | (12,500) | (12,500) | ||||
Accretion of discount on SN UnSub Preferred Units | (7,033) | (7,033) | ||||
Restricted stock awards, net of forfeitures | $ (1) | 1 | ||||
Restricted stock awards, net of forfeitures (in shares) | (270) | |||||
Exchange of preferred stock for common stock | $ (11) | $ (10) | $ 48 | (27) | ||
Exchange of preferred stock for common stock (in shares) | (1,059) | (1,017) | 4,837 | |||
Non-cash stock-based compensation | 141 | 141 | ||||
Net income (loss) | (67,342) | (67,342) | ||||
Balance at Mar. 31, 2019 | $ 7 | $ 25 | $ 1,007 | $ 1,371,450 | $ (1,859,776) | $ (487,287) |
Balance (in shares) at Mar. 31, 2019 | 780 | 2,511 | 99,794 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (67,342) | $ (4,815) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation, depletion, amortization and accretion | 67,481 | 59,248 |
Impairment of oil and natural gas properties | 3,930 | 948 |
Stock-based compensation expense (benefit) | 273 | (1,273) |
Net losses on commodity derivative contracts | 48,423 | 44,054 |
Net cash settlements received (paid) on commodity derivative contracts | 218 | (19,651) |
Gain on other derivatives | (276) | (336) |
(Gain) Loss on investments | (1,517) | 1,150 |
Loss on other assets | 858 | |
Amortization of deferred gain on Western Catarina Midstream Divestiture | (5,929) | |
Amortization of debt issuance costs | 3,154 | 6,714 |
Accretion of debt discount, net | 416 | 281 |
Accounts receivable | 22,185 | 12,984 |
Accounts receivable - related entities | (3,187) | (332) |
Other payables | 48,472 | 2,718 |
Accrued liabilities | (14,662) | (3,525) |
Other current liabilities | (28,174) | (12,411) |
Other assets and liabilities, net | (14,094) | 4,694 |
Net cash provided by operating activities | 66,158 | 84,519 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Capital expenditures for oil and natural gas properties | (64,788) | (135,907) |
Acquisition of oil and natural gas properties | 2,834 | |
Payments for purchases of other assets, net | (361) | (173) |
Proceeds from sale of other assets | 4,967 | |
Net cash used in investing activities | (60,182) | (133,246) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from borrowings | 539,865 | |
Repayment of borrowings | (2,886) | (99,087) |
Financing costs | (11,940) | |
Preferred dividends paid | (3,987) | |
Cash paid to tax authority for employee stock-based compensation awards | (5) | (606) |
Preferred unit dividends and distributions paid | (9,908) | |
Net cash provided by (used in) financing activities | (2,891) | 414,337 |
Increase in cash and cash equivalents | 3,085 | 365,610 |
Cash and cash equivalents, beginning of period | 197,613 | 184,434 |
Cash and cash equivalents, end of period | 200,698 | 550,044 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Change in asset retirement obligations | 174 | |
Change in accrued capital expenditures | (46,719) | 13,479 |
ROU assets obtained in exchange for operating lease obligations | 347,845 | |
SUPPLEMENTAL DISCLOSURE: | ||
Cash paid for interest | $ 56,054 | $ 37,869 |
Organization and Business
Organization and Business | 3 Months Ended |
Mar. 31, 2019 | |
Organization and Business | |
Organization and Business | Note 1. Organization and Busines Sanchez Energy Corporation (together with our consolidated subsidiaries, “Sanchez Energy,” the “Company,” “we,” “our,” “us” or similar terms), a Delaware corporation formed in August 2011, is an independent exploration and production company focused on the acquisition and development of oil and natural gas resources in the onshore United States. We are currently focused on the horizontal development of significant resource potential from the Eagle Ford Shale in South Texas, and we also hold other producing properties and undeveloped acreage, including in the Tuscaloosa Marine Shale (“TMS”) in Mississippi and Louisiana which offers potential future development opportunities. As of March 31, 2019, we have assembled approximately 466,000 gross (264,000 net) leasehold acres in the Eagle Ford Shale, where we plan to invest the majority of our 2019 capital budget. We continually evaluate opportunities to manage our overall portfolio, which may include the acquisition of additional properties in the Eagle Ford Shale or other producing areas and, from time to time, the divestiture of non-core assets. Our successful acquisition of such properties will depend on the circumstances and the financing alternatives available to us at the time we consider such opportunities. However, at this time we are primarily focused on lowering cash costs across our business and reducing our financial leverage, with an objective of maximizing our liquidity position and improving our balance sheet. We are also pursuing a number of strategic alternatives to better align our capital structure with the current low commodity price environment; however, we cannot provide any assurances that any of these alternatives will be completed on terms acceptable to us, on a timely basis, or at all. In addition, the market for acquisition and divestiture of oil and natural gas assets has slowed significantly, and this reduced transaction activity level, combined with continued challenging conditions in the credit and capital markets, among other reasons, may make it difficult for us to complete divestitures of non-core assets or pursue other strategic alternatives. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2. Basis of Presentation and The accompanying condensed consolidated financial statements are unaudited and were prepared from the Company’s records. The condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP” or “U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. The Company derived the condensed consolidated balance sheet as of December 31, 2018 from the audited financial statements filed in its Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (the “2018 Annual Report”). Because this is an interim period filing presented using a condensed format, it does not include all of the disclosures required by U.S. GAAP. These condensed consolidated financial statements should be read in connection with the consolidated financial statements and notes thereto included in the 2018 Annual Report, which contains a summary of the Company’s significant accounting policies and other disclosures. In the opinion of management, these financial statements include the adjustments and accruals, all of which are of a normal recurring nature, which are necessary for a fair presentation of the results for the interim periods. These interim results are not necessarily indicative of results to be expected for the entire year. As of March 31, 2019, the Company’s significant accounting policies are consistent with those discussed in Note 2, “Basis of Presentation and Summary of Significant Accounting Policies,” in the notes to the Company’s consolidated financial statements contained in the 2018 Annual Report with the addition of the following: Leases The Company determines if a contractual arrangement is a lease at inception. Operating leases are included in right of use (“ROU”) assets, short term lease liabilities and long term lease liabilities in the condensed consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company’s estimated incremental borrowing rate based on the information available at commencement date is used in determining the present value of lease payments, and the implicit rate is used when readily determinable. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company gives consideration to various factors, including the terms of the Company’s outstanding debt instruments, publicly available data for instruments with similar characteristics and other information, together with internally generated estimates, assumptions and judgment to determine the Company’s incremental borrowing rate. We have lease agreements with lease and non-lease components, which are accounted for as a single lease component. Principles of Consolidation The Company’s condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated. Use of Estimates The accompanying consolidated financial statements are prepared in conformity with U.S. GAAP, which 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 pertain to proved oil and natural gas reserves and related cash flow estimates used in the depletion and impairment of proved oil and natural gas properties, the evaluation of unproved properties for impairment, the fair value of commodity derivative contracts, embedded derivatives and asset retirement obligations, accrued oil and natural gas revenues and expenses and the allocation of general and administrative expenses. Actual results could differ materially from those estimates. Recent Accounting Pronouncements In June 2018, the FASB issued ASU 2018-07 “Compensation - Stock Compensation (ASC 718) - Improvements to Nonemployee Share-Based Payment Accounting,” which expands the scope of ASC 718, Compensation – Stock Compensation, to include share-based payment transactions for acquiring goods and services from nonemployees. We adopted this ASU effective January 1, 2019, which resulted in our remeasurement of the value of our outstanding unvested awards as of January 1, 2019 and changed the way we value our equity-classified equity awards going forward. Adoption of the standard did not have a material impact on our condensed consolidated financial statements. In June 2016, the FASB issued ASU 2016-13 “Financial Instruments - Credit Losses (ASC 326): Measurement of Credit Losses on Financial Instruments.” This ASU modifies the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology, which will result in the more timely recognition of losses, if applicable. This ASU is effective for public business entities for annual and interim periods in fiscal years beginning after December 15, 2019, and earlier adoption is permitted. We are currently in the process of evaluating the impact of adoption of this guidance on our condensed consolidated financial statements. In February 2016, the FASB issued ASU 2016-02 “Leases (ASC 842),” effective for annual and interim periods for public companies beginning after December 15, 2018, with a modified retrospective approach to be used for implementation. The standard updates the previous lease guidance by requiring the recognition of a ROU asset and lease liability on the statement of financial position for all leases with lease terms of more than 12 months. The lease liability represents the discounted obligation to make future minimum lease payments and the corresponding ROU asset represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Recognition, measurement and presentation of expenses and cash flows arising from a lease will depend on classification as an operating or a finance lease. The Company adopted this standard effective January 1, 2019. We elected the package of practical expedients permitting us to not reassess under the new standard our prior conclusions regarding lease identification, lease classification and initial direct costs, the December 31, Adjustments due January 1, 2018 to Topic 842 2019 ROU assets $ — $ 344,472 $ 344,472 Short term lease liabilities — 99,693 99,693 Other current liabilities 75,581 (23,720) 51,861 Long term lease liabilities — 246,746 246,746 Other long term liabilities 21,407 (20,745) 662 Accumulated deficit (1,812,884) 42,499 (1,770,385) No impact was recorded to the condensed consolidated statement of operations related to the adoption of Topic 842. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2019 | |
Leases | |
Leases | Note 3. Leases We determine if an arrangement is a lease at inception. To the extent that we determine an arrangement represents a lease, we classify that lease as an operating lease or a finance lease. We currently do not have any finance leases. We capitalize our operating leases on our consolidated balance sheet through a ROU asset and a corresponding lease liability. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Short term leases that have an initial term of one year or less are not capitalized but are disclosed below. Short term lease costs exclude expenses related to leases with a lease term of one month or less. Our operating leases are reflected as operating lease ROU assets, short term operating lease liabilities and long term operating lease liabilities on our consolidated balance sheet. Operating lease ROU assets and liabilities are recognized at the commencement date of an arrangement based on the present value of lease payments over the lease term. In addition to the present value of lease payments, the operating lease ROU asset also includes any lease payments made to the lessor prior to lease commencement less any lease incentives and initial direct costs incurred. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. Nature of Leases We lease property including corporate and field offices and facilities, vehicles, field equipment, and midstream gathering and processing facilities to support our operations. A more detailed description of our significant lease types is included below. Midstream Gathering and Processing Facilities We engage in various types of transactions with midstream entities to gather and/or process our products leveraging integrated systems and facilities wholly owned by the midstream counterparty. Under certain of these arrangements, we utilize substantially all of the underlying gathering system or processing facility capacity and we have, therefore, concluded that those underlying assets meet the definition of an identified asset. These contracts have non-cancellable lease terms of approximately 4 to 17 years and continue thereafter on a renewable basis subject to termination by either party with notice. Consequently, certain of our gathering and/or processing contracts represent an operating lease of the underlying midstream system or facilities with a lease term that equals the primary non-cancellable contract term. Real Estate We rent space from third parties for our corporate and field office locations and lease acreage for general corporate purposes. Our office and acreage lease agreements are structured with non-cancellable lease terms of 3 to 10 years. We have concluded that these agreements represent operating leases with a lease term that equals the primary non-cancellable contract term. Upon completion of the primary term, both parties have substantive rights to terminate the lease. Field Equipment and Vehicles We enter into daywork contracts for drilling rigs with third parties to support our drilling activities. Our drilling rig arrangements are typically structured with a term that is in effect until drilling operations are completed on a specified well or well pad in accordance with the development plan. Upon mutual agreement with the contractor, we typically have the option to extend the contract term for additional wells or well pads by providing thirty days’ notice prior to the end of the original contract term. We have concluded that our drilling rig arrangements represent an operating lease with lease terms of 5 to 15 months. For those arrangements with terms of less than one year, we have determined those arrangements to be short term operating lease. Due to the continuously evolving nature of our drilling schedules and the potential volatility in commodity prices in an annual period, our strategy to enter into shorter term drilling rig arrangements allows us the flexibility to respond to changes in our operating and economic environment. We exercise our discretion in choosing to extend or not extend contracts on a rig-by-rig basis depending on the conditions present at the time the contract expires. At the time of contract commencement, we have determined we cannot conclude with reasonable certainty if we will choose to extend the contract beyond its original term. Pursuant to the successful efforts method of accounting, our net share of these costs are capitalized as part of oil and natural gas properties on the balance sheet as incurred. We rent compressors from third parties to facilitate the downstream movement of our production from our drilling operations to market. Our compressor arrangements typically have non-cancellable lease terms of 12 to 24 months and continue thereafter on a month-to-month basis subject to termination by either party with thirty days’ notice. We have concluded that our compressor arrangements represent operating leases with a lease term that equals the primary non-cancellable contract term. Upon completion of the primary term, both parties have substantive rights to terminate the lease. We rent our vehicle fleet for our drilling and operations personnel. Our vehicle agreements have non-cancellable lease terms of 18 months. We have concluded that our vehicle agreements represent operating leases with a lease term that equals the primary non-cancellable contract term. Upon completion of the primary term, both parties have substantive rights to terminate the lease. Significant Judgments Discount Rate Our leases typically do not provide an implicit rate. Accordingly, we are required to use our estimated incremental borrowing rate in determining the present value of lease payments based on the information available at commencement date. Our estimated incremental borrowing rate reflects a reasonable projection of the interest that we would expect to pay to borrow, on a collateralized basis, over a similar term, an amount equal to the lease payments in a similar economic environment. The Company gives consideration to various factors, including the terms of the Company’s outstanding debt instruments, publicly available data for instruments with similar characteristics and other information, together with internally generated estimates, assumptions and judgment to determine the Company’s incremental borrowing rate. Practical Expedients and Accounting Policy Elections Certain of our lease arrangements include lease and non-lease components. For all existing asset classes with multiple component types, we have utilized the practical expedient to not separate lease and non-lease components. Accordingly, we account for the lease and non-lease components in an arrangement as a single lease component. In addition, for all existing asset classes, we have elected an accounting policy to not apply the recognition requirements of Topic 842 to our short term leases. Accordingly, we recognize lease payments related to our short term leases in our statement of operations, which has not changed from our prior recognition. The following are components of our lease expense for the three months ended March 31, 2019, the majority of which are included in oil and natural gas production expenses on the condensed consolidated statement of operations (in thousands): Three Months Ended March 31, 2019 Operating lease expense $ 25,431 Short term and variable lease expense 8,431 Total lease expense $ 33,862 Operating lease cost (1) $ 2,124 Short term and variable lease cost (1) 1,662 Total lease cost $ 3,786 (1) Represents capital expenditures related to the use of drilling rigs for the three months ended March 31, 2019 which are capitalized as part of oil and natural gas properties on our condensed consolidated balance sheets. Other information related to our operating leases are as follows (in thousands, except lease term and discount rate): Three Months Ended March 31, 2019 Operating cash flows from operating leases $ 33,862 Investing cash flows from operating leases 3,786 ROU assets obtained in exchange for operating lease obligations 347,845 Amortization of ROU assets (25,614) Weighted average remaining lease term (years) Weighted average discount rate As of March 31, 2019, minimum future payments, including imputed interest, for our long term operating leases under ASC 842 are as follows (in thousands): 2019 $ 98,692 2020 112,584 2021 79,885 2022 59,660 2023 26,258 Thereafter 8,616 Total lease payments 385,695 Less: Imputed interest 60,873 Present value of lease liabilities $ 324,822 As of December 31, 2018, undiscounted minimum future payments for our long term operating leases under ASC 840 were as follows (in thousands): 2019 $ 100,640 2020 84,472 2021 52,499 2022 31,682 2023 11,631 Thereafter 8,467 Total lease payments $ 289,391 |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2019 | |
Revenue Recognition | |
Revenue Recognition | Note 4. Revenue Recognition Revenue from Contracts with Customers We account for revenue from contracts with customers in accordance with ASC 606. The unit of account in ASC 606 is a performance obligation, which is a promise in a contract to transfer to a customer either a distinct good or service (or bundle of goods or services) or a series of distinct goods or services provided over a period of time. ASC 606 requires that a contract’s transaction price, which is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer, is to be allocated to each performance obligation in the contract based on relative standalone selling prices and recognized as revenue when (point in time) or as (over time) the performance obligation is satisfied. ASC 606 provides additional clarification related to principal versus agent considerations. We enter into marketing agreements with our non-operating partners to market and sell their share of production to third parties. We have determined that we act as an agent in such arrangements and account for such arrangements on a net basis. Certain of our contracts for the sale of commodities meet the definition of a derivative. We have elected the normal purchases and normal sales scope exception as provided by ASC 815, Derivatives and Hedging, and account for such contracts in accordance with ASC 606. Disaggregation of Revenue We recognized revenue of $216.7 million and $251.2 million for the three months ended March 31, 2019 and 2018, respectively. We disaggregate revenue in our income statement based on product type, and we further disaggregate our revenue related to sales and marketing activities. In selecting the disaggregation categories, we considered a number of factors, including disclosures presented outside the financial statements, such as in our earnings release and investor presentations, information reviewed internally for evaluating performance, and other factors used by the Company or the users of its financial statements to evaluate performance or allocate resources. As such, we have concluded that disaggregating revenue by product type appropriately depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. Oil, Natural Gas, and NGL Revenues We recognize revenue from the sale of oil, natural gas and NGLs in the period that the performance obligations are satisfied. Our performance obligations are primarily comprised of the delivery of oil, natural gas or NGLs at a delivery point. Each barrel of oil, barrel of NGL, MMBtu of natural gas or other unit of measure is separately identifiable and represents a distinct performance obligation to which the transaction price is allocated. Performance obligations are satisfied at a point in time once control of the product has been transferred to the customer through delivery of oil, natural gas and NGLs. We sell oil at market based prices with adjustments for location and quality. Under our oil sales contracts, we transfer control of the product to the purchaser at the delivery point and recognize revenue based on the contract price. The costs to transport the oil are recorded as oil and natural gas production expenses. Under our natural gas sales contracts, we deliver natural gas to the purchaser at an agreed upon delivery point. Natural gas is transported from our wellheads to delivery points specified under sales contracts. To deliver natural gas to these points, third parties gather, process and transport our natural gas. We maintain control of the natural gas during gathering, processing and/or transportation. We transfer control of the product at the delivery point and recognize revenue based on the contract price. The costs to gather, process and transport the natural gas are recorded as oil and natural gas production expenses. NGLs, which are extracted from natural gas through processing, are either sold by us directly to the customer or are sold by the processor under our processing contracts. For NGLs sold by us directly, we transfer control of the product to the purchaser at the delivery point and recognize revenue based on the contract price. The costs we incur to process and transport NGLs are recorded as oil and natural gas production expenses. For NGLs sold by the processor, our processing contracts provide that we transfer control to the processor at the tailgate of the processing plant and we recognize revenue based on the price received from the processor. Our contracts with customers typically require payment for oil and condensate, natural gas and NGL sales within 30 days following the calendar month of delivery. The sales of oil and condensate, natural gas and NGLs typically include variable consideration that is based on pricing tied to local indices adjusted for differentials and volumes delivered in the current month. Revenues include estimates for the two most recent months using published commodity price indices and volumes supplied by field operators. Sales and Marketing Revenue Beginning in 2018, we entered into commodity purchase transactions with certain third parties and then subsequently sold the purchased commodity as separate revenue streams. We believe an opportunity exists, from time to time, to participate in additional economic benefits and operational efficiencies in support of our upstream activities by purchasing and reselling production from others, to a limited extent, in order to utilize existing firm transportation arrangements. We retain control of the purchased hydrocarbons prior to delivery to the purchaser. The Company has concluded that we are the principal in these arrangements and therefore we recognize revenue on a gross basis as Sales and Marketing Revenues within our consolidated statement of operations, with costs to purchase and transport the commodity presented as Sales and Marketing Expenses in our consolidated statement of operations. Contracts to sell the third-party hydrocarbons are the same contracts as those for which we sell our produced hydrocarbons, and as such, we do not recognize this revenue any differently than our oil, natural gas and NGL revenue discussed previously. Remaining Performance Obligations Several of our sales contracts contain multiple performance obligations as each barrel of oil, barrel of NGL, MMBtu of natural gas or other unit of measure is separately identifiable. For these contracts, we have taken the optional exception under ASC 606-10-50-14A(b) which is available only for wholly unsatisfied performance obligations for which the criteria in ASC 606-10-32-40 have been met. Under this exception, neither estimation of variable consideration nor disclosure of the transaction price allocated to the remaining performance obligations is required. Revenue is alternatively recognized in the period that control of the commodity is transferred to the customer and the respective variable component of the total transaction price is resolved. For forms of variable consideration that are not associated with a specific volume and thus do not meet the allocation exception, estimation is required. Examples of such variable consideration consist of deficiency payments, late payment fees, truck rejection charges, inflation adjustments and imbalance penalties; however, these items are immaterial to our condensed consolidated financial statements and/or have a low probability of occurrence. As significant reversals of revenue due to this variability are not probable, no estimation is required. Contract Balances Under our sales contracts, we invoice customers after our performance obligations have been satisfied, at which point payment is unconditional. Accordingly, our contracts do not give rise to contract assets or liabilities under ASC 606. At March 31, 2019 and December 31, 2018, our receivables from contracts with customers were $79 million and $87.2 million, respectively. |
Cash and Cash Equivalents
Cash and Cash Equivalents | 3 Months Ended |
Mar. 31, 2019 | |
Cash and Cash Equivalents | |
Cash and Cash Equivalents | Note 5. Cash and Cash Equivalents As of March 31, 2019 and December 31, 2018, cash and cash equivalents consisted of the following (in thousands): March 31, December 31, 2019 2018 Cash at banks $ 39,733 $ 66,426 Money market funds 160,965 131,187 Total cash and cash equivalents $ 200,698 $ 197,613 Our cash includes funds held in deposit accounts with highly rated banks, and our cash equivalents include funds held in stable and highly liquid money market accounts with major financial institutions. |
Oil and Natural Gas Properties
Oil and Natural Gas Properties | 3 Months Ended |
Mar. 31, 2019 | |
Oil and Natural Gas Properties | |
Oil and Natural Gas Properties | Note 6. Oil and Natural Gas Properties Impairment of Oil and Natural Gas Properties —We did not record a proved property impairment during the three months ended March 31, 2019 or 2018. Changes in production rates, levels of reserves, future development costs, and other factors will impact our actual impairment analyses in future periods. Unproved Properties —We recorded impairment of $3.9 million and $0.9 million to our unproved oil and natural gas properties for the three months ended March 31, 2019 and 2018, respectively, due to acreage expirations from changes in the development plan. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2019 | |
Debt | |
Debt | Note 7. Debt As of March 31, 2019, and December 31, 2018, the Company’s outstanding debt consisted of the following: March 31, December 31, Interest Rate Maturity Date 2019 2018 Short Term Debt: (in thousands) SR Credit Agreement (1)(2) Variable - $ 245 $ 304 Total short term debt $ 245 $ 304 Long Term Debt: 7.75% Notes 7.75% June 15, 2021 $ 600,000 $ 600,000 SN UnSub Credit Agreement (1) Variable March 1, 2022 165,000 167,500 4.59% Non-Recourse Subsidiary Term Loan (1) 4.59% August 31, 2022 3,721 3,803 SR Credit Agreement (1) Variable October 31, 2022 22,942 23,187 6.125% Notes 6.125% January 15, 2023 1,150,000 1,150,000 Credit Agreement (3) Variable February 14, 2023 — — 7.25% Senior Secured Notes 7.25% February 15, 2023 500,000 500,000 2,441,663 2,444,490 Unamortized discount on Additional 7.75% Notes (1,996) (2,222) Unamortized premium on Additional 6.125% Notes 1,023 1,090 Unamortized discount on 7.25% Senior Secured Notes (3,984) (4,241) Unamortized debt issuance costs (40,555) (43,709) Total long term debt $ 2,396,151 $ 2,395,408 (1) Represents debt instruments which are Non-Recourse to the Company. (2) Incurred interest at a weighted-average rate of approximately 6.0% and 6.8% for the three months ended March 31, 2019 and the year ended December 31, 2018, respectively. (3) A standby letter of credit in the amount of approximately $17.1 million was issued under the Credit Agreement on January 10, 2019 and incurred fees at a rate of 3.25% for the three months ended March 31, 2019. The letter of credit remains outstanding and is undrawn . The components of interest expense are (in thousands): Three Months Ended March 31, 2019 2018 Interest on SR Credit Agreement $ (225) $ (348) Interest on Senior Notes (38,297) (33,564) Interest and commitment fees on SN UnSub Credit Agreement (2,283) (2,301) Interest on Non-Recourse Subsidiary Term Loan (42) (47) Interest, commitment fees and letter of credit fees on Credit Agreement (136) (665) Amortization of debt issuance costs (3,154) (6,714) Amortization of discounts and premium on Senior Notes (416) (281) Total interest expense $ (44,553) $ (43,920) Credit Facilities Third On February 14, 2018, the Company entered into a revolving credit facility, providing for a $25 million first-out senior secured working capital and letter of credit facility (the “Credit Agreement”), which amended and restated the Company’s previous credit facility in its entirety. As of March 31, 2019, there were no outstanding borrowings under the Credit Agreement. However, on January 10, 2019, a standby letter of credit was issued on our behalf by the lender under the Credit Agreement in the amount of approximately $17.1 million. This letter of credit currently remains outstanding and is undrawn. As of March 31, 2019, the Company was in compliance with the covenants of the Credit Agreement. Without the restructuring of our current obligations under our existing outstanding debt and preferred stock instruments, we may have difficulties maintaining compliance with certain covenants under the Credit Agreement as commodity prices continue to remain low. We could request a waiver of these covenant violations if necessary; however, there is no assurance a waiver would be granted. If a waiver were required but not granted, we would be in default under the Credit Agreement and the lender under the Credit Agreement could terminate the commitment thereunder, accelerate the repayment of debt and require cash collateralization of any letters of credit. Any acceleration of our debt obligations could result in a foreclosure on the collateral securing the debt. SN UnSub Credit Agreement On March 1, 2017, SN EF UnSub, LP (“SN UnSub”) entered into a credit agreement for a $500 million revolving credit facility with a maturity date of March 1, 2022 (the “SN UnSub Credit Agreement”). On December 10, 2018, as part of the most recent semi-annual redetermination, the borrowing base under the SN UnSub Credit Agreement was decreased from $380 million to $315 million and may be further reduced in the future. The next regularly scheduled borrowing base redetermination is expected in the second quarter 2019. As of March 31, 2019, there were approximately $165.0 million of borrowings and no letters of credit outstanding under the SN UnSub Credit Agreement. Additionally, as of March 31, 2019 SN UnSub was in compliance with the covenants of the SN UnSub Credit Agreement. SR Credit Agreement In 2017, we acquired SR Acquisition I, LLC (“SRAI”). On November 16, 2018, SRAI’s credit facility was amended and restated to convert the outstanding revolving loan to a term loan and extend the maturity date to October 31, 2022 (the “SR Credit Agreement”). As of March 31, 2019, there was approximately $23.2 million outstanding under the SR Credit Agreement, and SRAI was in compliance with the financial covenants of the SR Credit Agreement. Senior Notes 7.75% Senior Notes Due 2021 On June 13, 2013, the Company completed a private offering of $400 million in aggregate principal amount of the 7.75% senior notes that will mature on June 15, 2021 (the “Original 7.75% Notes”). On September 18, 2013, we issued an additional $200 million in aggregate principal amount of our 7.75% senior notes due 2021 (the “Additional 7.75% Notes” and, together with the Original 7.75% Notes, the “7.75% Notes”) in a private offering at an issue price of 96.5% of the principal amount of the Additional 7.75% Notes. 6.125% Senior Notes Due 2023 On June 27, 2014, the Company completed a private offering of $850 million in aggregate principal amount of the 6.125% senior notes that will mature on January 15, 2023 (the “Original 6.125% Notes”). On September 12, 2014, we issued an additional $300 million in aggregate principal amount of our 6.125% senior notes due 2023 (the “Additional 6.125% Notes” and, together with the Original 6.125% Notes, the “6.125% Notes” and, together with the 7.75% Notes and the 7.25% Senior Secured Notes, the “Senior Notes”) in a private offering at an issue price of 100.75% of the principal amount of the Additional 6.125% Notes. 7.25% Senior Secured First Lien Notes due 2023 On February 14, 2018, the Company completed a private offering to eligible purchasers of $500 million in aggregate principal amount of 7.25% senior secured first lien notes due 2023 (the “7.25% Senior Secured Notes”) at an issue price of 99.0% of the principal amount. |
Derivative Instruments
Derivative Instruments | 3 Months Ended |
Mar. 31, 2019 | |
Derivative Instruments | |
Derivative Instruments | Note 8. Derivative Instruments Hedging activities, which are governed by the terms of our Credit Agreement, the SN UnSub Credit Agreement and the terms of SN UnSub’s organizational documents, as applicable, are intended to support oil and natural gas prices at targeted levels and manage exposure to oil and natural gas price fluctuations. It is our policy to enter into derivative contracts only with counterparties that are creditworthy and competitive market participants. Any derivatives that are with (a) lenders, or affiliates of lenders, to the SN UnSub Credit Agreement, or (b) counterparties designated as secured with and under the Credit Agreement are, in each case, collateralized by the assets securing the applicable facility, and, therefore, do not currently require the posting of cash collateral. Any derivatives that are with (x) non-lender counterparties, as designated under the SN UnSub Credit Agreement, or (y) counterparties that are not designated as secured under the Credit Agreement are, in each case, unsecured and do not require the posting of cash or other collateral. As of March 31, 2019, all of our derivative contracts were with lenders, affiliates of lenders or other secured counterparties. It is never the Company’s intention to enter into derivative contracts for speculative trading purposes. The following table presents derivative positions for the periods indicated as of March 31, 2019: April 1 - December 31, 2019 2020 2021 Oil positions: Fixed price swaps (NYMEX WTI): Hedged volume (Bbls) 2,339,000 1,055,560 216,000 Average price ($/Bbl) $ 51.89 $ 55.36 $ 57.10 Natural gas positions: Fixed price swaps (NYMEX Henry Hub): Hedged volume (MMBtu) 13,105,000 6,893,150 1,440,000 Average price ($/MMBtu) $ 2.90 $ 2.67 $ 2.86 The following table sets forth a reconciliation of the changes in fair value of the Company’s commodity derivatives for the three months ended March 31, 2019 and the year ended December 31, 2018 (in thousands): Three Months Ended Year Ended March 31, December 31, 2019 2018 Fair value of commodity derivatives, beginning of period $ 21,194 $ (54,255) Net losses on oil derivatives (47,472) (9,878) Net losses on natural gas derivatives (950) (17,897) Net settlements paid on commodity derivative contracts: Oil 2,363 100,120 Natural gas 1,145 3,104 Fair value of commodity derivatives, end of period $ (23,720) $ 21,194 Embedded Derivatives: In 2017, the Company entered into certain contracts for the purchase of sand and fractionation services that contain provisions that must be bifurcated from the contract and valued as derivatives. In the fourth quarter 2018, the Company amended certain of these contracts, removing the respective embedded derivative components, and as of March 31, 2019, all remaining embedded derivative contracts expired or had been terminated. The embedded derivatives were historically valued using a Monte Carlo simulation model which utilizes observable inputs, including the NYMEX WTI oil price and NYMEX Henry Hub natural gas price at various points in time. The Company marked these derivatives to market and, as a result, recorded gains of approximately $0.3 million and $0.1 million for the three months ended March 31, 2019 and 2018, respectively. Any gains or losses related to embedded derivatives are recorded as a component of other income (expense) in the consolidated statement of operations. Earnout Derivative: We are entitled to receive earnout payments from SNMP based on natural gas delivered above a threshold volume and a tariff at certain pipeline delivery points. These payments were deemed to be a derivative. The resulting earnout derivative was valued through the use of a Monte Carlo simulation model which utilized observable inputs, such as the earnout price and volume commitment, as well as unobservable inputs related to the weighted probabilities of various throughput scenarios. The following table sets forth a reconciliation of the changes in fair value of the Company’s embedded and earnout derivatives for the three months ended March 31, 2019 and the year ended December 31, 2018, respectively (in thousands): Three Months Ended Year Ended March 31, December 31, 2019 2018 Fair value of other derivatives, beginning of period $ 5,550 $ (1,551) Gain on embedded derivatives 308 1,243 Initial fair value of earnout derivative — 6,401 Loss on earnout derivatives (32) (543) Fair value of other derivatives, end of period $ 5,826 $ 5,550 Balance Sheet Presentation The Company nets derivative assets and liabilities by commodity for counterparties where legal right to such netting exists. Therefore, the Company’s derivatives are presented on a net basis as “Fair value of derivative instruments” on the condensed consolidated balance sheets. The following information summarizes the gross fair values of derivative instruments, presenting the impact of offsetting derivative assets and liabilities on the Company’s consolidated balance sheets (in thousands): March 31, 2019 Gross Amounts Net Amounts Gross Amount Offset in the Presented in the of Recognized Consolidated Consolidated Assets and Liabilities Balance Sheets Balance Sheets Offsetting Derivative Assets: Current asset $ 1,778 $ (406) $ 1,372 Long term asset 6,724 (57) 6,667 Total asset $ 8,502 $ (463) $ 8,039 Offsetting Derivative Liabilities: Current liability $ 23,249 $ (406) $ 22,843 Long term liability 3,147 (57) 3,090 Total liability $ 26,396 $ (463) $ 25,933 December 31, 2018 Gross Amounts Net Amounts Gross Amount Offset in the Presented in the of Recognized Consolidated Consolidated Assets and Liabilities Balance Sheets Balance Sheets Offsetting Derivative Assets: Current asset $ 16,302 $ (588) $ 15,714 Long term asset 12,178 (76) 12,102 Total asset $ 28,480 $ (664) $ 27,816 Offsetting Derivative Liabilities: Current liability $ 1,294 $ (588) $ 706 Long term liability 442 (76) 366 Total liability $ 1,736 $ (664) $ 1,072 |
Investments
Investments | 3 Months Ended |
Mar. 31, 2019 | |
Investments | |
Investments | Note 9. Investments A subsidiary of the Company owns 1,500,000 shares of Class A Common Stock of Lonestar Resources US Inc. (“Lonestar”). As of March 31, 2019, this ownership represents approximately 6.1% of Lonestar’s outstanding shares of common stock. The Company accounts for the investment in Lonestar as an investment in equity securities measured at fair value in the condensed consolidated balance sheets at the end of each reporting period. The Company recorded gains related to the investment in Lonestar for the three months ended March 31, 2019 and 2018 of approximately $0.5 million and $0.5 million, respectively. Any gains or losses related to the investment in Lonestar are recorded as a component of other income (expense) in the condensed consolidated statement of operations. A subsidiary of the Company owns 100 Class A Units of Gavilan Resources Holdco, LLC (“GRHL”). Tranches representing 20% of the Class A Units vest on each of the first five anniversaries from March 1, 2017. The Class A Units are entitled to distributions from Available Cash, as defined in and subject to the provisions of the GRHL amended and restated limited liability company agreement. The Company accounts for the investment in GRHL as a cost method investment. As of March 31, 2019, the carrying value of the investment in GRHL was $7.3 million. The Company did not record any earnings or distributions from its ownership of the Class A Units for the period from January 1, 2018 through March 31, 2019. A subsidiary of the Company owns 2,272,727 common units of SNMP. As of March 31, 2019, this ownership represents approximately 12.5% of SNMP’s outstanding common units. The Company elected the fair value option to account for its interest in SNMP and records the equity investment at fair value at the end of each reporting period. For the three months ended March 31, 2019 and 2018, the Company recorded a gain of $1.0 million and a loss of $1.7 million, respectively, related to the investment in SNMP. In addition, for the three months ended March 31, 2019 and 2018, the Company recorded dividend income of approximately $0.3 million and $1.0 million, respectively, from quarterly distributions on the SNMP common units. Any gains or losses and dividend income related to the investment in SNMP are recorded as a component of other income (expense) in the condensed consolidated statement of operations. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value of Financial Instruments | |
Fair Value of Financial Instruments | Note 10. Fair Value of Financial Instruments Measurements of fair value of derivative instruments are classified according to the fair value hierarchy, which prioritizes the inputs to the valuation techniques used to measure fair value. Fair value is the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. Management’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. Fair Value on a 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 March 31, 2019 and December 31, 2018 (in thousands): As of March 31, 2019 Active Market for Identical Observable Unobservable Total Assets Inputs Inputs Carrying (Level 1) (Level 2) (Level 3) Value Cash and cash equivalents: Cash equivalents $ 160,965 $ — $ — $ 160,965 Equity investments: Investment in SNMP 4,886 — — 4,886 Investment in Lonestar 6,015 — — 6,015 Oil derivative instruments: Swaps — (24,501) — (24,501) Gas derivative instruments: Swaps — 781 — 781 Other: Earnout derivative asset — — 5,826 5,826 Total $ 171,866 $ (23,720) $ 5,826 $ 153,972 As of December 31, 2018 Active Market for Identical Observable Unobservable Total Assets Inputs Inputs Carrying (Level 1) (Level 2) (Level 3) Value Cash and cash equivalents: Cash equivalents $ 131,187 $ — $ — $ 131,187 Equity investments: Investment in SNMP 3,909 — — 3,909 Investment in Lonestar 5,475 — — 5,475 Oil derivative instruments: Swaps — 20,608 — 20,608 Gas derivative instruments: Swaps — 586 — 586 Other: Embedded derivative instruments — (308) — (308) Earnout derivative asset — — 5,858 5,858 Total $ 140,571 $ 20,886 $ 5,858 $ 167,315 (1) Level 1 measurements are fair value measurements which use quoted market prices (unadjusted) in active markets for identical assets or liabilities. We use Level 1 inputs when available, as Level 1 inputs generally provide the most reliable evidence of fair value. (2) Level 2 measurements are fair value measurements which use inputs, other than quoted prices included within Level 1, which are observable for the asset or liability, either directly or indirectly. (3) Level 3 measurements are fair value measurements which use unobservable inputs and require management to make certain assumptions in the determination of value. Financial Instruments : The Level 1 instruments presented in the tables above consist of money market funds and time deposits included in cash and cash equivalents on the Company’s condensed consolidated balance sheets at March 31, 2019 and December 31, 2018. The Company’s money market funds and time deposits represent cash equivalents held with banks and financial institutions. The Company identified the money market funds and time deposits as Level 1 instruments, as money market funds have daily liquidity, there are active markets for the underlying investments and quoted prices for the underlying investments can be obtained. and there are active markets for the underlying investments. In addition, the Level 1 instruments include the Company’s equity investments in SNMP and Lonestar which are publicly traded companies. The Company’s commodity derivative instruments consist of swaps as of March 31, 2019 and December 31, 2018 as shown in the table above. The fair values of the Company’s derivatives are based on third-party pricing models which utilize inputs that are either readily available in the public market, such as forward curves, or can be corroborated from active markets of broker quotes, and therefore are classified as Level 2. Derivative instruments are also subject to the risk that counterparties will be unable to meet their obligations. Such non-performance risk is considered in the valuation of the Company’s derivative instruments, but to date has not had a material impact on estimates of fair values. Significant changes in the quoted forward prices for commodities and changes in market volatility generally lead to corresponding changes in the fair value measurement of the Company’s derivative instruments. There were no commodity derivative instruments classified as Level 3 as of March 31, 2019 or December 31, 2018. Embedded Derivatives: The Company believes that substantially all of the inputs required to calculate the embedded derivatives are observable in the marketplace throughout the term of these derivative instruments or supported by observable levels at which transactions are executed in the marketplace, and are, therefore, classified as Level 2 inputs. Earnout Derivative: These payments were deemed to be a derivative which utilize observable inputs such as the earnout price and volume commitment, as well as unobservable inputs related to the weighted probabilities of various throughput scenarios. The following table sets forth a reconciliation of changes in the fair value of the Company’s earnout derivative instruments classified as Level 3 in the fair value hierarchy (in thousands): Three Months Ended Year Ended March 31, December 31, 2019 2018 Beginning balance $ 5,858 $ — Initial fair value of earnout derivative — 6,401 Loss on earnout derivatives (32) (543) Ending balance $ 5,826 $ 5,858 Fair Value on a Non‑Recurring Basis In connection with the voluntary conversions by certain holders of shares of the Company’s 4.875% Convertible Perpetual Preferred Stock, Series A (the “Series A Preferred Stock”) and 6.500% Convertible Perpetual Preferred Stock, Series B (the “Series B Preferred Stock”) into shares of the Company’s common stock in February and March 2019, the Company issued common stock according to the conversion rate established by the Certificates of Designations for the Series A Preferred Stock and Series B Preferred Stock, as applicable. The fair value of the common stock issued is based on the price of the Company’s common stock on the date of issuance. There were no conversions of Series A Preferred Stock or Series B Preferred Stock into shares of the Company’s common stock during the three months ended March 31, 2018. As there is an active market for the Company’s common stock, the Company has designated this fair value measurement as Level 1. For further information, see Note 14, “Stockholders’ and Mezzanine Equity.” The Company did not record a proved property impairment during the three months ended March 31, 2019 or 2018. Fair Value of Other Financial Instruments The carrying amounts of our oil and natural gas receivables, accounts payable and accrued liabilities approximate fair value due to their highly liquid nature. The registered 7.75% Notes are traded in an active market, and as such, are classified as Level 1 financial instruments. The estimated fair value of the 7.75% Notes was $89.3 million as of March 31, 2019 and was calculated using quoted market prices based on trades of such debt as of that date, and the registered 6.125% Notes are traded in an active market, and as such, are classified as Level 1 financial instruments. The estimated fair value of the 6.125% Notes was $166.8 million as of March 31, 2019 and was calculated using quoted market prices based on trades of such debt as of that date. The 7.25% Senior Secured Notes are classified as Level 1 financial instruments as they are traded in an active market under Rule 144A by institutional investors. The estimated fair value of the 7.25% Senior Secured Notes was $402.5 million as of March 31, 2019. |
Asset Retirement Obligations
Asset Retirement Obligations | 3 Months Ended |
Mar. 31, 2019 | |
Asset Retirement Obligations | |
Asset Retirement Obligations | Note 11. Asset Retirement Obligations The changes in the asset retirement obligation for the three months ended March 31, 2019 and the year ended December 31, 2018 were as follows (in thousands): Three Months Ended Year Ended March 31, December 31, 2019 2018 Abandonment liability, beginning of period $ 46,175 $ 36,098 Liabilities incurred during period — 1,965 Divestitures — (158) Revisions — 5,077 Accretion expense 947 3,193 Abandonment liability, end of period $ 47,122 $ 46,175 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions | |
Related Party Transactions | Note 12. Related Party Transactions Sanchez Oil and Gas Corporation Expenses allocated to the Company from SOG for general and administrative expenses and oil and natural gas production expenses for the three months ended March 31, 2019 and 2018 were $17.9 million and $17.9 million, respectively. As of March 31, 2019 and December 31, 2018, the Company had a net receivable from SOG and its affiliates of $9.3 million and $6.1 million, respectively, which are reflected as “Accounts receivable—related entities” in the condensed consolidated balance sheets. The net receivable as of March 31, 2019 and December 31, 2018 consists primarily of advances related to general and administrative and other costs paid to SOG. Sanchez Midstream Partners As of March 31, 2019 and December 31, 2018, the Company had a net payable to SNMP of approximately $3.3 million and $3.9 million, respectively, that consists primarily of fees associated with oil and natural gas gathering and transportation services. |
Accrued Liabilities and Other C
Accrued Liabilities and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2019 | |
Accrued Liabilities and Other Current Liabilities. | |
Accrued Liabilities and Other Current Liabilities | Note 13. Accrued Liabilities and Other Current Liabilities The following information summarizes accrued liabilities as of March 31, 2019 and December 31, 2018 (in thousands): March 31, December 31, 2019 2018 Capital expenditures $ 15,252 $ 61,970 Other: General and administrative expenses 17,551 19,460 Production taxes 4,563 5,157 Ad valorem taxes 4,711 445 Lease operating expenses 27,825 24,138 Interest payable 32,776 47,866 Other accrued liabilities 3,393 5,662 Total accrued liabilities $ 106,071 $ 164,698 The following information summarizes other payables as of March 31, 2019 and December 31, 2018 (in thousands): March 31, December 31, 2019 2018 Revenue payable $ 120,124 $ 71,296 Production tax payable 2,544 3,443 Other 2,134 (111) Total other payables $ 124,802 $ 74,628 The following information summarizes other current liabilities as of March 31, 2019 and December 31, 2018 (in thousands): March 31, December 31, 2019 2018 Operated prepayment liability $ 23,795 $ 51,844 Deferred gain on Western Catarina Midstream Divestiture - short term — 23,720 Phantom compensation payable - short term 31 17 Total other current liabilities $ 23,826 $ 75,581 |
Stockholders' and Mezzanine Equ
Stockholders' and Mezzanine Equity | 3 Months Ended |
Mar. 31, 2019 | |
Stockholders' and Mezzanine Equity | |
Stockholders' and Mezzanine Equity | Note 14. Stockholders’ and Mezzanine Equity Series A Preferred Stock Each share of Series A Preferred Stock is convertible at any time at the option of the holder thereof at an initial conversion rate of 2.325 shares of common stock per share of Series A Preferred Stock (which is equal to an initial conversion price of $21.51 per share of common stock) and is subject to specified adjustments. As of March 31, 2019, based on the initial conversion price, approximately 1,814,502 shares of common stock would be issuable upon conversion of all of the outstanding shares of the Series A Preferred Stock. The annual dividend on each share of Series A Preferred Stock is 4.875% on the liquidation preference of $50.00 per share and is payable quarterly, in arrears, on each January 1, April 1, July 1 and October 1, when, as and if declared by the Company’s board of directors (the “Board”). The Company may, at its option, pay dividends in cash and, subject to certain conditions, common stock or any combination thereof. Dividends are cumulative and, beginning with the three month period ended March 31, 2019, the Board determined to suspend the dividend on our Series A Preferred Stock. Dividends accumulated through that date have been accrued. Series B Preferred Stock Each share of Series B Preferred Stock is convertible at any time at the option of the holder thereof at an initial conversion rate of 2.337 shares of common stock per share of Series B Preferred Stock (which is equal to an initial conversion price of $21.40 per share of common stock) and is subject to specified adjustments. As of March 31, 2019, based on the initial conversion price, approximately 5,868,235 shares of common stock would be issuable upon conversion of all of the outstanding shares of the Series B Preferred Stock. The annual dividend on each share of Series B Preferred Stock is 6.500% on the liquidation preference of $50.00 per share and is payable quarterly, in arrears, on each January 1, April 1, July 1 and October 1, when, as and if declared by the Board. The Company may, at its option, pay dividends in cash and, subject to certain conditions, common stock or any combination thereof. Dividends are cumulative and, beginning with the three month period ended March 31, 2019, the Board determined to suspend the dividend on our Series B Preferred Stock. Dividends accumulated through that date have been accrued. Preferred Stock Conversions On February 12, 2019, 72,500 shares of Series A Preferred Stock converted into 168,563 shares of our common stock and 245,832 shares of Series B Preferred Stock converted into 574,510 shares of our common stock at the election of the holders thereof. From March 6 to March 8, 2019, 563,832 shares of Series A Preferred Stock converted into 1,310,914 shares of our common stock and 770,986 shares of Series B Preferred Stock converted into 1,801,798 shares of our common stock, at the election of the holders thereof. On March 26, 2019, 422,222 shares of Series A Preferred Stock converted into 981,667 shares of our common stock, at the election of the holders thereof. Through the conversions, each of the holders effectively waived their rights to any accrued and unpaid dividends thereon under the conversion terms set forth in Certificates of Designations for the Series A Preferred Stock and Series B Preferred Stock, as applicable. As a result, the Company has reduced its dividend accruals on its Series A Preferred Stock and Series B Preferred Stock for the three months ended March 31, 2019 by approximately $1.5 million as compared to the amount that would have been payable based on the number of shares outstanding prior to these conversions. SN UnSub Preferred Unit Issuance On March 1, 2017, the Company, through two of its subsidiaries, SN UnSub and SN EF Maverick, LLC (“SN Maverick”), along with Gavilan Resources, LLC (“Gavilan”) , an entity controlled by The Blackstone Group, L.P., completed the acquisition of approximately 318,000 gross (155,000 net) acres comprised of 252,000 gross (122,000 net) Eagle Ford Shale acres and 66,000 gross (33,000 net) acres of deep rights only, which includes the Pearsall Shale, representing an approximate 49% average working interest therein (the “Comanche Assets”) (the “Comanche Acquisition”). At the closing of the Comanche Acquisition, certain funds managed or advised by GSO Capital Partners L.P. purchased 485,000 preferred units of SN UnSub and Intrepid Private Equity V-A LLC purchased 15,000 preferred units of SN UnSub (in aggregate, the “SN UnSub Preferred Units”). The SN UnSub Preferred Units are accounted for as mezzanine equity in the condensed consolidated balance sheet consisting of the following as of March 31, 2019 and December 31, 2018, respectively, (in thousands): Three Months Ended Year Ended March 31, December 31, 2019 2018 Mezzanine equity, beginning balance $ 452,828 $ 427,512 Accretion of discount 7,033 25,316 Dividends accrued 12,500 50,000 Dividends prepaid (1) — (2,592) Dividends/distributions paid (1) — (47,408) Mezzanine equity, ending balance $ 472,361 $ 452,828 (1) In 2017, tax distributions of approximately $2.6 million were paid in excess of the accrued dividend. The excess distribution was offset against a portion of the dividend accrued during the three months ended March 31, 2018. Earnings (Loss) Per Share— The following table shows the computation of basic and diluted net loss per share for the three months ended March 31, 2019 and 2018 (in thousands, except per share amounts): Three Months Ended March 31, 2019 2018 Net loss $ (67,342) $ (4,815) Less: Preferred stock dividends (2,516) (3,987) Preferred unit dividends and distributions (12,500) (9,908) Preferred unit amortization (7,033) (5,930) Net income allocable to participating securities (1)(2) — — Net loss attributable to common stockholders $ (89,391) $ (24,640) Weighted average number of unrestricted outstanding common shares used to calculate basic net income (loss) per share 91,663 80,919 Dilutive shares (3) — — Denominator for diluted earnings (loss) per common share 91,663 80,919 Net loss per common share - basic and diluted $ (0.98) $ (0.30) (1) The Company’s restricted shares of common stock are participating securities. (2) For the three months ended March 31, 2019 and 2018, no losses were allocated to participating restricted stock because such securities do not have a contractual obligation to share in the Company’s losses. (3) The three months ended March 31, 2019 excludes 2,745,391 shares of weighted average restricted stock and 11,331,798 shares of common stock resulting from an assumed conversion of the Series A Preferred Stock and Series B Preferred Stock from the calculation of the denominator for diluted earnings per common share as these shares were anti-dilutive. The three months ended March 31, 2018 excludes 1,287,113 shares of weighted average restricted stock and 12,520,179 shares of common stock resulting from an assumed conversion of the Series A Preferred Stock and Series B Preferred Stock from the calculation of the denominator for diluted earnings per common share as these shares were anti-dilutive. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2019 | |
Stock-Based Compensation | |
Stock-Based Compensation | Note 15. Stock‑Based Compensation The Company’s Third Amended and Restated Long Term Incentive Plan (the “LTIP”) allows for grants of stock options, stock appreciation rights, restricted shares, phantom stock, other stock based awards or stack awards, or any combination thereof. Effective January 1, 2019, the Company records stock-based compensation expense for awards granted in accordance with the provisions of ASU 2018-07 “Compensation - Stock Compensation (ASC 718) - Improvements to Nonemployee Share-Based Payment Accounting,” which expands the scope of ASC 718, “Compensation – Stock Compensation”, to include share-based payment transactions for acquiring goods and services from nonemployees. Pursuant to this standard, stock-based compensation expense is based on the grant-date fair value of our stock awards and is recognized over the vesting period using the straight-line method. As a result of our adoption of ASU 2018-07, the Company remeasured the value of our outstanding unvested awards as of January 1, 2019. This did not have a material impact on our financial statements. During the three months ended March 31, 2019, the Company did not issue any shares of restricted common stock pursuant to the LTIP. During the three months ended March 31, 2019, the Company issued an immaterial number of shares of phantom stock pursuant to the LTIP to certain employees of SOG (including the Company’s officers), with whom the Company has a services agreement. These shares of phantom stock vest in equal annual amounts over a three year period. For the 2018 performance period applicable to our performance phantom stock awards granted in 2017 (the “Performance Awards”), 0% of the target shares were awarded. For the 2018 performance period applicable to our cash-settled performance-based phantom stock awards and stock-settled performance-based phantom stock awards granted in 2018 (together, the “PBPS Awards”), 71% of the target shares were awarded, equating to 419,430 cash-settled awards and 419,430 stock-settled awards. Stock-based compensation expense for these awards was calculated in accordance with ASC 718 and is being amortized over the vesting period. The Company recognized the following stock-based compensation expense (in thousands) which is included in general and administrative expense in the condensed consolidated statements of operations: Three Months Ended March 31, 2019 2018 Restricted stock awards, directors $ 18 $ 297 Restricted stock awards, non-employees 75 (204) Performance awards 48 (468) Phantom stock awards 132 (898) Total stock-based compensation expense (benefit) $ 273 $ (1,273) Based on the $0.20 per share closing price of the Company’s common stock on March 31, 2019, there was approximately $0.5 million of unrecognized compensation cost related to the non‑vested restricted shares outstanding. The cost is expected to be recognized over an average period of approximately 2.03 years. Based on the $0.20 per share closing price of the Company’s common stock on March 31, 2019, there was less than $0.1 million of unrecognized compensation cost related to the non‑vested performance accelerated restricted stock outstanding. The cost is expected to be recognized over an average period of approximately 2.04 years. Based on the $0.20 per share closing price of the Company’s common stock on March 31, 2019, there was approximately $0.5 million of unrecognized compensation cost related to the non‑vested performance accelerated phantom stock (“PAPS”) and phantom stock outstanding. The cost is expected to be recognized over an average period of approximately 2.10 years. Based on the estimated per share price of the Performance Awards on March 31, 2019, there was less than $0.1 million of unrecognized compensation cost related to the Performance Awards. The cost is estimated to be recognized over a weighted average period of approximately 2.73 years. Based on the estimated per share price of the common stock underlying the PBPS Awards on March 31, 2019, there was approximately $0.3 million of unrecognized compensation cost related to the PBPS Awards. The cost is estimated to be recognized over a weighted average period of approximately 1.51 years. A summary of the status of the non-vested shares for the three months ended March 31, 2019 and 2018 is presented below (in thousands): Three Months Ended March 31, 2019 2018 Non-vested common stock, beginning of period 5,024 4,897 Granted — 480 Vested (948) (1,617) Forfeited (128) (76) Non-vested common stock, end of period 3,948 3,684 As of March 31, 2019, approximately 8.3 million shares remained available for future issuance to participants under the LTIP. A summary of the status of the non‑vested phantom stock and PAPS as of March 31, 2019 and 2018 is presented below (in thousands, except per share amounts): Three Months Ended March 31, 2019 2018 Non-vested phantom stock and PAPS, beginning of period 5,126 3,589 Granted 7 1,178 Vested (892) (715) Forfeited (335) (103) Non-vested phantom stock and PAPS, end of period 3,906 3,949 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2019 | |
Income Taxes | |
Income Taxes | Note 16. Income Taxes The Company used a year-to-date effective tax rate method for recording income taxes for the three month periods ended March 31, 2019 and 2018. This method is based on our determination at March 31, 2019 and 2018 that due to our valuation allowance position, the income tax provision does not materially change by using a year-to-date effective tax rate method as compared to an estimated full year annual effective tax rate method. Further, for the period ended March 31, 2018, a small change in our estimated ordinary income could have resulted in a large change in the estimated annual effective tax rate. We will use this year-to-date effective tax rate method each quarter until such time a return to the annualized effective tax rate method is deemed material or appropriate. The Company’s effective tax rate for the three months ended March 31, 2019 and 2018 was (0.7%) and 0%, respectively. The difference between the statutory federal income taxes calculated using a U.S. Federal statutory corporate income tax rate of 21% and the Company’s effective tax rates of (0.7%) and 0% for the three months ended March 31, 2019 and 2018, respectively, is related to the valuation allowance on deferred tax assets. The Company provides for deferred income taxes on the difference between the tax basis of an asset or liability and its carrying amount in the financial statements in accordance with authoritative guidance for accounting for income taxes. This difference will result in taxable income or deductions in future years when the reported amount of the asset or liability is recovered or settled, respectively. In recording deferred income tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred income tax assets will be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those deferred income tax assets would be deductible. The Company believes that after considering all the available objective evidence, both positive and negative, historical and prospective, with greater weight given to historical evidence, management is not able to determine that it is more likely than not that the deferred tax assets will be realized and, therefore, has established a valuation allowance to reduce the deferred tax assets as of March 31, 2019. The Company will continue to assess the valuation allowance against deferred tax assets considering all available information obtained in future reporting periods. At March 31, 2019, the Company had no material uncertain tax positions. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 17. Commitments and Contingencies Shareholder Derivative Litigation On August 29, 2018, a derivative action was filed in the Court of Chancery of the State of Delaware against certain of the Company’s directors (Armato et al. v. A.R. Sanchez, Jr. et al., No. 2018-0642, the “Derivative Action”). The complaint alleges breach of fiduciary duty, unjust enrichment and waste of corporate assets against directors of the Company based on purportedly excessive compensation of the Company’s non-employee directors. On October 22, 2018, the Company and defendant directors filed an answer to the Derivative Action. In their answer, the defendant directors denied any wrongdoing or liability in response to the allegations in the complaint. The Derivative Action remains in its preliminary stages. As a result, the Company is unable to reasonably predict an outcome of the Derivative Action or a timeframe for its resolution. The complaint does not specify damages sought. From time to time, the Company may be involved in lawsuits or other legal proceedings that arise in the normal course of its business. M anagement cannot predict the ultimate outcome of such lawsuits or claims. Management does not currently expect the outcome of any of the known claims or proceedings to individually or in the aggregate have a material adverse effect on our results of operations or financial condition. We are not aware of any material governmental proceedings against us or contemplated to be brought against us. Catarina Drilling Commitment In the Catarina area, we have a drilling commitment that requires us to drill (i) 50 wells in each 12-month period commencing July 1, 2014 and (ii) at least one well in any consecutive 120‑day period, in order to maintain rights to any future undeveloped acreage. Up to 30 wells drilled in excess of the minimum 50 wells in a given annual period can be carried over to satisfy part of the 50-well requirement in the subsequent 12-month period on a well-for-well basis. The lease also creates a customary security interest in the production therefrom in order to secure royalty payments to the lessor and other lease obligations. The Company has met all of its 50-well annual drilling commitment for the period July 1, 2018 to June 30, 2019 and has initiated a bank of 12 wells that may be counted toward the next annual drilling commitment period, which begins on July 1, 2019. Furthermore, our 2019 capital budget and plans include the additional activity needed to fulfill the commitment to drill at least one well in any 120-day period. Comanche Drilling Commitment In the Comanche area, we have a development commitment that, in addition to other requirements in the leases that must be met in order to maintain our acreage position, requires us to complete and equip 60 wells in each annual period commencing September 1, 2017 and continuing thereafter until September 1, 2022 or pay a penalty for the failure to do so. Up to 30 wells completed and equipped in excess of the annual 60-well requirement can be carried over to satisfy part of the 60-well requirement in subsequent annual periods on a well-for-well basis. I f we fail to complete and equip the required number of wells in a given year (after applying any qualifying additional wells from previous years), we and Gavilan are jointly and severally liable to Anadarko E&P Onshore, LLC for a default fee of $0.2 million for each well we do not timely complete and equip. We currently intend to drill at least the minimum number of wells required to satisfy the development agreement and to comply with applicable lease requirements necessary to maintain our Comanche acreage position. Volume Commitments As is common in our industry, the Company is party to certain oil and natural gas gathering and transportation and natural gas processing agreements that obligate us to deliver a specified volume of production over a defined time horizon. If not fulfilled, the Company is subject to deficiency payments. As of March 31, 2019, the Company had approximately $437.7 million in future commitments related to oil and natural gas gathering and transportation agreements ($172.3 million for 2019 through 2021, $128.8 million from 2022 through 2024, and $136.6 million under commitments expiring after December 31, 2024, in the aggregate) and approximately $52.0 million in future commitments related to natural gas processing agreements ($51.3 million for 2019 through 2021, and $0.7 million from 2022 through 2024) that are not recorded in the accompanying condensed consolidated balance sheets. For the three months ended March 31, 2019 and 2018, the Company incurred expenses related to deficiency fees of approximately $1.3 million and $0.6 million, respectively, that are reported on the condensed consolidated statements of operations in the “Oil and natural gas production expenses” line item. We expect to have additional expenses in 2019 related to our volume commitments in connection with our reduced capital activity during the year. |
Condensed Consolidating Financi
Condensed Consolidating Financial Information | 3 Months Ended |
Mar. 31, 2019 | |
Condensed Consolidating Financial Information | |
Condensed Consolidating Financial Information | Note 18. Condensed Consolidating Financial Information The Company’s 7.75% Notes and 6.125% Notes have been registered with the SEC and are guaranteed by all of the Company’s subsidiaries, except for SN UR Holdings, LLC, SN Services, LLC, SN Terminal, LLC, SN Midstream, LLC, SN Comanche Manager, LLC, SN EF UnSub GP, LLC, SN EF UnSub Holdings, LLC, SN UnSub, SN Capital, LLC, Sanchez Resources, LLC, SR Acquisition I, LLC, SR Acquisition III, LLC and SR TMS, LLC which are unrestricted subsidiaries of the Company. As of March 31, 2019 such guarantor subsidiaries were 100 percent owned by the Company and the guarantees by these subsidiaries are full and unconditional (except for customary release provisions) and are joint and several. Rule 3-10 of Regulation S-X requires that, in lieu of providing separate financial statements for subsidiary guarantors, condensed consolidating financial information be provided where the subsidiaries have guaranteed the debt of a registered security, where the guarantees are full, unconditional and joint and several and where the voting interest of the subsidiaries are 100% owned by the registrant. The Company has no assets or operations independent of its subsidiaries and there are no significant restrictions upon the ability of its subsidiary guarantors to distribute funds to the Company by dividends or loans. The following is a presentation of condensed consolidating financial information on a parent company, combined guarantor subsidiaries, combined non-guarantor subsidiaries and consolidated basis (in thousands) in accordance with Rule 3-10 of Regulation S-X and should be read in conjunction with the condensed consolidated financial statements. The financial information may not necessarily be indicative of results of operations, cash flows, or financial position had such guarantor subsidiaries operated as independent entities. Investments in subsidiaries are accounted for by the respective parent company using the equity method for purposes of this presentation. Results of operations of subsidiaries are, therefore, reflected in the parent company’s investment accounts and earnings. The principal elimination entries set forth below eliminate investments in subsidiaries and intercompany balances and transactions. Typically in a condensed consolidating financial statement, the net income and equity of the parent company equals the net income and equity of the consolidated entity. A summary of the condensed consolidated guarantor balance sheets for the periods ended March 31, 2019 and December 31, 2018 is presented below (in thousands): March 31, 2019 Assets Parent Company Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Eliminations Consolidated Total current assets $ 400,705 $ 155,396 $ 123,731 $ (341,274) $ 338,558 Total oil and natural gas properties, net 59 1,561,791 746,118 — 2,307,968 Investment in subsidiaries 1,571,237 — (7,280) (1,563,957) — Other assets 47,578 303,095 49,364 — 400,037 Total Assets $ 2,019,579 $ 2,020,282 $ 911,933 $ (1,905,231) $ 3,046,563 Liabilities and Stockholders' Equity Current liabilities $ 160,396 $ 366,802 $ 206,234 $ (341,274) $ 392,158 Long term liabilities 2,232,143 228,396 208,792 — 2,669,331 Mezzanine equity — — 472,361 — 472,361 Total stockholders' equity (deficit) (372,960) 1,425,084 24,546 (1,563,957) (487,287) Total Liabilities and Stockholders' Equity (Deficit) $ 2,019,579 $ 2,020,282 $ 911,933 $ (1,905,231) $ 3,046,563 December 31, 2018 Assets Parent Company Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Eliminations Consolidated Total current assets $ 473,062 $ 69,934 $ 146,765 $ (316,780) $ 372,981 Total oil and natural gas properties, net 36 1,600,378 758,711 — 2,359,125 Investment in subsidiaries 1,577,054 — (7,280) (1,569,774) — Other assets 22,917 10,307 54,630 — 87,854 Total Assets $ 2,073,069 $ 1,680,619 $ 952,826 $ (1,886,554) $ 2,819,960 Liabilities and Stockholders' Equity Current liabilities $ 155,396 $ 282,719 $ 226,964 $ (316,780) $ 348,299 Long term liabilities 2,203,546 51,211 208,599 — 2,463,356 Mezzanine equity — — 452,828 — 452,828 Total stockholders' equity (deficit) (285,873) 1,346,689 64,435 (1,569,774) (444,523) Total Liabilities and Stockholders' Equity (Deficit) $ 2,073,069 $ 1,680,619 $ 952,826 $ (1,886,554) $ 2,819,960 A summary of the condensed consolidated guarantor statements of operations for the periods ended March 31, 2019 and 2018 is presented below (in thousands): Three Months Ended March 31, 2019 Parent Company Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Eliminations Consolidated Total revenues $ — $ 151,528 $ 65,194 $ — $ 216,722 Total operating costs and expenses (15,708) (120,360) (56,167) 135 (192,100) Other income (expense) (59,823) 68 (31,638) (135) (91,528) Income (loss) before income taxes (75,531) 31,236 (22,611) — (66,906) Income tax expense 436 — — — 436 Equity in income (loss) of subsidiaries 8,625 — — (8,625) — Net income (loss) $ (67,342) $ 31,236 $ (22,611) $ (8,625) $ (67,342) Three Months Ended March 31, 2018 Parent Company Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Eliminations Consolidated Total revenues $ — $ 167,488 $ 83,740 $ — $ 251,228 Total operating costs and expenses (15,531) (82,666) (74,178) 136 (172,239) Other income (expense) (66,767) 503 (17,404) (136) (83,804) Income (loss) before income taxes (82,298) $ 85,325 $ (7,842) $ — $ (4,815) Equity in income (loss) of subsidiaries 77,484 — — (77,484) — Net income (loss) $ (4,814) $ 85,325 $ (7,842) $ (77,484) $ (4,815) A summary of the condensed consolidated guarantor statements of cash flows for the periods ended March 31, 2019 and 2018 is presented below (in thousands): Three Months Ended March 31, 2019 Parent Company Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Eliminations Consolidated Net cash provided by (used in) operating activities $ (69,395) $ 158,774 $ (23,221) $ — $ 66,158 Net cash provided by (used in) investing activities 38,452 (46,063) (19,087) (33,484) (60,182) Net cash provided by (used in) financing activities (5) (92,028) 55,658 33,484 (2,891) Net increase (decrease) in cash and cash equivalents (30,948) 20,683 13,350 — 3,085 Cash and cash equivalents, beginning of period 68,762 58,429 70,422 — 197,613 Cash and cash equivalents, end of period $ 37,814 $ 79,112 $ 83,772 $ — $ 200,698 Three Months Ended March 31, 2018 Parent Company Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Eliminations Consolidated Net cash provided by (used in) operating activities $ (67,504) $ 112,330 $ 39,693 $ — $ 84,519 Net cash provided by (used in) investing activities 27,660 (120,976) (12,270) (27,660) (133,246) Net cash provided by (used in) financing activities 428,331 (20,400) (21,254) 27,660 414,337 Net increase (decrease) in cash and cash equivalents 388,487 $ (29,046) $ 6,169 $ — $ 365,610 Cash and cash equivalents, beginning of period 86,937 29,046 68,451 — 184,434 Cash and cash equivalents, end of period $ 475,424 $ — $ 74,620 $ — $ 550,044 |
Variable Interest Entities
Variable Interest Entities | 3 Months Ended |
Mar. 31, 2019 | |
Variable Interest Entities | |
Variable Interest Entities | Note 19. Variable Interest Entities The Company’s investment in GRHL represents a VIE that could expose the Company to losses limited to the estimated fair value of the investment. The carrying amounts of the investment in GRHL, and the Company’s maximum exposure to loss as of March 31, 2019 and December 31, 2018, was approximately $7.3 million. The Company did not record any earnings from its ownership of the Class A Units for the period from January 1, 2018 through March 31, 2019. The Company determined that Blackstone is the primary beneficiary of the VIE as the Company has no significant voting rights in GRHL under the LLC Agreement and no power over decisions related to the business activities of GRHL, other than operation of the properties. The Company’s investment in SNMP represents a VIE that could expose the Company to losses limited to the equity in the investment at any point in time. The carrying amounts of the investment in SNMP, and the Company’s maximum exposure to loss as of March 31, 2019 and December 31, 2018, was approximately $4.9 million and $3.9 million, respectively. Below is a tabular comparison of the carrying amounts of the assets and liabilities of the VIE and the Company’s maximum exposure to loss as of March 31, 2019 and December 31, 2018 (in thousands): March 31, December 31, 2019 2018 Beginning balance $ 11,189 $ 32,507 Gain (loss) from change in fair value of investment in SNMP 977 (21,318) Maximum exposure to loss $ 12,166 $ 11,189 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events. | |
Subsequent Events | Note 20. Subsequent Events SN UnSub Debt Repayment On April 23, 2019 and May 1, 2019, SN UnSub made repayments under the SN UnSub Credit Agreement of $3.0 million and $3.0 million, respectively, resulting in an outstanding principal balance of $159.0 million. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Leases | Leases The Company determines if a contractual arrangement is a lease at inception. Operating leases are included in right of use (“ROU”) assets, short term lease liabilities and long term lease liabilities in the condensed consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company’s estimated incremental borrowing rate based on the information available at commencement date is used in determining the present value of lease payments, and the implicit rate is used when readily determinable. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company gives consideration to various factors, including the terms of the Company’s outstanding debt instruments, publicly available data for instruments with similar characteristics and other information, together with internally generated estimates, assumptions and judgment to determine the Company’s incremental borrowing rate. We have lease agreements with lease and non-lease components, which are accounted for as a single lease component. |
Principles of Consolidation | Principles of Consolidation The Company’s condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated. |
Use of Estimates | Use of Estimates The accompanying consolidated financial statements are prepared in conformity with U.S. GAAP, which 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 pertain to proved oil and natural gas reserves and related cash flow estimates used in the depletion and impairment of proved oil and natural gas properties, the evaluation of unproved properties for impairment, the fair value of commodity derivative contracts, embedded derivatives and asset retirement obligations, accrued oil and natural gas revenues and expenses and the allocation of general and administrative expenses. Actual results could differ materially from those estimates. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2018, the FASB issued ASU 2018-07 “Compensation - Stock Compensation (ASC 718) - Improvements to Nonemployee Share-Based Payment Accounting,” which expands the scope of ASC 718, Compensation – Stock Compensation, to include share-based payment transactions for acquiring goods and services from nonemployees. We adopted this ASU effective January 1, 2019, which resulted in our remeasurement of the value of our outstanding unvested awards as of January 1, 2019 and changed the way we value our equity-classified equity awards going forward. Adoption of the standard did not have a material impact on our condensed consolidated financial statements. In June 2016, the FASB issued ASU 2016-13 “Financial Instruments - Credit Losses (ASC 326): Measurement of Credit Losses on Financial Instruments.” This ASU modifies the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology, which will result in the more timely recognition of losses, if applicable. This ASU is effective for public business entities for annual and interim periods in fiscal years beginning after December 15, 2019, and earlier adoption is permitted. We are currently in the process of evaluating the impact of adoption of this guidance on our condensed consolidated financial statements. In February 2016, the FASB issued ASU 2016-02 “Leases (ASC 842),” effective for annual and interim periods for public companies beginning after December 15, 2018, with a modified retrospective approach to be used for implementation. The standard updates the previous lease guidance by requiring the recognition of a ROU asset and lease liability on the statement of financial position for all leases with lease terms of more than 12 months. The lease liability represents the discounted obligation to make future minimum lease payments and the corresponding ROU asset represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Recognition, measurement and presentation of expenses and cash flows arising from a lease will depend on classification as an operating or a finance lease. The Company adopted this standard effective January 1, 2019. We elected the package of practical expedients permitting us to not reassess under the new standard our prior conclusions regarding lease identification, lease classification and initial direct costs, the December 31, Adjustments due January 1, 2018 to Topic 842 2019 ROU assets $ — $ 344,472 $ 344,472 Short term lease liabilities — 99,693 99,693 Other current liabilities 75,581 (23,720) 51,861 Long term lease liabilities — 246,746 246,746 Other long term liabilities 21,407 (20,745) 662 Accumulated deficit (1,812,884) 42,499 (1,770,385) No impact was recorded to the condensed consolidated statement of operations related to the adoption of Topic 842. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Schedule of amounts recognized for operating leases | Amounts recognized at January 1, 2019 for operating leases were as follows (in thousands): December 31, Adjustments due January 1, 2018 to Topic 842 2019 ROU assets $ — $ 344,472 $ 344,472 Short term lease liabilities — 99,693 99,693 Other current liabilities 75,581 (23,720) 51,861 Long term lease liabilities — 246,746 246,746 Other long term liabilities 21,407 (20,745) 662 Accumulated deficit (1,812,884) 42,499 (1,770,385) |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases | |
Schedule of components of lease expense and other information related to leases | The following are components of our lease expense for the three months ended March 31, 2019, the majority of which are included in oil and natural gas production expenses on the condensed consolidated statement of operations (in thousands): Three Months Ended March 31, 2019 Operating lease expense $ 25,431 Short term and variable lease expense 8,431 Total lease expense $ 33,862 Operating lease cost (1) $ 2,124 Short term and variable lease cost (1) 1,662 Total lease cost $ 3,786 (1) Represents capital expenditures related to the use of drilling rigs for the three months ended March 31, 2019 which are capitalized as part of oil and natural gas properties on our condensed consolidated balance sheets. Other information related to our operating leases are as follows (in thousands, except lease term and discount rate): Three Months Ended March 31, 2019 Operating cash flows from operating leases $ 33,862 Investing cash flows from operating leases 3,786 ROU assets obtained in exchange for operating lease obligations 347,845 Amortization of ROU assets (25,614) Weighted average remaining lease term (years) Weighted average discount rate |
Schedule of future payments | As of March 31, 2019, minimum future payments, including imputed interest, for our long term operating leases under ASC 842 are as follows (in thousands): 2019 $ 98,692 2020 112,584 2021 79,885 2022 59,660 2023 26,258 Thereafter 8,616 Total lease payments 385,695 Less: Imputed interest 60,873 Present value of lease liabilities $ 324,822 As of December 31, 2018, undiscounted minimum future payments for our long term operating leases under ASC 840 were as follows (in thousands): 2019 $ 100,640 2020 84,472 2021 52,499 2022 31,682 2023 11,631 Thereafter 8,467 Total lease payments $ 289,391 |
Cash and Cash Equivalents (Tabl
Cash and Cash Equivalents (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Cash and Cash Equivalents | |
Schedule of cash and cash equivalents | As of March 31, 2019 and December 31, 2018, cash and cash equivalents consisted of the following (in thousands): March 31, December 31, 2019 2018 Cash at banks $ 39,733 $ 66,426 Money market funds 160,965 131,187 Total cash and cash equivalents $ 200,698 $ 197,613 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt | |
Schedule of long-term debt | March 31, December 31, Interest Rate Maturity Date 2019 2018 Short Term Debt: (in thousands) SR Credit Agreement (1)(2) Variable - $ 245 $ 304 Total short term debt $ 245 $ 304 Long Term Debt: 7.75% Notes 7.75% June 15, 2021 $ 600,000 $ 600,000 SN UnSub Credit Agreement (1) Variable March 1, 2022 165,000 167,500 4.59% Non-Recourse Subsidiary Term Loan (1) 4.59% August 31, 2022 3,721 3,803 SR Credit Agreement (1) Variable October 31, 2022 22,942 23,187 6.125% Notes 6.125% January 15, 2023 1,150,000 1,150,000 Credit Agreement (3) Variable February 14, 2023 — — 7.25% Senior Secured Notes 7.25% February 15, 2023 500,000 500,000 2,441,663 2,444,490 Unamortized discount on Additional 7.75% Notes (1,996) (2,222) Unamortized premium on Additional 6.125% Notes 1,023 1,090 Unamortized discount on 7.25% Senior Secured Notes (3,984) (4,241) Unamortized debt issuance costs (40,555) (43,709) Total long term debt $ 2,396,151 $ 2,395,408 (1) Represents debt instruments which are Non-Recourse to the Company. (2) Incurred interest at a weighted-average rate of approximately 6.0% and 6.8% for the three months ended March 31, 2019 and the year ended December 31, 2018, respectively. (3) A standby letter of credit in the amount of approximately $17.1 million was issued under the Credit Agreement on January 10, 2019 and incurred fees at a rate of 3.25% for the three months ended March 31, 2019. The letter of credit remains outstanding and is undrawn . |
Schedule of interest expense | The components of interest expense are (in thousands): Three Months Ended March 31, 2019 2018 Interest on SR Credit Agreement $ (225) $ (348) Interest on Senior Notes (38,297) (33,564) Interest and commitment fees on SN UnSub Credit Agreement (2,283) (2,301) Interest on Non-Recourse Subsidiary Term Loan (42) (47) Interest, commitment fees and letter of credit fees on Credit Agreement (136) (665) Amortization of debt issuance costs (3,154) (6,714) Amortization of discounts and premium on Senior Notes (416) (281) Total interest expense $ (44,553) $ (43,920) |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Derivatives Fair Value [Line Items] | |
Schedule of derivative positions | The following table presents derivative positions for the periods indicated as of March 31, 2019: April 1 - December 31, 2019 2020 2021 Oil positions: Fixed price swaps (NYMEX WTI): Hedged volume (Bbls) 2,339,000 1,055,560 216,000 Average price ($/Bbl) $ 51.89 $ 55.36 $ 57.10 Natural gas positions: Fixed price swaps (NYMEX Henry Hub): Hedged volume (MMBtu) 13,105,000 6,893,150 1,440,000 Average price ($/MMBtu) $ 2.90 $ 2.67 $ 2.86 |
Schedule of reconciliation of changes in fair value of commodity derivatives | The following table sets forth a reconciliation of the changes in fair value of the Company’s embedded and earnout derivatives for the three months ended March 31, 2019 and the year ended December 31, 2018, respectively (in thousands): Three Months Ended Year Ended March 31, December 31, 2019 2018 Fair value of other derivatives, beginning of period $ 5,550 $ (1,551) Gain on embedded derivatives 308 1,243 Initial fair value of earnout derivative — 6,401 Loss on earnout derivatives (32) (543) Fair value of other derivatives, end of period $ 5,826 $ 5,550 |
Summary of balance sheet presentation of the Company's commodity derivatives | The Company nets derivative assets and liabilities by commodity for counterparties where legal right to such netting exists. Therefore, the Company’s derivatives are presented on a net basis as “Fair value of derivative instruments” on the condensed consolidated balance sheets. The following information summarizes the gross fair values of derivative instruments, presenting the impact of offsetting derivative assets and liabilities on the Company’s consolidated balance sheets (in thousands): March 31, 2019 Gross Amounts Net Amounts Gross Amount Offset in the Presented in the of Recognized Consolidated Consolidated Assets and Liabilities Balance Sheets Balance Sheets Offsetting Derivative Assets: Current asset $ 1,778 $ (406) $ 1,372 Long term asset 6,724 (57) 6,667 Total asset $ 8,502 $ (463) $ 8,039 Offsetting Derivative Liabilities: Current liability $ 23,249 $ (406) $ 22,843 Long term liability 3,147 (57) 3,090 Total liability $ 26,396 $ (463) $ 25,933 December 31, 2018 Gross Amounts Net Amounts Gross Amount Offset in the Presented in the of Recognized Consolidated Consolidated Assets and Liabilities Balance Sheets Balance Sheets Offsetting Derivative Assets: Current asset $ 16,302 $ (588) $ 15,714 Long term asset 12,178 (76) 12,102 Total asset $ 28,480 $ (664) $ 27,816 Offsetting Derivative Liabilities: Current liability $ 1,294 $ (588) $ 706 Long term liability 442 (76) 366 Total liability $ 1,736 $ (664) $ 1,072 |
Commodity derivatives | |
Derivatives Fair Value [Line Items] | |
Schedule of reconciliation of the changes in fair value of the Company's commodity derivatives | The following table sets forth a reconciliation of the changes in fair value of the Company’s commodity derivatives for the three months ended March 31, 2019 and the year ended December 31, 2018 (in thousands): Three Months Ended Year Ended March 31, December 31, 2019 2018 Fair value of commodity derivatives, beginning of period $ 21,194 $ (54,255) Net losses on oil derivatives (47,472) (9,878) Net losses on natural gas derivatives (950) (17,897) Net settlements paid on commodity derivative contracts: Oil 2,363 100,120 Natural gas 1,145 3,104 Fair value of commodity derivatives, end of period $ (23,720) $ 21,194 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value of Financial Instruments | |
Schedule of financial assets and liabilities measured at fair value on a 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 March 31, 2019 and December 31, 2018 (in thousands): As of March 31, 2019 Active Market for Identical Observable Unobservable Total Assets Inputs Inputs Carrying (Level 1) (Level 2) (Level 3) Value Cash and cash equivalents: Cash equivalents $ 160,965 $ — $ — $ 160,965 Equity investments: Investment in SNMP 4,886 — — 4,886 Investment in Lonestar 6,015 — — 6,015 Oil derivative instruments: Swaps — (24,501) — (24,501) Gas derivative instruments: Swaps — 781 — 781 Other: Earnout derivative asset — — 5,826 5,826 Total $ 171,866 $ (23,720) $ 5,826 $ 153,972 As of December 31, 2018 Active Market for Identical Observable Unobservable Total Assets Inputs Inputs Carrying (Level 1) (Level 2) (Level 3) Value Cash and cash equivalents: Cash equivalents $ 131,187 $ — $ — $ 131,187 Equity investments: Investment in SNMP 3,909 — — 3,909 Investment in Lonestar 5,475 — — 5,475 Oil derivative instruments: Swaps — 20,608 — 20,608 Gas derivative instruments: Swaps — 586 — 586 Other: Embedded derivative instruments — (308) — (308) Earnout derivative asset — — 5,858 5,858 Total $ 140,571 $ 20,886 $ 5,858 $ 167,315 (1) Level 1 measurements are fair value measurements which use quoted market prices (unadjusted) in active markets for identical assets or liabilities. We use Level 1 inputs when available, as Level 1 inputs generally provide the most reliable evidence of fair value. (2) Level 2 measurements are fair value measurements which use inputs, other than quoted prices included within Level 1, which are observable for the asset or liability, either directly or indirectly. Level 3 measurements are fair value measurements which use unobservable inputs and require management to make certain assumptions in the determination of value. |
Reconciliation of changes in the fair value of derivative instruments classified as Level 3 in the fair value hierarchy | The following table sets forth a reconciliation of changes in the fair value of the Company’s earnout derivative instruments classified as Level 3 in the fair value hierarchy (in thousands): Three Months Ended Year Ended March 31, December 31, 2019 2018 Beginning balance $ 5,858 $ — Initial fair value of earnout derivative — 6,401 Loss on earnout derivatives (32) (543) Ending balance $ 5,826 $ 5,858 |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Asset Retirement Obligations | |
Schedule of changes in asset retirement obligation | The changes in the asset retirement obligation for the three months ended March 31, 2019 and the year ended December 31, 2018 were as follows (in thousands): Three Months Ended Year Ended March 31, December 31, 2019 2018 Abandonment liability, beginning of period $ 46,175 $ 36,098 Liabilities incurred during period — 1,965 Divestitures — (158) Revisions — 5,077 Accretion expense 947 3,193 Abandonment liability, end of period $ 47,122 $ 46,175 |
Accrued Liabilities and Other_2
Accrued Liabilities and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accrued Liabilities and Other Current Liabilities | |
Summary of accrued liabilities | The following information summarizes accrued liabilities as of March 31, 2019 and December 31, 2018 (in thousands): March 31, December 31, 2019 2018 Capital expenditures $ 15,252 $ 61,970 Other: General and administrative expenses 17,551 19,460 Production taxes 4,563 5,157 Ad valorem taxes 4,711 445 Lease operating expenses 27,825 24,138 Interest payable 32,776 47,866 Other accrued liabilities 3,393 5,662 Total accrued liabilities $ 106,071 $ 164,698 |
Summary of other payables | The following information summarizes other payables as of March 31, 2019 and December 31, 2018 (in thousands): March 31, December 31, 2019 2018 Revenue payable $ 120,124 $ 71,296 Production tax payable 2,544 3,443 Other 2,134 (111) Total other payables $ 124,802 $ 74,628 |
Summary of other current liabilities | The following information summarizes other current liabilities as of March 31, 2019 and December 31, 2018 (in thousands): March 31, December 31, 2019 2018 Operated prepayment liability $ 23,795 $ 51,844 Deferred gain on Western Catarina Midstream Divestiture - short term — 23,720 Phantom compensation payable - short term 31 17 Total other current liabilities $ 23,826 $ 75,581 |
Stockholders' and Mezzanine E_2
Stockholders' and Mezzanine Equity (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Stockholders' and Mezzanine Equity | |
Preferred Units accounted for as mezzanine equity | The SN UnSub Preferred Units are accounted for as mezzanine equity in the condensed consolidated balance sheet consisting of the following as of March 31, 2019 and December 31, 2018, respectively, (in thousands): Three Months Ended Year Ended March 31, December 31, 2019 2018 Mezzanine equity, beginning balance $ 452,828 $ 427,512 Accretion of discount 7,033 25,316 Dividends accrued 12,500 50,000 Dividends prepaid (1) — (2,592) Dividends/distributions paid (1) — (47,408) Mezzanine equity, ending balance $ 472,361 $ 452,828 In 2017, tax distributions of approximately $2.6 million were paid in excess of the accrued dividend. The excess distribution was offset against a portion of the dividend accrued during the three months ended March 31, 2018. |
Schedule of computation of basic and diluted net income (loss) per share | The following table shows the computation of basic and diluted net loss per share for the three months ended March 31, 2019 and 2018 (in thousands, except per share amounts): Three Months Ended March 31, 2019 2018 Net loss $ (67,342) $ (4,815) Less: Preferred stock dividends (2,516) (3,987) Preferred unit dividends and distributions (12,500) (9,908) Preferred unit amortization (7,033) (5,930) Net income allocable to participating securities (1)(2) — — Net loss attributable to common stockholders $ (89,391) $ (24,640) Weighted average number of unrestricted outstanding common shares used to calculate basic net income (loss) per share 91,663 80,919 Dilutive shares (3) — — Denominator for diluted earnings (loss) per common share 91,663 80,919 Net loss per common share - basic and diluted $ (0.98) $ (0.30) (1) The Company’s restricted shares of common stock are participating securities. (2) For the three months ended March 31, 2019 and 2018, no losses were allocated to participating restricted stock because such securities do not have a contractual obligation to share in the Company’s losses. The three months ended March 31, 2019 excludes 2,745,391 shares of weighted average restricted stock and 11,331,798 shares of common stock resulting from an assumed conversion of the Series A Preferred Stock and Series B Preferred Stock from the calculation of the denominator for diluted earnings per common share as these shares were anti-dilutive. The three months ended March 31, 2018 excludes 1,287,113 shares of weighted average restricted stock and 12,520,179 shares of common stock resulting from an assumed conversion of the Series A Preferred Stock and Series B Preferred Stock from the calculation of the denominator for diluted earnings per common share as these shares were anti-dilutive. |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of stock-based compensation expense | The Company recognized the following stock-based compensation expense (in thousands) which is included in general and administrative expense in the condensed consolidated statements of operations: Three Months Ended March 31, 2019 2018 Restricted stock awards, directors $ 18 $ 297 Restricted stock awards, non-employees 75 (204) Performance awards 48 (468) Phantom stock awards 132 (898) Total stock-based compensation expense (benefit) $ 273 $ (1,273) |
Restricted shares and PARS | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of the activity of the non-vested shares | A summary of the status of the non-vested shares for the three months ended March 31, 2019 and 2018 is presented below (in thousands): |
Phantom stock shares and PAPS | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of the activity of the non-vested shares | A summary of the status of the non‑vested phantom stock and PAPS as of March 31, 2019 and 2018 is presented below (in thousands, except per share amounts): Three Months Ended March 31, 2019 2018 Non-vested phantom stock and PAPS, beginning of period 5,126 3,589 Granted 7 1,178 Vested (892) (715) Forfeited (335) (103) Non-vested phantom stock and PAPS, end of period 3,906 3,949 |
Condensed Consolidating Finan_2
Condensed Consolidating Financial Information (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Condensed Consolidating Financial Information | |
Condensed balance sheets | March 31, 2019 Assets Parent Company Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Eliminations Consolidated Total current assets $ 400,705 $ 155,396 $ 123,731 $ (341,274) $ 338,558 Total oil and natural gas properties, net 59 1,561,791 746,118 — 2,307,968 Investment in subsidiaries 1,571,237 — (7,280) (1,563,957) — Other assets 47,578 303,095 49,364 — 400,037 Total Assets $ 2,019,579 $ 2,020,282 $ 911,933 $ (1,905,231) $ 3,046,563 Liabilities and Stockholders' Equity Current liabilities $ 160,396 $ 366,802 $ 206,234 $ (341,274) $ 392,158 Long term liabilities 2,232,143 228,396 208,792 — 2,669,331 Mezzanine equity — — 472,361 — 472,361 Total stockholders' equity (deficit) (372,960) 1,425,084 24,546 (1,563,957) (487,287) Total Liabilities and Stockholders' Equity (Deficit) $ 2,019,579 $ 2,020,282 $ 911,933 $ (1,905,231) $ 3,046,563 December 31, 2018 Assets Parent Company Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Eliminations Consolidated Total current assets $ 473,062 $ 69,934 $ 146,765 $ (316,780) $ 372,981 Total oil and natural gas properties, net 36 1,600,378 758,711 — 2,359,125 Investment in subsidiaries 1,577,054 — (7,280) (1,569,774) — Other assets 22,917 10,307 54,630 — 87,854 Total Assets $ 2,073,069 $ 1,680,619 $ 952,826 $ (1,886,554) $ 2,819,960 Liabilities and Stockholders' Equity Current liabilities $ 155,396 $ 282,719 $ 226,964 $ (316,780) $ 348,299 Long term liabilities 2,203,546 51,211 208,599 — 2,463,356 Mezzanine equity — — 452,828 — 452,828 Total stockholders' equity (deficit) (285,873) 1,346,689 64,435 (1,569,774) (444,523) Total Liabilities and Stockholders' Equity (Deficit) $ 2,073,069 $ 1,680,619 $ 952,826 $ (1,886,554) $ 2,819,960 |
Condensed statements of operations | Three Months Ended March 31, 2019 Parent Company Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Eliminations Consolidated Total revenues $ — $ 151,528 $ 65,194 $ — $ 216,722 Total operating costs and expenses (15,708) (120,360) (56,167) 135 (192,100) Other income (expense) (59,823) 68 (31,638) (135) (91,528) Income (loss) before income taxes (75,531) 31,236 (22,611) — (66,906) Income tax expense 436 — — — 436 Equity in income (loss) of subsidiaries 8,625 — — (8,625) — Net income (loss) $ (67,342) $ 31,236 $ (22,611) $ (8,625) $ (67,342) Three Months Ended March 31, 2018 Parent Company Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Eliminations Consolidated Total revenues $ — $ 167,488 $ 83,740 $ — $ 251,228 Total operating costs and expenses (15,531) (82,666) (74,178) 136 (172,239) Other income (expense) (66,767) 503 (17,404) (136) (83,804) Income (loss) before income taxes (82,298) $ 85,325 $ (7,842) $ — $ (4,815) Equity in income (loss) of subsidiaries 77,484 — — (77,484) — Net income (loss) $ (4,814) $ 85,325 $ (7,842) $ (77,484) $ (4,815) |
Condensed cash flows statements | Three Months Ended March 31, 2019 Parent Company Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Eliminations Consolidated Net cash provided by (used in) operating activities $ (69,395) $ 158,774 $ (23,221) $ — $ 66,158 Net cash provided by (used in) investing activities 38,452 (46,063) (19,087) (33,484) (60,182) Net cash provided by (used in) financing activities (5) (92,028) 55,658 33,484 (2,891) Net increase (decrease) in cash and cash equivalents (30,948) 20,683 13,350 — 3,085 Cash and cash equivalents, beginning of period 68,762 58,429 70,422 — 197,613 Cash and cash equivalents, end of period $ 37,814 $ 79,112 $ 83,772 $ — $ 200,698 Three Months Ended March 31, 2018 Parent Company Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Eliminations Consolidated Net cash provided by (used in) operating activities $ (67,504) $ 112,330 $ 39,693 $ — $ 84,519 Net cash provided by (used in) investing activities 27,660 (120,976) (12,270) (27,660) (133,246) Net cash provided by (used in) financing activities 428,331 (20,400) (21,254) 27,660 414,337 Net increase (decrease) in cash and cash equivalents 388,487 $ (29,046) $ 6,169 $ — $ 365,610 Cash and cash equivalents, beginning of period 86,937 29,046 68,451 — 184,434 Cash and cash equivalents, end of period $ 475,424 $ — $ 74,620 $ — $ 550,044 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Variable Interest Entities | |
Schedule of carrying amounts of assets and liabilities of VIE | Below is a tabular comparison of the carrying amounts of the assets and liabilities of the VIE and the Company’s maximum exposure to loss as of March 31, 2019 and December 31, 2018 (in thousands): March 31, December 31, 2019 2018 Beginning balance $ 11,189 $ 32,507 Gain (loss) from change in fair value of investment in SNMP 977 (21,318) Maximum exposure to loss $ 12,166 $ 11,189 |
Organization and Business (Deta
Organization and Business (Details) - Eagle Ford Shale | Mar. 31, 2019a |
Area under agreement, gross (in acres) | 466,000 |
Area under agreement, net (in acres) | 264,000 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
ROU assets | $ 322,230 | ||||
Short-term lease liabilities | 102,508 | ||||
Other current liabilities | 23,826 | $ 75,581 | |||
Long-tern lease liabilities | 222,315 | ||||
Other long-term liabilities | 653 | 21,407 | |||
Accumulated deficit | (487,287) | (444,523) | $ (466,863) | $ (469,140) | |
Accumulated Deficit. | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Accumulated deficit | $ (1,859,776) | (1,812,884) | $ (1,834,057) | $ (1,832,156) | |
ASC 842 | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
ROU assets | $ 344,472 | ||||
Short-term lease liabilities | 99,693 | ||||
Other current liabilities | 51,861 | ||||
Long-tern lease liabilities | 246,746 | ||||
Other long-term liabilities | 662 | ||||
Accumulated deficit | $ (1,770,385) | ||||
ASC 842 | Previously reported | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Other current liabilities | 75,581 | ||||
Other long-term liabilities | 21,407 | ||||
Accumulated deficit | (1,812,884) | ||||
ASC 842 | Adjustments due to Topic 842 | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
ROU assets | 344,472 | ||||
Short-term lease liabilities | 99,693 | ||||
Other current liabilities | (23,720) | ||||
Long-tern lease liabilities | 246,746 | ||||
Other long-term liabilities | (20,745) | ||||
Accumulated deficit | $ 42,499 |
Leases (Details)
Leases (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Lessee, Lease, Description [Line Items] | |
Operating lease expense | $ 25,431 |
Short term and variable lease expense | 8,431 |
Total lease expense | 33,862 |
Operating lease cost | 2,124 |
Short-term and variable lease cost | 1,662 |
Total lease cost | 3,786 |
Operating cash flows from operating leases | 33,862 |
Investing cash flows from operating leases | 3,786 |
ROU assets obtained in exchange for operating lease obligations | 347,845 |
Amortization of ROU assets | $ (25,614) |
Weighted average remaining lease term (years) | 3 years 6 months |
Weighted average discount rate | 10.00% |
Vehicles | |
Lessee, Lease, Description [Line Items] | |
Term of lease | 18 months |
Field equipment | |
Lessee, Lease, Description [Line Items] | |
Term of notice for option to extend lease | 30 days |
Minimum | Field equipment | |
Lessee, Lease, Description [Line Items] | |
Term of lease | 12 months |
Minimum | Drilling rig arrangements | |
Lessee, Lease, Description [Line Items] | |
Term of lease | 5 months |
Minimum | Gathering systems or processing facilities | |
Lessee, Lease, Description [Line Items] | |
Term of lease | 4 years |
Minimum | Real estate | |
Lessee, Lease, Description [Line Items] | |
Term of lease | 3 years |
Maximum | Field equipment | |
Lessee, Lease, Description [Line Items] | |
Term of lease | 24 months |
Maximum | Drilling rig arrangements | |
Lessee, Lease, Description [Line Items] | |
Term of lease | 15 months |
Maximum | Gathering systems or processing facilities | |
Lessee, Lease, Description [Line Items] | |
Term of lease | 17 years |
Maximum | Real estate | |
Lessee, Lease, Description [Line Items] | |
Term of lease | 10 years |
Leases - Operating Lease Liabil
Leases - Operating Lease Liabilities (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Lessee, Lease, Description [Line Items] | |
2019 | $ 100,640 |
2020 | 84,472 |
2021 | 52,499 |
2022 | 31,682 |
2023 | 11,631 |
Thereafter | 8,467 |
Total lease payment | 289,391 |
ASC 842 | |
Lessee, Lease, Description [Line Items] | |
2019 | 98,692 |
2020 | 112,584 |
2021 | 79,885 |
2022 | 59,660 |
2023 | 26,258 |
Thereafter | 8,616 |
Total lease payment | 385,695 |
Less: Imputed interest | 60,873 |
Present value of lease liabilities | $ 324,822 |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Revenue Recognition | |||
Revenues | $ 216,722 | $ 251,228 | |
Receivables | $ 79,022 | $ 87,222 |
Cash and Cash Equivalents (Deta
Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Cash and cash equivalents | ||||
Total cash and cash equivalents | $ 200,698 | $ 197,613 | $ 550,044 | $ 184,434 |
Cash at banks | ||||
Cash and cash equivalents | ||||
Total cash and cash equivalents | 39,733 | 66,426 | ||
Money market funds | ||||
Cash and cash equivalents | ||||
Total cash and cash equivalents | $ 160,965 | $ 131,187 |
Oil and Natural Gas Properties
Oil and Natural Gas Properties (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Oil and Natural Gas Properties | ||
Impairment of oil and natural gas properties | $ 3,930 | $ 948 |
Debt (Summary) (Details)
Debt (Summary) (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 10, 2018 | Dec. 09, 2018 | Mar. 31, 2018 | Sep. 12, 2014 | Jun. 27, 2014 | Sep. 18, 2013 | Jun. 13, 2013 |
Long-Term Debt | |||||||||
Short term debt | $ 245 | $ 304 | |||||||
Long term debt before unamortized discount | 2,441,663 | 2,444,490 | |||||||
Unamortized debt issuance costs | (40,555) | (43,709) | |||||||
Total long-term debt | $ 2,396,151 | 2,395,408 | |||||||
7.75% Notes | |||||||||
Long-Term Debt | |||||||||
Face value of debt | $ 200,000 | $ 400,000 | |||||||
Interest rate (as a percent) | 7.75% | ||||||||
Long term debt before unamortized discount | $ 600,000 | 600,000 | |||||||
Unamortized discount on Additional Notes | (1,996) | $ (2,222) | |||||||
4.59% Non-Recourse Subsidiary Term Loan | |||||||||
Long-Term Debt | |||||||||
Interest rate (as a percent) | 4.59% | ||||||||
Long term debt before unamortized discount | $ 3,721 | $ 3,803 | |||||||
6.125% Notes | |||||||||
Long-Term Debt | |||||||||
Face value of debt | $ 300,000 | $ 850,000 | |||||||
Interest rate (as a percent) | 6.125% | ||||||||
Long term debt before unamortized discount | $ 1,150,000 | 1,150,000 | |||||||
Unamortized premium on Additional 6.125% Notes | $ 1,023 | 1,090 | |||||||
7.25% Senior Secured Notes | |||||||||
Long-Term Debt | |||||||||
Interest rate (as a percent) | 7.25% | ||||||||
Long term debt before unamortized discount | $ 500,000 | 500,000 | |||||||
Unamortized discount on Additional Notes | (3,984) | (4,241) | |||||||
SN UnSub Credit Agreement | |||||||||
Long-Term Debt | |||||||||
Long term debt before unamortized discount | 165,000 | 167,500 | |||||||
Borrowings | 165,000 | $ 315,000 | $ 380,000 | ||||||
SR Credit Agreement | |||||||||
Long-Term Debt | |||||||||
Short term debt | 245 | 304 | |||||||
Long term debt before unamortized discount | $ 22,942 | $ 23,187 | |||||||
Weighted average interest rate | 6.00% | 6.80% | |||||||
Borrowings | $ 23,200 | ||||||||
Stand by letter of credit | |||||||||
Long-Term Debt | |||||||||
Interest rate (as a percent) | 3.25% | ||||||||
Borrowings | $ 17,100 |
Debt (Interest Expense Componen
Debt (Interest Expense Components) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Interest expense | ||
Interest, commitment fees and letter of credit fees on Credit Agreement | $ (136) | $ (665) |
Amortization of debt issuance costs | (3,154) | (6,714) |
Amortization of (discount) premium | (416) | (281) |
Total interest expense | (44,553) | (43,920) |
4.59% Non-Recourse Subsidiary Term Loan | ||
Interest expense | ||
Interest | (42) | (47) |
Senior Notes | ||
Interest expense | ||
Interest | (38,297) | (33,564) |
7.75% Notes | ||
Interest expense | ||
Amortization of (discount) premium | (416) | (281) |
SN UnSub Credit Agreement | ||
Interest expense | ||
Interest | (2,283) | (2,301) |
SR Credit Agreement | ||
Interest expense | ||
Interest | $ (225) | $ (348) |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | Feb. 14, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Jan. 10, 2019 | Dec. 31, 2018 | Dec. 10, 2018 | Dec. 09, 2018 | Mar. 01, 2017 | Sep. 12, 2014 | Jun. 27, 2014 | Sep. 18, 2013 | Jun. 13, 2013 |
Long-Term Debt | ||||||||||||
Proceeds from issuance of debt | $ 539,865 | |||||||||||
Debt issuance costs | $ 3,154 | $ 6,714 | ||||||||||
7.25% Senior Notes | ||||||||||||
Long-Term Debt | ||||||||||||
Face value of debt | $ 500,000 | |||||||||||
Notes issue price | 99.00% | |||||||||||
7.75% Notes | ||||||||||||
Long-Term Debt | ||||||||||||
Face value of debt | $ 200,000 | $ 400,000 | ||||||||||
Interest rate (as a percent) | 7.75% | |||||||||||
Percentage of principal for notes offered in private offering | 96.50% | |||||||||||
6.125% Notes | ||||||||||||
Long-Term Debt | ||||||||||||
Face value of debt | $ 300,000 | $ 850,000 | ||||||||||
Interest rate (as a percent) | 6.125% | |||||||||||
Percentage of principal for notes offered in private offering | 100.75% | |||||||||||
Premium on face value of debt | $ 1,023 | $ 1,090 | ||||||||||
Third Amended And Restated Credit Agreement | ||||||||||||
Long-Term Debt | ||||||||||||
Maximum borrowing capacity | $ 25,000 | |||||||||||
Borrowings | 0 | |||||||||||
Third Amended And Restated Credit Agreement | Letters of credit | ||||||||||||
Long-Term Debt | ||||||||||||
Maximum borrowing capacity | $ 17,100 | |||||||||||
SN UnSub Credit Agreement | ||||||||||||
Long-Term Debt | ||||||||||||
Maximum borrowing capacity | $ 500,000 | |||||||||||
Borrowings | 165,000 | $ 315,000 | $ 380,000 | |||||||||
SN UnSub Credit Agreement | Letters of credit | ||||||||||||
Long-Term Debt | ||||||||||||
Letters of credit outstanding | 0 | |||||||||||
SR Credit Agreement | ||||||||||||
Long-Term Debt | ||||||||||||
Borrowings | $ 23,200 |
Derivative Instruments (Details
Derivative Instruments (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019USD ($)MMBTU$ / bbl$ / MMBTUbbl | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($) | |
Reconciliation of the changes in fair value of the commodity derivatives | |||
Fair value of commodity derivatives, beginning of period | $ 5,550 | $ (1,551) | $ (1,551) |
Gain on embedded derivatives | 308 | 100 | 1,243 |
Initial fair value of earnout derivatives | 6,401 | ||
Losses on derivatives | (32) | (543) | |
Fair value of commodity derivatives, end of period | 5,826 | 5,550 | |
Commodity derivatives | |||
Reconciliation of the changes in fair value of the commodity derivatives | |||
Fair value of commodity derivatives, beginning of period | 21,194 | $ (54,255) | (54,255) |
Fair value of commodity derivatives, end of period | (23,720) | 21,194 | |
Commodity derivatives | Oil Reserves | |||
Reconciliation of the changes in fair value of the commodity derivatives | |||
Losses on derivatives | (47,472) | (9,878) | |
Net settlements paid (received) on commodity derivative contracts: | 2,363 | 100,120 | |
Commodity derivatives | Natural gas | |||
Reconciliation of the changes in fair value of the commodity derivatives | |||
Losses on derivatives | (950) | (17,897) | |
Net settlements paid (received) on commodity derivative contracts: | $ 1,145 | $ 3,104 | |
Not designated as hedges | Swaps | April 1 - December 31, 2019 | Oil Reserves | |||
Derivatives Fair Value [Line Items] | |||
Notional amount (in barrels) | bbl | 2,339,000 | ||
Average swap price per unit | $ / bbl | 51.89 | ||
Not designated as hedges | Swaps | April 1 - December 31, 2019 | Natural gas | |||
Derivatives Fair Value [Line Items] | |||
Notional amount (in MMBtu) | MMBTU | 13,105,000 | ||
Average swap price per unit | $ / MMBTU | 2.90 | ||
Not designated as hedges | Swaps | 2020 | Oil Reserves | |||
Derivatives Fair Value [Line Items] | |||
Notional amount (in barrels) | bbl | 1,055,560 | ||
Average swap price per unit | $ / bbl | 55.36 | ||
Not designated as hedges | Swaps | 2020 | Natural gas | |||
Derivatives Fair Value [Line Items] | |||
Notional amount (in MMBtu) | MMBTU | 6,893,150 | ||
Average swap price per unit | $ / MMBTU | 2.67 | ||
Not designated as hedges | Swaps | 2021 | Oil Reserves | |||
Derivatives Fair Value [Line Items] | |||
Notional amount (in barrels) | bbl | 216,000 | ||
Average swap price per unit | $ / bbl | 57.10 | ||
Not designated as hedges | Swaps | 2021 | Natural gas | |||
Derivatives Fair Value [Line Items] | |||
Notional amount (in MMBtu) | MMBTU | 1,440,000 | ||
Average swap price per unit | $ / MMBTU | 2.86 |
Derivative Instruments (Balance
Derivative Instruments (BalanceSheet) (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Offsetting Derivative Assets: | ||
Gross Amount of Recognized Assets | $ 8,502 | $ 28,480 |
Gross Amounts Offset in the Condensed Consolidated Balance Sheets | (463) | (664) |
Net Amounts Presented in the Condensed Consolidated Balance Sheets | 8,039 | 27,816 |
Offsetting Derivative Liabilities: | ||
Gross Amount of Recognized Liabilities | 26,396 | 1,736 |
Gross Amounts Offset in the Condensed Consolidated Balance Sheets | (463) | (664) |
Net Amounts Presented in the Condensed Consolidated Balance Sheets | 25,933 | 1,072 |
Current asset | ||
Offsetting Derivative Assets: | ||
Gross Amount of Recognized Assets | 1,778 | 16,302 |
Gross Amounts Offset in the Condensed Consolidated Balance Sheets | (406) | (588) |
Net Amounts Presented in the Condensed Consolidated Balance Sheets | 1,372 | 15,714 |
Long-term asset | ||
Offsetting Derivative Assets: | ||
Gross Amount of Recognized Assets | 6,724 | 12,178 |
Gross Amounts Offset in the Condensed Consolidated Balance Sheets | (57) | (76) |
Net Amounts Presented in the Condensed Consolidated Balance Sheets | 6,667 | 12,102 |
Current liability | ||
Offsetting Derivative Liabilities: | ||
Gross Amount of Recognized Liabilities | 23,249 | 1,294 |
Gross Amounts Offset in the Condensed Consolidated Balance Sheets | (406) | (588) |
Net Amounts Presented in the Condensed Consolidated Balance Sheets | 22,843 | 706 |
Long-term liability | ||
Offsetting Derivative Liabilities: | ||
Gross Amount of Recognized Liabilities | 3,147 | 442 |
Gross Amounts Offset in the Condensed Consolidated Balance Sheets | (57) | (76) |
Net Amounts Presented in the Condensed Consolidated Balance Sheets | $ 3,090 | $ 366 |
Investments (Details)
Investments (Details) $ in Thousands | Jun. 15, 2017shares | Mar. 01, 2017itemshares | Mar. 31, 2019USD ($)shares | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($) |
Investments in marketable securities | |||||
Investment gains (losses) recorded | $ 977 | $ (21,318) | |||
Dividend income | 300 | 1,000 | |||
Initial investment in GRHL | $ 7,300 | ||||
Earnout derivative | $ 6,401 | ||||
Lonestar | |||||
Investments in marketable securities | |||||
Ownership of investment (as a percent) | 6.10% | ||||
Gain (loss) on investments | $ 500 | 500 | |||
SNMP | |||||
Investments in marketable securities | |||||
Recognized investment gains (losses) | $ 1,000 | $ (1,700) | |||
SN Comanche Manager | Class A Units | |||||
Investments in marketable securities | |||||
Annual vesting percentage | 20.00% | ||||
Number of vesting anniversaries | item | 5 | ||||
Total units authorized for issuance | shares | 100 | ||||
Common Stock | |||||
Investments in marketable securities | |||||
Ownership of investment (as a percent) | 12.50% | ||||
Common Stock | SNMP | |||||
Investments in marketable securities | |||||
Investments (in shares or units) | shares | 2,272,727 | ||||
Series B Convertible Preferred Stock | Lonestar | Marquis Disposition | |||||
Investments in marketable securities | |||||
Consideration in common stock (in shares) | shares | 1,500,000 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Fair Value of Financial Instruments | |||
Investments | $ 4,900 | $ 3,900 | |
Gain on embedded derivatives | 308 | $ 100 | 1,243 |
Level 3 | |||
Fair Value of Financial Instruments | |||
Derivative instruments | 0 | 0 | |
Recurring basis | |||
Fair Value of Financial Instruments | |||
Cash and cash equivalents | 160,965 | 131,187 | |
Earnout derivative asset | 5,826 | 5,858 | |
Total | 153,972 | 167,315 | |
Recurring basis | SNMP | |||
Fair Value of Financial Instruments | |||
Investments | 4,886 | 3,909 | |
Recurring basis | Lonestar | |||
Fair Value of Financial Instruments | |||
Investments | 6,015 | 5,475 | |
Recurring basis | Active Market for Identical Assets (Level 1) | |||
Fair Value of Financial Instruments | |||
Cash and cash equivalents | 160,965 | 131,187 | |
Total | 171,866 | 140,571 | |
Recurring basis | Active Market for Identical Assets (Level 1) | SNMP | |||
Fair Value of Financial Instruments | |||
Investments | 4,886 | 3,909 | |
Recurring basis | Active Market for Identical Assets (Level 1) | Lonestar | |||
Fair Value of Financial Instruments | |||
Investments | 6,015 | 5,475 | |
Recurring basis | Observable Inputs (Level 2) | |||
Fair Value of Financial Instruments | |||
Total | 20,886 | ||
Total | (23,720) | ||
Recurring basis | Level 3 | |||
Fair Value of Financial Instruments | |||
Earnout derivative asset | 5,826 | 5,858 | |
Total | 5,826 | 5,858 | |
Swaps | Oil Reserves | Recurring basis | |||
Fair Value of Financial Instruments | |||
Derivative instruments | (24,501) | 20,608 | |
Swaps | Oil Reserves | Recurring basis | Observable Inputs (Level 2) | |||
Fair Value of Financial Instruments | |||
Derivative instruments | (24,501) | 20,608 | |
Swaps | Natural gas | Recurring basis | |||
Fair Value of Financial Instruments | |||
Derivative instruments | 781 | 586 | |
Swaps | Natural gas | Recurring basis | Observable Inputs (Level 2) | |||
Fair Value of Financial Instruments | |||
Derivative instruments | $ 781 | 586 | |
Sand and coiled tubing contracts | Recurring basis | |||
Fair Value of Financial Instruments | |||
Embedded derivative instruments | (308) | ||
Sand and coiled tubing contracts | Recurring basis | Observable Inputs (Level 2) | |||
Fair Value of Financial Instruments | |||
Embedded derivative instruments | $ (308) |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments (Other) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Changes in the fair value of the company s oil derivative instruments classified as Level 3 in the fair value hierarchy | |||
Number of shares of preferred stock converted into common stock | 0 | ||
Level 3 | |||
Changes in the fair value of the company s oil derivative instruments classified as Level 3 in the fair value hierarchy | |||
Beginning balance | $ 5,858 | ||
Initial fair value of earnout derivative | 6,401 | ||
Loss on earnout derivative | (32) | (543) | |
Ending balance | $ 5,826 | $ 5,858 | |
7.75% Notes | |||
Changes in the fair value of the company s oil derivative instruments classified as Level 3 in the fair value hierarchy | |||
Interest rate (as a percent) | 7.75% | ||
7.75% Notes | Active Market for Identical Assets (Level 1) | Estimated Fair Value | |||
Changes in the fair value of the company s oil derivative instruments classified as Level 3 in the fair value hierarchy | |||
Debt fair value | $ 89,300 | ||
6.125% Notes | |||
Changes in the fair value of the company s oil derivative instruments classified as Level 3 in the fair value hierarchy | |||
Interest rate (as a percent) | 6.125% | ||
6.125% Notes | Active Market for Identical Assets (Level 1) | Estimated Fair Value | |||
Changes in the fair value of the company s oil derivative instruments classified as Level 3 in the fair value hierarchy | |||
Debt fair value | $ 166,800 | ||
7.25% Senior Secured Notes | |||
Changes in the fair value of the company s oil derivative instruments classified as Level 3 in the fair value hierarchy | |||
Interest rate (as a percent) | 7.25% | ||
7.25% Senior Secured Notes | Active Market for Identical Assets (Level 1) | Estimated Fair Value | |||
Changes in the fair value of the company s oil derivative instruments classified as Level 3 in the fair value hierarchy | |||
Debt fair value | $ 402,500 |
Asset Retirement Obligations (D
Asset Retirement Obligations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Changes in the asset retirement obligation | ||
Abandonment liability, beginning of period | $ 46,175 | $ 36,098 |
Liabilities incurred during period | 1,965 | |
Divestitures | (158) | |
Revisions | 5,077 | |
Accretion expense | 947 | 3,193 |
Abandonment liability, end of period | $ 47,122 | $ 46,175 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Mar. 01, 2017 | |
Related Party Transactions | ||||
General and administrative expenses and oil and natural gas production expenses | $ 17,900 | $ 17,900 | ||
Accounts receivable - related entities | 9,286 | $ 6,099 | ||
General and administrative expenses | 20,483 | $ 22,420 | ||
SNMP | ||||
Related Party Transactions | ||||
Accounts payable - related entities | $ 3,300 | $ 3,900 | ||
SN Comanche Manager | Class A Units | ||||
Related Party Transactions | ||||
Total units authorized for issuance | 100 |
Accrued Liabilities and Other_3
Accrued Liabilities and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Accrued Liabilities and Other Current Liabilities. | ||
Capital expenditures | $ 15,252 | $ 61,970 |
General and administrative expenses | 17,551 | 19,460 |
Production taxes | 4,563 | 5,157 |
Ad valorem taxes | 4,711 | 445 |
Lease operating expenses | 27,825 | 24,138 |
Interest payable | 32,776 | 47,866 |
Other accrued liabilities | 3,393 | 5,662 |
Total accrued liabilities | 106,071 | 164,698 |
Revenue payable | 120,124 | 71,296 |
Production tax payable | 2,544 | 3,443 |
Other | (111) | |
Other | 2,134 | |
Total other payables | 124,802 | 74,628 |
Operated prepayment liability | 23,795 | 51,844 |
Deferred gain on Western Catarina Midstream Divestiture - short term | 23,720 | |
Phantom compensation payable - short term | 31 | 17 |
Total other current liabilities | $ 23,826 | $ 75,581 |
Stockholders' and Mezzanine E_3
Stockholders' and Mezzanine Equity (Details) $ / shares in Units, $ in Thousands | Mar. 26, 2019shares | Mar. 08, 2019shares | Feb. 12, 2019shares | Mar. 01, 2017asubsidiaryshares | Sep. 17, 2012$ / sharesshares | Mar. 31, 2019a$ / sharesshares | Mar. 31, 2018USD ($)shares | Dec. 31, 2018 |
Shares issued | $ | $ 566 | |||||||
Number of shares of preferred stock converted into common stock | 0 | |||||||
SN Comanche Manager | Class A Units | ||||||||
Total units authorized for issuance | 100 | |||||||
Common Stock | ||||||||
Number of shares of common stock to be issued if all preferred shares are converted | 1,814,502 | |||||||
Series A Preferred Stock | ||||||||
Conversion ratio | 2.325 | |||||||
Conversion price (in dollars per share) | $ / shares | $ 21.51 | |||||||
Number of shares of preferred stock converted into common stock | 422,222 | 563,832 | 72,500 | |||||
Number of shares of common stock issued upon conversion of preferred stock | 981,667 | 1,310,914 | 168,563 | |||||
Annual dividend (as a percent) | 4.875% | 4.875% | ||||||
Liquidation preference (in dollars per share) | $ / shares | $ 50 | |||||||
Series B Preferred Stock | ||||||||
Conversion ratio | 2.337 | |||||||
Conversion price (in dollars per share) | $ / shares | $ 21.40 | |||||||
Number of shares of preferred stock converted into common stock | 770,986 | 245,832 | ||||||
Number of shares of common stock issued upon conversion of preferred stock | 1,801,798 | 574,510 | ||||||
Number of shares of common stock to be issued if all preferred shares are converted | 5,868,235 | |||||||
Annual dividend (as a percent) | 6.50% | 6.50% | ||||||
Liquidation preference (in dollars per share) | $ / shares | $ 50 | |||||||
The "Comanche Assets" | ||||||||
Number of subsidiaries | subsidiary | 2 | |||||||
Area under agreement, gross (in acres) | a | 318,000 | |||||||
Area under agreement, net (in acres) | a | 155,000 | |||||||
Percentage of working interest | 49.00% | |||||||
The "Comanche Assets" | SN UnSub Preferred Units | GSO Capital Partners L.P. | ||||||||
Number of shares issued (in shares) | 485,000 | |||||||
The "Comanche Assets" | SN UnSub Preferred Units | Intrepid Private Equity V-A, LLC | ||||||||
Number of shares issued (in shares) | 15,000 | |||||||
Eagle Ford Shale | ||||||||
Area under agreement, gross (in acres) | a | 466,000 | |||||||
Area under agreement, net (in acres) | a | 264,000 | |||||||
Eagle Ford Shale | The "Comanche Assets" | ||||||||
Area under agreement, gross (in acres) | a | 252,000 | |||||||
Area under agreement, net (in acres) | a | 122,000 | |||||||
Pearsall Shale | The "Comanche Assets" | ||||||||
Area under agreement, gross (in acres) | a | 66,000 | |||||||
Area under agreement, net (in acres) | a | 33,000 |
Stockholders' and Mezzanine E_4
Stockholders' and Mezzanine Equity (Mezzanine Equity) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Stockholders' and Mezzanine Equity | ||
Mezzanine equity, beginning balance | $ 452,828 | $ 427,512 |
Accretion of discount | 7,033 | 25,316 |
Dividends accrued | 12,500 | 50,000 |
Dividends prepaid | (2,592) | |
Dividends/distributions paid | (47,408) | |
Mezzanine equity, ending balance | $ 472,361 | $ 452,828 |
Stockholders' and Mezzanine E_5
Stockholders' and Mezzanine Equity (EPS) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Earnings (Loss) Per Share | ||
Net loss | $ (67,342) | $ (4,815) |
Preferred stock dividends | (2,516) | (3,987) |
Preferred unit dividends and distributions | (12,500) | (9,908) |
Preferred unit amortization | (7,033) | (5,930) |
Net income allocable to participating securities | 0 | 0 |
Net loss attributable to common stockholders | $ (89,391) | $ (24,640) |
Weighted average number of shares used to calculate net loss attributable to common stockholders - basic | 91,663,000 | 80,919,000 |
Denominator for diluted income (loss) per common share | 91,663,000 | 80,919,000 |
Net loss per common share - basic and diluted (in dollars per share) | $ (0.98) | $ (0.30) |
Restricted stock | ||
Earnings (Loss) Per Share | ||
Anti-dilutive stock | 2,745,391 | 1,287,113 |
Common Stock | ||
Earnings (Loss) Per Share | ||
Anti-dilutive stock | 11,331,798 | 12,520,179 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Stock-Based Compensation | |||
Total stock-based compensation expense (benefit) | $ 273 | $ (1,273) | |
Additional disclosure related to compensation cost | |||
Closing price of common stock (in dollars per share) | $ 0.20 | ||
Restricted stock | |||
Additional disclosure related to compensation cost | |||
Unrecognized compensation costs | $ 500 | ||
Expected average period for recognition of unrecognized compensation costs | 2 years 11 days | ||
Restricted stock | Directors | |||
Stock-Based Compensation | |||
Total stock-based compensation expense (benefit) | $ 18 | 297 | |
Restricted stock | Non-employees | |||
Stock-Based Compensation | |||
Total stock-based compensation expense (benefit) | 75 | (204) | |
PARS | |||
Additional disclosure related to compensation cost | |||
Unrecognized compensation costs | $ 100 | ||
Expected average period for recognition of unrecognized compensation costs | 2 years 15 days | ||
PAPS | |||
Stock-Based Compensation | |||
Total stock-based compensation expense (benefit) | $ 132 | $ (898) | |
Additional disclosure related to compensation cost | |||
Unrecognized compensation costs | $ 500 | ||
Expected average period for recognition of unrecognized compensation costs | 2 years 1 month 6 days | ||
Restricted shares and PARS | |||
Number of Non-Vested Shares | |||
Non-vested shares, beginning of period (in shares) | 5,024,000 | 4,897,000 | 4,897,000 |
Granted (in shares) | 480,000 | ||
Vested (in shares) | (948,000) | (1,617,000) | |
Forfeited (in shares) | (128,000) | (76,000) | |
Non-vested shares, end of the period (in shares) | 3,948,000 | 3,684,000 | 5,024,000 |
Phantom stock shares and PAPS | |||
Number of Non-Vested Shares | |||
Non-vested shares, beginning of period (in shares) | 5,126,000 | 3,589,000 | 3,589,000 |
Granted (in shares) | 7,000 | 1,178,000 | |
Vested (in shares) | (892,000) | (715,000) | |
Forfeited (in shares) | (335,000) | (103,000) | |
Non-vested shares, end of the period (in shares) | 3,906,000 | 3,949,000 | 5,126,000 |
Performance awards | |||
Stock-Based Compensation | |||
Total stock-based compensation expense (benefit) | $ 48 | $ (468) | |
Additional disclosure related to compensation cost | |||
Unrecognized compensation costs | $ 100 | ||
Expected average period for recognition of unrecognized compensation costs | 2 years 8 months 23 days | ||
Target shares awarded (as a percent) | 0.00% | ||
PBPS awards | |||
Additional disclosure related to compensation cost | |||
Unrecognized compensation costs | $ 300 | ||
Expected average period for recognition of unrecognized compensation costs | 1 year 6 months 4 days | ||
Target shares awarded (as a percent) | 71.00% | ||
Stock-settled PBPS awards | |||
Number of Non-Vested Shares | |||
Granted (in shares) | 419,430 | ||
Cash-settled PBPS awards | |||
Number of Non-Vested Shares | |||
Granted (in shares) | 419,430 | ||
LTIP PLan | |||
Number of Non-Vested Shares | |||
Shares available for future issuance to participants | 8,300,000 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Taxes | ||
Effective tax rate (as a percent) | (0.70%) | 0.00% |
Federal statutory rate | 21.00% | 21.00% |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($)item | |
ASC 842 | |
Commitments and contingencies | |
Lease payment obligations | $ | $ 324,822 |
SN Catarina | |
Commitments and contingencies | |
Maximum number of wells to be drilled in each annual period | 50 |
Minimum number of wells to be drilled in accordance with agreement | 1 |
Consecutive period over which at least one well can be drilled in order to continue to maintain rights to any future undeveloped acreage | 120 days |
Number of wells that can be carried over to satisfy part of the well requirement in the subsequent annual period on a well-for-well basis | 30 |
SN Catarina | Annual drilling commitment period beginning July 1, 2019 | |
Commitments and contingencies | |
Number of wells that can be carried over to satisfy part of the well requirement in the subsequent annual period on a well-for-well basis | 12 |
Anadarko E&P Onshore, LLC | The "Comanche Assets" | |
Commitments and contingencies | |
Minimum number of wells to be drilled in accordance with agreement | 60 |
Number of wells that can be carried over to satisfy part of the well requirement in the subsequent annual period on a well-for-well basis | 30 |
Contingent per well default fee | $ | $ 200 |
Commitments and Contingencies_2
Commitments and Contingencies (Commitments) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Oil and Gas Delivery Commitments and Contracts [Line Items] | ||
Gathering and processing fees | $ 80,955 | $ 71,948 |
Lease payment obligations | 289,391 | |
Oil and natural gas production expenses | 80,955 | 71,948 |
Volume commitments | ||
Oil and Gas Delivery Commitments and Contracts [Line Items] | ||
Future commitments | 437,700 | |
Gathering and processing fees | 1,300 | 600 |
Oil and natural gas production expenses | 1,300 | $ 600 |
Volume commitments 2019 through 2021 | ||
Oil and Gas Delivery Commitments and Contracts [Line Items] | ||
Future commitments | 172,300 | |
Volume commitments 2022 through 2024 | ||
Oil and Gas Delivery Commitments and Contracts [Line Items] | ||
Future commitments | 128,800 | |
Volume commitments expiring after December 31, 2024 | ||
Oil and Gas Delivery Commitments and Contracts [Line Items] | ||
Future commitments | 136,600 | |
Natural gas | Volume commitments | ||
Oil and Gas Delivery Commitments and Contracts [Line Items] | ||
Future commitments | 52,000 | |
Natural gas | Volume commitments 2019 through 2021 | ||
Oil and Gas Delivery Commitments and Contracts [Line Items] | ||
Future commitments | 51,300 | |
Natural gas | Volume commitments 2022 through 2024 | ||
Oil and Gas Delivery Commitments and Contracts [Line Items] | ||
Future commitments | $ 700 |
Condensed Consolidating Finan_3
Condensed Consolidating Financial Information (Details) | Mar. 31, 2019 |
Ownership interest in subsidiaries (as a percent) | 100.00% |
7.75% Notes | |
Interest rate (as a percent) | 7.75% |
6.125% Notes | |
Interest rate (as a percent) | 6.125% |
Condensed Consolidating Finan_4
Condensed Consolidating Financial Information (BalanceSheet) (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Assets | ||||
Total current assets | $ 338,558 | $ 372,981 | ||
Total oil and natural gas properties, net | 2,307,968 | 2,359,125 | ||
Other assets | 400,037 | 87,854 | ||
Total assets | 3,046,563 | 2,819,960 | ||
Liabilities and Shareholders' Equity | ||||
Current liabilities | 392,158 | 348,299 | ||
Long-term liabilities | 2,669,331 | 2,463,356 | ||
Mezzanine equity | 472,361 | 452,828 | $ 427,512 | |
Total shareholders' equity (deficit) | (487,287) | (444,523) | $ (466,863) | $ (469,140) |
Total liabilities and stockholders' equity deficit | 3,046,563 | 2,819,960 | ||
Eliminations | ||||
Assets | ||||
Total current assets | (341,274) | (316,780) | ||
Investment in subsidiaries | (1,563,957) | (1,569,774) | ||
Total assets | (1,905,231) | (1,886,554) | ||
Liabilities and Shareholders' Equity | ||||
Current liabilities | (341,274) | (316,780) | ||
Total shareholders' equity (deficit) | (1,563,957) | (1,569,774) | ||
Total liabilities and stockholders' equity deficit | (1,905,231) | (1,886,554) | ||
Parent Company | ||||
Assets | ||||
Total current assets | 400,705 | 473,062 | ||
Total oil and natural gas properties, net | 59 | 36 | ||
Investment in subsidiaries | 1,571,237 | 1,577,054 | ||
Other assets | 47,578 | 22,917 | ||
Total assets | 2,019,579 | 2,073,069 | ||
Liabilities and Shareholders' Equity | ||||
Current liabilities | 160,396 | 155,396 | ||
Long-term liabilities | 2,232,143 | 2,203,546 | ||
Total shareholders' equity (deficit) | (372,960) | (285,873) | ||
Total liabilities and stockholders' equity deficit | 2,019,579 | 2,073,069 | ||
Combined Guarantor Subsidiaries | ||||
Assets | ||||
Total current assets | 155,396 | 69,934 | ||
Total oil and natural gas properties, net | 1,561,791 | 1,600,378 | ||
Other assets | 303,095 | 10,307 | ||
Total assets | 2,020,282 | 1,680,619 | ||
Liabilities and Shareholders' Equity | ||||
Current liabilities | 366,802 | 282,719 | ||
Long-term liabilities | 228,396 | 51,211 | ||
Total shareholders' equity (deficit) | 1,425,084 | 1,346,689 | ||
Total liabilities and stockholders' equity deficit | 2,020,282 | 1,680,619 | ||
Combined Non-Guarantor Subsidiaries | ||||
Assets | ||||
Total current assets | 123,731 | 146,765 | ||
Total oil and natural gas properties, net | 746,118 | 758,711 | ||
Investment in subsidiaries | (7,280) | (7,280) | ||
Other assets | 49,364 | 54,630 | ||
Total assets | 911,933 | 952,826 | ||
Liabilities and Shareholders' Equity | ||||
Current liabilities | 206,234 | 226,964 | ||
Long-term liabilities | 208,792 | 208,599 | ||
Mezzanine equity | 472,361 | 452,828 | ||
Total shareholders' equity (deficit) | 24,546 | 64,435 | ||
Total liabilities and stockholders' equity deficit | $ 911,933 | $ 952,826 |
Condensed Consolidating Finan_5
Condensed Consolidating Financial Information (IncomeStatement) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Condensed Income Statements, Captions [Line Items] | ||
Total revenues | $ 216,722 | $ 251,228 |
Total operating costs and expenses | (192,100) | (172,239) |
Other income (expense) | (91,528) | (83,804) |
Loss before income taxes | (66,906) | (4,815) |
Income tax expense | 436 | |
Net loss | (67,342) | (4,815) |
Eliminations | ||
Condensed Income Statements, Captions [Line Items] | ||
Total operating costs and expenses | 135 | 136 |
Other income (expense) | (135) | (136) |
Equity in income of subsidiaries | (8,625) | (77,484) |
Net loss | (8,625) | (77,484) |
Parent Company | ||
Condensed Income Statements, Captions [Line Items] | ||
Total operating costs and expenses | (15,708) | (15,531) |
Other income (expense) | (59,823) | (66,767) |
Loss before income taxes | (75,531) | (82,298) |
Income tax expense | 436 | |
Equity in income of subsidiaries | 8,625 | 77,484 |
Net loss | (67,342) | (4,814) |
Combined Guarantor Subsidiaries | ||
Condensed Income Statements, Captions [Line Items] | ||
Total revenues | 151,528 | 167,488 |
Total operating costs and expenses | (120,360) | (82,666) |
Other income (expense) | 68 | 503 |
Loss before income taxes | 31,236 | 85,325 |
Net loss | 31,236 | 85,325 |
Combined Non-Guarantor Subsidiaries | ||
Condensed Income Statements, Captions [Line Items] | ||
Total revenues | 65,194 | 83,740 |
Total operating costs and expenses | (56,167) | (74,178) |
Other income (expense) | (31,638) | (17,404) |
Loss before income taxes | (22,611) | (7,842) |
Net loss | $ (22,611) | $ (7,842) |
Condensed Consolidating Finan_6
Condensed Consolidating Financial Information (CashFlows) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash provided by (used in) operating activities | $ 66,158 | $ 84,519 |
Net cash provided by (used in) investing activities | (60,182) | (133,246) |
Net cash provided by (used in) financing activities | (2,891) | 414,337 |
Increase in cash and cash equivalents | 3,085 | 365,610 |
Cash and cash equivalents, beginning of period | 197,613 | 184,434 |
Cash and cash equivalents, end of period | 200,698 | 550,044 |
Eliminations | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash provided by (used in) investing activities | (33,484) | (27,660) |
Net cash provided by (used in) financing activities | 33,484 | 27,660 |
Parent Company | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash provided by (used in) operating activities | (69,395) | (67,504) |
Net cash provided by (used in) investing activities | 38,452 | 27,660 |
Net cash provided by (used in) financing activities | (5) | 428,331 |
Increase in cash and cash equivalents | (30,948) | 388,487 |
Cash and cash equivalents, beginning of period | 68,762 | 86,937 |
Cash and cash equivalents, end of period | 37,814 | 475,424 |
Combined Guarantor Subsidiaries | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash provided by (used in) operating activities | 158,774 | 112,330 |
Net cash provided by (used in) investing activities | (46,063) | (120,976) |
Net cash provided by (used in) financing activities | (92,028) | (20,400) |
Increase in cash and cash equivalents | 20,683 | (29,046) |
Cash and cash equivalents, beginning of period | 58,429 | 29,046 |
Cash and cash equivalents, end of period | 79,112 | |
Combined Non-Guarantor Subsidiaries | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash provided by (used in) operating activities | (23,221) | 39,693 |
Net cash provided by (used in) investing activities | (19,087) | (12,270) |
Net cash provided by (used in) financing activities | 55,658 | (21,254) |
Increase in cash and cash equivalents | 13,350 | 6,169 |
Cash and cash equivalents, beginning of period | 70,422 | 68,451 |
Cash and cash equivalents, end of period | $ 83,772 | $ 74,620 |
Variable Interest Entities (Det
Variable Interest Entities (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Mar. 01, 2017 |
Variable Interest Entity [Line Items] | ||||
Maximum exposure to loss | $ 12,166 | $ 11,189 | ||
Investments | 4,900 | $ 3,900 | ||
GRHL | ||||
Variable Interest Entity [Line Items] | ||||
Maximum exposure to loss | 7,300 | |||
SNMP | ||||
Variable Interest Entity [Line Items] | ||||
Maximum exposure to loss | 4,900 | 3,900 | ||
SN Comanche Manager | Class A Units | ||||
Variable Interest Entity [Line Items] | ||||
Total units authorized for issuance | 100 | |||
Recurring basis | SNMP | ||||
Variable Interest Entity [Line Items] | ||||
Investments | $ 4,886 | $ 3,909 |
Variable Interest Entities (Car
Variable Interest Entities (Carrying Amounts) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Variable Interest Entity [Line Items] | |||
Beginning Balance | $ 11,189 | $ 32,507 | |
Gain (loss) from change in fair value of investment in SNMP | 977 | (21,318) | |
Maximum exposure to loss | 12,166 | $ 11,189 | |
SNMP | |||
Variable Interest Entity [Line Items] | |||
Maximum exposure to loss | $ 4,900 | $ 3,900 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Millions | May 01, 2019 | Apr. 23, 2019 | Mar. 31, 2019 |
Stand by letter of credit | |||
Subsequent Event [Line Items] | |||
Borrowings | $ 17.1 | ||
Subsequent Events | SN UnSub Credit Agreement | |||
Subsequent Event [Line Items] | |||
Repayment of Credit Agreement | $ 3 | $ 3 | |
Borrowings | $ 159 |