Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | Apr. 29, 2019 | |
Document and Entity Information | ||
Entity Registrant Name | Extraction Oil & Gas, Inc. | |
Entity Central Index Key | 0001655020 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 162,849,212 | |
Entity Emerging Growth Company | false | |
Entity Small Business | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Current Assets: | ||
Cash and cash equivalents | $ 112,771,000 | $ 234,986,000 |
Accounts receivable | ||
Trade | 27,088,000 | 41,695,000 |
Oil, natural gas and NGL sales | 88,244,000 | 91,225,000 |
Inventory and prepaid expenses | 27,804,000 | 26,816,000 |
Commodity derivative asset | 226,000 | 48,907,000 |
Assets held for sale | 0 | 21,008,000 |
Total Current Assets | 256,133,000 | 464,637,000 |
Property and Equipment (successful efforts method), at cost: | ||
Proved oil and gas properties | 4,097,082,000 | 3,916,622,000 |
Unproved oil and gas properties | 613,153,000 | 609,284,000 |
Wells in progress | 130,135,000 | 144,323,000 |
Less: accumulated depletion, depreciation and amortization | (1,267,393,000) | (1,152,590,000) |
Net oil and gas properties | 3,572,977,000 | 3,517,639,000 |
Gathering systems and facilities | 173,333,000 | 114,469,000 |
Other property and equipment, net of accumulated depreciation | 47,386,000 | 39,849,000 |
Net Property and Equipment | 3,793,696,000 | 3,671,957,000 |
Non-Current Assets: | ||
Commodity derivative asset | 388,000 | 8,432,000 |
Other non-current assets | 46,782,000 | 21,001,000 |
Total Non-Current Assets | 47,170,000 | 29,433,000 |
Total Assets | 4,096,999,000 | 4,166,027,000 |
Current Liabilities: | ||
Accounts payable and accrued liabilities | 193,111,000 | 186,218,000 |
Revenue payable | 96,357,000 | 117,344,000 |
Production taxes payable | 57,025,000 | 57,516,000 |
Commodity derivative liability | 49,358,000 | 196,000 |
Accrued interest payable | 17,820,000 | 22,249,000 |
Asset retirement obligations | 15,189,000 | 15,729,000 |
Liabilities related to assets held for sale | 0 | 3,146,000 |
Total Current Liabilities | 428,860,000 | 402,398,000 |
Non-Current Liabilities: | ||
Credit facility | 325,000,000 | 285,000,000 |
Senior Notes, net of unamortized debt issuance costs | 1,097,970,000 | 1,132,659,000 |
Production taxes payable | 139,212,000 | 115,607,000 |
Commodity derivative liability | 5,876,000 | 0 |
Other non-current liabilities | 22,424,000 | 8,072,000 |
Asset retirement obligations | 54,849,000 | 54,062,000 |
Deferred tax liability | 80,176,000 | 109,176,000 |
Total Non-Current Liabilities | 1,725,507,000 | 1,704,576,000 |
Total Liabilities | 2,154,367,000 | 2,106,974,000 |
Series A Convertible Preferred Stock, $0.01 par value; 50,000,000 shares authorized; 185,280 issued and outstanding | 165,963,000 | 164,367,000 |
Stockholders' Equity: | ||
Common stock, $0.01 par value; 900,000,000 shares authorized; 175,861,466 and 172,059,814 issued and outstanding | 1,601,000 | 1,678,000 |
Treasury stock, at cost, 485,117 and 165,385 shares | (64,872,000) | (32,737,000) |
Additional paid-in capital | 2,157,923,000 | 2,153,661,000 |
Accumulated deficit | (469,820,000) | (375,788,000) |
Total Extraction Oil & Gas, Inc. Stockholders' Equity | 1,624,832,000 | 1,746,814,000 |
Noncontrolling interest—Note 1 | 151,837,000 | 147,872,000 |
Total Stockholders' Equity | 1,776,669,000 | 1,894,686,000 |
Total Liabilities and Stockholders' Equity | $ 4,096,999,000 | $ 4,166,027,000 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
Series A Convertible Preferred Stock | ||
Convertible Preferred Stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Convertible Preferred Stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Convertible Preferred Stock, shares issued (in shares) | 185,280 | 185,280 |
Convertible Preferred Stock, shares outstanding (in shares) | 185,280 | 185,280 |
Common stock, par value and other disclosures | ||
Common stock, Par value per share (in dollars per share) | $ 0.01 | $ 0.01 |
Common Stock, shares authorized (in shares) | 900,000,000 | 900,000,000 |
Common Stock, shares issued (in shares) | 171,893,157 | 171,834,605 |
Common Stock, shares outstanding (in shares) | 171,893,157 | 171,834,605 |
Treasury stock (in shares) | 165,385 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenues: | ||
Revenues | $ 221,917 | $ 230,215 |
Operating Expenses: | ||
Lease operating expenses | 21,857 | 20,703 |
Production taxes | 18,129 | 20,323 |
Exploration expenses | 6,194 | 7,267 |
Depletion, depreciation, amortization and accretion | 118,770 | 96,207 |
Impairment of long lived assets | 8,248 | 0 |
Gain on sale of oil and gas properties | (222) | 0 |
General and administrative expenses | 27,652 | 30,969 |
Total Operating Expenses | 210,993 | 183,008 |
Operating Income | 10,924 | 47,207 |
Other Income (Expense): | ||
Commodity derivatives loss | (122,091) | (50,328) |
Interest expense | (13,008) | (63,302) |
Other income | 1,143 | 328 |
Total Other Income (Expense) | (133,956) | (113,302) |
Loss Before Income Taxes | (123,032) | (66,095) |
Income tax benefit | 29,000 | 14,100 |
Net Loss | $ (94,032) | $ (51,995) |
Earnings Per Common Share | ||
Basic and diluted (in dollars per share) | $ (0.60) | $ (0.32) |
Weighted Average Common Shares Outstanding | ||
Basic and diluted (in shares) | 170,702 | 174,213 |
NGL sales | ||
Revenues: | ||
Revenues | $ 20,601 | $ 25,871 |
Natural gas sales | ||
Revenues: | ||
Revenues | 35,892 | 24,081 |
Oil Sales [Member] | ||
Revenues: | ||
Revenues | 165,424 | 180,263 |
Transportation and gathering | ||
Operating Expenses: | ||
Transportation and gathering | $ 10,365 | $ 7,539 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS' AND STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Treasury Stock | Additional Paid in Capital | Accumulated Deficit | Extraction Oil & Gas, Inc. Stockholders' Equity | Noncontrolling Interest [Member] |
Balance at beginning of period (in units or shares) at Dec. 31, 2017 | 172,060 | 165 | |||||
Balance at beginning of period at Dec. 31, 2017 | $ 1,616,765 | $ 1,718 | $ (2,105) | $ 2,114,795 | $ (497,643) | $ 1,616,765 | $ 0 |
CHANGES IN MEMBERS' AND STOCKHOLDERS' EQUITY | |||||||
Payments For Issuance of Preferred Stock Units | 0 | ||||||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | 2,794 | ||||||
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures | 15,721 | 15,721 | 15,721 | ||||
Series A Preferred Stock dividends | (2,721) | (2,721) | (2,721) | ||||
Accretion of beneficial conversion feature on Series A Preferred Stock | (1,438) | (1,438) | (1,438) | ||||
Treasury Stock, Shares, Acquired | 166 | ||||||
Treasury Stock, Value, Acquired, Cost Method | (2,309) | $ 0 | $ (2,309) | (2,309) | |||
Restricted Stock, Shares Issued Net of Shares for Tax Withholdings | 852 | ||||||
Payments Related to Tax Withholding for Share-based Compensation | (2,305) | (2,305) | (2,305) | ||||
Net loss | (51,995) | (51,995) | (51,995) | ||||
Balance at end of period (in units or shares) at Mar. 31, 2018 | 175,706 | 331 | |||||
Balance at end of period at Mar. 31, 2018 | 1,571,718 | $ 1,718 | $ (4,414) | 2,124,052 | (549,638) | 1,571,718 | 0 |
Balance at beginning of period (in units or shares) at Dec. 31, 2018 | 176,210 | 4,543 | |||||
Balance at beginning of period at Dec. 31, 2018 | 1,894,686 | $ 1,678 | $ (32,737) | 2,153,661 | (375,788) | 1,746,814 | 147,872 |
CHANGES IN MEMBERS' AND STOCKHOLDERS' EQUITY | |||||||
Payments For Issuance of Preferred Stock Units | (10) | 0 | 0 | (10) | |||
Preferred Units commitment fees and dividends paid-in-kind | 0 | (3,975) | (3,975) | 3,975 | |||
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures | 13,008 | 13,008 | 13,008 | ||||
Series A Preferred Stock dividends | (2,721) | (2,721) | (2,721) | ||||
Accretion of beneficial conversion feature on Series A Preferred Stock | (1,596) | (1,596) | (1,596) | ||||
Treasury Stock, Shares, Acquired | 7,824 | ||||||
Treasury Stock, Value, Acquired, Cost Method | (32,212) | $ (77) | $ (32,135) | (32,212) | |||
Restricted Stock, Shares Issued Net of Shares for Tax Withholdings | 270 | ||||||
Payments Related to Tax Withholding for Share-based Compensation | (454) | (454) | (454) | ||||
Net loss | (94,032) | (94,032) | (94,032) | ||||
Balance at end of period (in units or shares) at Mar. 31, 2019 | 176,480 | 12,367 | |||||
Balance at end of period at Mar. 31, 2019 | $ 1,776,669 | $ 1,601 | $ (64,872) | $ 2,157,923 | $ (469,820) | $ 1,624,832 | $ 151,837 |
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 | $ (94,032) | $ (51,995) |
Reconciliation of net loss to net cash provided by operating activities: | ||
Depletion, depreciation, amortization and accretion | 118,770 | 96,207 |
Abandonment and impairment of unproved properties | 3,893 | 3,923 |
Impairment of long lived assets | 8,248 | 0 |
Gain on sale of oil and gas properties | (222) | 0 |
Amortization of debt issuance costs | 1,498 | 10,442 |
Deferred rent | 0 | 785 |
Commodity derivatives loss | 122,091 | 50,328 |
Settlements on commodity derivatives | (3,538) | (22,293) |
Premiums paid on commodity derivatives | 0 | (12,117) |
Equity in earnings of unconsolidated affiliate | (338) | (339) |
Proceeds from Equity Method Investment, Distribution | 1,751 | 339 |
Debt Instrument, Make Whole Provision, Operating Activities | 0 | 35,600 |
Deferred income tax benefit | (29,000) | (14,100) |
Stock-based compensation | 13,008 | 15,721 |
Changes in current assets and liabilities: | ||
Accounts receivable—trade | 11,908 | (15,351) |
Accounts receivable—oil, natural gas and NGL sales | 2,981 | 1,627 |
Inventory and prepaid expenses | 136 | (353) |
Accounts payable and accrued liabilities | (10,638) | (24,046) |
Revenue payable | (21,506) | 26,660 |
Production taxes payable | 22,919 | 24,845 |
Accrued interest payable | (4,429) | (4,702) |
Asset retirement expenditures | (4,558) | (1,927) |
Net cash provided by operating activities | 134,111 | 119,254 |
Cash flows from investing activities: | ||
Oil and gas property additions | (188,027) | (258,069) |
Sale of oil and gas properties | 16,521 | 0 |
Payments To Acquire Gathering Systems And Facilities | (49,175) | (5,996) |
Other property and equipment additions | (8,213) | (1,157) |
Payments to Acquire Interest in Subsidiaries and Affiliates | (4,929) | 0 |
Proceeds from Equity Method Investment, Distribution, Return of Capital | 1,448 | 137 |
Net cash used in investing activities | (232,375) | (265,085) |
Cash flows from financing activities: | ||
Borrowings under credit facility | 65,000 | 245,000 |
Repayments of Lines of Credit | (25,000) | (235,000) |
Proceeds from Issuance of Senior Long-term Debt | 0 | 739,664 |
Early Repayment of Subordinated Debt | 0 | 550,000 |
Make-whole premium paid on 2021 Senior Notes | 0 | (35,600) |
Preferred Unit issuance Costs | (10) | |
Payments For Issuance of Preferred Stock Units | 10 | 0 |
Treasury Stock, Value, Acquired, Cost Method | (32,212) | (2,309) |
Payments Related to Tax Withholding for Share-based Compensation | (454) | (2,305) |
Dividends on Series A Preferred Stock | (2,721) | (2,721) |
Debt and equity issuance costs | (94) | (2,303) |
Net cash (used in) provided by financing activities | (23,951) | 154,426 |
Increase (decrease) in cash, cash equivalents and restricted cash | (122,215) | 8,595 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | 234,986 | 6,768 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | 112,771 | 15,363 |
Supplemental cash flow information: | ||
Property and equipment included in accounts payable and accrued liabilities | 143,168 | 137,443 |
Cash paid for interest | 25,265 | 24,534 |
Accretion of beneficial conversion feature of Series A Preferred Stock | $ 1,596 | $ 1,438 |
Business and Organization
Business and Organization | 3 Months Ended |
Mar. 31, 2019 | |
Limited Liability Company or Limited Partnership, Business Organization and Operations [Abstract] | |
Business and Organization | Business and Organization Extraction Oil & Gas, Inc. (the “Company” or “Extraction”) is an independent oil and gas company focused on the acquisition, development and production of oil, natural gas and NGL reserves in the Rocky Mountain region, primarily in the Wattenberg Field of the Denver-Julesburg Basin (the “DJ Basin”) of Colorado. The Company and its subsidiaries are focused on the acquisition, development and production of oil, natural gas and NGL reserves in the Rocky Mountain region, as well as the design and support of midstream assets to gather and process crude oil and gas production focused in the DJ Basin of Colorado. Extraction is a public company listed for trading on the NASDAQ Global Select Market under the symbol "XOG". Elevation Midstream, LLC (“Elevation”), a Delaware limited liability company and an unrestricted subsidiary of the Company, is focused on the construction of gathering systems and facilities operations to serve the development of acreage in the Company’s Hawkeye and Southwest Wattenberg areas. Midstream assets of Elevation are represented as the gathering systems and facilities line item within the condensed consolidated balance sheets. As of March 31, 2019 , these gathering systems and facilities operations are not in service, therefore, there are no associated revenues for the three months then ended. On November 19, 2018, the Company announced the Board of Directors had authorized a program to repurchase up to $100.0 million of the Company's common stock ("Stock Repurchase Program"). On April 1, 2019, the Company announced the Board of Directors had authorized an extension and increase in its ongoing Stock Repurchase Program ("Extended Stock Repurchase Program"). The Company had purchased approximately 13.0 million shares of its common stock for $63.2 million under the Stock Repurchase Program, prior to the Extended Stock Repurchase Program. The Company is authorized to repurchase an incremental $100.0 million in common stock from the date of the Extended Stock Repurchase Program, bringing the total amount authorized to be repurchased to approximately $163.2 million. The Company's Stock Repurchase Program does not obligate it to acquire any specific number of shares and will expire on December 31, 2019. The Company intends to conduct any open market stock repurchase activities in compliance with the safe harbor provisions of Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). During the three months ended March 31, 2019, the Company repurchased approximately 7.7 million shares of its common stock for $31.5 million . Subsequent to March 31, 2019 through the date of this filing, the Company repurchased approximately 1.3 million additional shares of its common stock for $5.5 million . |
Basis of Presentation, Signific
Basis of Presentation, Significant Accounting Policies and Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation, Significant Accounting Policies and Recent Accounting Pronouncements | Basis of Presentation, Significant Accounting Policies and Recent Accounting Pronouncements Basis of Presentation The unaudited condensed consolidated financial statements include the accounts of the Company, including its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The financial statements included herein were prepared from the records of the Company in accordance with generally accepted accounting principles in the United States (“GAAP”) and the Securities and Exchange Commission rules and regulation for interim financial reporting. In the opinion of management, all adjustments, consisting primarily of normal recurring accruals that are considered necessary for a fair statement of the condensed consolidated financial information, have been included. However, operating results for the period presented are not necessarily indicative of the results that may be expected for a full year. Interim condensed consolidated financial statements and the year-end balance sheet do not include all of the information and notes required by GAAP for audited annual consolidated financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes included in the Company’s Annual Report. Significant Accounting Policies The significant accounting policies followed by the Company are set forth in Note 2 to the Company’s consolidated financial statements in its Annual Report and are supplemented by the notes to the unaudited condensed consolidated financial statements in this report. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report. Leases The Company accounts for leases in accordance with Accounting Standards Codification ("ASC") 842, Leases , which it adopted on January 1, 2019, applying the modified retrospective transition approach as of the effective date of adoption (see "Recent Accounting Pronouncements" for impacts of adoption). The Company enters into operating leases for certain drilling equipment, completions equipment, equipment ancillary to drilling and completions, office facilities, compressors and office equipment. Under ASC 842, a contract is or contains a lease when (i) the contract contains an explicitly or implicitly identified asset and (ii) the customer obtains substantially all of the economic benefits from the use of that underlying asset and directs how and for what purpose the asset is used during the term of the contract in exchange for consideration. The Company assess whether an arrangement is or contains a lease at inception of the contract. All leases (operating leases), other than those that qualify for the short-term recognition exemption, are recognized as of the lease commencement date on the balance sheet as a liability for its obligation related to the lease and a corresponding asset representing its right to use the underlying asset over the period of use. The Company's leases have remaining terms up to nine years. Certain of our lease agreements contain options to extend or early terminate the agreement. The lease term used to calculate the lease asset and liability at commencement includes options to extend or terminate the lease when it is reasonably certain that we will exercise that option. When determining whether it is reasonably certain that the Company will exercise an option at commencement, it considers various economic factors, including capital expenditure strategies, the nature, length, and underlying terms of the agreement, as well as the uncertainty of the condition of leased equipment at the end of the lease term. Based on these determinations, the Company generally determines that the exercise of renewal options would not be reasonably certain in determining the expected lease term for leases, other than certain operating compressor leases. The discount rate used to calculate the present value of the future minimum lease payments is the rate implicit in the lease, when readily determinable. As the Company's leases generally do not provide an implicit rate, the Company uses its incremental borrowing rate based on its revolving credit facility, which includes consideration of the nature, term, and geographic location of the leased asset. Certain of the Company's leases include variable lease payments, including payments that depend on an index or rate, as well as variable payments for items such as property taxes, insurance, maintenance, and other operating expenses associated with leased assets. Payments that vary based on an index or rate are included in the measurement of the Company's lease assets and liabilities at the rate as of the commencement date. All other variable lease payments are excluded from the measurement of the Company's lease assets and liabilities and are recognized in the period in which the obligation for those payments is incurred. The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Company has elected, for all classes of underlying assets, to not apply the balance sheet recognition requirements of ASC 842 to leases with a term of one year or less, and instead, recognize the lease payments in the unaudited condensed consolidated statements of operations on a straight-line basis over the lease term. The Company has also made the election, for its certain drilling equipment, completions equipment, equipment ancillary to drilling and completions, compressors and office equipment classes of underlying assets, to account for lease and non-lease components in a contract as a single lease component. For the three months ended March 31, 2019, lease costs, which represent the straight-line lease expense of right-of-use ("ROU") assets and short-term leases, were as follows (in thousands): Three Months Ended March 31, 2019 Lease Costs included in the Condensed Consolidated Balance Sheets Proved oil and gas properties, including drilling, completions and ancillary equipment (1) $ 57,200 Lease Costs included in the Condensed Consolidated Statements of Operations Lease operating expenses (2) $ 5,792 General and administrative expenses (3) 804 Total operating lease costs 6,596 Total lease costs $ 63,796 (1) Represents short-term lease capital expenditures related to drilling rigs, completions equipment and other equipment ancillary to the drilling and completion of wells. (2) Includes $2.1 million of lease costs and $0.1 million of variable costs associated with operating leases. (3) Includes $0.4 million of lease costs and $0.3 million of variable costs associated with operating leases, as well as $0.1 million of sublease income. Supplemental cash flow information related to operating leases for the three months ended March 31, 2019, was as follows (in thousands): Three Months Ended March 31, 2019 Cash paid for amounts included in the measurements of lease liabilities Operating cash flows from operating leases $ (2,852 ) Right-of-use assets obtained in exchange for lease obligations Operating leases $ 283 Supplemental balance sheet information related to operating leases as of March 31, 2019, were as follows (in thousands, except lease term and discount rate): Classification As of March 31, 2019 Operating Leases Operating lease right-of-use assets Other non-current assets $ 23,877 Current operating lease liabilities Accounts payable and accrued liabilities 9,987 Non-current operating lease liabilities Other non-current liabilities 19,628 Total operating lease liabilities $ 29,615 Weighted Average Remaining Lease Term in Years Operating Leases 5.8 Weighted Average Discount Rate Operating Leases 4.7 % As of March 31, 2019, the Company had an insignificant amount of additional operating leases that have not yet commenced, of which none included involvement with the construction or design of the underlying asset. Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, which requires lessee recognition on the balance sheet of a right of use asset and a lease liability, initially measured at the present value of the lease payments. It further requires recognition in the income statement of a single lease cost, calculated so that the cost of the lease is allocated over the lease term on a generally straight-line basis. Finally, it requires classification of all cash payments within operating activities in the statements of cash flows. It is effective for fiscal years commencing after December 15, 2018. The FASB subsequently issued ASU No. 2017-13, ASU No. 2018-01, ASU No. 2018-10, ASU No. 2018-11 and ASU No. 2019-01, which provided additional implementation guidance. The Company adopted the accounting standard using a modified retrospective transition approach, which applies the provisions of the new guidance at the effective date without adjusting the comparative periods presented. The Company has elected the package of practical expedients permitted under the transition guidance with the new standard, which among other things, requires no reassessment of whether existing contracts are or contain leases as well as no reassessment of lease classification for existing leases upon adoption. The Company has also elected the optional practical expedient permitted under the transition guidance within the new standard related to land easements that allows it to carry forward its current accounting treatment for land easements on existing agreements upon adoption. The Company made an accounting policy election to keep leases with an initial term of twelve months or less off of the consolidated balance sheet. The adoption of this guidance resulted in the recognition of right-of-use ("ROU") assets of approximately $26.3 million , and current and non-current lease liabilities for operating leases of approximately $10.1 million and $21.1 million , respectively, as of January 1, 2019, including immaterial reclassifications of prepaid rent, deferred rent and lease incentive liability balances. The adoption of this guidance did not have a material impact to the Company's cash flows from operating, investing, or financing activities. In August 2018, the FASB issued Accounting Standards Update ASU No. 2018-13, which improves the disclosure requirements on fair value measurements. For public entities, the new guidance is effective for fiscal years beginning after December 15, 2019, including interim reporting periods within that reporting period. The Company is currently evaluating this new standard to determine the potential impact to its financial statements and related disclosures. Other than as disclosed above or in the Company’s Annual Report, there are no other accounting standards applicable to the Company that would have a material effect on the Company’s consolidated financial statements and related disclosures that have been issued but not yet adopted by the Company through the date of this filing. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions and Divestitures March 2019 Divestiture On March 27, 2019, the Company completed the sale of its interests in approximately 5,000 net acres of leasehold and producing properties for aggregate sales proceeds of approximately $22.4 million . The effective date for the March 2019 Divestiture was July 1, 2018 with purchase price adjustments calculated as of the closing date of $5.9 million , resulting in net proceeds of $16.5 million . No gain or loss was recognized for the March 2019 Divestiture. The Company continues to explore divestitures, as part of our ongoing initiative to divest of non-strategic assets. December 2018 Divestitures In December 2018, the Company completed various sales of its interests in approximately 31,200 net acres of leasehold and primarily non-producing properties, for aggregate sales proceeds of approximately $8.5 million , subject to customary purchase price adjustments, and recognized a loss of $6.1 million for the year ended December 31, 2018. August 2018 Divestiture On August 3, 2018, Elevation received proceeds of $83.6 million and recognized a gain of $83.6 million for the year ended December 31, 2018, upon the sale of assets of DJ Holdings, LLC, a subsidiary of Discovery Midstream Partners, LP, of which Elevation held a 10% membership interest. The Company acquired its interest in exchange for the contribution of an acreage dedication, which is considered a nonfinancial asset. April 2018 Divestitures In April 2018, the Company completed various sales of its interests in approximately 15,100 net acres of leasehold and primarily non-producing properties for aggregate sales proceeds of approximately $72.3 million and recognized a gain of $59.3 million for the year ended December 31, 2018. April 2018 Acquisition On April 19, 2018, the Company acquired an unaffiliated oil and gas company's interest in approximately 1,000 net acres of non-producing leasehold primarily located in Arapahoe County, Colorado, (the "April 2018 Acquisition"). Upon closing the seller received approximately $9.4 million in cash. This transaction has been accounted for as an asset acquisition. The acquisition provided new development opportunities in the Core DJ Basin. January 2018 Acquisition On January 8, 2018, the Company acquired an unaffiliated oil and gas company's interest in approximately 1,200 net acres of non-producing leasehold located in Arapahoe County, Colorado, (the "January 2018 Acquisition"). Upon closing the seller received approximately $11.6 million in cash. This transaction has been accounted for as an asset acquisition. The acquisition provided new development opportunities in the Core DJ Basin. |
Long Term Debt
Long Term Debt | 3 Months Ended |
Mar. 31, 2019 | |
Debt Instrument [Line Items] | |
Long-Term Debt | Long‑Term Debt As of the dates indicated, the Company’s long‑term debt consisted of the following (in thousands): March 31, December 31, Credit facility due August 16, 2022 (or an earlier time as set forth in the credit facility) $ 325,000 $ 285,000 2024 Senior Notes due May 15, 2024 400,000 400,000 2026 Senior Notes due February 1, 2026 714,223 750,000 Unamortized debt issuance costs on Senior Notes (16,253 ) (17,341 ) Total long-term debt 1,422,970 1,417,659 Less: current portion of long-term debt — — Total long-term debt, net of current portion $ 1,422,970 $ 1,417,659 Credit Facility In August 2017, the Company entered into an amendment and restatement of its existing credit facility (prior to amendment and restatement, the "Prior Credit Facility"), to provide aggregate commitments of $1.5 billion with a syndicate of banks, which is subject to a borrowing base. The credit facility matures on the earlier of (a) August 16, 2022, (b) April 15, 2021, if (and only if) (i) the Series A Preferred Stock of the Company (the "Series A Preferred Stock") have not been converted into common equity or redeemed prior to April 15, 2021, and (ii) prior to April 15, 2021, the maturity date of the Series A Preferred Stock has not been extended to a date that is no earlier than six months after August 16, 2022 or (c) the earlier termination in whole of the commitments. No principal payments are generally required until the credit agreement matures or in the event that the borrowing base falls below the outstanding balance. In January 2019, the Company amended its revolving credit facility to permit prepayments and redemptions of its unsecured bonds, subject to certain term, conditions and financial thresholds. As of March 31, 2019 , the credit facility was subject to a borrowing base of $1.2 billion , subject to current elected commitments of $650.0 million . As of March 31, 2019 and December 31, 2018 , the Company had outstanding borrowings of $325.0 million and $285.0 million , respectively. As of March 31, 2019 and December 31, 2018 , the Company had standby letters of credit of $35.7 million , which reduces the availability of the undrawn borrowing base. At March 31, 2019 , the undrawn balance under the credit facility was $325.0 million . As of the date of this filing, the Company has $375.0 million borrowings outstanding under the credit facility. The amount available to be borrowed under the Company's revolving credit facility is subject to a borrowing base that is redetermined semiannually on each May 1 and November 1, and will depend on the volumes of the Company's proved oil and gas reserves and estimated cash flows from these reserves and other information deemed relevant by the administrative agent under the Company's revolving credit facility. Interest on the credit facility is payable at one of the following two variable rates as selected by the Company: a base rate based on the Prime Rate or the Eurodollar rate, based on LIBOR. Either rate is adjusted upward by an applicable margin, based on the utilization percentage of the facility as outlined in the pricing grid below. Additionally, the credit facility provides for a commitment fee of 0.375% to 0.50% , depending on borrowing base usage. The grid below shows the Base Rate Margin and Eurodollar Margin depending on the applicable Borrowing Base Utilization Percentage (as defined in the credit facility) as of the date of this filing: Borrowing Base Utilization Grid Borrowing Base Utilization Percentage Utilization Eurodollar Margin Base Rate Margin Commitment Fee Rate Level 1 < 25% 1.50 % 0.50 % 0.375 % Level 2 ≥ 25% < 50% 1.75 % 0.75 % 0.375 % Level 3 ≥ 50% < 75% 2.00 % 1.00 % 0.500 % Level 4 ≥ 75% < 90% 2.25 % 1.25 % 0.500 % Level 5 ≥ 90% 2.50 % 1.50 % 0.500 % The credit facility contains representations, warranties, covenants, conditions and defaults customary for transactions of this type, including but not limited to: (i) limitations on liens and incurrence of debt covenants; (ii) limitations on dividends, distributions, redemptions and restricted payments covenants; (iii) limitations on investments, loans and advances covenants; and (iv) limitations on the sale of property, mergers, consolidations and other similar transactions covenants. Additionally, the credit facility limits the Company entering into hedges in excess of 85% of its anticipated production volumes. The credit facility also contains financial covenants requiring the Company to comply with a current ratio of its consolidated current assets (includes availability under the revolving credit facility and unrestricted cash and excludes derivative assets) to its consolidated current liabilities (excludes obligations under the revolving credit facility, senior notes and certain derivative liabilities), of not less than 1.0 to 1.0 and to maintain, on the last day of each quarter, a ratio of consolidated debt less cash balances to its consolidated EBITDAX (EBITDAX is defined as net income adjusted for certain cash and non-cash items including DD&A, exploration expense, gains/losses on derivative instruments, amortization of certain debt issuance costs, non-cash compensation expense, interest expense and prepayment premiums on extinguishment of debt) for the four fiscal quarter period most recently ended, of not greater than 4.0 : 1.0 . The Company was in compliance with all financial covenants under the credit facility as of March 31, 2019 and through the filing of this report. Any borrowings under the credit facility are collateralized by substantially all of the assets of the Company and certain of its subsidiaries, including oil and gas properties, personal property and the equity interests of those subsidiaries. The Company has entered into oil and natural gas hedging transactions with several counterparties that are also lenders under the credit facility. The Company’s obligations under these hedging contracts are secured by the collateral securing the credit facility. Elevation is a separate entity and the assets and credit of Elevation are not available to satisfy the debts and other obligations of the Company or its other subsidiaries. As of March 31, 2019, $90.9 million of cash was held by Elevation and is earmarked for construction of pipeline infrastructure to serve the development of acreage in its Hawkeye and Southwest Wattenberg areas. 2021 Senior Notes In July 2016, the Company issued at par $550.0 million principal amount of 7.875% Senior Notes due July 15, 2021 (the “2021 Senior Notes” and the offering, the “2021 Senior Notes Offering”). The 2021 Senior Notes bore an annual interest rate of 7.875% . The interest on the 2021 Senior Notes was payable on January 15 and July 15 of each year commencing on January 15, 2017. The Company received net proceeds of approximately $537.2 million after deducting discounts and fees. Concurrent with the 2026 Senior Notes Offering (as defined below), the Company commenced a cash tender offer to purchase any and all of its 2021 Senior Notes. On January 24, 2018, the Company received approximately $500.6 million aggregate principal amount of the 2021 Senior Notes which were validly tendered (and not validly withdrawn). As a result, on January 25, 2018, the Company made a cash payment of approximately $534.2 million , which includes a principal of approximately $500.6 million , a make-whole premium of approximately $32.6 million and accrued and unpaid interest of approximately $1.0 million . On February 17, 2018, the Company redeemed approximately $49.4 million aggregate principal amount of the 2021 Senior Notes that remained outstanding after the Tender Offer and made a cash payment of approximately $52.7 million to the remaining holders of the 2021 Senior Notes, which included a make-whole premium of $3.0 million and accrued and unpaid interest of approximately $0.3 million . 2024 Senior Notes In August 2017, the Company issued at par $400.0 million principal amount of 7.375% Senior Notes due May 15, 2024 (the “2024 Senior Notes” and the offering, the “2024 Senior Notes Offering”). The 2024 Senior Notes bear an annual interest rate of 7.375% . The interest on the 2024 Senior Notes is payable on May 15 and November 15 of each year which commenced on November 15, 2017. The Company received net proceeds of approximately $392.6 million after deducting fees. The Company's 2024 Senior Notes are its senior unsecured obligations and rank equally in right of payment with all of its other senior indebtedness and senior to any of its subordinated indebtedness. The Company's 2024 Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by certain of the Company's current subsidiaries and by certain future restricted subsidiaries that guarantees its indebtedness under a credit facility (the “2024 Senior Note Guarantors”). The notes are effectively subordinated to all of the Company's secured indebtedness (including all borrowings and other obligations under its revolving credit facility) to the extent of the value of the collateral securing such indebtedness, and structurally subordinated in right of payment to all existing and future indebtedness and other liabilities (including trade payables) of any of its future subsidiaries that do not guarantee the notes. The 2024 Senior Notes also contain affirmative and negative covenants that, among other things, limit the Company's and the Guarantors' ability to make investments; declare or pay any dividend or make any other payment to holders of the Company’s or any of its Guarantors’ equity interests; repurchase or redeem any equity interests of the Company; repurchase or redeem subordinated indebtedness; incur additional indebtedness or issue preferred stock; create liens; sell assets; enter into agreements that restrict dividends or other payments by restricted subsidiaries; consolidate, merge or transfer all or substantially all of the assets of the Company; engage in transactions with the Company's affiliates; engage in any business other than the oil and gas business; and create unrestricted subsidiaries. The indenture governing the 2024 Senior Notes (the “2024 Senior Notes Indenture”) also contains customary events of default. Upon the occurrence of events of default arising from certain events of bankruptcy or insolvency, the 2024 Senior Notes shall become due and payable immediately without any declaration or other act of the trustee or the holders of the 2024 Senior Notes. Upon the occurrence of certain other events of default, the trustee or the holders of at least 25% in aggregate principal amount of the then outstanding 2024 Senior Notes may declare all outstanding 2024 Senior Notes to be due and payable immediately. 2026 Senior Notes In January 2018, the Company issued at par $750.0 million principal amount of 5.625% Senior Notes due February 1, 2026 (the “2026 Senior Notes” and the offering, the “2026 Senior Notes Offering”). The 2026 Senior Notes bear an annual interest rate of 5.625% . The interest on the 2026 Senior Notes is payable on February 1 and August 1 of each year commencing on August 1, 2018. The Company received net proceeds of approximately $737.9 million after deducting fees. The Company used $534.2 million of the net proceeds from the 2026 Senior Notes Offering to fund the tender offer for its 2021 Senior Notes, $52.7 million to redeem any 2021 Senior Notes not tendered and the remainder for general corporate purposes. The Company's 2026 Senior Notes are the Company's senior unsecured obligations and rank equally in right of payment with all of the Company's other senior indebtedness and senior to any of the Company's subordinated indebtedness. The Company's 2026 Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by certain of the Company's current subsidiaries and by certain future restricted subsidiaries that guarantee the Company's indebtedness under a credit facility. The 2026 Senior Notes are effectively subordinated to all of the Company's secured indebtedness (including all borrowings and other obligations under the Company's revolving credit facility) to the extent of the value of the collateral securing such indebtedness, and structurally subordinated in right of payment to all existing and future indebtedness and other liabilities (including trade payables) of certain of the Company's future restricted subsidiaries that do not guarantee the 2026 Senior Notes. The 2026 Senior Notes also contain affirmative and negative covenants that, among other things, limit the Company’s and the Guarantors’ ability to make investments; declare or pay any dividend or make any other payment to holders of the Company’s or any of its Guarantors’ equity interests; repurchase or redeem any equity interests of the Company; repurchase or redeem subordinated indebtedness; incur additional indebtedness or issue preferred stock; create liens; sell assets; enter into agreements that restrict dividends or other payments by restricted subsidiaries; consolidate, merge or transfer all or substantially all of the assets of the Company; engage in transactions with the Company’s affiliates; engage in any business other than the oil and gas business; and create unrestricted subsidiaries. The indenture governing the 2026 Senior Notes (the “2026 Senior Notes Indenture”) also contains customary events of default. Upon the occurrence of events of default arising from certain events of bankruptcy or insolvency, the 2026 Senior Notes shall become due and payable immediately without any declaration or other act of the trustee or the holders of the 2026 Senior Notes. Upon the occurrence of certain other events of default, the trustee or the holders of at least 25% in aggregate principal amount of the then outstanding 2026 Senior Notes may declare all outstanding 2026 Senior Notes to be due and payable immediately. Debt Issuance Costs As of March 31, 2019 , the Company had debt issuance costs, net of accumulated amortization, of $3.0 million related to its credit facility which has been reflected on the Company’s balance sheet within the line item other non‑current assets. As of March 31, 2019 , the Company had debt issuance costs, net of accumulated amortization, of $16.3 million related to its 2024 and 2026 Senior Notes (collectively, the "Senior Notes") which has been reflected on the Company's consolidated balance sheet within the line item Senior Notes, net of unamortized debt issuance costs. Debt issuance costs include origination, legal, engineering and other fees incurred in connection with the Company’s credit facility and Senior Notes. For the three months ended March 31, 2019 , the Company recorded amortization expense related to debt issuance costs of $1.5 million as compared to $10.4 million for the three months ended March 31, 2018 . Debt issuance costs for the three months ended March 31, 2018 included $9.4 million of acceleration of amortization expense upon the repayment of the Company's 2021 Senior Notes. The repayment of the Company's 2021 Senior Notes had no impact to amortization expense for the three months ended March 31, 2019 . Interest Incurred on Long‑Term Debt For the three months ended March 31, 2019 , the Company incurred interest expense on long‑term debt of $20.8 million as compared to $19.9 million for the three months ended March 31, 2018 . For the three months ended March 31, 2019 , the Company capitalized interest expense on long term debt of $2.0 million as compared to $2.6 million for the three months ended March 31, 2018 , which has been reflected in the Company’s condensed consolidated financial statements. Also included in interest expense for the three months ended March 31, 2018 was a make-whole premium of $35.6 million related to the Company's repayment of its 2021 Senior Notes in January and February 2018. The repayment of the Company's 2021 Senior Notes had no impact to interest expense for the three months ended March 31, 2019 . Senior Note Repurchase Program On January 4, 2019, the Board of Directors authorized a program, subject to the amendment to the Company's revolving credit facility, to repurchase up to $100.0 million of the Company’s Senior Notes. The Company’s Senior Notes Repurchase Program does not obligate it to acquire any specific nominal amount of Senior Notes. For the three months ended March 31, 2019, the Company repurchased 2026 Senior Notes with a nominal value of $35.8 million for $28.5 million in connection with the Senior Notes Repurchase Program. Interest expense for the three months ended March 31, 2019 included $7.3 million of gain on debt repurchase, related to the Company's Senior Note Repurchase Program. The Senior Note Repurchase Program had no impact to interest expense for three months ended March 31, 2018 . Subsequent to March 31, 2019 through the date of this filing, the Company repurchased 2026 Senior Notes with a nominal value of $11.0 million for $8.4 million in connection with the Senior Notes Repurchase Program. |
Commodity Derivative Instrument
Commodity Derivative Instruments | 3 Months Ended |
Mar. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Commodity Derivative Instruments | Commodity Derivative Instruments The Company has entered into commodity derivative instruments, as described below. The Company has utilized swaps, put options and call options to reduce the effect of price changes on a portion of the Company’s future oil and natural gas production. A swap has an established fixed price. When the settlement price is below the fixed price, the counterparty pays the Company an amount equal to the difference between the settlement price and the fixed price multiplied by the hedged contract volume. When the settlement price is above the fixed price, the Company pays its counterparty an amount equal to the difference between the settlement price and the fixed price multiplied by the hedged contract volume. A put option has an established floor price. The buyer of the put option pays the seller a premium to enter into the put option. When the settlement price is below the floor price, the seller pays the buyer an amount equal to the difference between the settlement price and the strike price multiplied by the hedged contract volume. When the settlement price is above the floor price, the put option expires worthless. Some of the Company’s purchased put options have deferred premiums. For the deferred premium puts, the Company agrees to pay a premium to the counterparty at the time of settlement. A call option has an established ceiling price. The buyer of the call option pays the seller a premium to enter into the call option. When the settlement price is above the ceiling price, the seller pays the buyer an amount equal to the difference between the settlement price and the strike price multiplied by the hedged contract volume. When the settlement price is below the ceiling price, the call option expires worthless. The Company combines swaps, purchased put options, purchased call options, sold put options and sold call options in order to achieve various hedging strategies. Some examples of the Company’s hedging strategies are collars which include purchased put options and sold call options, three-way collars which include purchased put options, sold put options and sold call options, and enhanced swaps, which include either sold put options or sold call options with the associated premiums rolled into an enhanced fixed price swap. The objective of the Company’s use of commodity derivative instruments is to achieve more predictable cash flows in an environment of volatile oil and gas prices and to manage its exposure to commodity price risk. While the use of these commodity derivative instruments limits the downside risk of adverse price movements, such use may also limit the Company’s ability to benefit from favorable price movements. The Company may, from time to time, add incremental derivatives to hedge additional production, restructure existing derivative contracts or enter into new transactions to modify the terms of current contracts in order to realize the current value of the Company’s existing positions. The Company does not enter into derivative contracts for speculative purposes. The use of derivatives involves the risk that the counterparties to such instruments will be unable to meet the financial terms of such contracts. The Company’s derivative contracts are currently with eleven counterparties. The Company has netting arrangements with the counterparties that provide for the offset of payables against receivables from separate derivative arrangements with the counterparties in the event of contract termination. The derivative contracts may be terminated by a non-defaulting party in the event of default by one of the parties to the agreement. There are no credit risk related contingent features or circumstances in which the features could be triggered in derivative instruments that are in a net liability position at the end of the reporting period. The Company’s commodity derivative contracts as of March 31, 2019 are summarized below: 2019 2020 2021 NYMEX WTI Crude Swaps: Notional volume (Bbl) 5,550,000 2,400,000 — Weighted average fixed price ($/Bbl) $ 55.69 $ 60.01 $ — NYMEX WTI Crude Purchased Puts: Notional volume (Bbl) 4,200,000 8,100,000 1,200,000 Weighted average purchased put price ($/Bbl) $ 53.34 $ 54.30 $ 55.00 NYMEX WTI Crude Sold Calls: Notional volume (Bbl) 4,200,000 8,100,000 1,200,000 Weighted average sold call price ($/Bbl) $ 61.68 $ 61.75 $ 63.05 NYMEX WTI Crude Sold Puts: Notional volume (Bbl) 6,175,000 10,500,000 1,200,000 Weighted average sold put price ($/Bbl) $ 41.45 $ 42.51 $ 43.00 NYMEX HH Natural Gas Swaps: Notional volume (MMBtu) 27,000,000 11,400,000 — Weighted average fixed price ($/MMBtu) $ 2.75 $ 2.74 $ — NYMEX HH Natural Gas Purchased Puts: Notional volume (MMBtu) — 600,000 — Weighted average purchased put price ($/MMBtu) $ — $ 2.90 $ — NYMEX HH Natural Gas Sold Calls: Notional volume (MMBtu) — 600,000 — Weighted average sold call price ($/MMBtu) $ — $ 3.48 $ — CIG Basis Gas Swaps: Notional volume (MMBtu) 28,800,000 21,600,000 $ — Weighted average fixed basis price ($/MMBtu) $ (0.74 ) $ (0.62 ) — The following tables detail the fair value of the Company’s derivative instruments, including the gross amounts and adjustments made to net the derivative instruments for the presentation in the condensed consolidated balance sheets (in thousands): As of March 31, 2019 Location on Balance Sheet Gross Amounts of Recognized Assets and Liabilities Gross Amounts Offsets in the Balance Sheet (1) Net Amounts of Assets and Liabilities Presented in the Balance Sheet Gross Amounts not Offset in the Balance Sheet (2) Net Amounts (3) Current assets (4) $ 42,708 $ (42,482 ) $ 226 $ (388 ) $ 226 Non-current assets $ 44,196 $ (43,808 ) $ 388 $ — $ — Current liabilities (4) $ (91,840 ) $ 42,482 $ (49,358 ) $ 388 $ (54,846 ) Non-current liabilities $ (49,684 ) $ 43,808 $ (5,876 ) $ — $ — As of December 31, 2018 Location on Balance Sheet Gross Amounts of Recognized Assets and Liabilities Gross Amounts Offsets in the Balance Sheet (1) Net Amounts of Assets and Liabilities Presented in the Balance Sheet Gross Amounts not Offset in the Balance Sheet (2) Net Amounts (3) Current assets (5) $ 115,852 $ (66,945 ) $ 48,907 $ (192 ) $ 57,147 Non-current assets $ 17,217 $ (8,785 ) $ 8,432 $ — $ — Current liabilities (5) $ (67,141 ) $ 66,945 $ (196 ) $ 192 $ (4 ) Non-current liabilities $ (8,785 ) $ 8,785 $ — $ — $ — (1) Agreements are in place with all of the Company’s financial trading counterparties that allow for the financial right of offset for derivative assets and derivative liabilities at settlement or in the event of a default under the agreements. (2) Netting for balance sheet presentation is performed by current and non‑current classification. This adjustment represents amounts subject to an enforceable master netting arrangement, which are not netted on the condensed consolidated balance sheets. There are no amounts of related financial collateral received or pledged. (3) Net amounts are not split by current and non‑current. All counterparties in a net asset position are shown in the current asset line item and all counterparties in a net liability position are shown in the current liability line item. (4) Gross current liabilities include a deferred premium liability of $5.6 million related to the Company's deferred premiums. Gross current assets include a deferred premium asset of $0.8 million related to the Company's deferred premiums. (5) Gross current liabilities include a deferred premium liability of $7.7 million related to the Company's deferred put premiums. Gross current assets include a deferred premium asset of $0.8 million related to the Company's deferred put premiums. The table below sets forth the commodity derivatives loss for the three months ended March 31, 2019 and 2018 (in thousands). Commodity derivatives loss is included under the other income (expense) line item in the condensed consolidated statements of operations. For the Three Months Ended March 31, 2019 2018 Commodity derivatives loss $ (122,091 ) $ (50,328 ) |
Asset Retirement Obligations
Asset Retirement Obligations | 3 Months Ended |
Mar. 31, 2019 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligations | Asset Retirement Obligations The Company follows accounting for asset retirement obligations in accordance with ASC 410, Asset Retirement and Environmental Obligations , which requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it was incurred if a reasonable estimate of fair value could be made. The Company’s asset retirement obligations primarily represent the estimated present value of the amounts expected to be incurred to plug, abandon and remediate producing and shut‑in wells at the end of their productive lives in accordance with applicable local, state and federal laws, and applicable lease terms. The Company determines the estimated fair value of its asset retirement obligations by calculating the present value of estimated cash flows related to plugging and abandonment liabilities. The significant inputs used to calculate such liabilities include estimates of costs to be incurred, the Company’s credit adjusted discount rates, inflation rates and estimated dates of abandonment. The asset retirement liability is accreted to its present value each period and the capitalized asset retirement costs are depleted with proved oil and gas properties using the unit of production method. The following table summarizes the activities of the Company’s asset retirement obligations for the period indicated (in thousands): For the Three Months Ended March 31, 2019 Balance beginning of period $ 69,791 Liabilities incurred or acquired 105 Liabilities settled (4,983 ) Revisions in estimated cash flows 3,895 Accretion expense 1,231 Balance end of period $ 70,039 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements ASC 820, Fair Value Measurement and Disclosure , establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions of what market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of the inputs as follows: • Level 1: Quoted prices are available in active markets for identical assets or liabilities; • Level 2: Quoted prices in active markets for similar assets and liabilities that are observable for the asset or liability; • Level 3: Unobservable pricing inputs that are generally less observable from objective sources, such as discounted cash flow models or valuations. The financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input 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. There were no transfers between levels during any periods presented below. The following table presents 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 by level within the fair value hierarchy (in thousands): Fair Value Measurements at Level 1 Level 2 Level 3 Total Financial Assets: Commodity derivative assets $ — $ 614 $ — $ 614 Financial Liabilities: Commodity derivative liabilities $ — $ 55,234 $ — $ 55,234 Fair Value Measurements at Level 1 Level 2 Level 3 Total Financial Assets: Commodity derivative assets $ — $ 57,339 $ — $ 57,339 Financial Liabilities: Commodity derivative liabilities $ — $ 196 $ — $ 196 The following methods and assumptions were used to estimate the fair value of the assets and liabilities in the table above: Commodity Derivative Instruments The Company determines its estimate of the fair value of derivative instruments using a market-based approach that takes into account several factors, including quoted market prices in active markets, implied market volatility factors, quotes from third parties, the credit rating of each counterparty and the Company’s own credit rating. In consideration of counterparty credit risk, the Company assessed the possibility of whether each counterparty to the derivative would default by failing to make any contractually required payments. Additionally, the Company considers that it is of substantial credit quality and has the financial resources and willingness to meet its potential repayment obligations associated with the derivative transactions. Derivative instruments utilized by the Company consist of swaps, put options and call options. The oil and natural gas derivative markets are highly active. Although the Company’s derivative instruments are valued using public indices, the instruments themselves are traded with third party counterparties and are not openly traded on an exchange. As such, the Company has classified these instruments as Level 2. Fair Value of Financial Instruments The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable, commodity derivative instruments (discussed above) and long-term debt. The carrying values of cash and cash equivalents, accounts receivable and accounts payable are representative of their fair values due to their short-term maturities. The carrying amount of the Company’s credit facility approximated fair value as it bears interest at variable rates over the term of the loan. The fair values of the 2024 Senior Notes and 2026 Senior Notes were derived from available market data. As such, the Company has classified the 2024 Senior Notes and 2026 Senior Notes as Level 2. Please refer to Note 4 - Long‑Term Debt for further information. The Company’s policy is to recognize transfers between levels at the end of the period. This disclosure (in thousands) does not impact the Company’s financial position, results of operations or cash flows. At March 31, 2019 At December 31, 2018 Carrying Amount Fair Value Carrying Amount Fair Value Credit Facility $ 325,000 $ 325,000 $ 285,000 $ 285,000 2024 Senior Notes (1) $ 394,099 $ 335,000 $ 393,866 $ 330,000 2026 Senior Notes (2) $ 703,871 $ 553,523 $ 738,793 $ 558,750 (1) The carrying amount of the 2024 Senior Notes includes unamortized debt issuance costs of $5.9 million and $6.1 million as of March 31, 2019 and December 31, 2018 , respectively. (2) The carrying amount of the 2026 Senior Notes includes unamortized debt issuance costs of $10.4 million and $11.2 million unamortized debt issuance costs as of March 31, 2019 and December 31, 2018 , respectively. Non‑Recurring Fair Value Measurements The Company applies the provisions of the fair value measurement standard on a non-recurring basis to its non-financial assets and liabilities, including proved property and goodwill. These assets and liabilities are not measured at fair value on a recurring basis, but are subject to fair value adjustments when facts and circumstances arise that indicate a need for remeasurement. The Company utilizes fair value on a non-recurring basis to review its proved oil and gas properties for potential impairment when events and circumstances indicate, and at least annually, a possible decline in the recoverability of the carrying value of such property. The Company uses an income approach analysis based on the net discounted future cash flows of producing property. The future cash flows are based on Management’s estimates for the future. Unobservable inputs include estimates of oil and gas production, as the case may be, from the Company’s reserve reports, commodity prices based on the sales contract terms and forward price curves, operating and development costs and a discount rate based on a market-based weighted average cost of capital (all of which are Level 3 inputs within the fair value hierarchy). For the three months ended March 31, 2019 , the Company recognized $8.2 million in impairment expense on its proved oil and gas properties related to impairment of assets in its northern field. The fair value did not exceed the Company's carrying amount associated with its proved oil and gas properties in its northern field. No impairment expense was recognized for the three months ended March 31, 2018 on proved oil and gas properties. The Company’s other non-recurring fair value measurements include the purchase price allocations for the fair value of assets and liabilities acquired through business combinations. The fair value of assets and liabilities acquired through business combinations is calculated using a discounted cash flow approach using level 3 inputs. Cash flow estimates require forecasts and assumptions for many years into the future for a variety of factors, including risk-adjusted oil and gas reserves, commodity prices, development costs and operating costs, based on market participant assumptions. The fair value of assets or liabilities associated with purchase price allocations is on a non-recurring basis and is not measured in periods after initial recognition. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company computes an estimated annual effective rate each quarter based on the current and forecasted operating results. The income tax expense or benefit associated with the interim period is computed using the most recent estimated annual effective rate applied to the year-to-date ordinary income or loss, plus the tax effect of any significant discrete or infrequently occurring items recorded during the interim period. The computation of the annual estimated effective tax rate at each interim period requires certain estimates and significant judgment including, but not limited to, the expected operating income (loss) for the year, projections of the proportion of income earned and taxed in various jurisdictions, permanent differences and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, more experience is obtained, and additional information becomes known or as the tax environment changes. The effective combined U.S. federal and state income tax rate for the three months ended March 31, 2019 was 23.6% . During the three months ended March 31, 2019 , the Company recognized income tax benefit of $29.0 million . The effective rate for the three months ended March 31, 2019 differs from the statutory U.S. federal income tax rate of 21.0% primarily due to state income taxes and estimated permanent differences. The most significant difference during the three months ended March 31, 2019 was a discrete item regarding the tax deficiency of the stock-based compensation compared to the compensation recognized for financial reporting purposes. The Company anticipates the potential for increased periodic volatility in future effective tax rates from the impact of stock-based compensation tax deductions as they are treated as discrete tax items. |
Unit and Stock-Based Compensati
Unit and Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Unit and Stock-Based Compensation | Stock‑Based Compensation Extraction Long Term Incentive Plan In October 2016, the Company’s board of directors adopted the Extraction Oil & Gas, Inc. 2016 Long Term Incentive Plan (the “2016 Plan” or “LTIP”), pursuant to which employees, consultants and directors of the Company and its affiliates performing services for the Company are eligible to receive awards. The 2016 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, bonus stock, dividend equivalents, other stock-based awards, substitute awards, annual incentive awards and performance awards intended to align the interests of participants with those of stockholders. The Company reserved 20.2 million shares of common stock for issuance pursuant to awards under the LTIP. Extraction has granted awards under the LTIP to certain directors, officers and employees, including stock options, restricted stock units and performance stock awards. Restricted Stock Units Restricted stock units granted under the LTIP (“RSUs”) generally vest over either a one or three-year service period, with 100% vesting in year one or 25% , 25% and 50% of the units vesting in year one , two and three , respectively. Grant date fair value was determined based on the value of Extraction’s common stock on the date of issuance. The Company assumed a forfeiture rate of zero as part of the grant date estimate of compensation cost. The Company recorded $6.9 million of stock-based compensation costs related to RSUs for the three months ended March 31, 2019 , as compared to $6.0 million for the three months ended March 31, 2018 . These costs were included in the condensed consolidated statements of operations within the general and administrative expenses line item. As of March 31, 2019 , there was $25.1 million of total unrecognized compensation cost related to the unvested RSUs granted to certain directors, officers and employees that is expected to be recognized over a weighted average period of 1.1 years . The following table summarizes the RSU activity from January 1, 2019 through March 31, 2019 and provides information for RSUs outstanding at the dates indicated. Number of Shares Weighted Average Grant Date Fair Value Non-vested RSUs at January 1, 2019 3,102,335 $ 16.91 Granted 26,400 $ 4.32 Forfeited (10,825) $ 13.64 Vested (345,334) $ 13.76 Non-vested RSUs at March 31, 2019 2,772,576 $ 17.20 Stock Options Expense on the stock options is recognized on a straight-line basis over the service period of the award less awards forfeited. The fair value of the stock options was measured at the grant date using the Black-Scholes valuation model. The Company utilizes the "simplified" method to estimate the expected term of the stock options granted as there is limited historical exercise data available in estimating the expected term of the stock options. Expected volatility is based on the volatility of the historical stock prices of the Company’s peer group. The risk-free rates are based on the yields of U.S. Treasury instruments with comparable terms. A dividend yield and forfeiture rate of zero were assumed. Stock options granted under the LTIP vest ratably over three years and are exercisable immediately upon vesting through the tenth anniversary of the grant date. To fulfill options exercised, the Company will issue new shares. The Company recorded $3.8 million of stock-based compensation costs related to the stock options for the three months ended March 31, 2019 , as compared to $3.7 million for the three months ended March 31, 2018 . These costs were included in the condensed consolidated statements of operations within the general and administrative expenses line item. As of March 31, 2019 , there was $8.4 million of unrecognized compensation cost related to the stock options that is expected to be recognized over a weighted average period of 0.6 years . The following table summarizes the stock option activity from January 1, 2019 through March 31, 2019 and provides information for stock options outstanding at the dates indicated. Number of Options Weighted Average Exercise Price Non-vested Stock Options at January 1, 2019 1,748,148 $ 18.50 Granted — $ — Forfeited — $ — Vested — $ — Non-vested Stock Options at March 31, 2019 1,748,148 $ 18.50 Performance Stock Awards The Company granted performance stock awards ("PSAs") to certain executives under the LTIP in October 2017 and March 2018. The number of shares of the Company's common stock that may be issued to settle PSAs ranges from zero to one times the number of PSAs awarded. Generally, the shares issued for PSAs are determined based on the satisfaction of a time-based vesting schedule and a weighting of one or more of the following: (i) absolute total stockholder return ("ATSR"), (ii) relative total stockholder return ("RTSR"), as compared to the Company's peer group and (iii) cash return on capital invested ("CROCI") measured over a three-year period and vest in their entirety at the end of the three-year measurement period. Any PSAs that have not vested at the end of the applicable measurement period are forfeited. The vesting criterion that is associated with the RTSR is based on a comparison of the Company's total shareholder return for the measurement period compared to that of a group of peer companies for the same measurement period. As the ATSR and RTSR vesting criteria are linked to the Company's share price, they each are considered a market condition for purposes of calculating the grant-date fair value of the awards. The vesting criterion that is associated with the CROCI is considered a performance condition for purposes of calculating the grant-date fair value of the awards. The fair value of the PSAs was measured at the grant date with a stochastic process method using a Monte Carlo simulation. A stochastic process is a mathematically defined equation that can create a series of outcomes over time. Those outcomes are not deterministic in nature, which means that by iterating the equations multiple times, different results will be obtained for those iterations. In the case of the Company's PSAs, the Company cannot predict with certainty the path its stock price or the stock prices of its peer will take over the performance period. By using a stochastic simulation, the Company can create multiple prospective stock pathways, statistically analyze these simulations, and ultimately make inferences regarding the most likely path the stock price will take. As such, because future stock prices are stochastic, or probabilistic with some direction in nature, the stochastic method, specifically the Monte Carlo Model, is deemed an appropriate method by which to determine the fair value of the PSAs. Significant assumptions used in this simulation include the Company's expected volatility, risk-free interest rate based on U.S. Treasury yield curve rates with maturities consistent with the measurement period as well as the volatilities for each of the Company's peers. The Company recorded $1.5 million of stock-based compensation costs related to PSAs for the three months ended March 31, 2019 . The Company recorded $ 1.1 million of stock-based compensation related to PSAs for the three months ended March 31, 2018 . These costs were included in the condensed consolidated statements of operations within the general and administrative expenses line item. The outstanding and unvested shares were included in the condensed consolidated statement of stockholders' equity within the stock-based compensation line item. As of March 31, 2019 , there was $7.6 million of total unrecognized compensation cost related to the unvested PSAs granted to certain executives that is expected to be recognized over a weighted average period of 1.5 years . The following table summarizes the PSA activity from January 1, 2019 through March 31, 2019 and provides information for PSAs outstanding at the dates indicated. Number of Shares (1) Weighted Average Grant Date Fair Value Non-vested PSAs at January 1, 2019 2,794,083 $ 9.00 Granted $ — $ — Forfeited — $ — Vested — $ — Non-vested PSAs at March 31, 2019 2,794,083 $ 9.00 (1) The number of awards assumes that the associated maximum vesting condition is met at the target amount. The final number of shares of the Company's common stock issued may vary depending on the performance multiplier, which ranges from zero to one, depending on the level of satisfaction of the vesting condition. Incentive Restricted Stock Units Officers of the Company contributed 2.7 million shares of common stock to Extraction Employee Incentive, LLC (“Employee Incentive”), which is owned solely by certain officers of the Company. Employee Incentive issued restricted stock units (“Incentive RSUs”) to certain employees. Incentive RSUs vested over a three -year service period, with 25% , 25% and 50% of the units vesting in year one , two and three , respectively. On July 17, 2017, the partners of Employee Incentive amended the vesting schedule in which 25% vested immediately and the remaining Incentive RSUs vest 25% , 25% and 25% each six months thereafter, over the remaining 18-month service period. Grant date fair value was determined based on the value of Extraction’s common stock on the date of issuance. The Company assumed a forfeiture rate of zero as part of the grant date estimate of compensation cost. As the vesting of any Incentive RSUs will be satisfied with shares of common stock that are already issued and outstanding, the Incentive RSUs do not have any impact on the Company’s diluted earnings per share calculation. The Company recorded $0.8 million of stock-based compensation costs related to Incentive RSUs for the three months ended March 31, 2019 . The Company recorded $4.9 million of stock-based compensation costs related to Incentive RSUs for the three months ended March 31, 2018 . These costs were included in the condensed consolidated statements of operations within the general and administrative expenses line item. As of March 31, 2019, there is no remaining unrecognized compensation costs related to the Incentive RSUs granted to certain employees. The following table summarizes the Incentive RSU activity from January 1, 2019 through March 31, 2019 and provides information for Incentive RSUs outstanding at the dates indicated. Number of Shares Weighted Average Grant Date Fair Value Non-vested Incentive RSUs at January 1, 2019 476,000 $ 20.45 Granted — $ — Forfeited — — Vested (476,000) $ 20.45 Non-vested Incentive RSUs at March 31, 2019 — — |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) per Share | Earnings (Loss) Per Share Basic earnings per share (“EPS”) includes no dilution and is computed by dividing net income (loss) available to common shareholders by the weighted average number of shares outstanding during the period. Diluted EPS reflects the potential dilution of securities that could share in the earnings of the Company. The Company uses the “if-converted” method to determine potential dilutive effects of the Company’s outstanding Series A Preferred Stock (the “Series A Preferred Stock”) and the treasury method to determine the potential dilutive effects of outstanding restricted stock awards and stock options. The basic weighted average shares outstanding calculation is based on the actual days in which the shares were outstanding for the three months ended March 31, 2019 and 2018 . The components of basic and diluted EPS were as follows (in thousands, except per share data): For the Three Months Ende d March 31, 2019 2018 Basic and Diluted Loss Per Share Net Loss $ (94,032 ) $ (51,995 ) Less: Noncontrolling Interest (3,975 ) — Less: Adjustment to reflect Series A Preferred Stock dividends (2,721 ) (2,721 ) Less: Adjustment to reflect accretion of Series A Preferred Stock discount (1,596 ) (1,438 ) Adjusted net loss available to common shareholders, basic and diluted $ (102,324 ) $ (56,154 ) Denominator: Weighted average common shares outstanding, basic and diluted (1) (2) 170,702 174,213 Loss Per Common Share Basic and diluted $ (0.60 ) $ (0.32 ) (1) For the three months ended March 31, 2019 , 8,017,004 potentially dilutive shares were not included in the calculation above, as they had an anti-dilutive effect on EPS, including restricted stock awards and stock options outstanding. Additionally, 11,472,445 common shares associated with the assumed conversion of Series A Preferred Stock were also excluded, as they would have had an anti-dilutive effect on EPS. (2) For the three months ended March 31, 2018 , 8,933,600 potentially dilutive shares were not included in the calculation above, as they had an anti-dilutive effect on EPS, including restricted stock awards and stock options outstanding. Additionally, 11,472,445 common shares associated with the assumed conversion of Series A Preferred Stock were also excluded, as they would have had an anti-dilutive effect on EPS. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies General The Company is subject to contingent liabilities with respect to existing or potential claims, lawsuits, and other proceedings, including those involving environmental, tax and other matters, certain of which are discussed more specifically below. The Company accrues liabilities when it is probable that future costs will be incurred and such costs can be reasonably estimated. Such accruals are based on developments to date and the Company’s estimates of the outcomes of these matters and its experience in contesting, litigating and settling other matters. As the scope of the liabilities becomes better defined, there will be changes in the estimates of future costs, which management currently believes will not have a material effect on the Company’s financial position, results of operations or cash flows. As is customary in the oil and gas industry, the Company may at times have commitments in place to reserve or earn certain acreage positions or wells. If the Company does not meet such commitments, the acreage positions or wells may be lost, or the Company may be required to pay damages if certain performance conditions are not met. Leases The Company has entered into operating leases for certain office facilities, compressors and office equipment. On January 1, 2019, the Company adopted ASC Topic 842, Leases, using the modified retrospective approach. Refer to Note 2 — Leases for additional information. Maturities of operating lease liabilities, associated with ROU assets and including imputed interest, as of March 31, 2019, were as follows (in thousands): Operating Leases 2019 - remaining $ 8,489 2020 7,596 2021 3,013 2022 2,196 2023 2,246 Thereafter 10,574 Total lease payments 34,114 Less imputed interest (1) (4,499 ) Present value of lease liabilities (2) $ 29,615 (1) Calculated using the estimated interest rate for each lease. (2) Of the total present value of lease liabilities, $10.0 million was recorded in "Accounts payable and accrued liabilities" and $19.6 million was recorded in "Other non-current liabilities" on the condensed consolidated balance sheets. As of December 31, 2018, minimum future contractual payments for operating leases under the scope of ASC 840 for certain office facilities and drilling rigs are as follows (in thousands): Operating Leases 2019 - remaining $ 12,713 2020 3,371 2021 3,385 2022 3,360 2023 3,411 Thereafter 15,719 Total lease payments $ 41,959 Drilling Rigs — Short-Term Leases As of March 31, 2019 , the Company was subject to commitments on three drilling rigs, contracted through May 2019, September 2019, and November 2019 respectively. In the event of early termination of these contracts, the Company would be obligated to pay an aggregate amount of approximately $8.2 million as of March 31, 2019 , as required under the terms of the contracts. These costs are capitalized within proved oil and gas properties on the condensed consolidated balance sheets and are included as short-term lease costs in Note 2—Basis of Presentation, Significant Accounting Policies and Recent Accounting Pronouncements, Leases . Delivery Commitments As of March 31, 2019 , the Company’s oil marketer was subject to a firm transportation agreement that commenced in November 2016 and has a ten -year term with a monthly minimum delivery commitment of 45,000 Bbl/d in year one, 55,800 Bbl/d in year two, 61,800 Bbl/d in years three through seven and 58,000 Bbl/d in years eight through ten. In May 2017, the Company amended its agreement with its oil marketer that requires it to sell all of its crude oil from an area of mutual interest in exchange for a make-whole provision that allows the Company to satisfy any minimum volume commitment deficiencies incurred by its oil marketer with future barrels of crude oil in excess of their minimum volume commitment through October 31, 2018. In December 2017, the Company extended the term of this agreement through October 31, 2019 and has posted a letter of credit in the amount of $35.0 million. The Company is currently in the process of amending and extending this agreement. The Company evaluates its contracts for loss contingencies and accrues for such losses, if the loss can be reasonably estimated and deemed probable. The Company has two long-term crude oil gathering commitments with an unconsolidated subsidiary, in which the Company has a minority ownership interest, and a long-term gas gathering agreement with a third party midstream provider. The summary of these minimum volume commitments as of March 31, 2019, was as follows (in thousands): Oil (MBbl) Gas (MMcf) Total (MBOE) 2019 - Remaining 188 5,185 1,053 2020 293 33,550 5,884 2021 340 46,540 8,097 2022 300 49,758 8,593 2023 312 41,850 7,287 Thereafter 1,276 74,420 13,679 Total 2,709 251,303 44,593 The aggregate amount of estimated remaining payments under these agreements is $413.0 million . Also, in collaboration with several other producers and a midstream provider, on December 15, 2016 and August 7, 2017, the Company agreed to participate in expansions of natural gas gathering and processing capacity in the DJ Basin. The plan includes two new processing plants as well as the expansion of related gathering systems. The first plant commenced operations in August 2018 and the second plant is expected to be completed by mid-2019, although the exact start-up date is undetermined at this time. The Company’s share of these commitments will require 51.5 and 20.6 MMcf per day, respectively, to be delivered after the plants' in-service dates for a period of seven years thereafter. The Company may be required to pay a shortfall fee for any volumes under these commitments. These contractual obligations can be reduced by the Company’s proportionate share of the collective volumes delivered to the plants by other third-party incremental volumes available to the midstream provider at the new facilities that are in excess of the total commitments. The Company is also required for the first three years of each contract to guarantee a certain target profit margin on these volumes sold. The Company also has a long-term gas gathering agreement with a third party midstream provider that will commence in or around January 2020 and has a term of ten years with an annual minimum volume commitment of 13.0 Bcf in years one through ten. We may be required to pay an annual shortfall fee for any volume deficiencies under this commitment, calculated based on the weighted average sales price during the corresponding annual period. Under its current drilling plans, the Company expects to meet these volume commitments. Legal Matters From time to time, the Company is party to ongoing legal proceedings in the ordinary course of business. While the outcome of these proceedings cannot be predicted with certainty, the Company does not believe the results of these proceedings, individually or in the aggregate, will have a material adverse effect on the Company's business, financial condition, results of operations or liquidity. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Office Lease with Related Affiliate In April 2016, the Company subleased office space to Star Peak Capital, LLC, of which a member of the board of directors is an owner, for $1,400 per month. The sublease commenced on May 1, 2016 and expires on February 28, 2020. 2026 Senior Notes Several holders of the 2026 Senior Notes are also 5% stockholders of the Company. As of the initial issuance in January 2018 of the $750.0 million principal amount on the 2026 Senior Notes, such stockholders held $56.2 million . |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | Segment Information Beginning in the fourth quarter of 2018, the Company has two operating segments, (i) the exploration, development and production of oil, natural gas and NGL (the "exploration and production segment") and (ii) the construction and support of midstream assets to gather and process crude oil and gas production (the "gathering and facilities segment"). Prior to the fourth quarter of 2018, the Company had a single operating segment. The gathering systems and facilities operating segment is currently under development. Capital expenditures associated with gathering systems and facilities are being incurred to develop midstream infrastructure to support the Company's development of its oil and gas leasehold along with third-party activity. The Company's exploration and production segment revenues are derived from third parties. The Company’s gathering and facilities segment is currently in the construction phase and no revenue generating activities have commenced. Financial information of the Company's reportable segments was as follows for the three months ended March 31, 2019 and 2018 (in thousands). For the Three Months Ended March 31, 2019 Exploration and Production Gathering and Facilities Elimination of Intersegment Transactions Consolidated Total Revenues: Revenues from external customers $ 221,917 $ — $ — $ 221,917 Intersegment revenues — — — — Total Revenues $ 221,917 $ — $ — $ 221,917 Operating Expenses and Other Income (Expense): Depletion, depreciation, amortization and accretion $ (118,751 ) $ (19 ) $ — $ (118,770 ) Interest income 154 625 — 779 Interest expense (13,008 ) — — (13,008 ) Earnings in unconsolidated subsidiaries — 338 — 338 Subtotal Operating Expenses and Other Income (Expense): $ (131,605 ) $ 944 $ — $ (130,661 ) Segment Assets $ 3,813,513 $ 284,200 $ (714 ) $ 4,096,999 Capital Expenditures $ 158,622 $ 58,863 $ — $ 217,485 Investment in Equity Method Investees $ — $ 17,555 $ — $ 17,555 Segment EBITDAX $ 138,339 $ (152 ) $ — $ 138,187 For the Three Months Ended March 31, 2018 Exploration and Production Gathering and Facilities Elimination of Intersegment Transactions Consolidated Total Revenues: Revenues from external customers $ 230,215 $ — $ — $ 230,215 Intersegment revenues — — — — Total Revenues $ 230,215 $ — $ — $ 230,215 Operating Expenses and Other Income (Expense): Depletion, depreciation, amortization and accretion $ (96,207 ) $ — $ — $ (96,207 ) Interest income 49 — — 49 Interest expense (63,302 ) — — (63,302 ) Earnings in unconsolidated subsidiaries — 339 — 339 Subtotal Operating Expenses and Other Income (Expense): $ (159,460 ) $ 339 $ — $ (159,121 ) Segment Assets $ 3,555,206 $ 9,993 $ — $ 3,565,199 Capital Expenditures $ 247,704 $ 5,574 $ — $ 253,278 Investment in Equity Method Investees $ — $ 8,172 $ — $ 8,172 Segment EBITDAX $ 140,632 $ 339 $ — $ 140,971 The following table presents a reconciliation of Adjusted EBITDAX by segment to the GAAP financial measure of income (loss) before income taxes for the three months ended March 31, 2019 and 2018 (in thousands). For the Three Months Ended March 31, 2019 For the Three Months Ended March 31, 2018 Reconciliation of Adjusted EBITDAX to Loss Before Income Taxes Exploration and production segment EBITDAX $ 138,339 $ 140,632 Gathering and facilities segment EBITDAX (152 ) 339 Subtotal of Reportable Segments $ 138,187 $ 140,971 Less: Depletion, depreciation, amortization and accretion $ (118,770 ) $ (96,207 ) Impairment of long lived assets (8,248 ) — Exploration expenses (6,194 ) (7,267 ) Gain on sale of oil and gas properties 222 — Loss on commodity derivatives (122,091 ) (50,328 ) Settlements on commodity derivative instruments 10,329 23,253 Premiums paid for derivatives that settled during the period 9,549 2,506 Stock-based compensation expense (13,008 ) (15,721 ) Amortization of debt issuance costs (1,497 ) (10,442 ) Make-whole premium on 2021 Senior Notes — (35,600 ) Gain on repurchase of 2026 Senior Notes 7,317 — Interest expense (18,828 ) (17,260 ) Loss Before Income Taxes $ (123,032 ) $ (66,095 ) |
Basis of Presentation, Signif_2
Basis of Presentation, Significant Accounting Policies and Recent Accounting Pronouncements (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The unaudited condensed consolidated financial statements include the accounts of the Company, including its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The financial statements included herein were prepared from the records of the Company in accordance with generally accepted accounting principles in the United States (“GAAP”) and the Securities and Exchange Commission rules and regulation for interim financial reporting. In the opinion of management, all adjustments, consisting primarily of normal recurring accruals that are considered necessary for a fair statement of the condensed consolidated financial information, have been included. However, operating results for the period presented are not necessarily indicative of the results that may be expected for a full year. Interim condensed consolidated financial statements and the year-end balance sheet do not include all of the information and notes required by GAAP for audited annual consolidated financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes included in the Company’s Annual Report. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, which requires lessee recognition on the balance sheet of a right of use asset and a lease liability, initially measured at the present value of the lease payments. It further requires recognition in the income statement of a single lease cost, calculated so that the cost of the lease is allocated over the lease term on a generally straight-line basis. Finally, it requires classification of all cash payments within operating activities in the statements of cash flows. It is effective for fiscal years commencing after December 15, 2018. The FASB subsequently issued ASU No. 2017-13, ASU No. 2018-01, ASU No. 2018-10, ASU No. 2018-11 and ASU No. 2019-01, which provided additional implementation guidance. The Company adopted the accounting standard using a modified retrospective transition approach, which applies the provisions of the new guidance at the effective date without adjusting the comparative periods presented. The Company has elected the package of practical expedients permitted under the transition guidance with the new standard, which among other things, requires no reassessment of whether existing contracts are or contain leases as well as no reassessment of lease classification for existing leases upon adoption. The Company has also elected the optional practical expedient permitted under the transition guidance within the new standard related to land easements that allows it to carry forward its current accounting treatment for land easements on existing agreements upon adoption. The Company made an accounting policy election to keep leases with an initial term of twelve months or less off of the consolidated balance sheet. |
Basis of Presentation, Signif_3
Basis of Presentation, Significant Accounting Policies and Recent Accounting Pronouncements Basis of Presentation, Significant Accounting Policies and Recent Accounting Pronouncements (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Lease, Cost [Table Text Block] | For the three months ended March 31, 2019, lease costs, which represent the straight-line lease expense of right-of-use ("ROU") assets and short-term leases, were as follows (in thousands): Three Months Ended March 31, 2019 Lease Costs included in the Condensed Consolidated Balance Sheets Proved oil and gas properties, including drilling, completions and ancillary equipment (1) $ 57,200 Lease Costs included in the Condensed Consolidated Statements of Operations Lease operating expenses (2) $ 5,792 General and administrative expenses (3) 804 Total operating lease costs 6,596 Total lease costs $ 63,796 (1) Represents short-term lease capital expenditures related to drilling rigs, completions equipment and other equipment ancillary to the drilling and completion of wells. (2) Includes $2.1 million of lease costs and $0.1 million of variable costs associated with operating leases. (3) Includes $0.4 million of lease costs and $0.3 million of variable costs associated with operating leases, as well as $0.1 million of sublease income. Supplemental cash flow information related to operating leases for the three months ended March 31, 2019, was as follows (in thousands): Three Months Ended March 31, 2019 Cash paid for amounts included in the measurements of lease liabilities Operating cash flows from operating leases $ (2,852 ) Right-of-use assets obtained in exchange for lease obligations Operating leases $ 283 |
Assets And Liabilities, Lessee [Table Text Block] | Supplemental balance sheet information related to operating leases as of March 31, 2019, were as follows (in thousands, except lease term and discount rate): Classification As of March 31, 2019 Operating Leases Operating lease right-of-use assets Other non-current assets $ 23,877 Current operating lease liabilities Accounts payable and accrued liabilities 9,987 Non-current operating lease liabilities Other non-current liabilities 19,628 Total operating lease liabilities $ 29,615 Weighted Average Remaining Lease Term in Years Operating Leases 5.8 Weighted Average Discount Rate Operating Leases 4.7 % |
Long Term Debt (Tables)
Long Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Instrument [Line Items] | |
Schedule of long-term debt | As of the dates indicated, the Company’s long‑term debt consisted of the following (in thousands): March 31, December 31, Credit facility due August 16, 2022 (or an earlier time as set forth in the credit facility) $ 325,000 $ 285,000 2024 Senior Notes due May 15, 2024 400,000 400,000 2026 Senior Notes due February 1, 2026 714,223 750,000 Unamortized debt issuance costs on Senior Notes (16,253 ) (17,341 ) Total long-term debt 1,422,970 1,417,659 Less: current portion of long-term debt — — Total long-term debt, net of current portion $ 1,422,970 $ 1,417,659 |
Schedule of Borrowing Base Utilization Grid | The grid below shows the Base Rate Margin and Eurodollar Margin depending on the applicable Borrowing Base Utilization Percentage (as defined in the credit facility) as of the date of this filing: Borrowing Base Utilization Grid Borrowing Base Utilization Percentage Utilization Eurodollar Margin Base Rate Margin Commitment Fee Rate Level 1 < 25% 1.50 % 0.50 % 0.375 % Level 2 ≥ 25% < 50% 1.75 % 0.75 % 0.375 % Level 3 ≥ 50% < 75% 2.00 % 1.00 % 0.500 % Level 4 ≥ 75% < 90% 2.25 % 1.25 % 0.500 % Level 5 ≥ 90% 2.50 % 1.50 % 0.500 % |
Commodity Derivative Instrume_2
Commodity Derivative Instruments (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of commodity derivative contracts | The Company’s commodity derivative contracts as of March 31, 2019 are summarized below: 2019 2020 2021 NYMEX WTI Crude Swaps: Notional volume (Bbl) 5,550,000 2,400,000 — Weighted average fixed price ($/Bbl) $ 55.69 $ 60.01 $ — NYMEX WTI Crude Purchased Puts: Notional volume (Bbl) 4,200,000 8,100,000 1,200,000 Weighted average purchased put price ($/Bbl) $ 53.34 $ 54.30 $ 55.00 NYMEX WTI Crude Sold Calls: Notional volume (Bbl) 4,200,000 8,100,000 1,200,000 Weighted average sold call price ($/Bbl) $ 61.68 $ 61.75 $ 63.05 NYMEX WTI Crude Sold Puts: Notional volume (Bbl) 6,175,000 10,500,000 1,200,000 Weighted average sold put price ($/Bbl) $ 41.45 $ 42.51 $ 43.00 NYMEX HH Natural Gas Swaps: Notional volume (MMBtu) 27,000,000 11,400,000 — Weighted average fixed price ($/MMBtu) $ 2.75 $ 2.74 $ — NYMEX HH Natural Gas Purchased Puts: Notional volume (MMBtu) — 600,000 — Weighted average purchased put price ($/MMBtu) $ — $ 2.90 $ — NYMEX HH Natural Gas Sold Calls: Notional volume (MMBtu) — 600,000 — Weighted average sold call price ($/MMBtu) $ — $ 3.48 $ — CIG Basis Gas Swaps: Notional volume (MMBtu) 28,800,000 21,600,000 $ — Weighted average fixed basis price ($/MMBtu) $ (0.74 ) $ (0.62 ) — |
Schedule of fair value of derivative instruments in statement of financial position | The following tables detail the fair value of the Company’s derivative instruments, including the gross amounts and adjustments made to net the derivative instruments for the presentation in the condensed consolidated balance sheets (in thousands): As of March 31, 2019 Location on Balance Sheet Gross Amounts of Recognized Assets and Liabilities Gross Amounts Offsets in the Balance Sheet (1) Net Amounts of Assets and Liabilities Presented in the Balance Sheet Gross Amounts not Offset in the Balance Sheet (2) Net Amounts (3) Current assets (4) $ 42,708 $ (42,482 ) $ 226 $ (388 ) $ 226 Non-current assets $ 44,196 $ (43,808 ) $ 388 $ — $ — Current liabilities (4) $ (91,840 ) $ 42,482 $ (49,358 ) $ 388 $ (54,846 ) Non-current liabilities $ (49,684 ) $ 43,808 $ (5,876 ) $ — $ — As of December 31, 2018 Location on Balance Sheet Gross Amounts of Recognized Assets and Liabilities Gross Amounts Offsets in the Balance Sheet (1) Net Amounts of Assets and Liabilities Presented in the Balance Sheet Gross Amounts not Offset in the Balance Sheet (2) Net Amounts (3) Current assets (5) $ 115,852 $ (66,945 ) $ 48,907 $ (192 ) $ 57,147 Non-current assets $ 17,217 $ (8,785 ) $ 8,432 $ — $ — Current liabilities (5) $ (67,141 ) $ 66,945 $ (196 ) $ 192 $ (4 ) Non-current liabilities $ (8,785 ) $ 8,785 $ — $ — $ — (1) Agreements are in place with all of the Company’s financial trading counterparties that allow for the financial right of offset for derivative assets and derivative liabilities at settlement or in the event of a default under the agreements. (2) Netting for balance sheet presentation is performed by current and non‑current classification. This adjustment represents amounts subject to an enforceable master netting arrangement, which are not netted on the condensed consolidated balance sheets. There are no amounts of related financial collateral received or pledged. (3) Net amounts are not split by current and non‑current. All counterparties in a net asset position are shown in the current asset line item and all counterparties in a net liability position are shown in the current liability line item. (4) Gross current liabilities include a deferred premium liability of $5.6 million related to the Company's deferred premiums. Gross current assets include a deferred premium asset of $0.8 million related to the Company's deferred premiums. (5) Gross current liabilities include a deferred premium liability of $7.7 million related to the Company's deferred put premiums. Gross current assets include a deferred premium asset of $0.8 million related to the Company's deferred put premiums. |
Schedule of commodity derivatives gain (loss) included in other income (expense) | The table below sets forth the commodity derivatives loss for the three months ended March 31, 2019 and 2018 (in thousands). Commodity derivatives loss is included under the other income (expense) line item in the condensed consolidated statements of operations. For the Three Months Ended March 31, 2019 2018 Commodity derivatives loss $ (122,091 ) $ (50,328 ) |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Schedule summarizing activities of asset retirement obligaions | The following table summarizes the activities of the Company’s asset retirement obligations for the period indicated (in thousands): For the Three Months Ended March 31, 2019 Balance beginning of period $ 69,791 Liabilities incurred or acquired 105 Liabilities settled (4,983 ) Revisions in estimated cash flows 3,895 Accretion expense 1,231 Balance end of period $ 70,039 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of financial assets and liabilities accounted for at fair value on a recurring basis | The following table presents 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 by level within the fair value hierarchy (in thousands): Fair Value Measurements at Level 1 Level 2 Level 3 Total Financial Assets: Commodity derivative assets $ — $ 614 $ — $ 614 Financial Liabilities: Commodity derivative liabilities $ — $ 55,234 $ — $ 55,234 Fair Value Measurements at Level 1 Level 2 Level 3 Total Financial Assets: Commodity derivative assets $ — $ 57,339 $ — $ 57,339 Financial Liabilities: Commodity derivative liabilities $ — $ 196 $ — $ 196 |
Schedule of fair value of financial instruments | At March 31, 2019 At December 31, 2018 Carrying Amount Fair Value Carrying Amount Fair Value Credit Facility $ 325,000 $ 325,000 $ 285,000 $ 285,000 2024 Senior Notes (1) $ 394,099 $ 335,000 $ 393,866 $ 330,000 2026 Senior Notes (2) $ 703,871 $ 553,523 $ 738,793 $ 558,750 |
Unit and Stock-Based Compensa_2
Unit and Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Unit and Stock-Based Compensation | |
Schedule summarizing stock option activity | The following table summarizes the stock option activity from January 1, 2019 through March 31, 2019 and provides information for stock options outstanding at the dates indicated. Number of Options Weighted Average Exercise Price Non-vested Stock Options at January 1, 2019 1,748,148 $ 18.50 Granted — $ — Forfeited — $ — Vested — $ — Non-vested Stock Options at March 31, 2019 1,748,148 $ 18.50 |
Schedule of non-vested restricted award activity | The following table summarizes the PSA activity from January 1, 2019 through March 31, 2019 and provides information for PSAs outstanding at the dates indicated. Number of Shares (1) Weighted Average Grant Date Fair Value Non-vested PSAs at January 1, 2019 2,794,083 $ 9.00 Granted $ — $ — Forfeited — $ — Vested — $ — Non-vested PSAs at March 31, 2019 2,794,083 $ 9.00 |
Incentive RSUs | |
Unit and Stock-Based Compensation | |
Schedule of non-vested restricted award activity | The following table summarizes the Incentive RSU activity from January 1, 2019 through March 31, 2019 and provides information for Incentive RSUs outstanding at the dates indicated. Number of Shares Weighted Average Grant Date Fair Value Non-vested Incentive RSUs at January 1, 2019 476,000 $ 20.45 Granted — $ — Forfeited — — Vested (476,000) $ 20.45 Non-vested Incentive RSUs at March 31, 2019 — — |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | The components of basic and diluted EPS were as follows (in thousands, except per share data): For the Three Months Ende d March 31, 2019 2018 Basic and Diluted Loss Per Share Net Loss $ (94,032 ) $ (51,995 ) Less: Noncontrolling Interest (3,975 ) — Less: Adjustment to reflect Series A Preferred Stock dividends (2,721 ) (2,721 ) Less: Adjustment to reflect accretion of Series A Preferred Stock discount (1,596 ) (1,438 ) Adjusted net loss available to common shareholders, basic and diluted $ (102,324 ) $ (56,154 ) Denominator: Weighted average common shares outstanding, basic and diluted (1) (2) 170,702 174,213 Loss Per Common Share Basic and diluted $ (0.60 ) $ (0.32 ) (1) For the three months ended March 31, 2019 , 8,017,004 potentially dilutive shares were not included in the calculation above, as they had an anti-dilutive effect on EPS, including restricted stock awards and stock options outstanding. Additionally, 11,472,445 |
Commitments and Contingencies C
Commitments and Contingencies Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | Maturities of operating lease liabilities, associated with ROU assets and including imputed interest, as of March 31, 2019, were as follows (in thousands): Operating Leases 2019 - remaining $ 8,489 2020 7,596 2021 3,013 2022 2,196 2023 2,246 Thereafter 10,574 Total lease payments 34,114 Less imputed interest (1) (4,499 ) Present value of lease liabilities (2) $ 29,615 (1) Calculated using the estimated interest rate for each lease. (2) Of the total present value of lease liabilities, $10.0 million was recorded in "Accounts payable and accrued liabilities" and $19.6 million was recorded in "Other non-current liabilities" on the condensed consolidated balance sheets. |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Financial information of the Company's reportable segments was as follows for the three months ended March 31, 2019 and 2018 (in thousands). For the Three Months Ended March 31, 2019 Exploration and Production Gathering and Facilities Elimination of Intersegment Transactions Consolidated Total Revenues: Revenues from external customers $ 221,917 $ — $ — $ 221,917 Intersegment revenues — — — — Total Revenues $ 221,917 $ — $ — $ 221,917 Operating Expenses and Other Income (Expense): Depletion, depreciation, amortization and accretion $ (118,751 ) $ (19 ) $ — $ (118,770 ) Interest income 154 625 — 779 Interest expense (13,008 ) — — (13,008 ) Earnings in unconsolidated subsidiaries — 338 — 338 Subtotal Operating Expenses and Other Income (Expense): $ (131,605 ) $ 944 $ — $ (130,661 ) Segment Assets $ 3,813,513 $ 284,200 $ (714 ) $ 4,096,999 Capital Expenditures $ 158,622 $ 58,863 $ — $ 217,485 Investment in Equity Method Investees $ — $ 17,555 $ — $ 17,555 Segment EBITDAX $ 138,339 $ (152 ) $ — $ 138,187 For the Three Months Ended March 31, 2018 Exploration and Production Gathering and Facilities Elimination of Intersegment Transactions Consolidated Total Revenues: Revenues from external customers $ 230,215 $ — $ — $ 230,215 Intersegment revenues — — — — Total Revenues $ 230,215 $ — $ — $ 230,215 Operating Expenses and Other Income (Expense): Depletion, depreciation, amortization and accretion $ (96,207 ) $ — $ — $ (96,207 ) Interest income 49 — — 49 Interest expense (63,302 ) — — (63,302 ) Earnings in unconsolidated subsidiaries — 339 — 339 Subtotal Operating Expenses and Other Income (Expense): $ (159,460 ) $ 339 $ — $ (159,121 ) Segment Assets $ 3,555,206 $ 9,993 $ — $ 3,565,199 Capital Expenditures $ 247,704 $ 5,574 $ — $ 253,278 Investment in Equity Method Investees $ — $ 8,172 $ — $ 8,172 Segment EBITDAX $ 140,632 $ 339 $ — $ 140,971 The following table presents a reconciliation of Adjusted EBITDAX by segment to the GAAP financial measure of income (loss) before income taxes for the three months ended March 31, 2019 and 2018 (in thousands). For the Three Months Ended March 31, 2019 For the Three Months Ended March 31, 2018 Reconciliation of Adjusted EBITDAX to Loss Before Income Taxes Exploration and production segment EBITDAX $ 138,339 $ 140,632 Gathering and facilities segment EBITDAX (152 ) 339 Subtotal of Reportable Segments $ 138,187 $ 140,971 Less: Depletion, depreciation, amortization and accretion $ (118,770 ) $ (96,207 ) Impairment of long lived assets (8,248 ) — Exploration expenses (6,194 ) (7,267 ) Gain on sale of oil and gas properties 222 — Loss on commodity derivatives (122,091 ) (50,328 ) Settlements on commodity derivative instruments 10,329 23,253 Premiums paid for derivatives that settled during the period 9,549 2,506 Stock-based compensation expense (13,008 ) (15,721 ) Amortization of debt issuance costs (1,497 ) (10,442 ) Make-whole premium on 2021 Senior Notes — (35,600 ) Gain on repurchase of 2026 Senior Notes 7,317 — Interest expense (18,828 ) (17,260 ) Loss Before Income Taxes $ (123,032 ) $ (66,095 ) |
Basis of Presentation, Signif_4
Basis of Presentation, Significant Accounting Policies and Recent Accounting Pronouncements - Schedules of Lease Cost and Supplemental Cash Flow Information (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Lessee, Lease, Description [Line Items] | |
Operating lease cost | $ 6,596 |
Total lease costs | 63,796 |
Sublease income | 100 |
Operating cash flows from operating leases | (2,852) |
Right-of-use assets obtained in exchange for lease obligations | 283 |
Lease Operating Expense [Member] | |
Lessee, Lease, Description [Line Items] | |
Operating lease cost | 5,792 |
Total lease costs | 2,100 |
Variable lease cost | 100 |
General and Administrative Expense [Member] | |
Lessee, Lease, Description [Line Items] | |
Operating lease cost | 804 |
Total lease costs | 400 |
Variable lease cost | 300 |
Proved Oil And Gas Properties [Member] | |
Lessee, Lease, Description [Line Items] | |
Operating lease cost | $ 57,200 |
Basis of Presentation, Signif_5
Basis of Presentation, Significant Accounting Policies and Recent Accounting Pronouncements - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Jan. 01, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Operating lease right-of-use assets | $ 23,877 | $ 26,300 |
Current operating lease liabilities | 9,987 | 10,100 |
Non-current operating lease liabilities | 19,628 | 21,100 |
Present value of lease liabilities | $ 29,615 | |
Weighted Average Remaining Lease Term in Years | 5 years 9 months 18 days | |
Weighted Average Discount Rate | 4.70% | |
Current operating lease liabilities | $ 9,987 | 10,100 |
Non-current operating lease liabilities | $ 19,628 | $ 21,100 |
Acquisitions - Acquisitions and
Acquisitions - Acquisitions and Divestitures (Details) $ in Thousands | Aug. 03, 2018USD ($) | Apr. 19, 2018USD ($)a | Jan. 08, 2018USD ($)a | Apr. 30, 2018USD ($)a | Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($) |
Acquisitions | ||||||
Proceeds from Divestiture of Interest in Subsidiaries and Affiliates | $ 83,600 | |||||
Equity Method Investment, Ownership Percentage | 10.00% | |||||
Acres of Real Estate Sold | a | 15,100 | |||||
Sale of oil and gas properties | $ 72,300 | $ 16,521 | $ 0 | |||
Gain (Loss) on Disposition of Oil and Gas Property | $ 59,300 | |||||
Acres Of Real Estate Purchased | a | 1,000 | 1,200 | ||||
Total consideration given | $ 9,400 | $ 11,600 |
Long Term Debt - Components (De
Long Term Debt - Components (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 | Aug. 07, 2018 |
Long-Term Debt | |||
Line of credit, amount outstanding | $ 325,000,000 | $ 285,000,000 | $ 375,000,000 |
Unamortized debt issuance costs on Senior Notes | (16,253,000) | (17,341,000) | |
Total long-term debt | 1,422,970,000 | 1,417,659,000 | |
Less: current portion of long-term debt | 0 | 0 | |
Total long-term debt, net of current portion | 1,422,970,000 | 1,417,659,000 | |
Credit Facility | |||
Long-Term Debt | |||
Line of credit, amount outstanding | 325,000,000 | 285,000,000 | |
Second Lien Notes and Senior Notes | |||
Long-Term Debt | |||
Debt outstanding | 400,000,000 | 400,000,000 | |
Senior Notes due 2026 | |||
Long-Term Debt | |||
Debt outstanding | 714,223,000 | $ 750,000,000 | |
5% Holdings' Members | Related Party Debt Transaction | Senior Notes due 2026 | |||
Long-Term Debt | |||
Debt outstanding | $ 56,200,000 |
Long Term Debt - Credit Facilit
Long Term Debt - Credit Facility (Details) | 3 Months Ended | ||
Mar. 31, 2019USD ($)factorperiod | Dec. 31, 2018USD ($) | Aug. 07, 2018USD ($) | |
Long-Term Debt | |||
Total commitments | $ 1,500,000,000 | ||
Line of Credit Facility, Maximum Borrowing Capacity | 1,200,000,000 | ||
Borrowing base | 650,000,000 | ||
Line of credit, amount outstanding | 325,000,000 | $ 285,000,000 | $ 375,000,000 |
Available credit under the facility | $ 325,000,000 | ||
Variable interest rate terms and debt covenant ratios | |||
Number of quarters used for calculation of Net Debt to EBITDAX | period | 4 | ||
Minimum | |||
Variable interest rate terms and debt covenant ratios | |||
Commitment fee, percent | 0.375% | ||
Debt Covenant, Current ratio | 1 | ||
Maximum | |||
Variable interest rate terms and debt covenant ratios | |||
Commitment fee, percent | 0.50% | ||
Hedging limit percentage | 85.00% | ||
Debt Covenant, Net Debt to EBITDAX ratio | 4 | ||
Borrowing Base, Utilization Level 1 | |||
Variable interest rate terms and debt covenant ratios | |||
Borrowing base utilization percentage, maximum | 25.00% | ||
Borrowing Base, Utilization Level 2 | |||
Variable interest rate terms and debt covenant ratios | |||
Borrowing base utilization percentage, minimum | 25.00% | ||
Borrowing base utilization percentage, maximum | 50.00% | ||
Borrowing Base, Utilization Level 3 | |||
Variable interest rate terms and debt covenant ratios | |||
Borrowing base utilization percentage, minimum | 50.00% | ||
Borrowing base utilization percentage, maximum | 75.00% | ||
Borrowing Base, Utilization Level 4 | |||
Variable interest rate terms and debt covenant ratios | |||
Borrowing base utilization percentage, minimum | 75.00% | ||
Borrowing base utilization percentage, maximum | 90.00% | ||
Borrowing Base, Utilization Level 5 | |||
Variable interest rate terms and debt covenant ratios | |||
Borrowing base utilization percentage, maximum | 90.00% | ||
Quarter ending March 31, 2018 | |||
Variable interest rate terms and debt covenant ratios | |||
Annualized EBITDAX multiplier | factor | 1.333 | ||
Standby Letters of Credit | |||
Long-Term Debt | |||
Letters of credit outstanding | $ 35,700,000 | ||
Credit Facility | |||
Long-Term Debt | |||
Line of credit, amount outstanding | $ 325,000,000 | $ 285,000,000 | |
Credit Facility | Borrowing Base, Utilization Level 1 | |||
Variable interest rate terms and debt covenant ratios | |||
Commitment fee, percent | 0.375% | ||
Credit Facility | Borrowing Base, Utilization Level 2 | |||
Variable interest rate terms and debt covenant ratios | |||
Commitment fee, percent | 0.375% | ||
Credit Facility | Borrowing Base, Utilization Level 3 | |||
Variable interest rate terms and debt covenant ratios | |||
Commitment fee, percent | 0.50% | ||
Credit Facility | Borrowing Base, Utilization Level 4 | |||
Variable interest rate terms and debt covenant ratios | |||
Commitment fee, percent | 0.50% | ||
Credit Facility | Borrowing Base, Utilization Level 5 | |||
Variable interest rate terms and debt covenant ratios | |||
Commitment fee, percent | 0.50% | ||
Credit Facility | LIBOR | Borrowing Base, Utilization Level 1 | |||
Variable interest rate terms and debt covenant ratios | |||
Margin rate, percent | 1.50% | ||
Credit Facility | LIBOR | Borrowing Base, Utilization Level 2 | |||
Variable interest rate terms and debt covenant ratios | |||
Margin rate, percent | 1.75% | ||
Credit Facility | LIBOR | Borrowing Base, Utilization Level 3 | |||
Variable interest rate terms and debt covenant ratios | |||
Margin rate, percent | 2.00% | ||
Credit Facility | LIBOR | Borrowing Base, Utilization Level 4 | |||
Variable interest rate terms and debt covenant ratios | |||
Margin rate, percent | 2.25% | ||
Credit Facility | LIBOR | Borrowing Base, Utilization Level 5 | |||
Variable interest rate terms and debt covenant ratios | |||
Margin rate, percent | 2.50% | ||
Credit Facility | Base Rate | Borrowing Base, Utilization Level 1 | |||
Variable interest rate terms and debt covenant ratios | |||
Margin rate, percent | 0.50% | ||
Credit Facility | Base Rate | Borrowing Base, Utilization Level 2 | |||
Variable interest rate terms and debt covenant ratios | |||
Margin rate, percent | 0.75% | ||
Credit Facility | Base Rate | Borrowing Base, Utilization Level 3 | |||
Variable interest rate terms and debt covenant ratios | |||
Margin rate, percent | 1.00% | ||
Credit Facility | Base Rate | Borrowing Base, Utilization Level 4 | |||
Variable interest rate terms and debt covenant ratios | |||
Margin rate, percent | 1.25% | ||
Credit Facility | Base Rate | Borrowing Base, Utilization Level 5 | |||
Variable interest rate terms and debt covenant ratios | |||
Margin rate, percent | 1.50% |
Long Term Debt - Senior Notes (
Long Term Debt - Senior Notes (Details) - USD ($) | Feb. 17, 2018 | Jan. 25, 2018 | Jan. 31, 2018 | Oct. 31, 2017 | Jul. 31, 2016 | Mar. 31, 2019 |
Long-Term Debt | ||||||
Face amount of debt | $ 750,000,000 | |||||
Senior Notes due 2021 | ||||||
Long-Term Debt | ||||||
Face amount of debt | $ 550,000,000 | |||||
Interest rate percentage | 7.875% | |||||
Proceeds from debt, net of discounts and issuance costs | $ 537,200,000 | |||||
Repayments of Debt, Principal | $ 500,600,000 | |||||
Repayments of Debt | $ 52,700,000 | 534,200,000 | ||||
Debt Instrument, Make Whole Provision | 3,000,000 | 32,600,000 | ||||
Interest Expense, Debt | 300,000 | $ 1,000,000 | ||||
Debt Instrument, Redemption Amount | $ 49,400,000 | |||||
Senior Notes due 2024 | ||||||
Long-Term Debt | ||||||
Face amount of debt | $ 400,000,000 | |||||
Interest rate percentage | 7.375% | |||||
Proceeds from debt, net of discounts and issuance costs | $ 392,600,000 | |||||
Immediate Due and Payable clause, percentage of holdings | 25.00% | |||||
Senior Notes due 2026 | ||||||
Long-Term Debt | ||||||
Face amount of debt | $ 750,000,000 | |||||
Interest rate percentage | 5.625% | |||||
Proceeds from debt, net of discounts and issuance costs | $ 737,900,000 |
Long Term Debt - Debt Discount,
Long Term Debt - Debt Discount, Issuance Costs, Interest (Details) - USD ($) $ in Millions | Feb. 17, 2018 | Jan. 25, 2018 | Mar. 31, 2019 | Mar. 31, 2018 |
Interest Incurred On Long Term Debt | ||||
Interest expense | $ 20.8 | $ 19.9 | ||
Interest costs capitalized | 2 | 2.6 | ||
Credit Facility | Other non-current assets | ||||
Long-Term Debt | ||||
Accumulated amortization, debt issuance costs | 3 | |||
Debt issuance costs | 16.3 | |||
Senior Notes due 2021 | ||||
Long-Term Debt | ||||
Amortization of Debt Issuance Costs, Accelerated Amount | 9.4 | |||
Interest Incurred On Long Term Debt | ||||
Debt Instrument, Make Whole Provision | $ 3 | $ 32.6 | ||
Second Lien Notes | ||||
Long-Term Debt | ||||
Amortization of debt discount | $ 1.5 | $ 10.4 |
Commodity Derivative Instrume_3
Commodity Derivative Instruments - Summary of Contracts (Details) | 3 Months Ended |
Mar. 31, 2019USD ($)MMBTUcontract$ / bbl$ / MMBTUbbl | |
Commodity derivative contracts | |
Number of counterparties | contract | 11 |
Derivative instruments in a net liability position with credit-risk-related contingent features | $ | $ 0 |
Crude | Swaps, 2018 | |
Summary of commodity derivative contracts | |
Notional volume (in barrels) | bbl | 5,550,000 |
Weighted average fixed price, Swaps (in $/Bbl or$/MMBtu) | $ / bbl | 55.69 |
Crude | Swap, 2019 | |
Summary of commodity derivative contracts | |
Notional volume (in barrels) | bbl | 2,400,000 |
Weighted average fixed price, Swaps (in $/Bbl or$/MMBtu) | $ / bbl | 60.01 |
Crude | Calls, 2018 | Sold | |
Summary of commodity derivative contracts | |
Notional volume (in barrels) | bbl | 4,200,000 |
Weighted average fixed price, Calls (in $/BBl or $/MMBtu) | $ / bbl | 53.34 |
Crude | Calls, 2019 | Sold | |
Summary of commodity derivative contracts | |
Notional volume (in barrels) | bbl | 8,100,000 |
Weighted average fixed price, Calls (in $/BBl or $/MMBtu) | $ / bbl | 54.30 |
Crude | Puts, 2018 | Purchased | |
Summary of commodity derivative contracts | |
Notional volume (in barrels) | bbl | 4,200,000 |
Weighted average put price (in $/Bbl or $/MMBtu) | $ / bbl | 61.68 |
Crude | Put Option2019 [Member] | Purchased | |
Summary of commodity derivative contracts | |
Notional volume (in barrels) | bbl | 8,100,000 |
Weighted average put price (in $/Bbl or $/MMBtu) | $ / bbl | 61.75 |
Natural Gas | Swaps, 2018 | |
Summary of commodity derivative contracts | |
Notional volume (in MMBtu) | 6,175,000 |
Weighted average fixed price, Swaps (in $/Bbl or$/MMBtu) | $ / bbl | 41.45 |
Natural Gas | Swaps, 2018 | Purchased | |
Summary of commodity derivative contracts | |
Notional volume (in MMBtu) | 27,000,000 |
Weighted average fixed price, Swaps (in $/Bbl or$/MMBtu) | $ / MMBTU | 2.75 |
Natural Gas | Swap, 2019 | |
Summary of commodity derivative contracts | |
Notional volume (in MMBtu) | 10,500,000 |
Weighted average fixed price, Swaps (in $/Bbl or$/MMBtu) | $ / bbl | 42.51 |
Natural Gas | Swap, 2019 | Purchased | |
Summary of commodity derivative contracts | |
Notional volume (in MMBtu) | 11,400,000 |
Weighted average fixed price, Swaps (in $/Bbl or$/MMBtu) | $ / MMBTU | 2.74 |
Natural Gas | Calls, 2018 | Sold | |
Summary of commodity derivative contracts | |
Notional volume (in MMBtu) | 0 |
Weighted average fixed price, Calls (in $/BBl or $/MMBtu) | $ / MMBTU | 0 |
Natural Gas | Calls, 2019 | Sold | |
Summary of commodity derivative contracts | |
Notional volume (in MMBtu) | 600,000 |
Weighted average fixed price, Calls (in $/BBl or $/MMBtu) | $ / MMBTU | 3.48 |
Natural Gas | Puts, 2018 | Purchased | |
Summary of commodity derivative contracts | |
Notional volume (in MMBtu) | 0 |
Weighted average fixed price, Calls (in $/BBl or $/MMBtu) | $ / MMBTU | 0 |
Natural Gas | Put Option2019 [Member] | Purchased | |
Summary of commodity derivative contracts | |
Notional volume (in MMBtu) | 600,000 |
Weighted average fixed price, Calls (in $/BBl or $/MMBtu) | $ / MMBTU | 2.90 |
Natural Gas | Basis Swaps, 2018 | |
Summary of commodity derivative contracts | |
Notional volume (in MMBtu) | 28,800,000 |
Weighted average fixed basis price ($/MMBtu) | $ / MMBTU | (0.74) |
Natural Gas | Basis Swap, 2019 | |
Summary of commodity derivative contracts | |
Notional volume (in MMBtu) | 21,600,000 |
Weighted average fixed basis price ($/MMBtu) | $ / MMBTU | (0.62) |
Commodity Derivative Instrume_4
Commodity Derivative Instruments - Gross and Net Fair Value (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets | ||
Gross amounts and adjustments made for net derivative assets | ||
Gross Amounts of Recognized Assets | $ 42,708,000 | $ 115,852,000 |
Gross Amounts Offset in the Balance Sheet | (42,482,000) | (66,945,000) |
Net Amounts of Assets Presented in the Balance Sheet | 226,000 | 48,907,000 |
Gross Amounts not Offset in the Balance Sheet | (388,000) | (192,000) |
Net Amounts | 226,000 | 57,147,000 |
Non-current assets | ||
Gross amounts and adjustments made for net derivative assets | ||
Gross Amounts of Recognized Assets | 44,196,000 | 17,217,000 |
Gross Amounts Offset in the Balance Sheet | (43,808,000) | (8,785,000) |
Net Amounts of Assets Presented in the Balance Sheet | 388,000 | 8,432,000 |
Gross Amounts not Offset in the Balance Sheet | 0 | 0 |
Net Amounts | 0 | 0 |
Financial collateral | ||
Financial collateral received | 0 | 0 |
Financial collateral pledged | 0 | 0 |
Current liabilities | ||
Gross amounts and adjustments made for net derivative liabilities | ||
Gross Amounts of Recognized Liabilities | (91,840,000) | (67,141,000) |
Gross Amounts Offset in the Balance Sheet | 42,482,000 | 66,945,000 |
Net Amounts of Liabilities Presented in the Balance Sheet | (49,358,000) | (196,000) |
Gross Amounts not Offset in the Balance Sheet | 388,000 | 192,000 |
Net Amounts | (54,846,000) | (4,000) |
Non-current liabilities | ||
Gross amounts and adjustments made for net derivative liabilities | ||
Gross Amounts of Recognized Liabilities | (49,684,000) | (8,785,000) |
Gross Amounts Offset in the Balance Sheet | 43,808,000 | 8,785,000 |
Net Amounts of Liabilities Presented in the Balance Sheet | (5,876,000) | 0 |
Gross Amounts not Offset in the Balance Sheet | 0 | 0 |
Net Amounts | $ 0 | $ 0 |
Commodity Derivative Instrume_5
Commodity Derivative Instruments - Gain (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income (loss) on derivatives | ||
Commodity derivatives loss | $ (122,091) | $ (50,328) |
Other income (expense) | ||
Income (loss) on derivatives | ||
Gain (Loss) on Price Risk Derivatives, Net | $ (122,091) | $ (50,328) |
Asset Retirement Obligations -
Asset Retirement Obligations - Summary (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Asset retirement obligations | |
Balance beginning of period | $ 69,791 |
Liabilities incurred or acquired | 105 |
Liabilities settled | (4,983) |
Revisions in estimated cash flows | 3,895 |
Accretion expense | 1,231 |
Balance end of period | $ 70,039 |
Fair Value Measurements - Recur
Fair Value Measurements - Recurring Basis (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2016 | Dec. 31, 2018 | |
Fair Value Measurements | ||||
Impairment of Oil and Gas Properties | $ 8,200,000 | $ 0 | ||
Asset transfers out of Level 2 into Level 1 | 0 | $ 0 | ||
Asset transfers into (out of) Level 3 | 0 | $ 0 | ||
Liability transfers out of Level 1 into Level 2 | 0 | 0 | ||
Liability transfers out of Level 2 into Level 1 | 0 | 0 | ||
Liability transfers into (out of) Level 3 | 0 | $ 0 | ||
Recurring | ||||
Financial Assets: | ||||
Commodity derivative assets | 614,000 | 57,339,000 | ||
Financial Liabilities: | ||||
Commodity derivative liabilities | 55,234,000 | 196,000 | ||
Recurring | Level 1 | ||||
Financial Assets: | ||||
Commodity derivative assets | 0 | 0 | ||
Financial Liabilities: | ||||
Commodity derivative liabilities | 0 | 0 | ||
Recurring | Level 2 | ||||
Financial Assets: | ||||
Commodity derivative assets | 614,000 | 57,339,000 | ||
Financial Liabilities: | ||||
Commodity derivative liabilities | 55,234,000 | 196,000 | ||
Recurring | Level 3 | ||||
Financial Assets: | ||||
Commodity derivative assets | 0 | 0 | ||
Financial Liabilities: | ||||
Commodity derivative liabilities | $ 0 | $ 0 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Fair Value of Financial Instruments | ||
Unamortized debt discount and debt issuance costs | $ 16,253 | $ 17,341 |
Carrying Amount | Senior Notes due 2024 | ||
Fair Value of Financial Instruments | ||
Long-term debt | 394,099 | 393,866 |
Unamortized debt discount and debt issuance costs | 5,900 | 6,100 |
Carrying Amount | Senior Notes due 2026 | ||
Fair Value of Financial Instruments | ||
Long-term debt | 703,871 | 738,793 |
Unamortized debt discount and debt issuance costs | 10,400 | 11,200 |
Fair value | Level 2 | Senior Notes due 2024 | ||
Fair Value of Financial Instruments | ||
Long-term debt | 335,000 | 330,000 |
Fair value | Level 2 | Senior Notes due 2026 | ||
Fair Value of Financial Instruments | ||
Long-term debt | 553,523 | 558,750 |
Line of Credit | Carrying Amount | ||
Fair Value of Financial Instruments | ||
Long-term debt | 325,000 | 285,000 |
Line of Credit | Fair value | Level 2 | ||
Fair Value of Financial Instruments | ||
Long-term debt | $ 325,000 | $ 285,000 |
Fair Value Measurements - Nonre
Fair Value Measurements - Nonrecurring (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | ||
Impairment of Oil and Gas Properties | $ 8,200,000 | $ 0 |
Income Taxes - Effective Tax Ra
Income Taxes - Effective Tax Rate (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Taxes | ||
Effective combined U.S. federal and state income tax rate | 23.60% | |
Income tax expense (in dollars) | $ (29,000) | $ (14,100) |
Statutory U.S. federal income tax rate | 21.00% |
Unit and Stock-Based Compensa_3
Unit and Stock-Based Compensation - Long Term Incentive Plan (Details) shares in Millions | Oct. 31, 2016shares |
2016 Long Term Incentive Plan | |
Share-based compensation | |
Shares reserved for issuance | 20.2 |
Unit and Stock-Based Compensa_4
Unit and Stock-Based Compensation - Long Term Incentive Plan Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Compensation costs | ||
Share-based compensation expense | $ 13,008 | $ 15,721 |
2016 Long Term Incentive Plan | Stock Options | ||
Assumptions used for the Black-Scholes valuation model | ||
Dividend yield (as a percent) | 0.00% | |
Forfeiture rate (as a percent) | 0.00% | |
Vesting period, in years | 3 years | |
Compensation costs | ||
Share-based compensation expense | $ 3,800 | $ 3,700 |
Unrecognized compensation costs | $ 8,400 | |
Weighted-average period for recognition, unvested awards | 7 months 6 days | |
Number of Shares | ||
Granted (in shares) | 0 | |
Forfeited (in shares) | 0 | |
Vested (in shares) | 0 | |
Non-vested Stock Options at end of period (in shares) | 1,748,148 | |
Weighted Average Exercise Price (in dollars per share) | ||
Granted (in dollars per share) | $ 0 | |
Forfeited (in dollars per share) | 0 | |
Vested (in dollars per share) | 0 | |
Non-vested Stock Options at end of period (in dollars per share) | $ 18.50 |
Unit and Stock-Based Compensa_5
Unit and Stock-Based Compensation - Long Term Incentive Plan RSUs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Compensation costs | ||
Share-based compensation expense | $ 13,008 | $ 15,721 |
2016 Long Term Incentive Plan | Stock Options | ||
Restricted Stock Units ("RSUs") | ||
Vesting period, in years | 3 years | |
Forfeiture rate (as a percent) | 0.00% | |
Compensation costs | ||
Share-based compensation expense | $ 3,800 | 3,700 |
Weighted-average period for recognition, unvested awards | 7 months 6 days | |
2016 Long Term Incentive Plan | RSUs | ||
Restricted Stock Units ("RSUs") | ||
Forfeiture rate (as a percent) | 0.00% | |
Compensation costs | ||
Share-based compensation expense | $ 6,900 | $ 6,000 |
Unrecognized compensation cost | $ 25,100 | |
Weighted-average period for recognition, unvested awards | 1 year 1 month 6 days | |
2016 Long Term Incentive Plan | RSUs - One Year Vesting | ||
Restricted Stock Units ("RSUs") | ||
Vesting period, in years | 1 year | |
2016 Long Term Incentive Plan | Vesting Period One | RSUs - One Year Vesting | ||
Restricted Stock Units ("RSUs") | ||
Vesting percentage | 100.00% | |
2016 Long Term Incentive Plan | Vesting Period One | RSUs - Three Year Vesting | ||
Restricted Stock Units ("RSUs") | ||
Vesting period, in years | 1 year | |
Vesting percentage | 25.00% | |
2016 Long Term Incentive Plan | Vesting Period Two | RSUs - Three Year Vesting | ||
Restricted Stock Units ("RSUs") | ||
Vesting period, in years | 2 years | |
Vesting percentage | 25.00% | |
2016 Long Term Incentive Plan | Vesting Period Three | RSUs - Three Year Vesting | ||
Restricted Stock Units ("RSUs") | ||
Vesting period, in years | 3 years | |
Vesting percentage | 50.00% |
Unit and Stock-Based Compensa_6
Unit and Stock-Based Compensation - Long Term Incentive Plan RSUs Rollforward (Details) - 2016 Long Term Incentive Plan | 3 Months Ended |
Mar. 31, 2019$ / sharesshares | |
RSUs | |
Number of Shares | |
Non-vested units at beginning of period (in shares) | shares | 3,102,335 |
Granted (in shares) | shares | 26,400 |
Forfeited (in shares) | shares | (10,825) |
Vested (in shares) | shares | (345,334) |
Non-vested units at end of period (in shares) | shares | 2,772,576 |
Weighted Average Grant Date Fair Value | |
Non-vested units at beginning of period (in dollars per share) | $ / shares | $ 16.91 |
Granted (in dollars per share) | $ / shares | 4.32 |
Forfeited (in dollars per share) | $ / shares | 13.64 |
Vested (in dollars per share) | $ / shares | 13.76 |
Non-vested units at end of period (in dollars per share) | $ / shares | $ 17.20 |
Performance Stock Awards | |
Number of Shares | |
Non-vested units at beginning of period (in shares) | shares | 2,794,083 |
Granted (in shares) | shares | 0 |
Forfeited (in shares) | shares | 0 |
Vested (in shares) | shares | 0 |
Non-vested units at end of period (in shares) | shares | 2,794,083 |
Weighted Average Grant Date Fair Value | |
Non-vested units at beginning of period (in dollars per share) | $ / shares | $ 9 |
Granted (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 0 |
Vested (in dollars per share) | $ / shares | 0 |
Non-vested units at end of period (in dollars per share) | $ / shares | $ 9 |
Unit and Stock-Based Compensa_7
Unit and Stock-Based Compensation - Incentive Restricted Stock Units (Details) - USD ($) $ in Thousands, shares in Millions | Jul. 17, 2017 | Mar. 31, 2019 | Mar. 31, 2018 |
Compensation costs | |||
Unit-based compensation | $ 13,008 | $ 15,721 | |
Employee Incentive | Incentive RSUs | Vesting Period One | |||
Incentive Units | |||
Service vesting period, in years | 3 years | ||
Vesting percentage | 25.00% | 25.00% | |
Employee Incentive | Incentive RSUs | Vesting Period Two | |||
Incentive Units | |||
Vesting percentage | 25.00% | 25.00% | |
Employee Incentive | Incentive RSUs | Vesting Period Three | |||
Incentive Units | |||
Vesting percentage | 25.00% | 50.00% | |
Employee Incentive | Incentive RSUs | Vesting Period Four | |||
Incentive Units | |||
Vesting percentage | 25.00% | ||
Employee Incentive | Incentive RSUs | |||
Compensation costs | |||
Unit-based compensation | $ 800 | $ 4,900 | |
Employee Incentive | Incentive RSUs | Vesting Period One | |||
Incentive Units | |||
Vesting period, in years | 1 year | ||
Employee Incentive | Incentive RSUs | Vesting Period Two | |||
Incentive Units | |||
Vesting period, in years | 6 months | 2 years | |
Employee Incentive | Incentive RSUs | Vesting Period Three | |||
Incentive Units | |||
Vesting period, in years | 12 months | 3 years | |
Employee Incentive | Incentive RSUs | Vesting Period Four | |||
Incentive Units | |||
Vesting period, in years | 18 months | ||
Officers | Employee Incentive | Employee Incentive | Common Stock | |||
Incentive Units | |||
Shares contributed to Extraction Employee Incentive, LLC | 2.7 | ||
2016 Long Term Incentive Plan | RSUs | |||
Incentive Units | |||
Forfeiture rate (as a percent) | 0.00% | ||
Compensation costs | |||
Unrecognized compensation cost | $ 25,100 | ||
Weighted-average period for recognition, unvested awards | 1 year 1 month 6 days |
Unit and Stock-Based Compensa_8
Unit and Stock-Based Compensation - Incentive Restricted Stock Units Rollforward (Details) - Incentive RSUs | 3 Months Ended |
Mar. 31, 2019$ / sharesshares | |
Number of Shares | |
Non-vested units at beginning of period (in shares) | shares | 476,000 |
Granted (in shares) | shares | 0 |
Forfeited (in shares) | shares | 0 |
Vested (in shares) | shares | (476,000) |
Non-vested units at end of period (in shares) | shares | 0 |
Weighted Average Grant Date Fair Value | |
Non-vested units at beginning of period (in dollars per share) | $ / shares | $ 20.45 |
Granted (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 0 |
Vested (in dollars per share) | $ / shares | 20.45 |
Non-vested units at end of period (in dollars per share) | $ / shares | $ 0 |
Unit and Stock-Based Compensa_9
Unit and Stock-Based Compensation - RUAs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Compensation costs | ||
Unit-based compensation costs | $ 13,008 | $ 15,721 |
Unit and Stock-Based Compens_10
Unit and Stock-Based Compensation Unit and Stock-Based Compensation - Performance Stock Awards (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation | $ 13,008 | $ 15,721 |
Performance Stock Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation | 1,500 | |
Unrecognized compensation cost | $ 7,600 | |
Weighted-average period for recognition, unvested awards | 1 year 6 months |
Earnings (Loss) Per Share - Com
Earnings (Loss) Per Share - Components (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Basic and Diluted EPS (in thousands, except per share data) | ||
Net loss | $ (94,032) | $ (51,995) |
Net Income (Loss) Attributable to Noncontrolling Interest | (3,975) | 0 |
Less: Adjustment to reflect Series A Preferred Stock dividends | (2,721) | (2,721) |
Less: Adjustment to reflect Series A Preferred Stock dividends | (1,596) | (1,438) |
Adjusted net loss available to common shareholders, basic and diluted | $ (102,324) | $ (56,154) |
Denominator | ||
Weighted average common shares outstanding, basic and diluted | 170,702 | 174,213 |
Earnings Per Common Share | ||
Basic and diluted (in dollars per share) | $ (0.60) | $ (0.32) |
Earnings (Loss) Per Share - Exc
Earnings (Loss) Per Share - Excluded and Antidilutive Securities (Details) - shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Out-of-the-money stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Securities excluded from diluted EPS calculation (in shares) | 4,500,000 | |
Series A Convertible Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Securities excluded from diluted EPS calculation (in shares) | 11,472,445 | 11,472,445 |
Stock Compensation Plan [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Securities excluded from diluted EPS calculation (in shares) | 8,933,600 |
Commitments and Contingencies -
Commitments and Contingencies - Leases (Details) | Dec. 31, 2018USD ($) |
Future minimum lease payments | |
2017 | $ 12,713 |
2018 | 3,371 |
2019 | 3,385 |
2020 | 3,360 |
2021 | 3,411 |
Thereafter | 15,719 |
Total rental commitments under non cancelable leases | $ 41,959 |
Commitments and Contingencies_2
Commitments and Contingencies - Drilling Rigs (Details) - Drilling Rig Commitments $ in Millions | 3 Months Ended |
Mar. 31, 2019USD ($)well | |
Drilling Rigs | |
Number of drilling rigs | well | 3 |
Early termination obligation | $ | $ 8.2 |
Commitments and Contingencies_3
Commitments and Contingencies - Commitments (Details) $ in Millions | Jul. 07, 2017MMcf | Dec. 15, 2016MMcf | Mar. 31, 2019USD ($)bbl / d | Aug. 07, 2017processing_plant |
Delivery and Gathering commitments | ||||
Aggregate estimated payments due | $ | $ 413 | |||
Long Term Crude Oil Delivery Commitment, November 2016, Ten Year Term | Minimum | ||||
Delivery and Gathering commitments | ||||
Delivery commitment, in barrels per day (Bpd), year one | 45,000 | |||
Delivery commitment, in barrels per day (Bpd), year two | 55,800 | |||
Delivery commitment, in barrels per day (Bpd), years three through seven | 61,800 | |||
Delivery commitment, in barrels per day (Bpd), years eight through ten | 58,000 | |||
Natural Gas Gathering and Processing Expansion Commitment | ||||
Delivery and Gathering commitments | ||||
Term of commitment | 7 years | |||
Processing Plant, Number | processing_plant | 2 | |||
Delivery commitment, daily | MMcf | 20.6 | 51.5 | ||
Target profit margin period, in years | 3 years | |||
Affiliated Entity [Member] | Long Term Crude Oil Delivery Commitment, November 2016, Ten Year Term | ||||
Delivery and Gathering commitments | ||||
Term of commitment | 10 years |
Commitments and Contingencies_4
Commitments and Contingencies - Future Minimum Lease Payments (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Loss Contingencies [Line Items] | |
2019 - remaining | $ 8,489 |
2020 | 7,596 |
2021 | 3,013 |
2022 | 2,196 |
2023 | 2,246 |
Thereafter | 10,574 |
Total lease payments | 34,114 |
Less interest | (4,499) |
Operating Lease, Liability | 29,615 |
Accounts Payable and Accrued Liabilities [Member] | |
Loss Contingencies [Line Items] | |
Operating Lease, Liability | 10,000 |
Other Liabilities [Member] | |
Loss Contingencies [Line Items] | |
Operating Lease, Liability | $ 20,000 |
Related Party Transactions - Du
Related Party Transactions - Due From Related Parties (Details) | 1 Months Ended |
Apr. 30, 2016USD ($) | |
Board member | Star Peak Capital Office Lease | |
Office Lease with Related Affiliate | |
Monthly rent | $ 1,400 |
Related Party Transactions - _2
Related Party Transactions - Due to Related Parties (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 | Jan. 31, 2018 |
Due to Related Party | |||
Face amount of debt | $ 750,000,000 | ||
Senior Notes due 2026 | |||
Due to Related Party | |||
Face amount of debt | $ 750,000,000 | ||
Debt outstanding | 714,223,000 | $ 750,000,000 | |
Senior Notes due 2026 | Related Party Debt Transaction | 5% Holdings' Members | |||
Due to Related Party | |||
Debt outstanding | $ 56,200,000 |
Segment Information (Details)
Segment Information (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019USD ($)segment | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($) | |
Segment Reporting Information [Line Items] | |||
Number of Operating Segments | segment | 2 | ||
Revenues | $ 221,917 | $ 230,215 | |
Interest Income, Other | 779 | 49 | |
Interest Expense | (13,008) | (63,302) | |
Income (Loss) From Unconsolidated Subsidiaries, Before Tax | 338 | 339 | |
Operating Expense and Other Income (Expense) | (130,661) | (159,121) | |
Assets | 4,096,999 | 3,565,199 | $ 4,166,027 |
Payments to Acquire Property, Plant, and Equipment | 217,485 | 253,278 | |
Equity Method Investments | 17,555 | 8,172 | |
Net Income (Loss) Before Interest, Taxes, Depreciation, Amortization and Exploration Expense | 138,187 | 140,971 | |
Depreciation, Depletion and Amortization | (118,770) | (96,207) | |
Impairment of Long-Lived Assets Held-for-use | (8,248) | 0 | |
Exploration Expense | (6,194) | (7,267) | |
Gain (Loss) on Disposition of Property Plant Equipment | 222 | 0 | |
Commodity derivatives loss | (122,091) | (50,328) | |
Unrealized Gain (Loss) on Derivatives and Commodity Contracts | 10,329 | 23,253 | |
Premiums Paid For Settlement of Derivatives | 9,549 | 2,506 | |
Allocated Share-based Compensation Expense | (13,008) | (15,721) | |
Amortization of Debt Issuance Costs | (1,497) | (10,442) | |
Payments for Make-Whole Premium On Long Term Debt | 0 | (35,600) | |
Gain (Loss) on Repurchase of Debt Instrument | 7,317 | 0 | |
Interest Revenue (Expense), Net | (18,828) | (17,260) | |
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | (123,032) | (66,095) | |
Exploration and Production [Member] | |||
Segment Reporting Information [Line Items] | |||
Net Income (Loss) Before Interest, Taxes, Depreciation, Amortization and Exploration Expense | 138,339 | 140,632 | |
Gathering and Facilities [Member] | |||
Segment Reporting Information [Line Items] | |||
Net Income (Loss) Before Interest, Taxes, Depreciation, Amortization and Exploration Expense | (152) | 339 | |
Operating Segments [Member] | Exploration and Production [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 221,917 | 230,215 | |
Interest Income, Other | 154 | 49 | |
Interest Expense | (13,008) | (63,302) | |
Income (Loss) From Unconsolidated Subsidiaries, Before Tax | 0 | 0 | |
Operating Expense and Other Income (Expense) | (131,605) | (159,460) | |
Assets | 3,813,513 | 3,555,206 | |
Payments to Acquire Property, Plant, and Equipment | 158,622 | 247,704 | |
Equity Method Investments | 0 | 0 | |
Depreciation, Depletion and Amortization | 118,751 | 96,207 | |
Operating Segments [Member] | Gathering and Facilities [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 0 | 0 | |
Interest Income, Other | 625 | 0 | |
Interest Expense | 0 | 0 | |
Income (Loss) From Unconsolidated Subsidiaries, Before Tax | 338 | 339 | |
Operating Expense and Other Income (Expense) | 944 | 339 | |
Assets | 284,200 | 9,993 | |
Payments to Acquire Property, Plant, and Equipment | 58,863 | 5,574 | |
Equity Method Investments | 17,555 | 8,172 | |
Depreciation, Depletion and Amortization | 19 | 0 | |
Intersegment Eliminations [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 0 | 0 | |
Interest Income, Other | 0 | 0 | |
Interest Expense | 0 | 0 | |
Income (Loss) From Unconsolidated Subsidiaries, Before Tax | 0 | 0 | |
Operating Expense and Other Income (Expense) | 0 | 0 | |
Assets | (714) | 0 | |
Payments to Acquire Property, Plant, and Equipment | 0 | 0 | |
Equity Method Investments | 0 | 0 | |
Net Income (Loss) Before Interest, Taxes, Depreciation, Amortization and Exploration Expense | 0 | 0 | |
Depreciation, Depletion and Amortization | 0 | 0 | |
Intersegment Eliminations [Member] | Exploration and Production [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 0 | 0 | |
Intersegment Eliminations [Member] | Gathering and Facilities [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | $ 0 | $ 0 |