Basis of Presentation, Significant Accounting Policies and Recent Accounting Pronouncements | Basis of Presentation, Restatement, 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 unaudited 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. Restatement of Previously Issued Unaudited Condensed Consolidated Financial Statements The Company concluded subsequent to filing Form 10Q/A Amendment No. 1 with the SEC that one of the Company's revenue contracts should have been accounted for with an earlier termination date due to an automatic renewal provision. The contract term impacts the amount of consideration that can be included in the transaction price. The Company had accounted for revenue relating to the contract assuming a term ending in August 2023. Upon subsequent review, the Company determined that the proper accounting treatment pursuant to ASC 606 - Revenue from Contracts with Customers would have been to evaluate the contract with a term ending on April 30, 2021 because the contract may be terminated by either party with no penalty effective as of such date. However, the contract cannot be extended beyond October 2026. Accounting for the contract with an earlier termination date resulted in a decrease to the Company’s revenues of $20.0 million for the three and nine months ended September 30, 2019 and an increase to the Company's assets and liabilities of $12.3 million and $32.3 million as of September 30, 2019, respectively. Corrections to prior periods were immaterial. The following tables present the effect of the correction discussed above on selected line items of our previously reported condensed consolidated balance sheet as of September 30, 2019, and the Company's condensed consolidated statements of operations for the three and nine months ended September 30, 2019 and the Company's condensed consolidated statements of cash flows for the nine months ended September 30, 2019 (in thousands). Condensed Consolidated Balance Sheet September 30, 2019 As Reported Adjustments As Restated Inventory, prepaid expenses and other $ 19,489 $ 9,365 $ 28,854 Total Current Assets 268,542 9,365 277,907 Other non-current assets 66,346 2,944 69,290 Total Non-Current Assets 107,866 2,944 110,810 Total Assets 4,429,158 12,309 $ 4,441,467 Accounts payable and accrued liabilities 216,193 1 216,194 Total Current Liabilities 471,108 1 471,109 Other non-current liabilities 23,412 32,340 55,752 Deferred tax liability 115,876 (5,800) 110,076 Total Non-Current Liabilities 1,912,648 26,540 1,939,188 Total Liabilities 2,383,756 26,541 2,410,297 Accumulated deficit (378,220) (14,232) (392,452) Total Extraction Oil & Gas, Inc. Stockholders' Equity 1,617,899 (14,232) 1,603,667 Total Stockholders' Equity 1,876,120 (14,232) 1,861,888 Total Liabilities and Stockholders' Equity $ 4,429,158 $ 12,309 $ 4,441,467 Condensed Consolidated Statements of Operations Three Months Ended September 30, 2019 As Reported Adjustments As Restated Oil sales $ 171,074 $ (20,032) $ 151,042 Total Revenues 196,974 (20,032) 176,942 Operating Income (Loss) 2,687 (20,032) (17,345) Income (Loss) Before Income Taxes 68,756 (20,032) 48,724 Income tax expense (20,600) 5,800 (14,800) Net Income (Loss) 48,156 (14,232) 33,924 Net Income (Loss) Attributable to Extraction Oil & Gas, Inc. 42,380 (14,232) 28,148 Net Income (Loss) Attributable to Common Shareholders 37,977 (14,232) 23,745 Income (Loss) Per Common Share (Note 10) 0.28 (0.11) 0.17 Nine Months Ended September 30, 2019 As Reported Adjustments As Restated Oil sales $ 521,623 $ (20,032) $ 501,591 Total Revenues 640,948 (20,032) 620,916 Operating Income (Loss) 16,344 (20,032) (3,688) Income (Loss) Before Income Taxes 4,268 (20,032) (15,764) Income tax expense (6,700) 5,800 (900) Net Income (Loss) (2,432) (14,232) (16,664) Net Income (Loss) Attributable to Extraction Oil & Gas, Inc. (16,281) (14,232) (30,513) Net Income (Loss) Attributable to Common Shareholders (29,360) (14,232) (43,592) Income (Loss) Per Common Share (Note 10) (0.19) (0.09) (0.28) Condensed Consolidated Statements of Cash Flows Nine Months Ended September 30, 2019 As Reported Adjustments As Restated Net income (loss) $ (2,432) $ (14,232) $ (16,664) Contract asset (liability) — 22,175 22,175 Deferred income tax expense 6,700 (5,800) 900 Inventory, prepaid expenses and other (3,479) 4,557 1,078 Accounts payable and accrued liabilities 231 (6,700) (6,469) Net cash provided by operating activities 356,561 — 356,561 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. Revenue During the third quarter of 2019, the Company allocated $22.2 million to a satisfied performance obligation, recognized within oil sales for the three and nine months ended September 30, 2019, pursuant to Accounting Standards Codification ("ASC") 606, Revenue Recognition. Also, during the third quarter of 2019, the Company estimated a performance obligation under ASC 606 - Revenue from Contracts with Customers of $39.0 million, of which $3.4 million is recorded in accounts payable and accrued liabilities and $35.6 million is recorded in other non-current liabilities. A corresponding asset was recorded in the amount of $16.9 million, of which $10.4 million is recorded in inventory, prepaid expenses and other and $6.5 million is recorded in other non-current assets. These amounts were included in the condensed consolidated balance sheet as of September 30, 2019. Leases The Company accounts for leases in accordance with 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 assesses 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 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 and nine months ended September 30, 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 September 30, 2019 Nine Months Ended September 30, 2019 Lease Costs included in the Condensed Consolidated Balance Sheets Proved oil and gas properties, including drilling, completions and ancillary equipment, and gathering systems and facilities (1) $ 92,023 $ 230,940 Lease Costs included in the Condensed Consolidated Statements of Operations Operating lease costs (2) $ 9,210 $ 22,627 General and administrative expenses (3) $ 1,054 $ 2,811 Total operating lease costs $ 10,264 $ 25,438 Total lease costs $ 102,287 $ 256,378 (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 $2.3 million and $6.5 million of lease costs and $0.3 million and $0.5 million of variable costs associated with operating leases for the three and nine months ended September 30, 2019, respectively. (3) Includes $0.3 million and $1.1 million of lease costs and $0.4 million and $1.0 million of variable costs associated with operating leases, as well as $0.1 million and $0.2 million of sublease income for the three and nine months ended September 30, 2019, respectively. Supplemental cash flow information related to operating leases for the nine months ended September 30, 2019, was as follows (in thousands): Nine Months Ended September 30, 2019 Cash paid for amounts included in the measurements of lease liabilities Operating cash flows from operating leases $ (9,014) Right-of-use assets obtained in exchange for lease obligations Operating leases $ (2,997) Supplemental balance sheet information related to operating and finance leases as of September 30, 2019, were as follows (in thousands, except lease term and discount rate): Classification As of September 30, 2019 Operating Leases Operating lease right-of-use assets Other non-current assets $ 20,470 Operating lease obligation - short-term Accounts payable and accrued liabilities 9,236 Operating lease obligation - long-term Other non-current liabilities 16,827 Total operating lease liabilities $ 26,063 Weighted Average Remaining Lease Term in Years Operating leases 5.8 Weighted Average Discount Rate Operating leases 4.7 % As of September 30, 2019, the Company was subject to commitments on one drilling rig contracted through November 2019. These costs are capitalized within proved oil and gas properties on the condensed consolidated balance sheets and are included as short-term lease costs. Beginning in November 2019, the Company will be subject to commitments on one drilling rig contracted through February 2021. As of September 30, 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—Leases (Topic 842), 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 condensed 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 June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses. In May 2019, ASU No. 2016-13 was subsequently amended by ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses and ASU No. 2019-05, Financial Instruments—Credit Losses (Topic 326): Targeted Transition Relief. ASU No. 2016-13, as amended, affects trade receivables, financial assets and certain other instruments that are not measured at fair value through net income. This ASU will replace the currently required incurred loss approach with an expected loss model for instruments measured at amortized cost and is effective for financial statements issued for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. ASU No. 2016-13 will be applied using a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The Company does not believe the adoption of this ASU will have a material impact on the Company’s consolidated financial statements as the Company does not have a history of material credit losses. 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 unaudited condensed consolidated financial statements and related disclosures that have been issued but not yet adopted by the Company through the date of this filing. |