xec-20200805
0001168054FALSE00011680542020-08-052020-08-05


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 5, 2020

CIMAREX ENERGY CO.
(Exact name of registrant as specified in its charter)
Delaware001-3144645-0466694
(State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.)
1700 Lincoln Street, Suite 3700
DenverColorado80203
(Address of principal executive offices)(Zip Code)

(303) 295-3995
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s)Name of each exchange on which registered
Common Stock ($0.01 par value) XECNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§ 240.12b–2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.



ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

After the close of trading on the New York Stock Exchange on August 5, 2020, Cimarex Energy Co. (“Cimarex”) issued a news release reporting its financial results for the second quarter 2020. The news release is included in this report as Exhibit 99.1.

In accordance with General Instructions B.2. of Form 8-K, the information described in this Item 2.02, including the matters discussed in the conference call and the contents of the investor presentation, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

ITEM 7.01 REGULATION FD DISCLOSURE

After the close of trading on the New York Stock Exchange on August 5, 2020, Cimarex issued a news release reporting its financial results for the second quarter 2020. A copy of the news release is furnished as Exhibit 99.1 to this report.

Cimarex will host a conference call on August 6, 2020 at 11:00 a.m. EST (9:00 a.m. MST). The call will be webcast and accessible on the Cimarex website at www.cimarex.com. To join the live, interactive call, dial 866-367-3053 ten minutes before the scheduled start time (callers in Canada dial 855-669-9657 and international callers dial 412-902-4216). A replay will be available on the company’s website.

For more details on Cimarex’s second quarter 2020 results, please refer to the company’s investor presentation available at www.cimarex.com.

All statements in the news release and presentation and conference call referenced in the earnings news release, other than historical financial information, may be deemed to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Please refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC, and other filings including our Current Reports on Form 8-K and Quarterly Reports on Form 10-Q, for a list of certain risk factors that may affect these forward-looking statements.

In accordance with General Instructions B.2. of Form 8-K, the information described in this Item 7.01, including the matters discussed in the conference call and the contents of the investor presentation, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.


2



ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

D. Exhibits

Exhibit No. Description
104Cover Page Interactive Data File (embedded within the Inline XBRL document)

3



SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

         
Dated: August 5, 2020
CIMAREX ENERGY CO.
/s/ G. Mark Burford
G. Mark Burford
Senior Vice President and Chief Financial Officer




4

Document
N E W S
Cimarex Energy Co.
1700 Lincoln Street, Suite 3700
Denver, CO 80203
Phone: (303) 295-3995
https://cdn.kscope.io/3dbdfe030da7cbb9cf7b83b9eec38946-cimarexa091.jpg

Cimarex Reports Second Quarter 2020 Results
Generated Cash from Operating Activities of $145 million in the quarter
Invested $84 million in the second quarter
$26 million in free cash flow after dividend
Oil production averaged 78,000 barrels per day

DENVER, August 5, 2020 - Cimarex Energy Co. (NYSE: XEC) today reported a second quarter 2020 net loss of $925.1 million, or $9.28 per share, compared to net income of $109.3 million, or $1.07 per share, in the same period a year ago. Second quarter results were negatively impacted by non-cash charges related to the impairment of oil and gas properties. Second quarter adjusted net income (non-GAAP) was $(52.4) million, or $(0.51) per share, compared to second quarter 2019 adjusted net income (non-GAAP) of $83.0 million, or $0.82 per share1. Net cash provided by operating activities was $144.7 million in the second quarter of 2020 compared to $414.0 million in the same period a year ago. Adjusted cash flow from operations (non-GAAP) was $144.5 million in the second quarter of 2020 compared to $336.4 million in the second quarter a year ago1.

Oil production averaged 78.0 thousand barrels (MBbls) per day. Total company production volumes for the quarter averaged 254.7 thousand barrels of oil equivalent (MBOE) per day. Second quarter production volumes were impacted by the operational slow down announced in March and a 20 percent temporary curtailment of May production related to the extreme fluctuation in oil prices caused by the COVID-19 pandemic and the actions of OPEC and other countries during the quarter.

Realized oil prices averaged $19.57 per barrel, down 64 percent from the $54.24 per barrel received in the second quarter of 2019. Realized natural gas prices averaged $0.91 per thousand cubic feet (Mcf), up 82 percent from the second quarter 2019 average of $0.50 per Mcf. NGL prices averaged $7.52 per barrel, down 43 percent from the $13.08 barrel received in the second quarter of 2019.

Cimarex's realized oil price was impacted by a negative differential to WTI of $8.28 per barrel in the quarter from $1.99 per barrel in the previous quarter, with a negative oil price differential in the Permian of $8.12 per barrel in the second quarter, $2.00 per barrel sequentially. Our realized local natural gas price differentials improved in both regions. The company realized a negative differential to Henry Hub on its Permian natural gas production of $1.09 per Mcf in the second quarter of 2020 compared to $3.10 per Mcf in the second quarter of 2019 and $1.85 in the first quarter of 2020. In the Mid-Continent region, the company's average negative differential to Henry Hub was $0.31 per Mcf versus $0.86 per Mcf in the second quarter of 2019 and $0.57 in the first quarter of 2020.
1




Cimarex invested a total of $84 million during the second quarter, of which $49 million was attributable to drilling and completion activities. Second quarter investments were funded with cash flow from operating activities. Total debt at June 30, 2020 consisted of $2.0 billion of long-term notes, with no debt maturities until 2024. Cimarex had no borrowings under its revolving credit facility and a cash balance of $44 million at quarter end.
2



Outlook
Cimarex Chairman and CEO, Tom Jorden, said, “The second quarter required drastic and prudent action. Our response to the challenging price environment included a significant decrease in activity and curtailing May production volumes. With improved oil prices we have elected to resume activity. We are bringing three additional drilling rigs back to work in the third quarter and will begin completing wells again in September with two completion crews on the schedule. As a result, we expect capital investment for the year to total approximately $600 million, in line with expectations of an operational restart from our previous guidance range." The table below shows a breakdown of the projected capital by category:
Capital Investment ($MM)Updated 2020E Guidance
Drilling and Completion (D&C)~ $430
Midstream/Saltwater Disposal (SWD)~ 40
Other*~ 130
Total Capital Investment~ $600
*Capitalized overhead, production, NPL, and technology
Cimarex is also giving production and expense guidance for the remainder of 2020. Third quarter 2020 production volumes are expected to average 230 - 250 MBOE per day, with oil volumes estimated to average 69.0 - 74.0 MBbls per day. Total 2020 daily production volumes are expected to average 240 - 250 MBOE per day, with annual oil volumes estimated to average 75.0 - 78.0 MBbls per day.
Expenses per BOE of production for 2020 are estimated to be:
Production expense$2.90 - $3.30
Transportation, processing and other expense2.10 - 2.40
DD&A and ARO accretion7.40 - 7.90
General and administrative expense0.95 - 1.15
Taxes other than income (% of oil and gas revenue)6.0% - 8.0%

Mr. Jorden continued, "This activity puts us in a strong position as we enter 2021. We see Cimarex in a position to generate more than enough free cash flow to fund our dividend in 2021 at $35 WTI, a testament to increasing efficiencies. Any excess free cash flow would be used to fund dividend increases and grow cash on the balance sheet to retire debt."
"The health and safety of our employees remains top of mind. Cimarex has taken a number of steps to protect employees in the wake of the COVID-19 pandemic including the implementation of a staggered office schedule and the adoption of COVID-19 protocols for field staff and employees working in the office."

3


Operations Update
Cimarex invested $84 million during the second quarter, with 88 percent invested in the Permian Basin and 12 percent in the Mid-Continent. Cimarex brought 37 gross (12.5 net) wells on production during the quarter. At June 30, 73 gross (31.1 net) wells were waiting on completion.
WELLS BROUGHT ON PRODUCTION BY REGION
Three Months Ended
June 30,
Six Months Ended
June 30,
2020201920202019
Gross wells
Permian Basin17  44  52  56  
Mid-Continent20  66  39  92  
37  110  91  148  
Net wells
Permian Basin11.1  31.9  30.9  36.9  
Mid-Continent1.4  7.8  1.7  10.7  
12.5  39.7  32.6  47.6  

Permian Region
Production from the Permian region averaged 185.7 MBOE per day in the second quarter, a two percent decrease from second quarter 2019. Oil volumes averaged 68.8 MBbls per day, a three percent decrease from second quarter 2019 and down 14 percent sequentially.

Cimarex brought 17 gross (11.1 net) wells on production in the Permian region during the second quarter. There were 47 gross (31.1 net) wells waiting on completion at June 30. Cimarex is currently operating three drilling rigs but no completion crews in the region.

Mid-Continent Region
Production from the Mid-Continent averaged 68.7 MBOE per day for the second quarter, down 20 percent from second quarter 2019 and down 6 percent sequentially.

During the second quarter, 20 gross (1.4 net) wells were brought on production in the Mid-Continent region. At the end of the quarter, 26 gross (<1 net) wells were waiting on completion. Cimarex is not currently operating drilling rigs or completion crews in the Mid-Continent.

4


Cimarex’s average daily production and commodity price by region is summarized below:
DAILY PRODUCTION BY REGION
Three Months Ended
June 30,
Six Months Ended
June 30,
2020201920202019
Permian Basin
Gas (MMcf)417.8  379.3  433.4  360.1  
Oil (Bbls)68,791  70,669  74,198  67,835  
NGL (Bbls)47,291  54,813  48,111  50,567  
Total Equivalent (MBOE)185.7  188.7  194.5  178.4  
Mid-Continent
Gas (MMcf)237.3  285.5  240.7  291.3  
Oil (Bbls)9,063  12,623  9,502  13,419  
NGL (Bbls)20,068  25,496  21,089  26,060  
Total Equivalent (MBOE)68.7  85.7  70.7  88.0  
Total Company
Gas (MMcf)656.0  665.8  675.2  652.5  
Oil (Bbls)77,956  83,430  83,873  81,433  
NGL (Bbls)67,402  80,362  69,251  76,680  
Total Equivalent (MBOE)254.7  274.8  265.6  266.9  
AVERAGE REALIZED PRICE BY REGION
Three Months Ended
June 30,
Six Months Ended
June 30,
2020201920202019
Permian Basin
Gas ($ per Mcf)0.62  (0.46) 0.35  0.34  
Oil ($ per Bbl)19.73  54.02  32.84  51.15  
NGL ($ per Bbl)6.78  11.97  7.83  13.72  
Mid-Continent
Gas ($ per Mcf)1.40  1.78  1.39  2.24  
Oil ($ per Bbl)18.32  55.43  31.83  54.01  
NGL ($ per Bbl)9.26  15.47  10.71  16.51  
Total Company
Gas ($ per Mcf)0.91  0.50  0.72  1.19  
Oil ($ per Bbl)19.57  54.24  32.74  51.64  
NGL ($ per Bbl)7.52  13.08  8.71  14.67  
5


Other
Cimarex received cash settlements of $5.9 million related to its gas hedges during the quarter. Settlement of oil hedges resulted in cash receipts of $58.1 million.

The following table summarizes the company’s current open hedge positions:
3Q204Q201Q212Q213Q214Q211Q22
Gas Collars:PEPL (2)
Volume (MMBtu/d)100,000  100,000  100,000  90,000  70,000  70,000  40,000  
Wtd Avg Floor$1.78  $1.78  $1.83  $1.83  $1.88  $1.88  $2.00  
Wtd Avg Ceiling$2.21  $2.21  $2.23  $2.22  $2.29  $2.29  $2.40  
El Paso Perm (2)
Volume (MMBtu/d)70,000  70,000  70,000  70,000  50,000  50,000  20,000  
Wtd Avg Floor$1.36  $1.36  $1.50  $1.50  $1.64  $1.64  $1.85  
Wtd Avg Ceiling$1.64  $1.64  $1.79  $1.79  $1.95  $1.95  $2.18  
Waha (2)
Volume (MMBtu/d)70,000  70,000  90,000  90,000  70,000  70,000  40,000  
Wtd Avg Floor$1.43  $1.43  $1.52  $1.52  $1.65  $1.65  $1.77  
Wtd Avg Ceiling$1.73  $1.73  $1.83  $1.83  $1.98  $1.98  $2.15  
Oil Collars:WTI (3)
Volume (Bbl/d)41,000  41,000  40,000  30,000  21,000  21,000  7,000  
Wtd Avg Floor$40.91  $40.91  $38.06  $34.23  $31.48  $31.48  $35.00  
Wtd Avg Ceiling$49.84  $49.84  $46.45  $42.25  $39.67  $39.67  $45.28  
Oil Basis Swaps:WTI Midland (4)
Volume (Bbl/d)32,000  32,000  31,000  25,000  20,000  20,000  7,000  
Wtd Avg Differential$0.18  $0.18  $0.03  $(0.10) $(0.38) $(0.38) $0.11  
Oil Roll Differential Swaps:WTI (3)
Volume (Bbl/d)—  —  7,000  7,000  7,000  7,000  7,000  
Wtd Avg Price$—  $—  $(0.24) $(0.24) $(0.24) $(0.24) $(0.24) 

Conference call and webcast
Cimarex will host a conference call tomorrow, August 6, 2020 at 11:00 a.m. EST (9:00 a.m. MST). The call will be webcast and accessible on the Cimarex website at www.cimarex.com. To join the live, interactive call, please dial 866-367-3053 ten minutes before the scheduled start time (callers in Canada dial 855-669-9657 and international callers dial 412-902-4216). A replay will be available on the company’s website.

6


Investor Presentation
For more details on Cimarex’s second quarter 2020 results, please refer to the company’s investor presentation available at www.cimarex.com.

About Cimarex Energy
Denver-based Cimarex Energy Co. is an independent oil and gas exploration and production company with principal operations in the Permian Basin and Mid-Continent areas of the U.S.

This press release contains forward-looking statements, including statements regarding projected results and future events. In particular, the disclosures under the heading “Outlook” contain projections for certain 2020 operational and financial metrics. These forward-looking statements are based on management’s judgment as of the date of this press release and include certain risks and uncertainties. Please refer to the company's Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC, and other filings including our Current Reports on Form 8-K and Quarterly Reports on Form 10-Q, for a list of certain risk factors that may affect these forward-looking statements.
Actual results may differ materially from company projections and other forward-looking statements and can be affected by a variety of factors outside the control of the company including among other things: oil, NGL and natural gas price levels and volatility, including those resulting from demand destruction from the COVID-19 pandemic; disruptions to the availability of workers and contractors due to illness and stay at home orders related to the COVID-19 pandemic; disruptions to gathering, pipeline, refining, transportation and other midstream and downstream activities due to the COVID-19 pandemic; disruptions to supply chains and availability of critical equipment and supplies, including as a result of the COVID-19 pandemic; the effectiveness of controls over financial reporting; declines in the values of our oil and gas properties resulting in impairments; impairments of goodwill; higher than expected costs and expenses, including the availability and cost of services and materials, which may be impacted by the COVID-19 pandemic; our ability to successfully integrate the March 2019 acquisition of Resolute Energy Corporation; compliance with environmental and other regulations; costs and availability of third party facilities for gathering, processing, refining and transportation; risks associated with concentration of operations in one major geographic area; environmental liabilities; the ability to receive drilling and other permits and rights-of-way in a timely manner, which may be negatively impacted by COVID-19 restrictions on regulatory personnel who process and approve those matters; development drilling and testing results; the potential for production decline rates to be greater than expected; performance of acquired properties and newly drilled wells; regulatory approvals, including regulatory restrictions on federal lands which may be negatively impacted by a change in administration; legislative or regulatory changes, including initiatives related to hydraulic fracturing, emissions and disposal of produced water, which may be negatively impacted by a change in administration; unexpected future capital expenditures; economic and competitive conditions; the availability and cost of capital; the ability to obtain industry partners to jointly explore certain prospects, and the willingness and ability of those partners to meet capital obligations when requested; changes in estimates of proved reserves; derivative and hedging activities; the success of the company's risk management activities; title to properties; litigation; the ability to complete property sales or other transactions; and other factors discussed in the company's reports filed with the SEC. Cimarex Energy Co. encourages readers to consider the risks and uncertainties associated with projections and other forward-looking statements. In addition, the company assumes no obligation to publicly revise or update any forward-looking statements based on future events or circumstances.

FOR FURTHER INFORMATION CONTACT
Cimarex Energy Co.
Karen Acierno
303-285-4957
www.cimarex.com
                  
1Adjusted net income and adjusted cash flow from operations are non-GAAP financial measures. See below for reconciliations of the related GAAP amounts.
2PEPL refers to Panhandle Eastern Pipe Line Tex/OK Mid-Continent index, El Paso Perm refers to El Paso Permian Basin index, and Waha refers to West Texas (Waha) Index, all as quoted in Platt’s Inside FERC.
3WTI refers to West Texas Intermediate oil price as quoted on the New York Mercantile Exchange.
4Index price on basis swaps is WTI NYMEX less the weighted average WTI Midland differential, as quoted by Argus Americas Crude.
7


RECONCILIATION OF ADJUSTED NET (LOSS) INCOME

The following reconciles net (loss) income as reported under generally accepted accounting principles (GAAP) to adjusted net (loss) income (non-GAAP) for the periods indicated.
Three Months Ended
June 30,
Six Months Ended
June 30,
2020201920202019
(in thousands, except per share data)
Net income (loss)$(925,147) $109,309  $(1,699,429) $135,625  
Impairment of oil and gas properties (1)941,198  —  1,274,849  —  
Impairment of goodwill—  —  714,447  —  
Mark-to-market loss (gain) on open derivative positions187,826  (34,531) 4,000  71,870  
Loss on early extinguishment of debt—  —  —  4,250  
Acquisition related costs—  74  —  8,391  
Asset retirement obligation—  —  2,800  —  
Tax impact (2)(256,289) 8,166  (289,653) (20,029) 
Adjusted net (loss) income$(52,412) $83,018  $7,014  $200,107  
Diluted earnings (loss) per share$(9.28) $1.07  $(17.05) $1.34  
Adjusted diluted earnings (loss) per share*$(0.51) $0.82  $0.07  $2.01  
Weighted-average number of shares outstanding:
Adjusted diluted**102,114  101,448  102,122  99,592  
______________________________________
(1)An additional ceiling test impairment is anticipated in the third quarter.
(2)Because the goodwill impairment is not deductible for tax purposes, the tax impact in the 2020 period is calculated using an effective tax rate determined by excluding goodwill from the effective tax rate calculation.

Adjusted net (loss) income and adjusted diluted earnings (loss) per share exclude the noted items because management believes these items affect the comparability of operating results. The company discloses these non-GAAP financial measures as a useful adjunct to GAAP measures because:

a)Management uses adjusted net (loss) income to evaluate the company's operating performance between periods and to compare the company's performance to other oil and gas exploration and production companies.
b)Adjusted net (loss) income is more comparable to earnings estimates provided by research analysts.

* Does not include adjustments resulting from application of the "two-class method" used to determine earnings per share under GAAP.

** Reflects the weighted-average number of common shares outstanding during the period as adjusted for the dilutive effects of outstanding stock options.

8


RECONCILIATION OF ADJUSTED CASH FLOW FROM OPERATIONS, FREE CASH FLOW AND
FREE CASH FLOW AFTER DIVIDEND

The following table provides a reconciliation from generally accepted accounting principles (GAAP) measures of net cash provided by operating activities to adjusted cash flows from operations (non-GAAP), free cash flow (non-GAAP) and free cash flow after dividend (non-GAAP) for the periods indicated.
Three Months Ended
June 30,
Six Months Ended
June 30,
2020201920202019
(in thousands)
Net cash provided by operating activities$144,706  $413,992  $453,497  $664,083  
Change in operating assets and liabilities(178) (77,630) (2,548) 23,341  
Adjusted cash flow from operations144,528  336,362  450,949  687,424  
Oil and gas expenditures(152,510) (379,015) (418,580) (711,757) 
Other capital expenditures(11,627) (22,313) (38,052) (40,141) 
Change in capital accruals68,813  61,085  86,286  14,654  
Free cash flow49,204  (3,881) 80,603  (49,820) 
Dividends paid(23,616) (21,468) (45,209) (38,647) 
Free cash flow after dividend$25,588  $(25,349) $35,394  $(88,467) 

Management uses the non-GAAP financial measures of adjusted cash flow from operations, free cash flow and free cash flow after dividend as means of measuring our ability to fund our capital program and dividends, without fluctuations caused by changes in current assets and liabilities, which are included in the GAAP measure of net cash provided by operating activities. Management believes these non-GAAP financial measures provide useful information to investors for the same reason, and that they are also used by professional research analysts in providing investment recommendations pertaining to companies in the oil and gas exploration and production industry.

OIL AND GAS CAPITALIZED EXPENDITURES
Three Months Ended
June 30,
Six Months Ended
June 30,
2020201920202019
(in thousands)
Acquisitions:
Proved$—  $1,200  $7,250  $693,800  
Unproved—  1,000  —  1,051,782  
—  2,200  7,250  1,745,582  
Exploration and development:
Land and seismic12,116  14,552  $26,040  $24,079  
Exploration and development71,666  310,428  306,394  668,919  
83,782  324,980  332,434  692,998  
Property sales:
Proved—  (22,058) $—  $(18,028) 
Unproved—  (6,253) (830) (9,754) 
—  (28,311) (830) (27,782) 
$83,782  $298,869  $338,854  $2,410,798  
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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (unaudited)
Three Months Ended
June 30,
Six Months Ended
June 30,
2020201920202019
(in thousands, except per share information)
Revenues:
Oil sales$138,817  $411,766  $499,797  $761,072  
Gas and NGL sales100,261  126,044  198,742  343,959  
Gas gathering and other10,305  8,653  23,674  18,389  
249,383  546,463  722,213  1,123,420  
Costs and expenses:
Impairment of oil and gas properties941,198  —  1,274,849  —  
Depreciation, depletion, amortization, and accretion196,615  215,484  416,425  407,950  
Impairment of goodwill—  —  714,447  —  
Production64,337  88,995  151,573  167,399  
Transportation, processing, and other operating53,282  54,107  108,204  113,682  
Gas gathering and other3,526  6,560  11,824  11,742  
Taxes other than income16,486  41,033  47,447  74,727  
General and administrative26,226  24,911  51,735  53,995  
Stock compensation6,747  6,494  13,141  13,207  
Loss (gain) on derivative instruments, net123,885  (40,768) (103,055) 74,684  
Other operating expense, net130  590  381  8,916  
1,432,432  397,406  2,686,971  926,302  
Operating (loss) income(1,183,049) 149,057  (1,964,758) 197,118  
Other (income) and expense:
Interest expense23,047  24,674  46,228  45,079  
Capitalized interest(12,939) (16,805) (26,121) (25,547) 
Loss on early extinguishment of debt—  —  —  4,250  
Other, net3,496  (2,167) 2,625  (4,408) 
(Loss) income before income tax(1,196,653) 143,355  (1,987,490) 177,744  
Income tax (benefit) expense(271,506) 34,046  (288,061) 42,119  
Net (loss) income$(925,147) $109,309  $(1,699,429) $135,625  
Earnings (loss) per share to common stockholders:
Basic$(9.28) $1.07  $(17.05) $1.34  
Diluted$(9.28) $1.07  $(17.05) $1.34  
Dividends declared per common share$0.22  $0.20  $0.44  $0.40  
Weighted-average number of shares outstanding:
Basic99,880  99,658  99,861  97,800  
Diluted99,880  99,665  99,861  97,809  
Comprehensive (loss) income:
Net (loss) income$(925,147) $109,309  $(1,699,429) $135,625  
Other comprehensive income:
Change in fair value of investments, net of tax of $0, $89, $0 and $428, respectively—  304  —  1,453  
Total comprehensive (loss) income$(925,147) $109,613  $(1,699,429) $137,078  
10


CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
Three Months Ended
June 30,
Six Months Ended
June 30,
2020201920202019
(in thousands)
Cash flows from operating activities:
Net (loss) income$(925,147) $109,309  $(1,699,429) $135,625  
Adjustments to reconcile net (loss) income to net cash
provided by operating activities:
Impairment of oil and gas properties941,198  —  1,274,849  —  
Depreciation, depletion, amortization, and accretion196,615  215,484  416,425  407,950  
Impairment of goodwill—  —  714,447  —  
Deferred income taxes(271,543) 34,046  (287,900) 42,119  
Stock compensation6,747  6,494  13,141  13,207  
Loss (gain) on derivative instruments, net123,885  (40,768) (103,055) 74,684  
Settlements on derivative instruments63,941  6,237  107,055  (2,814) 
Loss on early extinguishment of debt—  —  —  4,250  
Amortization of debt issuance costs and discounts818  783  1,602  1,502  
Changes in non-current assets and liabilities4,609  601  7,019  2,749  
Other, net3,405  4,176  6,795  8,152  
Changes in operating assets and liabilities:
Accounts receivable85,010  83,716  204,615  117,692  
Other current assets1,519  (1,111) 1,495  (761) 
Accounts payable and other current liabilities(86,351) (4,975) (203,562) (140,272) 
Net cash provided by operating activities144,706  413,992  453,497  664,083  
Cash flows from investing activities:
Acquisition of Resolute Energy, net of cash acquired—  —  —  (284,441) 
Oil and gas capital expenditures(152,510) (379,015) (418,580) (711,757) 
Other capital expenditures(11,627) (22,313) (38,052) (40,141) 
Sales of oil and gas assets—  8,233  830  13,233  
Sales of other assets1,007  234  1,188  434  
Net cash used by investing activities(163,130) (392,861) (454,614) (1,022,672) 
Cash flows from financing activities:
Borrowings of long-term debt60,000  528,000  161,000  1,710,310  
Repayments of long-term debt(60,000) (528,000) (161,000) (2,081,000) 
Financing, underwriting, and debt redemption fees(1,457) (853) (1,557) (11,791) 
Finance lease payments(1,343) (920) (2,808) (1,555) 
Dividends paid(23,616) (21,468) (45,209) (38,647) 
Employee withholding taxes paid upon the net settlement of equity-classified stock awards(24) —  (189) (654) 
Proceeds from exercise of stock options—  594  —  674  
Net cash used by financing activities(26,440) (22,647) (49,763) (422,663) 
Net change in cash and cash equivalents(44,864) (1,516) (50,880) (781,252) 
Cash and cash equivalents at beginning of period88,706  20,930  94,722  800,666  
Cash and cash equivalents at end of period $43,842  $19,414  $43,842  $19,414  
11


CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
June 30, 2020December 31, 2019
Assets(in thousands, except share and per share information)
Current assets:
Cash and cash equivalents$43,842  $94,722  
Accounts receivable, net of allowance244,826  448,584  
Oil and gas well equipment and supplies51,184  47,893  
Derivative instruments71,590  17,944  
Other current assets12,660  12,343  
Total current assets424,102  621,486  
Oil and gas properties at cost, using the full cost method of accounting:
Proved properties21,014,098  20,678,334  
Unproved properties and properties under development, not being amortized1,258,002  1,255,908  
22,272,100  21,934,242  
Less – accumulated depreciation, depletion, amortization, and impairment(18,373,655) (16,723,544) 
Net oil and gas properties3,898,445  5,210,698  
Fixed assets, net of accumulated depreciation of $423,873 and $389,458, respectively478,553  519,291  
Goodwill—  716,865  
Derivative instruments—  580  
Other assets68,688  71,109  
$4,869,788  $7,140,029  
Liabilities, Redeemable Preferred Stock, and Stockholders’ Equity
Current liabilities:
Accounts payable$25,032  $49,020  
Accrued liabilities268,462  418,978  
Derivative instruments51,556  16,681  
Revenue payable102,824  207,939  
Operating leases56,901  66,003  
Total current liabilities504,775  758,621  
Long-term debt principal2,000,000  2,000,000  
Less—unamortized debt issuance costs and discounts(13,729) (14,754) 
Long-term debt, net1,986,271  1,985,246  
Deferred income taxes50,524  338,424  
Derivative instruments23,210  1,018  
Operating leases155,023  184,172  
Other liabilities217,518  214,787  
Total liabilities2,937,321  3,482,268  
Redeemable preferred stock - 8.125% Series A Cumulative Perpetual Convertible Preferred Stock, $0.01 par value, 62,500 shares authorized and issued81,620  81,620  
Stockholders' equity:
Common stock, 0.01 par value, 200,000,000 shares authorized, 102,151,096 and 102,144,577 shares issued, respectively1,022  1,021  
Additional paid-in capital3,241,244  3,243,325  
(Accumulated deficit) retained earnings(1,391,419) 331,795  
Total stockholders' equity1,850,847  3,576,141  
$4,869,788  $7,140,029  
12

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