0001168054FALSE00011680542021-05-052021-05-05


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): May 5, 2021

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 May 5, 2021, Cimarex Energy Co. (“Cimarex”) issued a news release reporting its financial results for the first quarter 2021. 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 May 5, 2021, Cimarex issued a news release reporting its financial results for the first quarter 2021. A copy of the news release is furnished as Exhibit 99.1 to this report.

Cimarex will host a conference call on May 6, 2021 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 first quarter 2021 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, 2020, 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.


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ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS

D.    Exhibits

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

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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.

        
Date: May 5, 2021
CIMAREX ENERGY CO.
/s/ G. Mark Burford
G. Mark Burford
Senior Vice President and Chief Financial Officer




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https://cdn.kscope.io/3e483aaa48661d2dd99ab418a4d98ddb-cimarexlogo1.jpg
News Release
Cimarex Energy Co. Reports First-Quarter 2021 Results
Cimarex Energy Co. (NYSE: XEC) today reported first-quarter 2021 financial and operating results. Net income for first-quarter 2021 totaled $128.1 million, or $1.25 per share. Net income for the quarter was impacted by a mark-to-market loss on the Company's commodity derivative positions of $99.4 million. Excluding the impact of the mark-to-market loss on commodity derivatives, adjusted net income (non-GAAP) for first-quarter 2021 was $203.7 million, or $1.98 per share.
Highlights
Generated cash flow from operating activities of $403 million.
Adjusted cash flow from operating activities (non-GAAP) totaled $395 million, exceeding capital expenditures and generating $231 million of free cash flow (non-GAAP).
Long-term debt at quarter end was $2 billion, while net debt (non-GAAP) decreased by approximately $250 million to $1.5 billion at the end of the quarter.
Delivered oil volumes of 68.6 MBopd.
Outlook & Guidance
Announces strategic non-core asset sales for total cash consideration of approximately $115 million, subject to customary closing and post-closing adjustments.
Continue to expect total capital expenditures for full-year 2021 to range between $650 million and $750 million, which is expected to drive fourth-quarter 2021 oil volume growth of approximately 30% year-over-year.
Expect second-quarter 2021 oil production to range between 69 MBopd to 73 MBopd.
Advancing emissions reductions efforts, with a 2021 goal of reducing the Company's GHG emissions intensity by 8% to 12%, which follows a 22% reduction in 2020.
See "Supplemental Non-GAAP Financial Measures" below for descriptions of the above non-GAAP measures as well as reconciliations of these measures to the associated GAAP measures.
Tom Jorden, Chairman and Chief Executive Officer, commented, "Following a turbulent 2020, the first quarter of 2021 presented new challenges as severe winter weather impacted operations for many producers, including Cimarex. I'm proud of our remarkable team for putting safety first and delivering a strong quarter despite the conditions. Our priority in 2021 is efficiently investing in our assets to deliver strong returns and free cash flow, while also re-setting oil volumes higher following their decline in 2020. We remain on track with our capital budget and exit rate outlook, which positions Cimarex to continue generating substantial free cash flow and increasing returns to shareholders."
First-Quarter 2021 Summary
First-quarter 2021 oil production totaled 68.6 thousand barrels per day (MBopd). Total production for the quarter averaged 219.7 thousand barrels of oil equivalent per day (MBoepd).
Cimarex's average realized price for oil, natural gas and NGLs for first-quarter 2021, excluding the effect of commodity derivatives, was $33.89 per Boe, compared with $18.25 per Boe for the same period a year ago.
During first-quarter 2021, Cimarex's production and transportation costs were impacted by the severe winter storm. The incremental expenses were primarily due to higher fuel and electricity costs. The Company's full-year 2021 production cost guidance remains unchanged; however, the Company increased its outlook for full-year 2021 transportation costs to account for higher costs in first-quarter 2021 (as detailed in the Outlook section below).
Generated Strong Cash Flow
For first-quarter 2021, cash flow from operating activities was $402.9 million, including $7.7 million in working capital changes. Adjusted cash flow from operating activities (non-GAAP) was $395.2 million, exceeding first-
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quarter 2021 capital expenditures of $164.6 million, which included $130.9 million for drilling and completion activity. Free cash flow (non-GAAP) for first-quarter 2021 totaled $230.6 million.
Strong Financial Position
Cimarex maintains a strong financial position with investment-grade credit ratings and substantial liquidity. At the end of the reporting period, Cimarex had long-term debt of $2 billion, with no outstanding debt maturities until June 2024 and no debt outstanding under its credit facility. Driven by strong cash flow generation in first-quarter 2021, Cimarex's cash balance increased to $524 million at quarter end, compared to $273 million at December 31, 2020. The Company continues to prioritize debt reduction and anticipates allocating excess cash towards paying off the Company's $750 million Senior Unsecured Notes due June 2024.

Active Portfolio Management Reinforces the Balance Sheet and High-Grades Portfolio

Cimarex has entered into definitive agreements to sell non-core assets in the Permian Basin and Mid-Continent for a combined total of approximately $115 million. Cimarex's portfolio management efforts enable the Company to monetize legacy assets and reinforce the Company's balance sheet.

The divestitures include more than 3,000 gross wells in aggregate and are currently producing approximately 0.9 MBopd. Cimarex expects the asset sales will decrease the Company's production expense, with minimal impact to production volumes for full-year 2021. The transactions are expected to close in second-quarter 2021. The Company will look to update its guidance, if necessary, in its second-quarter 2021 earnings materials.

Hedge Position

Cimarex's commodity derivatives strategy mitigates the Company's exposure to commodity price fluctuations. Please see the table under "Derivatives Information" below for detailed information about Cimarex's current derivatives positions.

Outlook

Disciplined Capital Allocation Driving Strong Outlook

Cimarex is currently running five rigs in the Permian Basin, and plans to average two completions crews during second-quarter 2021. The Company is currently running one rig in the Mid-Continent region, which it plans to release by the end of May 2021. Cimarex maintains its previously-announced guidance range for 2021 capital expenditures of $650 million to $750 million. The Company's development program is expected to drive approximately 30% oil production growth in fourth-quarter 2021, as compared to fourth-quarter 2020, as well as strong cash flow generation for the year.

Second-quarter 2021 production volumes are expected to average between 220 MBoepd and 240 MBoepd, with oil volumes estimated to average between 69 MBopd and 73 MBopd.

As referenced above, first-quarter 2021 transportation costs were higher than anticipated due to the severe winter weather experienced in first-quarter 2021. As a result of elevated first-quarter transportation costs, the Company increased its full-year 2021 guidance for transportation and processing expenses to $2.45 per Boe to $2.75 per Boe, as compared to the prior range of $2.20 per Boe to $2.50 per Boe. Cimarex decreased its outlook for full-year 2021 DD&A expense to $5.50 per Boe to $6.50 per Boe; the prior range was $6.00 per Boe to $7.00 per Boe.

ESG Performance Foundational to Cimarex's Success

Cimarex believes the foundation for its success is the Company's ESG performance, and the Company continues to drive towards consistently improving its environmental performance. In 2020, Cimarex reduced its greenhouse gas (GHG) emissions intensity by 22%, and is targeting an incremental reduction between 8% and
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12% in 2021. Cimarex's Board of Directors recently established a new Environmental, Health & Safety (EHS) Committee to oversee the Company's EHS risk management, initiatives and disclosure practices.

Enhancing Corporate Governance

Cimarex submitted an important management proposal to the Company's shareholders for a vote at its Annual Shareholders Meeting on May 12, 2021. The proposal seeks shareholder approval to amend the Company's Certificate of Incorporation (Charter) in order to declassify the Company's Board of Directors and allow for the annual election of directors.
First-Quarter 2021 Conference Call

Cimarex will host a conference call tomorrow, May 6, 2021 at 9:00 AM MT (11:00 AM ET) to discuss first-quarter 2021 financial and operational results.
Conference Call Information
Dial-in (for callers in the U.S.): (866) 367-3053
Dial-in (for callers in Canada): (855) 669-9657
Intl. dial-in: (412) 902-4216
The live audio webcast and related earnings presentation can be accessed on the "Events & Presentations" page under the "Investor Relations" section of the Company's website at www.cimarex.com. The webcast will be archived and available at the same location after the conclusion of the live event.

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. For more information about Cimarex, visit www.cimarex.com.

Forward-Looking Statements & Cautionary Statements

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 2021 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, 2020, 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 estimates and projections and other forward-looking statements and can be affected by a variety of factors outside the control of the Company, all of which may be amplified by the COVID-19 pandemic and its unpredictable nature, including among other things: fluctuations in the price we receive for our oil, gas, and NGL production, including local market price differentials, which may be exacerbated by the demand destruction resulting from COVID-19; disruptions to the availability of workers and contractors due to illness and stay at home orders related to the COVID-19 pandemic; cost and availability of gathering, pipeline, refining, transportation and other midstream and downstream activities and our ability to sell oil, gas, and NGLs, which may be negatively impacted by the COVID-19 pandemic, severe weather and other risks, and may lead to a lack of any available markets; availability of supply chains and critical equipment and supplies; higher than expected costs and expenses, including the availability and cost of services and materials; compliance with environmental and other regulations, including new regulations that may result from the recent change in federal and state administrations and legislatures; legislative or regulatory changes, including initiatives related to hydraulic fracturing, emissions, and disposal of produced water, which may be negatively impacted by the recent change in Presidential administration or legislatures; the ability to receive drilling and other permits or approvals and rights-of-way in a timely manner (or at all), which may be negatively impacted by the impact of COVID-19 restrictions on regulatory employees who process and approve permits,
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other approvals and rights-of-way and which may be restricted by new Presidential and Secretarial orders and regulation and legislation; reductions in the quantity of oil, gas, and NGLs sold and prices received because of decreased demand and/or curtailments in production relating to mechanical, transportation, storage, capacity, marketing, weather (such as the severe winter weather impacting our operations in February 2021), the COVID-19 pandemic, or other problems; declines in the SEC PV10 value of our oil and gas properties resulting in full cost ceiling test impairments to the carrying values of our oil and gas properties; the effectiveness of our internal control over financial reporting; success of the Company's risk management activities; availability of financing and access to capital markets; estimates of proved reserves, exploitation potential, or exploration prospect size; greater than expected production decline rates; timing and amount of future production of oil, gas, and NGLs; cybersecurity threats, technology system failures and data security issues; the inability to transport, process and store oil and gas; hedging activities and the viability of our hedging counterparties, many of whom have been negatively impacted by the COVID-19 pandemic; economic and competitive conditions; lack of available insurance; cash flow and anticipated liquidity; continuing compliance with the financial covenant contained in our amended and restated credit agreement; the loss of certain federal income tax deductions; litigation; environmental liabilities; new federal regulations regarding species or habitats; exploration and development opportunities that we pursue may not result in economic, productive oil and gas properties; drilling of wells; development drilling and testing results; performance of acquired properties and newly drilled wells; ability to obtain industry partners to jointly explore certain prospects, and the willingness and ability of those partners to meet capital obligations when requested; unexpected future capital expenditures; amount, nature, and timing of capital expenditures; proving up undeveloped acreage and maintaining production on leases; unforeseen liabilities associated with acquisitions and dispositions; establishing valuation allowances against our net deferred tax assets; potential payments for failing to meet minimum oil, gas, NGL, or water delivery or sales commitments; increased financing costs due to a significant increase in interest rates; risks associated with concentration of operations in one major geographic area; availability and cost of capital; title to properties; 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.

Investor Contact
Megan P. Hays
Vice President, Investor Relations
303.285.4957



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Operational Activity

The tables below provide a summary of operational activity, production volumes and price realizations by region for first-quarter 2021:

Wells Brought on Production by RegionThree Months Ended
March 31,
20212020
Gross wells
Permian Basin35 
Mid-Continent19 
13 54 
Net wells
Permian Basin7.0 19.8 
Mid-Continent— 0.3 
7.0 20.1 

Daily Production Volumes by RegionThree Months Ended
March 31,
20212020
Permian Basin
Gas (MMcf)359.3 449.0 
Oil (Bbls)61,982 79,606 
NGL (Bbls)39,129 48,932 
Total Equivalent (MBOE)161.0 203.4 
Mid-Continent
Gas (MMcf)199.8 244.1 
Oil (Bbls)6,503 9,941 
NGL (Bbls)18,570 22,110 
Total Equivalent (MBOE)58.4 72.7 
Total Company
Gas (MMcf)560.1 694.3 
Oil (Bbls)68,581 89,791 
NGL (Bbls)57,752 71,099 
Total Equivalent (MBOE)219.7 276.6 
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Average Realized Commodity Prices by RegionThree Months Ended
March 31,
20212020
Permian Basin
Gas ($ per Mcf)4.00 0.10 
Oil ($ per Bbl)55.84 44.17 
NGL ($ per Bbl)21.52 8.84 
Mid-Continent
Gas ($ per Mcf)4.40 1.38 
Oil ($ per Bbl)55.88 44.15 
NGL ($ per Bbl)24.35 12.03 
Total Company
Gas ($ per Mcf)4.14 0.55 
Oil ($ per Bbl)55.85 44.18 
NGL ($ per Bbl)22.43 9.84 

























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Derivatives Information

The table below summarizes the Company’s outstanding derivative contracts as of May 5, 2021, for the periods indicated:

20212022
2Q3Q4QTotal1Q2Q3QTotal
Gas Collars:
PEPL (1)
Volume (MMBtu/d)100,000 90,000 90,000 93,309 60,000 20,000 — 19,781 
Wtd Avg Floor$1.89 $2.00 $2.00 $1.96 $2.13 $2.40 $— $2.20 
Wtd Avg Ceiling$2.28 $2.42 $2.42 $2.37 $2.55 $2.86 $— $2.63 
El Paso Permian (1)
Volume (MMBtu/d)80,000 70,000 70,000 73,309 40,000 20,000 — 14,849 
Wtd Avg Floor$1.62 $1.86 $1.86 $1.77 $2.13 $2.40 $— $2.22 
Wtd Avg Ceiling$1.92 $2.22 $2.22 $2.11 $2.53 $2.88 $— $2.64 
Waha (1)
Volume (MMBtu/d)100,000 100,000 100,000 100,000 70,000 30,000 10,000 27,260 
Wtd Avg Floor$1.61 $1.88 $1.88 $1.79 $2.04 $2.40 $2.40 $2.17 
Wtd Avg Ceiling$1.93 $2.23 $2.23 $2.13 $2.44 $2.83 $2.77 $2.58 
Oil Collars:
WTI (2)
Volume (Bbl/d)34,000 40,000 40,000 38,015 26,000 19,000 10,000 13,668 
Wtd Avg Floor$34.62 $34.65 $34.65 $34.64 $37.31 $38.16 $40.00 $38.09 
Wtd Avg Ceiling$43.28 $44.37 $44.37 $44.04 $48.41 $49.56 $49.19 $48.95 
Oil Basis Swaps:
WTI Midland (3)
Volume (Bbl/d)33,000 35,000 35,000 34,338 22,000 15,000 7,000 10,929 
Wtd Avg Differential$(0.02)$(0.08)$(0.08)$(0.06)$0.25 $0.31 $0.38 $0.29 
Oil Roll Differential Swaps:
WTI (2)
Volume (Bbl/d)11,000 18,000 18,000 15,684 18,000 11,000 7,000 8,945 
Wtd Avg Price$(0.22)$(0.10)$(0.10)$(0.13)$(0.10)$(0.01)$0.10 $(0.03)
1.PEPL refers to Panhandle Eastern Pipe Line Tex/OK Mid-Continent index, El Paso Permian refers to El Paso Permian Basin index, and Waha refers to West Texas (Waha) Index, all as quoted in Platt’s Inside FERC.
2.WTI refers to West Texas Intermediate oil price as quoted on the New York Mercantile Exchange.
3.Index price on basis swaps and oil roll differential swaps are WTI NYMEX less the weighted average WTI Midland differential, as quoted by Argus Americas Crude.

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Condensed Consolidated Balance Sheets
(unaudited)
March 31, 2021December 31, 2020
Assets(in thousands, except share and per share information)
Current assets:
Cash and cash equivalents$523,798 $273,145 
Accounts receivable, net of allowance426,964 332,485 
Oil and gas well equipment and supplies30,846 37,150 
Derivative instruments173 6,848 
Other current assets6,304 7,710 
Total current assets988,085 657,338 
Oil and gas properties at cost, using the full cost method of accounting:
Proved properties21,374,434 21,281,840 
Unproved properties and properties under development, not being amortized1,203,910 1,142,183 
22,578,344 22,424,023 
Less – accumulated depreciation, depletion, amortization, and impairment(19,083,054)(18,987,354)
Net oil and gas properties3,495,290 3,436,669 
Fixed assets, net of accumulated depreciation of $472,961 and $455,815, respectively410,347 436,101 
Derivative instruments2,376 2,342 
Deferred income taxes— 20,472 
Other assets69,023 69,067 
$4,965,121 $4,621,989 
Liabilities, Redeemable Preferred Stock, and Stockholders’ Equity
Current liabilities:
Accounts payable$78,092 $44,290 
Accrued liabilities315,570 280,849 
Derivative instruments233,296 145,398 
Revenue payable201,935 130,637 
Operating leases57,120 59,051 
Total current liabilities886,013 660,225 
Long-term debt principal2,000,000 2,000,000 
Less—unamortized debt issuance costs and discounts(12,186)(12,701)
Long-term debt, net1,987,814 1,987,299 
Deferred income taxes19,698 — 
Derivative instruments22,611 17,749 
Operating leases122,720 134,705 
Other liabilities225,719 231,776 
Total liabilities3,264,575 3,031,754 
Redeemable preferred stock - 8.125% Series A Cumulative Perpetual Convertible Preferred Stock, $0.01 par value, 28,165 shares authorized and issued
36,781 36,781 
Stockholders' equity:
Common stock, $0.01 par value, 200,000,000 shares authorized, 102,827,556 and 102,866,806 shares issued, respectively1,028 1,029 
Additional paid-in capital3,193,760 3,211,562 
Accumulated deficit(1,531,023)(1,659,137)
Total stockholders' equity1,663,765 1,553,454 
$4,965,121 $4,621,989 
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Condensed Consolidated Statements of Operations
(unaudited)
Three Months Ended
March 31,
20212020
(in thousands, except per share information)
Revenues:
Oil sales$344,704 $360,980 
Gas and NGL sales325,398 98,481 
Gas gathering and other9,364 13,369 
679,466 472,830 
Costs and expenses:
Impairment of oil and gas properties— 333,651 
Depreciation, depletion, amortization, and accretion115,152 219,810 
Impairment of goodwill— 714,447 
Production74,806 87,236 
Transportation, processing, and other operating63,607 54,922 
Gas gathering and other10,478 8,298 
Taxes other than income40,986 30,961 
General and administrative25,260 25,509 
Stock compensation8,549 6,394 
Loss (gain) on derivative instruments, net161,935 (226,940)
Other operating expense, net(933)251 
499,840 1,254,539 
Operating income (loss)179,626 (781,709)
Other (income) and expense:
Interest expense23,078 23,181 
Capitalized interest(11,565)(13,182)
Other, net(139)(871)
Income (loss) before income tax168,252 (790,837)
Income tax expense (benefit) 40,170 (16,555)
Net income (loss)$128,082 $(774,282)
Earnings (loss) per share to common stockholders:
Basic$1.25 $(7.77)
Diluted$1.25 $(7.77)
Dividends declared per common share$0.27 $0.22 
Weighted-average number of shares outstanding:
Basic100,126 99,842 
Diluted100,163 99,842 
9



Condensed Consolidated Statements of Cash Flows
(unaudited)
Three Months Ended
March 31,
20212020
(in thousands)
Cash flows from operating activities:
Net income (loss)$128,082 $(774,282)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Impairment of oil and gas properties— 333,651 
Depreciation, depletion, amortization, and accretion115,152 219,810 
Impairment of goodwill— 714,447 
Deferred income taxes40,170 (16,357)
Stock compensation8,549 6,394 
Loss (gain) on derivative instruments, net161,935 (226,940)
Settlements on derivative instruments(62,534)43,114 
Amortization of debt issuance costs and discounts887 784 
Changes in non-current assets and liabilities(744)2,410 
Other, net3,675 3,390 
Changes in operating assets and liabilities:
Accounts receivable(94,500)119,605 
Other current assets774 (24)
Accounts payable and other current liabilities101,466 (117,211)
Net cash provided by operating activities402,912 308,791 
Cash flows from investing activities:
Acquisition of oil and gas properties(310)(7,250)
Oil and gas capital expenditures(130,007)(258,820)
Other capital expenditures(3,531)(26,425)
Sales of oil and gas assets5,035 830 
Sales of other assets385 181 
Net cash used by investing activities(128,428)(291,484)
Cash flows from financing activities:
Borrowings of long-term debt— 101,000 
Repayments of long-term debt— (101,000)
Financing fees(100)(100)
Finance lease payments(1,067)(1,465)
Dividends paid(23,049)(21,593)
Employee withholding taxes paid upon the net settlement of equity-classified stock awards— (165)
Proceeds from exercise of stock options385 — 
Net cash used by financing activities(23,831)(23,323)
Net change in cash and cash equivalents250,653 (6,016)
Cash and cash equivalents at beginning of period273,145 94,722 
Cash and cash equivalents at end of period $523,798 $88,706 
10



Supplemental Non-GAAP Financial Measures
(unaudited)

Reconciliation of Net Income (Loss) to Adjusted Net Income and Adjusted Earnings per Share

The Company's presentation of adjusted net income and adjusted earnings per share that exclude the effect of certain items are non-GAAP financial measures. Adjusted net income and adjusted earnings per share represent earnings (loss) and diluted earnings (loss) per share determined under GAAP without regard to certain non-cash and special items. The Company believes these measures provide useful information to analysts and investors for analysis of its operating results on a recurring, comparable basis from period to period. Adjusted net income and adjusted earnings per share should not be considered in isolation or as a substitute for earnings (loss) or diluted earnings (loss) per share as determined in accordance with GAAP and may not be comparable to other similarly titled measures of other companies.

The following table provides a reconciliation from the GAAP measure of net income (loss) to adjusted net income, both in total and on a per diluted share basis, for the periods indicated:
Three Months Ended
March 31,
20212020
(in thousands, except per share data)
Net income (loss)$128,082 $(774,282)
Impairment of oil and gas properties— 333,651 
Impairment of goodwill— 714,447 
Mark-to-market loss (gain) on open derivative positions99,401 (183,826)
Asset retirement obligation— 2,800 
Tax impact (1)(23,757)(33,120)
Adjusted net income$203,726 $59,670 
Diluted earnings (loss) per share$1.25 $(7.77)
Adjusted diluted earnings per share*$1.98 $0.58 
Weighted-average number of shares outstanding:
Adjusted diluted**102,870 102,131 
______________________________________
(1)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 income and adjusted diluted earnings 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 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 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.

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Reconciliation of Cash Flow from Operating Activities (CFO) to Adjusted CFO and to Free Cash Flow

The Company provides adjusted CFO, which is a non-GAAP financial measure. Adjusted CFO represents net cash provided by operating activities as determined under GAAP without regard to changes in operating assets and liabilities. The Company believes adjusted CFO is an accepted measure of an oil and natural gas company’s ability to generate cash to fund development and acquisition activities and service debt or pay dividends. Additionally, the Company provides free cash flow, which is a non-GAAP financial measure. Free cash flow is adjusted CFO in excess of oil and gas capital expenditures and other capital expenditures. The Company believes that free cash flow is useful to investors as it provides a measure to compare both cash flow from operating activities and oil and gas capital expenditures across periods on a consistent basis.

These non-GAAP measures should not be considered as alternatives to, or more meaningful than, net cash provided by operating activities as an indicator of operating performance.

The following table provides a reconciliation from the GAAP measure of net cash provided by operating activities to adjusted CFO and to free cash flow as well as free cash flow after dividend, for the periods indicated:

Three Months Ended
March 31,
20212020
(in thousands)
Net cash provided by operating activities$402,912 $308,791 
Total changes in cash due to changes in operating assets and liabilities (working capital):(7,740)(2,370)
Adjusted cash flow from operating activities395,172 306,421 
Oil and gas capital expenditures(130,007)(258,820)
Other capital expenditures(3,531)(26,425)
Change in capital accruals(21,704)16,216 
Capitalized stock compensation, inventory, and other(9,380)(5,202)
Capital expenditures(164,622)(274,231)
Free cash flow230,550 32,190 
Dividends paid(23,049)(21,593)
Free cash flow after dividend$207,501 $10,597 

Reconciliation of Long-Term Debt to Net Debt

The Company defines net debt as debt less cash and cash equivalents. Net debt should not be considered as an alternative to, or more meaningful than, total debt, the most directly comparable GAAP measure. Management uses net debt to determine the Company's outstanding debt obligations that would not be readily satisfied by its cash and cash equivalents on hand. The Company believes this metric is useful to analysts and investors in determining the Company's leverage position because the Company has the ability to, and may decide to, use a portion of its cash and cash equivalents to reduce debt.

March 31, 2021December 31, 2020
(in thousands)
Long-term debt$2,000,000 $2,000,000 
Cash and cash equivalents(523,798)(273,145)
Net debt$1,476,202 $1,726,855 
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