The following discussion includes forward-looking statements. Please refer to
the Cautionary Information about Forward-Looking Statements section of this
report for important information about these types of statements.
Overview of the Company
General Overview
Our purpose is to make people's lives better by responsibly producing energy
supplies, contributing to energy security and prosperity, and having a positive
impact in the communities where we live and work. Our long-term vision is to
sustainably grow value for all of our stakeholders. We believe that in order to
accomplish this vision, we must be a premier operator of top tier assets. Our
investment portfolio is currently focused on high quality oil and gas producing
assets in the state of Texas, specifically in the Midland Basin of West Texas
and in South Texas.
Areas of Operations
Our Midland Basin assets are located in the Permian Basin in West Texas and are
comprised of approximately 80,000 net acres ("Midland Basin"). In the third
quarter of 2020, we focused on continuing to delineate, develop, and expand our
Midland Basin position. Our current Midland Basin position provides substantial
future development opportunities within multiple oil-rich intervals, including
the Spraberry and Wolfcamp formations.
Our South Texas assets are comprised of approximately 159,000 net acres located
in Dimmit and Webb Counties, Texas ("South Texas"). Our current operations in
South Texas are focused on developing the Eagle Ford shale formation and
delineating the Austin Chalk formation. Our overlapping acreage position in the
Eagle Ford shale and Austin Chalk formations includes acreage in oil,
gas-condensate, and dry gas windows with gas composition amenable to processing
for NGL extraction.
Third Quarter 2020 Overview and Outlook for the Remainder of 2020
The impacts of the Pandemic on supply and demand for oil, gas, and NGLs continue
to be unpredictable. Given the dynamic nature of the Pandemic, we are unable to
reasonably estimate the period of time that these market conditions will exist
or the extent to which they will continue to impact our business, results of
operations, and financial condition, or the timing of any subsequent recovery.
Future case surges or outbreaks could have further negative impacts, and as a
result, we may be required to adjust our business plan. For additional detail,
please refer to Risk Factors in Part II, Item 1A of this report and those risk
factors previously disclosed in our   2019 Form 10-K  .
During the third quarter of 2020, the Pandemic and associated macroeconomic
events continued to affect the realized prices we received for our production,
and we expect these impacts to continue for the remainder of the year. Despite
continuing negative impacts and future uncertainty, we expect to maintain our
ability to sustain strong operational performance and financial stability while
maximizing returns, improving leverage metrics, and increasing the value of our
top tier Midland Basin and South Texas assets. During the third quarter of 2020,
we repurchased $62.5 million and $29.0 million in aggregate principal amount of
our 2022 Senior Notes and 2024 Senior Notes, respectively, while also reducing
the balance on our revolving credit facility by $15.0 million from June 30, 2020
to September 30, 2020. Please refer to Note 5 - Long-Term Debt in Part I, Item 1
of this report for additional discussion. Our financial risk management program
has significantly reduced the impact of substantially lower oil prices in 2020,
and as a result of this program we recorded an oil derivative settlement gain of
$15.16 per barrel for the nine months ended September 30, 2020. Our realized oil
price before the effects of derivative settlements was $35.92 for the nine
months ended September 30, 2020. As of September 30, 2020, a majority of our
expected oil production for the remainder of 2020 is covered by derivative
contracts at weighted-average NYMEX equivalent prices greater than $56.00 per
barrel. Please refer to Oil, Gas, and NGL Prices below for additional detail on
our financial risk management program and the pricing effects of our derivative
settlements. Additionally, in response to the current economic environment, we
have renegotiated certain contracts resulting in realized and future cost
savings that directly support our objective of maximizing cash flows. As a
result of these cost saving measures and improving operational efficiencies, we
expect average well costs for 2020 to be lower than our preliminary expectations
for the year.
We believe that sustainability is critical to positioning ourselves financially
to participate in future energy investment opportunities and executing our
strategy of being a premier operator with high standards for corporate
responsibility. We remain committed to exceptional safety, health, and
environmental stewardship; supporting the professional development of a diverse
and thriving team of employees; making a positive difference in the communities
where we live and work; and transparency in reporting on our progress in these
areas. The Environmental, Social and Governance Committee of our Board of
Directors oversees, among other things, the development and implementation of
the Company's environmental, social and governance policies, programs and
initiatives, and reports to our Board of Directors regarding such matters.
The safety of our employees, contractors, and the communities where we work is
our first priority as we continue to operate during the Pandemic. While the
execution of our core business operations requires certain individuals to be
physically present at well
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site locations, substantially all of our office-based employees have continued
working remotely in order to limit physical interactions and mitigate the spread
of COVID-19. For individuals who are unable to perform their jobs remotely, we
maintain and continually assess procedures designed to limit the spread of
COVID-19, including social distancing and enhanced sanitization measures, and we
continue to communicate to and train all of our employees regarding best
practices for maintaining a healthy and safe work environment. Since these
measures were initially implemented in the first quarter of 2020, we have
continued to operate without significant disruptions to our business operations.
Our pre-existing control environment and internal controls continue to be
effective and we continue to address new risks directly related to the Pandemic
as we identify them.
The information below summarizes our operating and financial performance and our
expectations for the remainder of 2020.
We entered 2020 with a total capital program budget between $825 million and
$850 million. However, given the Pandemic and related circumstances discussed
above, we reduced our 2020 capital program by approximately 25 percent for the
full year 2020. Our financial and operational flexibility allows us to
continually monitor the economic environment and adjust our activity level as
warranted. Our 2020 capital program remains focused on developing and retaining
our most economic projects in both our Midland Basin and South Texas assets.
Please refer to Overview of Liquidity and Capital Resources below for discussion
of how we expect to fund our 2020 capital program.
Financial and Operational Results. Average net daily equivalent production for
the three months ended September 30, 2020, was 126.3 MBOE, compared with 134.9
MBOE for the same period in 2019. This decrease was driven by a 22 percent
decrease in production volumes from our South Texas assets, partially offset by
a seven percent increase in production volumes from our Midland Basin assets.
The overall decrease in production volumes for the three months ended
September 30, 2020, was primarily due to fewer net well completions during the
nine months ended September 30, 2020, compared with the same period in 2019, as
we reduced capital expenditures in response to lower commodity prices in 2020.
Realized prices before the effects of derivative settlements for oil, gas, and
NGLs decreased 30 percent, 12 percent, and 11 percent, respectively, for the
three months ended September 30, 2020, compared with the same period in 2019. As
a result of decreased production and pricing, oil, gas, and NGL production
revenue decreased 28 percent to $282.0 million for the three months ended
September 30, 2020, from $389.4 million for the same period in 2019.
We recorded a net derivative loss of $63.9 million and a net derivative gain of
$100.9 million for the three months ended September 30, 2020, and 2019,
respectively. Included within these derivative amounts is a gain of $70.3
million on derivative contracts that settled during the three months ended
September 30, 2020, and a gain of $24.7 million for the same period in 2019.
Total production costs on a per BOE basis decreased 21 percent to $8.20 per BOE
for the three months ended September 30, 2020, from $10.41 per BOE for the same
period in 2019. Financial and operational activities during the three months
ended September 30, 2020, resulted in the following:
•a $103.1 million decrease in our total outstanding long-term debt balance from
June 30, 2020, to September 30, 2020, primarily driven by net cash provided by
operating activities of $201.6 million for the three months ended September 30,
2020, which was in excess of net cash used in investing activities of $116.6
million for the three months ended September 30, 2020;
•net loss of $98.3 million, or $0.86 per diluted share, for the three months
ended September 30, 2020, compared with net income of $42.2 million, or $0.37
per diluted share, for the same period in 2019. The net loss for the three
months ended September 30, 2020, was primarily due to a $134.2 million downward
mark-to-market adjustment on our commodity derivative contracts. Please refer to
Comparison of Financial Results and Trends Between the Three and Nine Months
Ended September 30, 2020, and 2019 below for additional discussion regarding the
components of net income (loss) for the periods presented; and
•adjusted EBITDAX, a non-GAAP financial measure, for the three months ended
September 30, 2020, was $232.5 million, compared with $257.8 million for the
same period in 2019. Please refer to the caption Non-GAAP Financial Measures
below for additional discussion and our definition of adjusted EBITDAX and
reconciliations of net income (loss) and net cash provided by operating
activities.
Operational Activities. The financial results and operational activity discussed
throughout this report reflect the impacts of the Pandemic and the misalignment
of supply and demand caused by competition among oil producing nations for crude
oil market share. We will continue to monitor the economic environment through
the remainder of the year and maintain flexibility to make related financial and
operational adjustments as warranted.
In our Midland Basin program, we operated four drilling rigs and one completion
crew during the third quarter of 2020. We drilled 23 gross (19 net) wells and
completed 22 gross (22 net) wells during the third quarter of 2020, and
increased production volumes year-over-year by seven percent to 7.1 MMBOE. Costs
incurred for oil and gas producing activities in our Midland Basin program
during the three months ended September 30, 2020, totaled $120.4 million, or 89
percent of our total costs incurred for the period. We plan to operate between
three and four drilling rigs and between one and two completion crews for the
remainder of the year. Drilling and completion activities within our RockStar
and Sweetie Peck positions in the Midland Basin continue to focus primarily on
delineating and developing the Lower Spraberry and Wolfcamp shale intervals.
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In our South Texas program, we entered the third quarter of 2020 with no
drilling rigs and we began operating one drilling rig in September. We completed
two gross (two net) wells during the third quarter of 2020. Production volumes
for the third quarter of 2020 decreased 22 percent year-over-year. While natural
decline and our deferral of activity led to a decrease in total production
volumes, oil production volumes increased 40 percent year-over-year as a result
of the higher liquids content from our Austin Chalk completions. Costs incurred
for oil and gas producing activities in our South Texas program during the three
months ended September 30, 2020, totaled $7.2 million, or five percent of our
total costs incurred for the period. We anticipate operating one drilling rig
and one completion crew at times during the remainder of 2020 in South Texas.
Drilling and completion activities in South Texas during the remainder of 2020
will be focused on delineating the Austin Chalk formation.
The table below provides a quarterly summary of changes in our drilled but not
completed well count and current year drilling and completion activity in our
operated programs for the three and nine months ended September 30, 2020:
                                         Midland Basin                South Texas                  Total
                                     Gross             Net       Gross             Net       Gross         Net
Wells drilled but not completed at
December 31, 2019                     51                48        21               21         72           69
Wells drilled                         25                22         3                3         28           25
Wells completed                      (19)              (19)       (1)              (1)       (20)         (20)
Other (1)                              -                 1         -                -          -            1
Wells drilled but not completed at
March 31, 2020                        57                52        23               23         80           75
Wells drilled                         25                23         4                4         29           27
Wells completed                      (13)              (10)       (1)              (1)       (14)         (11)

Wells drilled but not completed at
June 30, 2020                         69                65        26               26         95           91
Wells drilled                         23                19         -                -         23           19
Wells completed                      (22)              (22)       (2)              (2)       (24)         (24)
Other (1)                              -                 1         -                -          -            1
Wells drilled but not completed at
September 30, 2020                    70                63        24               24         94           87


____________________________________________


(1)  Includes adjustments related to normal business activities, including
working interest changes for existing drilled but not completed wells.
Costs Incurred in Oil and Gas Producing Activities. Costs incurred in oil and
gas property acquisition, exploration, and development activities, whether
capitalized or expensed, totaled $135.7 million and $437.1 million for the three
and nine months ended September 30, 2020, respectively, and were incurred in our
Midland Basin and South Texas programs as further detailed in Operational
Activities above.
Production Results. The table below presents our production by product type for
each of our areas of operation for the three months ended September 30, 2020,
and 2019:
                        Midland Basin                    South Texas                         Total
                      Three Months Ended        Three Months Ended September      Three Months Ended September
                        September 30,                        30,                              30,
                       2020           2019            2020             2019            2020             2019
Production:
Oil (MMBbl)               5.0         5.1                  0.5         0.3                  5.5          5.4
Gas (Bcf)                12.3         9.1                 13.8        20.4                 26.1         29.5
NGLs (MMBbl)                -           -                  1.8         2.1                  1.8          2.1
Equivalent
(MMBOE)                   7.1         6.6                  4.5         5.8                 11.6         12.4
Average net daily
equivalent
(MBOE/d)                 76.9        71.7                 49.3        63.2                126.3        134.9
Relative
percentage                 61  %       53  %                39  %       47  %               100  %       100  %

____________________________________________

Note: Amounts may not calculate due to rounding.


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The table below presents our production by product type for each of our areas of operation for the nine months ended September 30, 2020, and 2019:


                        Midland Basin                    South Texas                         Total
                      Nine Months Ended          Nine Months Ended September      Nine Months Ended September
                        September 30,                        30,                              30,
                       2020           2019            2020             2019            2020             2019
Production:
Oil (MMBbl)              16.0        14.8                  1.3         0.9                 17.2         15.7
Gas (Bcf)                34.0        24.4                 44.6        57.3                 78.6         81.7
NGLs (MMBbl)                -           -                  4.8         6.2                  4.8          6.2
Equivalent
(MMBOE)                  21.6        18.8                 13.5        16.7                 35.2         35.5
Average net daily
equivalent
(MBOE/d)                 79.0        69.0                 49.4        61.1                128.3        130.1
Relative
percentage                 62  %       53  %                38  %       47  %               100  %       100  %

____________________________________________


Note: Amounts may not calculate due to rounding.
Please refer to A Three Month and Nine Month Overview of Selected Production and
Financial Information, Including Trends and Comparison of Financial Results and
Trends Between the Three and Nine Months Ended September 30, 2020, and 2019
below for discussion on production.
Oil, Gas, and NGL Prices
Our financial condition and the results of our operations are significantly
affected by the prices we receive for our oil, gas, and NGL production, which
can fluctuate dramatically. When we refer to realized oil, gas, and NGL prices
below, the disclosed price represents the average price for the respective
period, before the effects of derivative settlements, unless otherwise
indicated. While quoted NYMEX oil and gas and OPIS NGL prices are generally used
as a basis for comparison within our industry, the prices we receive are
affected by quality, energy content, location, and transportation differentials
and contracted pricing benchmarks for these products.
The following table summarizes commodity price data, as well as the effects of
derivative settlements, for the third and second quarters of 2020 as well as the
third quarter of 2019:
                                                    For the Three Months Ended
                                     September 30, 2020     June 30, 2020    September 30, 2019
Oil (per Bbl):
Average NYMEX contract monthly      $       40.93           $     27.85      $          56.45
price
Realized price, before the effect   $       37.69           $     22.25      $          53.99
of derivative settlements
Effect of oil derivative
settlements                         $       12.51           $     25.81      $          (0.41)
Gas:
Average NYMEX monthly settle price  $        1.98           $      1.72      $           2.23
(per MMBtu)
Realized price, before the effect   $        1.90           $      1.34      $           2.17
of derivative settlements (per Mcf)
Effect of gas derivative
settlements (per Mcf)               $        0.03           $      0.04      $           0.41
NGLs (per Bbl):
Average OPIS price (1)              $       19.13           $     14.02      $          18.89
Realized price, before the effect   $       14.07           $     10.43      $          15.73
of derivative settlements
Effect of NGL derivative            $        0.29           $      1.94      $           7.14
settlements

____________________________________________


(1)  Average OPIS price per barrel of NGL, historical or strip, assumes a
composite barrel product mix of 37% Ethane, 32% Propane, 6% Isobutane, 11%
Normal Butane, and 14% Natural Gasoline for all periods presented. This product
mix represents the industry standard composite barrel and does not necessarily
represent our product mix for NGL production. Realized prices reflect our actual
product mix.
During the first nine months of 2020, benchmark prices for oil were impacted by
the misalignment of supply and demand caused by the Pandemic and other
macroeconomic events. In addition to supply and demand fundamentals, as a global
commodity, the price of oil is affected by real or perceived geopolitical risks
in various regions of the world as well as the relative strength of the United
States dollar compared to other currencies. We expect future benchmark prices
for oil, gas, and NGLs to remain depressed for
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the foreseeable future due to the Pandemic and the misalignment of supply and
demand. Our realized prices at local sales points may also be affected by
infrastructure capacity in the area of our operations and beyond. Please refer
to Third Quarter 2020 Overview and Outlook for the Remainder of 2020 above for
additional discussion of factors impacting pricing.
The following table summarizes 12-month strip prices for NYMEX WTI oil, NYMEX
Henry Hub gas, and OPIS NGLs as of October 21, 2020, and September 30, 2020:
                                  As of October 21, 2020       As of September 30, 2020
NYMEX WTI oil (per Bbl)          $                 41.13      $                   41.53
NYMEX Henry Hub gas (per MMBtu)  $                  3.13      $                    2.84
OPIS NGLs (per Bbl)              $                 20.22      $                   19.46


We use financial derivative instruments as part of our financial risk management
program. We have a financial risk management policy governing our use of
derivatives, and decisions regarding entering into commodity derivative
contracts are overseen by a financial risk management committee consisting of
senior executive officers and finance personnel. The amount of our production
covered by derivatives is driven by the amount of debt on our balance sheet, the
level of capital commitments and long-term obligations we have in place, and our
ability to enter into favorable commodity derivative contracts. With our current
commodity derivative contracts, we believe we have partially reduced our
exposure to volatility in commodity prices and basis differentials in the near
term. Our use of costless collars for a portion of our derivatives allows us to
participate in some of the upward movements in oil and gas prices while also
setting a price floor for a portion of our oil and gas production. Please refer
to Note 10 - Derivative Financial Instruments in Part I, Item 1 of this report
and to Commodity Price Risk in Overview of Liquidity and Capital Resources below
for additional information regarding our oil, gas, and NGL derivatives.
Financial Results of Operations and Additional Comparative Data
The tables below provide information regarding selected production and financial
information for the three months ended September 30, 2020, and the preceding
three quarters.

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