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Exhibit 99.1

 

 

321 SOUTH BOSTON AVENUE, SUITE 1000

TULSA, OKLAHOMA 74103

 

PRESS RELEASE FOR IMMEDIATE ISSUANCE

 

MIDSTATES PETROLEUM ANNOUNCES FIRST QUARTER
2018 RESULTS

 

TULSA, OK — (BUSINESS WIRE) — May 9, 2018 — Midstates Petroleum Company, Inc. (“Midstates” or the “Company”) (NYSE: MPO) today announced its first quarter 2018 operational and financial results.

 

First Quarter 2018 Highlights and Recent Key Items

 

·                  Implemented market-focused strategy aimed at reducing costs, generating substantial free cash flow, improving liquidity and focusing activity to maximize optionality

·                  Announced strategic sale of the Company’s Anadarko Basin producing properties for $58.0 million, subject to standard closing and post-closing adjustments

·                  Remain open to a combination with SandRidge Energy, Inc. (“SandRidge”) in an at-market, all-stock transaction with meaningful potential cost-saving synergies from highly complementary assets

·                  Reported net income of $4.0 million, or $0.15 per share, which includes the impact of a $3.8 million non-cash loss on commodity derivative contracts

·                  Generated Adjusted EBITDA of $29.7 million, excluding advisory fees and costs incurred for strategic reviews

·                  Achieved total Company production of 19,235 barrels of oil equivalent per day (BOEPD), with Mississippian Lime production of 15,518 BOEPD and Anadarko Basin production of 3,717 BOEPD

·                  Grew Mississippian Lime production to approximately 18,000 BOEPD in May 2018 through highly economic well workover program

·                  Completed workforce reduction in January 2018 to better align general and administrative costs (G&A) with current activity; expected to reduce adjusted cash G&A expense by $3 million to $5 million annually (excluding one-time severance costs)

·                  Executed $50 million pay-down to reserve-based lending (RBL) facility in March 2018; expected to reduce annualized interest expense by approximately $3 million

·                  Capturing over $3 million in annualized lease operating and workover expense savings identified during operations review

·                  Reaffirmed the Company’s borrowing base at $170 million, based solely on the Company’s Mississippian Lime assets

 

David Sambrooks, President and Chief Executive Officer, commented, “I am pleased with our first quarter operational and financial results as we performed at our budget expectation. Notably, we have executed on and are realizing tangible benefits from our market focused strategy of focusing our activity, reducing costs, generating free cash flow and improving liquidity for maximum optionality. Our work to-date has been concentrated on operating cost reductions and optimizing our base production, and I am extremely proud of the progress we have made in both of the areas. In particular, our ability to grow Miss Lime production to 18,000 BOEPD in May 2018 through our highly successfully workover campaign. Furthermore, rising commodity prices, coupled with our ongoing completion design optimization efforts and overall well cost reductions, provides a solid foundation to realize enhanced drilling and completion returns moving forward.

 



 

Mr. Sambrooks continued, “We believe there is a strategic advantage to consolidations, like the one we remain open to with SandRidge. With a strong and clean balance sheet, we will be actively pursuing opportunities that drive value to our shareholders and further strengthen Midstates financially and operationally. We are very excited about the future for Midstates.”

 

(Adjusted EBITDA, Adjusted Cash Operating Expenses, and Adjusted Cash General and Administrative Expenses are non-GAAP financial measures. Each measure is defined and reconciled to the most directly comparable GAAP measure under “Non-GAAP Financial Measures” in the tables below.)

 

Operational Update

 

Mississippian Lime Update

 

Key Highlights:

·                  Produced an average of 15,518 BOEPD in the first quarter of 2018, of which 29% was oil, 24% NGLs, and 47% natural gas

·                  Grew Mississippian Lime production to approximately 18,000 BOEPD in May 2018 through highly economic well workover program

·                  Currently running 10 workover rigs in the field executing the Company’s base production optimization program with an average payback period of less than 3 months per workover

·                  Spud 4 wells and placed 6 wells online during the first quarter of 2018

 

During the first quarter of 2018, the Company continued exploring options to maximize individual well performance and tested the application of high-intensity completions within the basin.  This resulted in increased average well cost for its trial wells to $5.0 million per well.  Production results from this pilot program are currently being evaluated and the cost benefit analysis is being performed. The Company’s completion design optimization program is expected to continue throughout the second quarter of 2018, with the testing of more focused, lower cost completions.

 

The Company plans to continue its one-rig drilling program in the Mississippian Lime through the second quarter of 2018 with the goal of minimizing drilling and completion costs to enhance economics. Additionally, Midstates is currently drilling its first of two planned extended lateral wells in the basin and expects to have initial production results in by the middle of the third quarter.

 

Further, as part of the Company’s base production optimization program, Midstates had 10 workover rigs operating in the field at the end of the first quarter of 2018 and intends to run the same amount of workover rigs through most of the second quarter, tapering the rig count as production downtime is successfully minimized.  During the first quarter of 2018, the Company brought 87 wells back online. Midstates anticipates 80 to 100 capital and expense workovers will occur in the second quarter of 2018.

 

During the first quarter of 2018, the Company brought online one additional non-Arbuckle saltwater disposal injection well in Alfalfa County, Oklahoma.  The Company is currently operating 11 non-Arbuckle injection wells in Woods and Alfalfa Counties, Oklahoma, with a total permitted injection capacity of approximately 240,000 barrels of water per day.  The Company’s total permitted injection capacity in Woods and Alfalfa Counties, Oklahoma, which may differ from actual injection capacity due to operational constraints, is approximately 372,000 barrels of water per day, with a current disposal rate into all formations of approximately 180,000 barrels of water per day. Approximately 40% of the Company’s water injection is currently being injected into non-Arbuckle formations.

 



 

Anadarko Basin Update

 

On April 4, 2018, Midstates announced it executed a purchase and sale agreement for of its Anadarko Basin producing properties for $58 million, subject to standard closing and post-closing adjustments. These properties had year-end 2017 proved developed PV-10 at SEC pricing of approximately $53 million. Proceeds from the sale will be used to pay down a portion of the outstanding borrowings under the Company’s revolving credit facility and for general corporate purposes.

 

The Company will retain its undeveloped acreage in approximately 45 sections of NW STACK in Dewey County, Oklahoma.

 

Midstates’ Anadarko Basin assets averaged production of 3,717 BOEPD in the first quarter of 2018, of which 32% was oil, 29% NGLs, and 39% natural gas.

 

Production and Pricing

 

Production during the first quarter of 2018 totaled 19,235 BOEPD, compared with 21,217 BOEPD during the fourth quarter of 2017. Production from the Company’s Mississippian Lime properties contributed approximately 81%, or 15,518 BOEPD, and the Anadarko Basin properties contributed approximately 19%, or 3,717 BOEPD.  For the total Company, oil volumes comprised 30% of total production, natural gas liquids (NGLs) 24%, and natural gas 46% during the first quarter of 2018.   Midstates’ first quarter 2018 Mississippian Lime properties declined approximately 10% from the fourth quarter primarily due to weather related downtime and planned deferral of new well completions during the fourth quarter of 2017 associated with the Company’s completion optimization pilot program.

 

On January 1, 2018, Midstates adopted ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). As a result, gathering and transportation and a portion of lease operating expenses are now being presented net against oil, NGLs and natural gas revenues.

 

Total oil, natural gas and NGL revenues in the first quarter of 2018 were $51.8 million, before the impact of derivatives and including $3.0 million of gathering and transportation expense, compared to $57.5 million in the fourth quarter of 2017, which excludes $3.5 million of gathering and transportation expense. The net loss on derivatives for the first quarter of 2018 was $3.9 million, compared with a $5.1 million loss during the fourth quarter of 2017.

 



 

The following table sets forth information regarding average realized sales prices for the periods indicated:

 

 

 

Crude Oil

 

NGLs

 

Natural Gas

 

 

 

Three Months
Ended

 

Three Months
Ended

 

Three Months
Ended

 

Three Months
Ended

 

Three Months
Ended

 

Three Months
Ended

 

 

 

March 31, 2018

 

December 31, 2017

 

March 31, 2018

 

December 31, 2017

 

March 31, 2018

 

December 31, 2017

 

Average sales price exclusive of realized derivatives and certain deductions from revenue

 

$

62.43

 

$

54.43

 

$

26.11

 

$

27.42

 

$

2.41

 

$

2.44

 

Realized derivatives

 

(2.84

)

(0.94

)

 

 

0.28

 

0.23

 

Average sales price with realized derivatives exclusive of certain deductions from revenue

 

$

59.59

 

$

53.49

 

$

26.11

 

$

27.42

 

$

2.69

 

$

2.67

 

Certain deductions from revenue (1)

 

(0.02

)

 

 

(0.07

)

 

 

(0.65

)

 

 

Average sales price inclusive of realized derivatives and certain deductions from revenue (1)

 

$

59.57

 

 

 

$

26.04

 

 

 

$

2.04

 

 

 

 


(1)                                     Average realized prices for the three months ended December 31, 2017 were based upon revenues as presented under ASC 605.  As a result, the appropriate realized price for comparison purposes with March 31, 2018 is the average sale price exclusive of realized derivatives and certain deductions from revenue. See Note 3 to the financial statements included in “Part I. Financial Information — Item 1. Financial Statements” of the Company’s Form 10-Q for further details.

 

Hedging Update

 

To reduce downside commodity price risk and protect cash flow, Midstates has entered into a number of swaps and 3-way collars to hedge a portion of the Company’s oil and natural gas revenues through 2020. A summary of the Company’s hedges is included in the below table.

 

 

 

NYMEX WTI

 

 

 

Fixed Swaps

 

Three-Way Collars

 

 

 

Hedge
Position
(Bbls)

 

Weighted
Avg
Strike
Price

 

Hedge
Position
(Bbls)

 

Weighted
Avg
Ceiling
Price

 

Weighted
Avg Floor
Price

 

Weighted
Avg
Sub-Floor
Price

 

Quarter Ended:

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2018(1)

 

99,000

 

$

50.61

 

225,000

 

$

62.14

 

$

50.00

 

$

40.00

 

June 30, 2018(1)

 

154,750

 

$

51.97

 

182,000

 

$

60.65

 

$

50.00

 

$

40.00

 

September 30, 2018(1)

 

151,800

 

$

55.23

 

184,000

 

$

59.93

 

$

50.00

 

$

40.00

 

December 31, 2018(1)

 

289,800

 

$

57.79

 

46,000

 

$

56.70

 

$

50.00

 

$

40.00

 

March 31, 2019(1)

 

 

$

 

180,000

 

$

63.14

 

$

53.75

 

$

43.75

 

June 30, 2019(1)

 

 

$

 

182,000

 

$

63.14

 

$

53.75

 

$

43.75

 

September 30, 2019(1)

 

 

$

 

184,000

 

$

63.14

 

$

53.75

 

$

43.75

 

December 31, 2019(1)

 

 

$

 

184,000

 

$

63.14

 

$

53.75

 

$

43.75

 

March 31, 2020(1)

 

 

$

 

91,000

 

$

65.75

 

$

50.00

 

$

40.00

 

June 30, 2020(1)

 

 

$

 

91,000

 

$

65.75

 

$

50.00

 

$

40.00

 

September 30, 2020(1)

 

 

$

 

92,000

 

$

65.75

 

$

50.00

 

$

40.00

 

December 31, 2020(1)

 

 

$

 

92,000

 

$

65.75

 

$

50.00

 

$

40.00

 

 

 

 

NYMEX HENRY HUB

 

 

 

Fixed Swaps

 

Three-Way Collars

 

 

 

Hedge
Position
(MMBtu)

 

Weighted
Avg Strike
Price

 

Hedge
Position
(MMBtu)

 

Weighted
Avg
Ceiling
Price

 

Weighted
Avg
Floor
Price

 

Weighted
Avg
Sub-Floor
Price

 

Quarter Ended:

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2018(1)(2)

 

1,350,000

 

$

3.47

 

1,530,000

 

$

4.38

 

$

3.25

 

$

2.50

 

June 30, 2018(1)

 

915,000

 

$

2.79

 

1,365,000

 

$

3.40

 

$

3.00

 

$

2.50

 

September 30, 2018(1)

 

1,380,000

 

$

2.79

 

1,380,000

 

$

3.40

 

$

3.00

 

$

2.50

 

December 31, 2018(1)

 

1,380,000

 

$

2.91

 

1,380,000

 

$

3.40

 

$

3.00

 

$

2.50

 

March 31, 2019(1)

 

1,350,000

 

$

2.98

 

1,350,000

 

$

3.40

 

$

3.00

 

$

2.50

 

 


(1)          Positions shown represent open commodity derivative contract positions as of March 31, 2018.

 



 

(2)          During the second quarter of 2017, the Company entered into natural gas three-way collars with long call ceilings in order to offset its Q1 2018 natural gas fixed swaps.

 

Costs and Expenses

 

Adjusted Cash Operating Expenses (which excludes debt restructuring and advisory fees, as well as severance costs) for the first quarter of 2018 were $21.4 million, or $12.37 per Boe, compared with $24.9 million, or $12.77 per Boe, in the fourth quarter of 2017. The decrease in the first quarter of 2018 compared with the fourth quarter of 2017 was attributable to a reduction in gathering and transportation expense as a result of the implementation of ASU 2014-09.

 

Lease operating and workover expenses (LOE) totaled $14.8 million, or $8.56 per Boe, in the first quarter of 2018, compared with $15.2 million, or $7.80 per Boe, in the fourth quarter of 2017.  LOE per Boe for the first quarter of 2018 increased on a per Boe basis compared with the fourth quarter of 2017 primarily due to lower production and increased surface maintenance costs in the first quarter of 2018.

 

Severance and other taxes for the first quarter of 2018 were $2.9 million, or $1.65 per Boe (5.5% of oil, NGL and natural gas sales revenue), compared to $2.7 million, or $1.38 per Boe (4.7% of oil, NGL and natural gas sales revenue) in the fourth quarter of 2017.  In November 2017, new legislation was signed into law in Oklahoma that increased the 4% incentive tax rate to 7% effective with December 2017 production. Further, in March 2018, new legislation was signed into law in Oklahoma to further amend the gross production incentive tax rate for wells drilled beginning July 1, 2015 from 2.0% to 5.0% effective July 2018.

 

In January 2018, to better align G&A expense with current activity levels, Midstates completed a workforce reduction that will result in annualized adjusted cash G&A expense savings of $3 million to $5 million (excluding one-time severance costs).  G&A expenses for the first quarter of 2018 totaled $9.9 million, or $5.70 per Boe, compared to $6.3 million, or $3.20 per Boe, in the fourth quarter of 2017.  First quarter 2018 and fourth quarter 2017 general and administrative expenses included net non-cash share-based compensation expense of $2.2 million, or $1.28 per Boe, and $2.1 million, or $1.07 per Boe, respectively. Additionally, first quarter 2018 general and administrative expenses included severance costs of $1.6 million and strategic review related costs of $2.3 million. Adjusted cash general and administrative expenses, which excludes non-cash share-based compensation and certain non-recurring items, but includes capitalized general and administrative costs, totaled $4.4 million, or $2.52 per Boe for the first quarter of 2018, compared to $4.1 million, or $2.12 per Boe, in the fourth quarter of 2017.  First quarter 2018 adjusted cash general and administrative expenses increased compared to fourth quarter of 2017 primarily due to higher employee expenses in the first quarter of 2018.

 

Depreciation, depletion and amortization expense for the first quarter of 2018 totaled $15.2 million, or $8.79 per Boe, compared to $19.4 million, or $9.92 per Boe in the fourth quarter of 2017.

 

Interest expense totaled $1.8 million (net of amounts capitalized) for the first quarter of 2018, compared to $1.7 million in the fourth quarter of 2017.  The Company capitalized $0.1 million in interest to unproved properties in the first quarter of 2018, compared to 0.4 million in the fourth quarter of 2017.

 

The Company had an effective tax rate of 0% and did not record an income tax expense or benefit for both the first quarter of 2018 and the fourth quarter of 2017.

 



 

Capital Expenditures

 

In the first quarter of 2018, the Company invested $32.2 million of operating capital, predominantly devoted to the Mississippian Lime assets.

 

The following table provides operational capital spending by area as well as a reconciliation to total capital expenditures for the three months ended March 31, 2018 (in thousands):

 

 

 

For the Three
Months Ended
March 31, 2018

 

Drilling and completion activities

 

$

30,754

 

Acquisition of acreage and seismic data

 

1,437

 

Operational capital expenditures incurred

 

$

32,191

 

Capitalized G&A, office, ARO & other

 

1,220

 

Capitalized interest

 

77

 

Total capital expenditures incurred

 

$

33,488

 

 

Operational capital expenditures by area were as follows:

 

 

 

For the Three
Months Ended
March 31, 2018

 

Mississippian Lime

 

$

32,205

 

Anadarko Basin

 

(14

)

Total operational capital expenditures incurred

 

$

32,191

 

 

Balance Sheet and Liquidity

 

On March 31, 2018, the Company’s liquidity was approximately $98.4 million, consisting of cash and cash equivalents of $8.4 million and $90.0 million available under its credit facility. Midstates’ long-term debt was $78.1 million, resulting in net debt of approximately $69.7 million.

 

In early March 2018, the Company made a $50 million pay-down to the outstanding RBL balance with cash on hand.  This pay-down will reduce annualized interest expense by approximately $3 million.

 

On April 19, 2018, the Company’s borrowing base under its revolving credit facility was reaffirmed at $170 million.  The agreement with its bank group excludes the Company’s Anadarko Basin assets in Texas and Oklahoma from the redetermination of the borrowing base.  The next scheduled borrowing base redetermination will occur on or about October 1, 2018.

 

Full-Year 2018 Guidance

 

The Company updated the presentation of its 2018 full year guidance (excluding the Anadarko Basin producing properties) to provide production price differential guidance that includes costs incurred for gathering and transportation, which is consistent with its presentation of revenue after the adoption of ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”) as previously noted:

 



 

Operational CAPEX Guidance

 

$100 million - $120 million

 

 

 

Production Guidance (Boe/d)

 

16,000 – 18,000

 

 

 

Price Differential Guidance

Oil (per Bbl)

 

$0.70

NGL (realized % of WTI)

 

40%

Gas inclusive of G&T(1) (per MMBTU)

 

$1.35

 

 

 

Cost Guidance per Boe

Lease Operating Expenses(2)

 

$6.50 - $7.50

Severance & Other Taxes

 

$1.50 - $2.00

Adjusted G&A – Cash(3)

 

$2.50 - $3.25

 


(1)         Inclusive of Gathering & Transportation expenses that were previously represented separately under “Cost Guidance per BOE” at $1.75 - $2.25 per Boe

 

(2)         Includes expense workover

 

(3)         Adjusted G&A — Cash is a non-GAAP financial measure as it excludes from G&A non-cash compensation and other non-recurring items, but includes capitalized general and administrative costs.

 

Conference Call Information

 

The Company will host a conference call to discuss first quarter 2018 results on Thursday, May 10, at 8:30 a.m. Eastern time (7:30 a.m. Central time). Participants may join the conference call by dialing (877) 645-4610 (for U.S. and Canada) or (707) 595-2723 (International). The conference call access code is 5095846 for all participants. To listen via live web cast, please visit the Investor Relations section of the Company’s website, www.midstatespetroleum.com.

 

An audio replay of the conference call will be available approximately two hours after the conclusion of the call. The audio replay will remain available for approximately 30 days and can be accessed by dialing (855) 859-2056 (for U.S. and Canada) or (404) 537-3406 (International). The conference call audio replay access code is 5095846 for all participants. The audio replay will also be available in the Investors section of the Company’s website approximately two hours after the conclusion of the call and remain available for approximately 30 days.

 

Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements that are not statements of historical fact, including statements regarding the Company’s strategy, future operations, financial position, estimated revenues and losses, projected costs, resource potential, drilling locations, prospects and plans and objectives of management, are considered forward-looking statements. Without limiting the generality of the foregoing, these statements are based on certain assumptions made by the Company based on management’s experience, expectations and perception of historical trends, current conditions, anticipated future developments and other factors believed to be appropriate. Although the Company believes that its plans, intentions and expectations reflected in or suggested by the forward-looking statements made in this press release are reasonable, the Company gives no assurance that these plans, intentions or expectations will be achieved when anticipated or at all.  Moreover, such statements are subject to a number of factors, many of which are beyond the control of the Company, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. These factors include, but are not limited to variations in the market demand for, and prices of, oil and natural gas; uncertainties about the Company’s estimated quantities of oil and natural gas reserves, resource potential and drilling locations; the adequacy of the Company’s capital resources and liquidity; general economic and business conditions; weather-related downtime; failure to realize expected value creation from property acquisitions; uncertainties about the Company’s ability to replace reserves and economically develop its current reserves; risks related to the concentration of the Company’s operations; drilling results; and potential financial losses or earnings reductions from the Company’s commodity derivative positions.

 



 

Any forward-looking statement speaks only as of the date on which such statement is made and the Company undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law.

 

About Midstates Petroleum Company, Inc.

 

Midstates Petroleum Company, Inc. is an independent exploration and production company focused on the application of modern drilling and completion techniques in oil and liquids-rich basins in the onshore U.S. The Company’s operations are currently focused on oilfields in the Mississippian Lime play in Oklahoma and the Anadarko Basin in Texas and Oklahoma.

 

*********

 

Contact:

Midstates Petroleum Company, Inc.

 

Jason McGlynn, Investor Relations, (918) 947-4614

Jason.McGlynn@midstatespetroleum.com

 



 

MIDSTATES PETROLEUM COMPANY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

(Unaudited)

 

(In thousands, except share amounts)

 

 

 

March 31, 2018

 

December 31, 2017

 

ASSETS

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

Cash and cash equivalents

 

$

8,428

 

$

68,498

 

Accounts receivable:

 

 

 

 

 

Oil and gas sales

 

30,467

 

32,455

 

Joint interest billing

 

3,691

 

3,297

 

Other

 

259

 

166

 

Commodity derivative contracts

 

 

762

 

Other current assets

 

3,124

 

1,510

 

Total current assets

 

45,969

 

106,688

 

PROPERTY AND EQUIPMENT:

 

 

 

 

 

Oil and gas properties, on the basis of full-cost accounting

 

 

 

 

 

Proved properties

 

798,593

 

765,308

 

Unproved properties not being amortized

 

7,142

 

7,065

 

Other property and equipment

 

6,502

 

6,508

 

Less accumulated depreciation, depletion, amortization, and impairment

 

(219,590

)

(204,419

)

Net property and equipment

 

592,647

 

574,462

 

OTHER NONCURRENT ASSETS

 

7,006

 

6,978

 

TOTAL

 

$

645,622

 

$

688,128

 

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

Accounts payable

 

$

6,652

 

$

11,547

 

Accrued liabilities

 

45,533

 

42,842

 

Commodity derivative contracts

 

6,062

 

3,433

 

Total current liabilities

 

58,247

 

57,822

 

LONG-TERM LIABILITIES:

 

 

 

 

 

Asset retirement obligations

 

15,853

 

15,506

 

Commodity derivative contracts

 

950

 

562

 

Long-term debt

 

78,059

 

128,059

 

Other long-term liabilities

 

585

 

592

 

Total long-term liabilities

 

95,447

 

144,719

 

 

 

 

 

 

 

COMMITMENTS AND CONTINGENCIES

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY:

 

 

 

 

 

Preferred stock, $0.01 par value, 50,000,000 shares authorized; no shares issued or outstanding at March 31, 2018 and December 31, 2017

 

 

 

Warrants, 6,625,554 warrants outstanding at March 31, 2018 and December 31, 2017

 

37,329

 

37,329

 

Common stock, $0.01 par value, 250,000,000 shares authorized; 25,383,854 shares issued and 25,255,485 shares outstanding at March 31, 2018; 25,272,969 shares issued and 25,173,346 shares outstanding at December 31, 2017

 

254

 

253

 

Treasury stock

 

(2,062

)

(1,603

)

Additional paid-in-capital

 

527,550

 

524,755

 

Retained earnings (deficit)

 

(71,143

)

(75,147

)

Total stockholders’ equity

 

491,928

 

485,587

 

TOTAL

 

$

645,622

 

$

688,128

 

 



 

MIDSTATES PETROLEUM COMPANY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 

(Unaudited)

 

(In thousands)

 

 

 

For the Three
Months Ended
March 31, 2018

 

For the
Three Months Ended
March 31, 2017

 

For the Three
Months Ended
December 31,2017

 

REVENUES(1):

 

 

 

 

 

 

 

Oil sales(1)

 

$

32,414

 

$

31,036

 

$

31,586

 

Natural gas liquid sales(1)

 

11,038

 

11,194

 

12,532

 

Natural gas sales(1)

 

8,337

 

17,098

 

13,387

 

Other Revenue

 

1,055

 

822

 

947

 

Total revenue from contracts with customers

 

52,844

 

60,150

 

58,452

 

Gains (losses) on commodity derivative contracts—net

 

(3,939

)

4,865

 

(5,108

)

Total revenues

 

48,905

 

65,015

 

53,344

 

EXPENSES:

 

 

 

 

 

 

 

Lease operating and workover

 

14,808

 

15,852

 

15,223

 

Gathering and transportation(1)

 

57

 

3,687

 

3,480

 

Severance and other taxes

 

2,861

 

2,121

 

2,701

 

Asset retirement accretion

 

297

 

276

 

267

 

Depreciation, depletion, and amortization

 

15,213

 

15,342

 

19,361

 

Impairment in carrying value of oil and gas properties

 

 

 

125,300

 

General and administrative

 

9,857

 

8,275

 

6,250

 

Total expenses

 

43,093

 

45,553

 

172,582

 

OPERATING INCOME (LOSS)

 

5,812

 

19,462

 

(119,238

)

OTHER INCOME (EXPENSE):

 

 

 

 

 

 

 

Interest income

 

19

 

 

9

 

Interest expense—net of amounts capitalized

 

(1,827

)

(977

)

(1,738

)

Total other income (expense)

 

(1,808

)

(977

)

(1,729

)

INCOME (LOSS) BEFORE TAXES

 

4,004

 

18,485

 

(120,967

)

Income tax expense

 

 

 

 

NET INCOME (LOSS)

 

$

4,004

 

$

18,485

 

$

(120,967

)

Successor participating securities—non-vested restricted stock

 

(99

)

(546

)

 

NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS

 

$

3,905

 

$

17,939

 

$

(120,967

)

Basic and diluted net income (loss) per share attributable to common shareholders

 

$

0.15

 

$

0.72

 

$

(4.78

)

Basic and diluted weighted average number of common shares outstanding

 

25,299

 

25,012

 

25,253

 

 

 


(1) On January 1, 2018, Midstates adopted ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). As a result, $3.0 million of gathering and transportation and $0.1 million of lease operating expenses are now being net against oil, NGLs and natural gas revenues. See Note 3 to the financial statements included in “Part I. Financial Information — Item 1. Financial Statements” of the Company’s Form 10-Q for further details.

 



 

MIDSTATES PETROLEUM COMPANY, INC.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

 

(Unaudited)

 

(In thousands)

 

 

 

Series A
Preferred
Stock

 

Common
Stock

 

Warrants

 

Treasury
Stock

 

Additional
Paid-in-Capital

 

Retained
Deficit

 

Total
Stockholders’
Equity

 

Balance as of December 31, 2017

 

$

 

$

253

 

$

37,329

 

$

(1,603

)

$

524,755

 

$

(75,147

)

$

485,587

 

Share-based compensation

 

 

1

 

 

 

2,795

 

 

2,796

 

Acquisition of treasury stock

 

 

 

 

(459

)

 

 

(459

)

Net income

 

 

 

 

 

 

4,004

 

4,004

 

Balance as of March 31, 2018 

 

$

 

$

254

 

$

37,329

 

$

(2,062

)

$

527,550

 

$

(71,143

)

$

491,928

 

 

 

 

Series A
Preferred
Stock

 

Common
Stock

 

Warrants

 

Treasury
Stock

 

Additional
Paid-in-Capital

 

Retained
Earnings

 

Total
Stockholders’
Equity

 

Balance as of December 31, 2016

 

$

 

$

250

 

$

37,329

 

$

 

$

514,305

 

$

9,930

 

$

561,814

 

Share-based compensation

 

 

 

 

 

3,790

 

 

3,790

 

Acquisition of treasury stock

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

18,485

 

18,485

 

Balance as of March 31, 2017

 

$

 

$

250

 

$

37,329

 

$

 

$

518,095

 

$

28,415

 

$

584,089

 

 



 

MIDSTATES PETROLEUM COMPANY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

 

 

 

For the Three Months
Ended March 31,

 

For the Three Months
Ended December 31,

 

 

 

2018

 

2017

 

2017

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

Net income (loss)

 

$

4,004

 

$

18,485

 

$

(120,967

)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

 

 

 

 

 

 

 

(Gains) losses on commodity derivative contracts—net

 

3,939

 

(4,865

)

5,108

 

Net cash received (paid) for commodity derivative contracts not designated as hedging instruments

 

(160

)

811

 

742

 

Asset retirement accretion

 

297

 

276

 

267

 

Depreciation, depletion, and amortization

 

15,213

 

15,342

 

19,361

 

Impairment in carrying value of oil and gas properties

 

 

 

125,300

 

Share-based compensation, net of amounts capitalized to oil and gas properties

 

2,210

 

3,337

 

2,094

 

Amortization of deferred financing costs

 

108

 

80

 

108

 

Change in operating assets and liabilities:

 

 

 

 

 

 

 

Accounts receivable—oil and gas sales

 

1,293

 

2,812

 

(2,163

)

Accounts receivable—JIB and other

 

(663

)

(842

)

721

 

Other current and noncurrent assets

 

(1,750

)

(656

)

381

 

Accounts payable

 

(1,467

)

1,279

 

1,569

 

Accrued liabilities

 

(869

)

(3,649

)

(1,592

)

Other

 

(8

)

(37

)

(644

)

Net cash provided by operating activities

 

$

22,147

 

$

32,373

 

$

30,285

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

Investment in property and equipment

 

$

(31,758

)

$

(26,108

)

$

(37,358

)

Proceeds from the sale of oil and gas equipment

 

 

1,350

 

 

Net cash used in investing activities

 

$

(31,758

)

$

(24,758

)

$

(37,358

)

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

Repayment of revolving credit facility

 

$

(50,000

)

$

 

$

 

Repurchase of restricted stock for tax withholdings

 

(459

)

 

(977

)

Net cash used in financing activities

 

$

(50,459

)

$

 

$

(977

)

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

 

$

(60,070

)

$

7,615

 

$

(8,050

)

Cash and cash equivalents, beginning of period

 

$

68,498

 

$

76,838

 

$

76,548

 

Cash and cash equivalents, end of period

 

$

8,428

 

$

84,453

 

$

68,498

 

 



 

MIDSTATES PETROLEUM COMPANY, INC.

SELECTED FINANCIAL AND OPERATING STATISTICS

(Unaudited)

 

 

 

For the Three Months Ended March
31,

 

For the Three Months
Ended December 31,

 

 

 

2018

 

2017

 

2017

 

Operating Data — Mississippian Lime:

 

 

 

 

 

 

 

Net production volumes:

 

 

 

 

 

 

 

Oil (Bbls/day)

 

4,564

 

5,605

 

4,960

 

NGLs (Bbls/day)

 

3,644

 

4,588

 

3,903

 

Natural gas (Mcf/day)

 

43,857

 

56,075

 

50,787

 

Total oil equivalents (MBoe)

 

1,397

 

1,759

 

1,594

 

Average daily production (Boe/day)

 

15,518

 

19,539

 

17,327

 

Operating Data — Anadarko Basin:

 

 

 

 

 

 

 

Net production volumes:

 

 

 

 

 

 

 

Oil (Bbls/day)

 

1,207

 

1,364

 

1,347

 

NGLs (Bbls/day)

 

1,065

 

1,093

 

1,065

 

Natural gas (Mcf/day)

 

8,671

 

9,394

 

8,867

 

Total oil equivalents (MBoe)

 

334

 

362

 

358

 

Average daily production (Boe/day)

 

3,717

 

4,023

 

3,890

 

Operating Data - Combined:

 

 

 

 

 

 

 

Net production volumes:

 

 

 

 

 

 

 

Oil (Bbls/day)

 

5,771

 

6,969

 

6,307

 

NGLs (Bbls/day)

 

4,709

 

5,681

 

4,968

 

Natural gas (Mcf/day)

 

52,528

 

65,469

 

59,654

 

Total oil equivalents (MBoe)

 

1,731

 

2,121

 

1,952

 

Average daily production (Boe/day)

 

19,235

 

23,562

 

21,217

 

Average Sales Prices:

 

 

 

 

 

 

 

Oil, without realized derivatives (per Bbl)(1)

 

$

62.41

 

$

49.48

 

$

54.43

 

Oil, with realized derivatives (per Bbl)

 

$

59.57

 

$

50.26

 

$

53.49

 

Oil, without realized derivatives and gathering and transportation (per Bbl)

 

$

62.43

 

$

49.48

 

$

54.43

 

Natural gas liquids, without realized derivatives (per Bbl)(1)

 

$

26.04

 

$

21.89

 

$

27.42

 

Natural gas liquids, with realized derivatives (per Bbl)

 

$

26.04

 

$

21.89

 

$

27.42

 

Natural gas liquids, without realized derivatives and gathering and transportation (per Bbl)

 

$

26.11

 

$

21.89

 

$

27.42

 

Natural gas, without realized derivatives (per Mcf)(1)

 

$

1.76

 

$

2.90

 

$

2.44

 

Natural gas, with realized derivatives (per Mcf)

 

$

2.04

 

$

2.96

 

$

2.67

 

Natural gas, without realized derivatives and gathering and transportation (per Mcf)

 

$

2.41

 

$

2.90

 

$

2.44

 

Costs and Expenses (per Boe of production):

 

 

 

 

 

 

 

Lease operating and workover(1)

 

$

8.56

 

$

7.47

 

$

7.80

 

Gathering and transportation(1)

 

$

0.03

 

$

1.74

 

$

1.78

 

Severance and other taxes

 

$

1.65

 

$

1.00

 

$

1.38

 

Asset retirement accretion

 

$

0.17

 

$

0.13

 

$

0.14

 

Depreciation, depletion and amortization

 

$

8.79

 

$

7.23

 

$

9.92

 

Impairment of oil and gas properties

 

 

 

$

64.19

 

General and administrative

 

$

5.70

 

$

3.90

 

$

3.20

 

Acquisition and transaction costs

 

 

 

 

Debt restructuring costs and advisory fees

 

 

 

 

Other

 

 

 

 

 


(1)  On January 1, 2018, Midstates adopted ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). As a result, $3.0 million of gathering and transportation and $0.1 million of lease operating expenses are now being net against oil, NGLs and natural gas revenues. See Note 3 to the financial statements included in “Part I. Financial Information — Item 1. Financial Statements” of the Company’s Form 10-Q for further details.

 



 

MIDSTATES PETROLEUM COMPANY, INC.

ADJUSTED EBITDA

 

(Unaudited)

 

(In thousands)

 

 

 

For the Three Months Ended
March 31,

 

For the Three
Months Ended
December 31,

 

 

 

2018

 

2017

 

2017

 

Adjusted EBITDA to net income (loss) reconciliation:

 

 

 

 

 

 

 

Net income (loss)

 

$

4,004

 

$

18,485

 

$

(120,967

)

Depreciation, depletion and amortization

 

15,213

 

15,342

 

19,361

 

Impairment in carrying value of oil and gas properties

 

 

 

125,300

 

Losses (gains) on commodity derivative contracts—net

 

3,939

 

(4,865

)

5,108

 

Net cash received (paid) for commodity derivative contracts not designated as hedging instruments

 

(160

)

811

 

742

 

Income tax expense

 

 

 

 

Interest income

 

(19

)

 

(9

)

Interest expense, net of amounts capitalized

 

1,827

 

977

 

1,738

 

Asset retirement obligation accretion

 

297

 

276

 

267

 

Share-based compensation, net of amounts capitalized

 

2,210

 

3,337

 

2,094

 

Adjusted EBITDA — Non-GAAP

 

$

27,311

 

$

34,363

 

$

33,634

 

Lagging fees associated with restructuring

 

37

 

557

 

300

 

Costs incurred for strategic reviews

 

2,321

 

 

 

Adjusted EBITDA before restructuring advisory fees and costs incurred for strategic reviews — Non-GAAP

 

$

29,669

 

$

34,920

 

$

33,934

 

 



 

MIDSTATES PETROLEUM COMPANY, INC.

CASH OPERATING EXPENSES

 

(Unaudited)

 

(In thousands)

 

 

 

For the Three Months
Ended March 31,

 

For the Three
Months Ended
December 31,

 

 

 

2018

 

2017

 

2017

 

 

 

 

 

 

 

 

 

Operating Expenses — GAAP

 

$

43,093

 

$

45,553

 

$

172,582

 

Adjustments for certain non-cash items:

 

 

 

 

 

 

 

Asset retirement accretion

 

297

 

276

 

267

 

Share-based compensation, net of amounts capitalized

 

2,210

 

3,337

 

2,094

 

Depreciation, depletion and amortization

 

15,213

 

15,342

 

19,360

 

Impairment of oil and gas properties

 

 

 

125,300

 

Other

 

 

 

 

Cash Operating Expenses — Non-GAAP

 

$

25,373

 

$

26,598

 

$

25,561

 

Cash Operating Expenses — Non-GAAP per Boe

 

$

14.66

 

$

12.55

 

$

13.09

 

 

 

 

 

 

 

 

 

Lagging fees associated with restructuring

 

$

37

 

$

557

 

$

300

 

Lagging fees associated with restructuring, per Boe

 

$

0.02

 

$

0.26

 

$

0.15

 

 

 

 

 

 

 

 

 

Severance costs

 

$

1,596

 

$

 

$

331

 

Severance costs, per Boe

 

$

0.92

 

$

 

$

0.17

 

 

 

 

 

 

 

 

 

Costs incurred for strategic reviews

 

$

2,321

 

$

 

$

 

Costs incurred for strategic reviews, per Boe

 

$

1.34

 

$

 

$

 

 

 

 

 

 

 

 

 

Adjusted Cash Operating Expenses — Non-GAAP

 

$

21,419

 

$

26,041

 

$

24,930

 

Adjusted Cash Operating Expenses — Non-GAAP per Boe

 

$

12.37

 

$

12.28

 

$

12.77

 

 



 

MIDSTATES PETROLEUM COMPANY, INC.

ADJUSTED CASH GENERAL AND ADMINISTRATIVE EXPENSES

 

(Unaudited)

 

(In thousands)

 

 

 

For the Three Months Ended
March 31,

 

For the Three
Months Ended
December 31,

 

 

 

2018

 

2017

 

2017

 

 

 

 

 

 

 

 

 

General and Administrative Expenses — GAAP

 

$

9,857

 

$

8,275

 

$

6,250

 

Adjustments for certain non-cash and non-recurring items:

 

 

 

 

 

 

 

Share-based compensation, net of amounts capitalized

 

(2,210

)

(3,337

)

(2,094

)

Capitalized general and administrative expenses

 

663

 

873

 

606

 

Severance and other costs

 

(1,596

)

 

(331

)

Advisory costs included in general and administrative expenses

 

(37

)

(557

)

(300

)

Costs incurred for strategic reviews

 

(2,321

)

 

 

Adjusted Cash General and Administrative Expenses — Non-GAAP

 

$

4,356

 

$

5,254

 

$

4,131

 

Adjusted Cash General and Administrative Expenses — Non-GAAP per Boe

 

$

2.52

 

$

2.48

 

$

2.12