SM Energy Co 10-Q

ITEM 1. FINANCIAL STATEMENTS SM ENERGY COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (in thousands, except share data) June 30, 2021 December 31, 2020 ASSETS Current assets: Cash and cash equivalents $ — $ 10 Accounts receivable 229,512 162,455 Derivative assets 31,303 31,203 Prepaid expenses and other 8,595 10,001 Total current assets 269,410 203,669 Property and equipment (successful efforts method): Proved oil and gas properties 9,107,281 8,608,522 Accumulated depletion, depreciation, and amortization ( 5,244,367 ) ( 4,886,973 ) Unproved oil and gas properties 656,848 714,602 Wells in progress 153,734 233,498 Other property and equipment, net of accumulated depreciation of $ 75,328 and $ 63,662 , respectively 41,313 32,217 Total property and equipment, net 4,714,809 4,701,866 Noncurrent assets: Derivative assets 13,534 23,150 Other noncurrent assets 55,245 47,746 Total noncurrent assets 68,779 70,896 Total assets $ 5,052,998 $ 4,976,431 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued expenses $ 496,285 $ 371,670 Derivative liabilities 545,062 200,189 Other current liabilities 10,321 11,880 Total current liabilities 1,051,668 583,739 Noncurrent liabilities: Revolving credit facility 52,500 93,000 Senior Notes, net 2,139,625 2,121,319 Asset retirement obligations 85,390 83,325 Derivative liabilities 116,273 22,331 Other noncurrent liabilities 55,033 56,557 Total noncurrent liabilities 2,448,821 2,376,532 Commitments and contingencies (note 6) Stockholders’ equity: Common stock, $ 0.01 par value - authorized: 200,000,000 shares; issued and outstanding: 120,970,853 and 114,742,304 shares, respectively 1,210 1,147 Additional paid-in capital 1,838,859 1,827,914 Retained earnings (deficit) ( 274,745 ) 200,697 Accumulated other comprehensive loss ( 12,815 ) ( 13,598 ) Total stockholders’ equity 1,552,509 2,016,160 Total liabilities and stockholders’ equity $ 5,052,998 $ 4,976,431 The accompanying notes are an integral part of these condensed consolidated financial statements. 4 SM ENERGY COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (in thousands, except per share data) For the Three Months Ended June 30, For the Six Months Ended June 30, 2021 2020 2021 2020 Operating revenues and other income: Oil, gas, and NGL production revenue $ 562,569 $ 169,790 $ 985,734 $ 524,023 Other operating income (loss) 1,280 ( 158 ) 21,961 1,343 Total operating revenues and other income 563,849 169,632 1,007,695 525,366 Operating expenses: Oil, gas, and NGL production expense 125,456 80,445 226,386 199,997 Depletion, depreciation, amortization, and asset retirement obligation liability accretion 204,714 180,856 371,674 414,345 Exploration 8,714 9,787 18,037 21,136 Impairment 8,750 8,750 17,500 998,513 General and administrative 24,639 27,227 49,353 54,674 Net derivative (gain) loss 370,348 167,200 715,037 ( 378,140 ) Other operating expense, net 1,852 8,046 1,253 8,612 Total operating expenses 744,473 482,311 1,399,240 1,319,137 Loss from operations ( 180,624 ) ( 312,679 ) ( 391,545 ) ( 793,771 ) Interest expense ( 39,536 ) ( 40,354 ) ( 79,407 ) ( 81,866 ) Gain (loss) on extinguishment of debt ( 2,144 ) 227,281 ( 2,144 ) 239,476 Other non-operating expense, net ( 853 ) ( 185 ) ( 1,224 ) ( 679 ) Loss before income taxes ( 223,157 ) ( 125,937 ) ( 474,320 ) ( 636,840 ) Income tax benefit 162 36,685 56 135,693 Net loss $ ( 222,995 ) $ ( 89,252 ) $ ( 474,264 ) $ ( 501,147 ) Basic weighted-average common shares outstanding 118,357 113,008 116,568 113,015 Diluted weighted-average common shares outstanding 118,357 113,008 116,568 113,015 Basic net loss per common share $ ( 1.88 ) $ ( 0.79 ) $ ( 4.07 ) $ ( 4.43 ) Diluted net loss per common share $ ( 1.88 ) $ ( 0.79 ) $ ( 4.07 ) $ ( 4.43 ) Dividends per common share $ — $ — $ 0.01 $ 0.01 The accompanying notes are an integral part of these condensed consolidated financial statements. 5 SM ENERGY COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED) (in thousands) For the Three Months Ended June 30, For the Six Months Ended June 30, 2021 2020 2021 2020 Net loss $ ( 222,995 ) $ ( 89,252 ) $ ( 474,264 ) $ ( 501,147 ) Other comprehensive income, net of tax: Pension liability adjustment 592 188 783 378 Total other comprehensive income, net of tax 592 188 783 378 Total comprehensive loss $ ( 222,403 ) $ ( 89,064 ) $ ( 473,481 ) $ ( 500,769 ) The accompanying notes are an integral part of these condensed consolidated financial statements. 6 SM ENERGY COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED) (in thousands, except share data and dividends per share) Additional Paid-in Capital Accumulated Other Comprehensive Loss Total Stockholders’ Equity Common Stock Retained Earnings (Deficit) Shares Amount Balances, December 31, 2020 114,742,304 $ 1,147 $ 1,827,914 $ 200,697 $ ( 13,598 ) $ 2,016,160 Net loss — — — ( 251,269 ) — ( 251,269 ) Other comprehensive income — — — — 191 191 Cash dividends declared, $ 0.01 per share — — — ( 1,147 ) — ( 1,147 ) Stock-based compensation expense — — 5,737 — — 5,737 Balances, March 31, 2021 114,742,304 $ 1,147 $ 1,833,651 $ ( 51,719 ) $ ( 13,407 ) $ 1,769,672 Net loss — — — ( 222,995 ) — ( 222,995 ) Other comprehensive income — — — — 592 592 Cash dividends, $ 0.01 per share — — — ( 31 ) — ( 31 ) Issuance of common stock under Employee Stock Purchase Plan 252,665 3 1,312 — — 1,315 Stock-based compensation expense 57,795 1 3,955 — — 3,956 Issuance of common stock through cashless exercise of Warrants 5,918,089 59 ( 59 ) — — — Balances, June 30, 2021 120,970,853 $ 1,210 $ 1,838,859 $ ( 274,745 ) $ ( 12,815 ) $ 1,552,509 Additional Paid-in Capital Accumulated Other Comprehensive Loss Total Stockholders’ Equity Common Stock Retained Earnings Shares Amount Balances, December 31, 2019 112,987,952 $ 1,130 $ 1,791,596 $ 967,587 $ ( 11,319 ) $ 2,748,994 Net loss — — — ( 411,895 ) — ( 411,895 ) Other comprehensive income — — — — 190 190 Cash dividends declared, $ 0.01 per share — — — ( 1,130 ) — ( 1,130 ) Issuance of common stock upon vesting of RSUs, net of shares used for tax withholdings 730 — ( 3 ) — — ( 3 ) Stock-based compensation expense — — 5,561 — — 5,561 Balances, March 31, 2020 112,988,682 $ 1,130 $ 1,797,154 $ 554,562 $ ( 11,129 ) $ 2,341,717 Net loss — — — ( 89,252 ) — ( 89,252 ) Other comprehensive income — — — — 188 188 Issuance of common stock under Employee Stock Purchase Plan 297,013 3 944 — — 947 Stock-based compensation expense 267,576 3 5,709 — — 5,712 Issuance of Warrants — — 21,520 — — 21,520 Balances, June 30, 2020 113,553,271 $ 1,136 $ 1,825,327 $ 465,310 $ ( 10,941 ) $ 2,280,832 The accompanying notes are an integral part of these condensed consolidated financial statements. 7 SM ENERGY COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (in thousands) For the Six Months Ended June 30, 2021 2020 Cash flows from operating activities: Net loss $ ( 474,264 ) $ ( 501,147 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depletion, depreciation, amortization, and asset retirement obligation liability accretion 371,674 414,345 Impairment 17,500 998,513 Stock-based compensation expense 9,693 11,273 Net derivative (gain) loss 715,037 ( 378,140 ) Derivative settlement gain (loss) ( 266,707 ) 215,965 Amortization of debt discount and deferred financing costs 9,445 8,578 (Gain) loss on extinguishment of debt 2,144 ( 239,476 ) Deferred income taxes ( 214 ) ( 136,268 ) Other, net ( 13,377 ) ( 3,918 ) Net change in working capital 31,092 ( 57,254 ) Net cash provided by operating activities 402,023 332,471 Cash flows from investing activities: Capital expenditures ( 370,177 ) ( 310,209 ) Other, net 221 92 Net cash used in investing activities ( 369,956 ) ( 310,117 ) Cash flows from financing activities: Proceeds from revolving credit facility 944,000 841,000 Repayment of revolving credit facility ( 984,500 ) ( 770,500 ) Net proceeds from Senior Notes 393,583 — Cash paid to repurchase Senior Notes ( 385,296 ) ( 81,826 ) Debt issuance costs related to 10.0% Senior Secured Notes due 2025 — ( 10,491 ) Net proceeds from sale of common stock 1,315 947 Dividends paid ( 1,178 ) ( 1,130 ) Other ( 1 ) ( 354 ) Net cash used in financing activities ( 32,077 ) ( 22,354 ) Net change in cash, cash equivalents, and restricted cash ( 10 ) — Cash, cash equivalents, and restricted cash at beginning of period 10 10 Cash, cash equivalents, and restricted cash at end of period $ — $ 10 Supplemental schedule of additional cash flow information and non-cash activities: Operating activities: Cash paid for interest, net of capitalized interest $ ( 74,864 ) $ ( 82,313 ) Investing activities: Increase (decrease) in capital expenditure accruals and other $ 28,987 $ ( 28,896 ) Non-cash financing activities (1) ____________________________________________ (1) Please refer to Note 5 - Long-Term Debt for discussion of the debt transactions executed during the six months ended June 30, 2021, and 2020. The accompanying notes are an integral part of these condensed consolidated financial statements. 8 SM ENERGY COMPANY AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Note 1 - Summary of Significant Accounting Policies Description of Operations SM Energy Company, together with its consolidated subsidiaries (“SM Energy” or the “Company”), is an independent energy company engaged in the acquisition, exploration, development, and production of oil, gas, and NGLs in the state of Texas. Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information, the instructions to Quarterly Report on Form 10-Q, and Regulation S-X. These financial statements do not include all information and notes required by GAAP for annual financial statements. However, except as disclosed herein, there has been no material change in the information disclosed in the notes to the consolidated financial statements included in the 2020 Form 10-K . In the opinion of management, all adjustments, consisting of normal recurring adjustments considered necessary for a fair presentation of interim financial information, have been included. Operating results for the periods presented are not necessarily indicative of expected results for the full year. In connection with the preparation of the Company’s unaudited condensed consolidated financial statements, the Company evaluated events subsequent to the balance sheet date of June 30, 2021, and through the filing of this report. Additionally, certain prior period amounts have been reclassified to conform to current period presentation in the accompanying unaudited condensed consolidated financial statements. Significant Accounting Policies The significant accounting policies followed by the Company are set forth in Note 1 - Summary of Significant Accounting Policies in the 2020 Form 10-K and are supplemented by the notes to the unaudited condensed consolidated financial statements included in this report. These unaudited condensed consolidated financial statements should be read in conjunction with the 2020 Form 10-K . Recently Issued Accounting Standards In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), and in January 2021, issued ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope (“ASU 2021-01”), to provide clarifying guidance regarding the scope of Topic 848. ASU 2020-04 was issued to provide optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. Generally, the guidance is to be applied as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. ASU 2020-04 and ASU 2021-01 are effective for all entities through December 31, 2022. As of June 30, 2021, the Company has not elected to use the optional guidance and continues to evaluate the options provided by ASU 2020-04 and ASU 2021-01. Please refer to Note 5 - Long-Term Debt for discussion of the use of the London Interbank Offered Rate (“LIBOR”) in connection with borrowings under the Credit Agreement. There are no other ASUs that would have a material effect on the Company’s unaudited condensed consolidated financial statements and related disclosures that have been issued but not yet adopted by the Company as of June 30, 2021, or through the filing of this report. Note 2 - Revenue from Contracts with Customers The Company recognizes its share of revenue from the sale of produced oil, gas, and NGLs from its Midland Basin and South Texas assets. Oil, gas, and NGL production revenue presented within the accompanying unaudited condensed consolidated statements of operations (“accompanying statements of operations”) is reflective of the revenue generated from contracts with customers. 9 The tables below present oil, gas, and NGL production revenue by product type for each of the Company’s operating areas for the three and six months ended June 30, 2021, and 2020: Midland Basin South Texas Total Three Months Ended June 30, Three Months Ended June 30, Three Months Ended June 30, 2021 2020 2021 2020 2021 2020 (in thousands) Oil production revenue $ 404,492 $ 114,358 $ 31,876 $ 5,158 $ 436,368 $ 119,516 Gas production revenue 51,435 11,921 36,900 22,942 88,335 34,863 NGL production revenue 112 45 37,754 15,366 37,866 15,411 Total $ 456,039 $ 126,324 $ 106,530 $ 43,466 $ 562,569 $ 169,790 Relative percentage 81 % 74 % 19 % 26 % 100 % 100 % ____________________________________________ Note: Amounts may not calculate due to rounding. Midland Basin South Texas Total Six Months Ended June 30, Six Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 2021 2020 (in thousands) Oil production revenue $ 690,597 $ 390,494 $ 51,548 $ 20,715 $ 742,145 $ 411,209 Gas production revenue 109,241 23,255 68,752 52,318 177,993 75,573 NGL production revenue 212 103 65,384 37,138 65,596 37,241 Total $ 800,050 $ 413,852 $ 185,684 $ 110,171 $ 985,734 $ 524,023 Relative percentage 81 % 79 % 19 % 21 % 100 % 100 % ____________________________________________ Note: Amounts may not calculate due to rounding. The Company recognizes oil, gas, and NGL production revenue at the point in time when custody and title (“control”) of the product transfers to the purchaser, which differs depending on the applicable contractual terms. Transfer of control drives the presentation of transportation, gathering, processing, and other post-production expenses (“fees and other deductions”) within the accompanying statements of operations. Fees and other deductions incurred by the Company prior to control transfer are recorded within the oil, gas, and NGL production expense line item on the accompanying statements of operations. When control is transferred at or near the wellhead, sales are based on a wellhead market price that is impacted by fees and other deductions incurred by the purchaser subsequent to the transfer of control. Please refer to Note 2 - Revenue from Contracts with Customers in the 2020 Form 10-K for more information regarding the types of contracts under which oil, gas, and NGL production revenue is generated. Significant judgments made in applying the guidance in Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers, relate to the point in time when control transfers to purchasers in gas processing arrangements with midstream processors. The Company does not believe that significant judgments are required with respect to the determination of the transaction price, including amounts that represent variable consideration, as volume and price carry a low level of estimation uncertainty given the precision of volumetric measurements and the use of index pricing with generally predictable differentials. Accordingly, the Company does not consider estimates of variable consideration to be constrained. The Company’s performance obligations arise upon the production of hydrocarbons from wells in which the Company has an ownership interest. The performance obligations are considered satisfied upon control transferring to a purchaser at the wellhead, inlet, or tailgate of the midstream processor’s processing facility, or other contractually specified delivery point. The time period between production and satisfaction of performance obligations is generally less than one day, therefore there are no material unsatisfied or partially unsatisfied performance obligations at the end of the reporting period. Revenue is recorded in the month when performance obligations are satisfied. However, settlement statements from the purchasers of hydrocarbons and the related cash consideration are received 30 to 90 days after production has occurred. As a result, the Company must estimate the amount of production delivered to the customer and the consideration that will ultimately be received for sale of the product. Estimated revenue due to the Company is recorded within the accounts receivable line item on the accompanying unaudited condensed consolidated balance sheets (“accompanying balance sheets”) until payment is received. The accounts receivable balances from contracts with customers within the accompanying balance sheets as of June 30, 2021, and 10 December 31, 2020, were $ 173.3 million and $ 108.9 million, respectively. To estimate accounts receivable from contracts with customers, the Company uses knowledge of its properties, historical performance, contractual arrangements, index pricing, quality and transportation differentials, and other factors as the basis for these estimates. Differences between estimates and actual amounts received for product sales are recorded in the month that payment is received from the purchaser. Note 3 - Equity On June 17, 2020, the Company issued warrants to purchase up to an aggregate of approximately 5.9 million shares, or approximately five percent of its then outstanding common stock, at an exercise price of $ 0.01 per share (“Warrants”). Upon issuance, the $ 21.5 million fair value of the Warrants was recorded in additional paid-in capital on the accompanying balance sheets, and was determined using a stochastic Monte Carlo simulation using geometric Brownian motion (“GBM Model”). The Company evaluated the Warrants under authoritative accounting guidance and determined that they should be classified as equity instruments, with no recurring fair value measurement required. There have been no changes to the initial carrying amount of the Warrants since issuance. The Warrant Agreement, dated June 17, 2020 (“Warrant Agreement”), provides that the Warrants are exercisable any time from and after the Triggering Date, as subsequently defined, until June 30, 2023. The Triggering Date is defined by the Warrant Agreement as the first trading day following five consecutive trading days on which the product of the number of shares of common stock issued and outstanding on four of the five trading days multiplied by the closing price per share of common stock for each such trading day exceeds $ 1.0 billion (“Triggering Date”). The Warrants are indexed to the Company’s common stock and are required to be settled through physical settlement or net share settlement, if exercised. The Triggering Date occurred on January 15, 2021 , and the Warrants became and will remain exercisable at the election of the holders until their expiration on June 30, 2023. During the second quarter of 2021, the Company issued 5,918,089 shares of common stock as a result of the cashless exercise of 5,922,260 Warrants at a weighted-average share price of $ 15.45 per share, as determined under the terms of the Warrant Agreement. At the request of stockholders and pursuant to the Company’s obligations under the Warrant Agreement, a registration statement covering the resale of a majority of these shares was filed with the U.S. Securities and Exchange Commission on June 11, 2021. Note 4 - Income Taxes The provision for income taxes for the three and six months ended June 30, 2021, and 2020, consisted of the following: For the Three Months Ended June 30, For the Six Months Ended June 30, 2021 2020 2021 2020 (in thousands) Current portion of income tax (expense) benefit: Federal $ — $ — $ — $ — State — ( 236 ) ( 158 ) ( 575 ) Deferred portion of income tax benefit 162 36,921 214 136,268 Income tax benefit $ 162 $ 36,685 $ 56 $ 135,693 Effective tax rate 0.1 % 29.1 % — % 21.3 % Recorded income tax expense or benefit differs from the amount that would be provided by applying the statutory United States federal income tax rate to income or loss before income taxes. These differences primarily relate to the effect of state income taxes, excess tax benefits and deficiencies from stock-based compensation awards, tax limitations on the compensation of covered individuals, changes in valuation allowances, the cumulative impact of other smaller permanent differences, and can also reflect the cumulative effect of an enacted tax rate change, in the period of enactment, on the Company’s net deferred tax asset and liability balance. The quarterly rate and the resulting income tax benefit can also be affected by the proportional impacts of forecasted net income or loss and the correlative effect on the valuation allowance for each period presented, as reflected in the table above. For all years before 2017, the Company is generally no longer subject to United States federal or state income tax examinations by tax authorities. 11 Note 5 - Long-Term Debt The following table summarizes the Company’s total outstanding balance on its revolving credit facility, Senior Secured Notes net of unamortized discount and deferred financing costs, and Senior Unsecured Notes net of unamortized deferred financing costs, as of June 30, 2021, and December 31, 2020: As of June 30, 2021 As of December 31, 2020 (in thousands) Revolving credit facility $ 52,500 $ 93,000 Senior Secured Notes (1) 467,807 460,656 Senior Unsecured Notes (1) 1,671,818 1,660,663 Total $ 2,192,125 $ 2,214,319 ____________________________________________ (1) Senior Secured Notes and Senior Unsecured Notes are defined below. Credit Agreement The Company’s Credit Agreement, which is scheduled to mature on September 28, 2023, provides for a senior secured revolving credit facility with a maximum loan amount of $ 2.5 billion. As of June 30, 2021, the borrowing base and aggregate lender commitments under the Credit Agreement were $ 1.1 billion. The next scheduled borrowing base redetermination date is October 1, 2021. On June 8, 2021, the Company entered into a sixth amendment (“Sixth Amendment”) to the Credit Agreement to amend certain definitions and covenants relating to the Company's ability to issue permitted refinancing debt and repurchase or redeem outstanding indebtedness to facilitate the Tender Offer and the 2022 Senior Notes Redemption, each as defined below. Interest and commitment fees associated with the revolving credit facility are accrued based on a borrowing base utilization grid set forth in the Credit Agreement as presented in Note 5 - Long-Term Debt in the 2020 Form 10-K . At the Company’s election, borrowings under the Credit Agreement may be in the form of Eurodollar, Alternate Base Rate (“ABR”), or Swingline loans. Eurodollar loans accrue interest at LIBOR, plus the applicable margin from the utilization grid, and ABR and Swingline loans accrue interest at a market-based floating rate, plus the applicable margin from the utilization grid. Commitment fees are accrued on the unused portion of the aggregate lender commitment amount at rates from the utilization grid and are included in the interest expense line item on the accompanying statements of operations. The Credit Agreement specifies that if LIBOR is no longer a widely used benchmark rate, or if it is no longer used for determining interest rates for loans in the United States, a replacement interest rate that fairly reflects the cost to the lenders of funding loans shall be established by the Administrative Agent, as defined in the Credit Agreement, in consultation with the Company. Please refer to Note 1 - Summary of Significant Accounting Policies for discussion of FASB ASU 2020-04 and ASU 2021-01, which provides guidance related to reference rate reform . The following table presents the outstanding balance, total amount of letters of credit outstanding, and available borrowing capacity under the Credit Agreement as of July 21, 2021, June 30, 2021, and December 31, 2020: As of July 21, 2021 As of June 30, 2021 As of December 31, 2020 (in thousands) Revolving credit facility (1) $ 99,000 $ 52,500 $ 93,000 Letters of credit (2) — — 42,000 Available borrowing capacity 1,001,000 1,047,500 965,000 Total aggregate lender commitment amount $ 1,100,000 $ 1,100,000 $ 1,100,000 ____________________________________________ (1) Unamortized deferred financing costs attributable to the revolving credit facility are presented as a component of the other noncurrent assets line item on the accompanying balance sheets and totaled $ 3.5 million and $ 4.3 million as of June 30, 2021, and December 31, 2020, respectively. These costs are being amortized over the term of the revolving credit facility on a straight-line basis. (2) Letters of credit outstanding reduce the amount available under the revolving credit facility on a dollar-for-dollar basis. Senior Notes Q2 2021 Senior Notes Transactions. On June 23, 2021, the Company issued $ 400.0 million in aggregate principal amount of its 6.5 % Senior Notes at par with a maturity date of July 15, 2028 (“2028 Senior Notes”). The Company received net proceeds of 12 $ 392.8 million after deducting paid and accrued fees of $ 7.2 million, which are being amortized as deferred financing costs over the life of the 2028 Senior Notes. The net proceeds were used to repurchase $ 193.1 million and $ 172.3 million of outstanding principal amount of the Company’s 2022 Senior Notes and 2024 Senior Notes, respectively, through a cash tender offer (“Tender Offer”), and to redeem the remaining $ 19.3 million of 2022 Senior Notes not repurchased as part of the Tender Offer (“2022 Senior Notes Redemption”). The Company paid total consideration, excluding accrued interest, of $ 385.3 million, and recorded a net loss on extinguishment of debt of $ 2.1 million for the three months ended June 30, 2021, which included $ 1.5 million of accelerated unamortized deferred financing costs and $ 600,000 of net premiums. The Company canceled all repurchased and redeemed 2022 Senior Notes and 2024 Senior Notes upon settlement. Q2 2020 Senior Notes Transactions. During the second quarter of 2020, the Company initiated an offer to exchange certain of its outstanding Senior Unsecured Notes, as defined and presented in the Senior Unsecured Notes section below, other than its 1.50 % Senior Convertible Notes due 2021 (“2021 Senior Convertible Notes,” and together with the Senior Unsecured Notes, “Old Notes”), and entered into a private exchange of certain of its outstanding 2021 Senior Convertible Notes and portions of its outstanding Senior Unsecured Notes (“Private Exchange”), in each case, for newly issued 10.0 % Senior Secured Second Lien Notes due January 15, 2025 (“2025 Senior Secured Notes”), referred to together as “Exchange Offers.” On June 17, 2020, the Company exchanged $ 611.9 million in aggregate principal amount of Senior Unsecured Notes and $ 107.0 million in aggregate principal amount of 2021 Senior Convertible Notes for $ 446.7 million in aggregate principal amount of 2025 Senior Secured Notes. Further, in connection with the Private Exchange, the Company tendered $ 53.5 million in cash to certain holders of the 2021 Senior Convertible Notes and issued the Warrants. Please refer to Note 3 - Equity for more information regarding the Warrants issued by the Company. Upon the closing of the Exchange Offers, the Company recorded a net gain on extinguishment of debt of $ 227.3 million which included the recognition of $ 6.1 million and $ 5.6 million of previously unamortized debt discount and deferred financing costs, respectively. The Company canceled all retired Senior Unsecured Notes and 2021 Senior Convertible Notes upon closing of the Exchange Offers. Pursuant to the indenture governing its 2021 Senior Convertible Notes, the Company’s remaining outstanding 2021 Senior Convertible Notes became secured and are subsequently referred to as the “2021 Senior Secured Convertible Notes,” and together with the 2025 Senior Secured Notes, the “Senior Secured Notes.” Please refer to Note 5 - Long-Term Debt in the 2020 Form 10-K for additional information regarding the debt transactions that occurred during the second quarter of 2020. Q1 2020 Senior Notes Transactions. During the first quarter of 2020, the Company repurchased a total of $ 40.7 million in aggregate principal amount of its 2022 Senior Notes in open market transactions for a total settlement amount, excluding accrued interest, of $ 28.3 million. In connection with the repurchases, the Company recorded a net gain on extinguishment of debt of $ 12.2 million for the three months ended March 31, 2020. This amount included discounts realized upon repurchase of $ 12.4 million partially offset by $ 235,000 of accelerated unamortized deferred financing costs. The Company canceled all repurchased 2022 Senior Notes upon settlement. Senior Secured Notes . Senior Secured Notes, net of unamortized discount and deferred financing costs, included within the Senior Notes, net line item on the accompanying balance sheets as of June 30, 2021, and December 31, 2020, consisted of the following: As of June 30, 2021 Principal Amount Unamortized Debt Discount Unamortized Deferred Financing Costs Net (in thousands) 1.50 % Senior Secured Convertible Notes due 2021 $ 65,485 $ — $ — $ 65,485 10.0 % Senior Secured Notes due 2025 446,675 34,208 10,145 402,322 Total $ 512,160 $ 34,208 $ 10,145 $ 467,807 As of December 31, 2020 Principal Amount Unamortized Debt Discount Unamortized Deferred Financing Costs Net (in thousands) 1.50 % Senior Secured Convertible Notes due 2021 $ 65,485 $ 1,828 $ 175 $ 63,482 10.0 % Senior Secured Notes due 2025 446,675 37,943 11,558 397,174 Total $ 512,160 $ 39,771 $ 11,733 $ 460,656 The Senior Secured Notes are senior obligations of the Company, secured on a second-priority basis, ranking junior to the Company’s obligations under the Credit Agreement and equal in priority to one another. The Senior Secured Notes rank senior in right of payment with all of the Company’s existing and any future unsecured senior or subordinated debt. 13 The 2021 Senior Secured Convertible Notes matured on July 1, 2021, and on that day, the Company used borrowings under its revolving credit facility to retire at par the outstanding principal amount of $ 65.5 million. Interest expense recognized on the 2021 Senior Secured Convertible Notes related to the stated interest rate and amortization of the debt discount totaled $ 1.1 million and $ 2.6 million for the three months ended June 30, 2021, and 2020, respectively, and totaled $ 2.3 million and $ 5.4 million for the six months ended June 30, 2021, and 2020, respectively. The Company may redeem some or all of its 2025 Senior Secured Notes prior to their maturity at redemption prices based on a premium, plus accrued and unpaid interest, as described in the indenture governing the 2025 Senior Secured Notes. Senior Unsecured Notes . Senior Unsecured Notes, net of unamortized deferred financing costs, included within the Senior Notes, net line item on the accompanying balance sheets as of June 30, 2021, and December 31, 2020, consisted of the following: As of June 30, 2021 As of December 31, 2020 Principal Amount Unamortized Deferred Financing Costs Principal Amount, Net Principal Amount Unamortized Deferred Financing Costs Principal Amount, Net (in thousands) 6.125 % Senior Notes due 2022 $ — $ — $ — $ 212,403 $ 855 $ 211,548 5.0 % Senior Notes due 2024 104,769 499 104,270 277,034 1,576 275,458 5.625 % Senior Notes due 2025 349,118 2,476 346,642 349,118 2,792 346,326 6.75 % Senior Notes due 2026 419,235 3,620 415,615 419,235 3,970 415,265 6.625 % Senior Notes due 2027 416,791 4,337 412,454 416,791 4,725 412,066 6.5 % Senior Notes due 2028 400,000 7,163 392,837 — — — Total $ 1,689,913 $ 18,095 $ 1,671,818 $ 1,674,581 $ 13,918 $ 1,660,663 The senior unsecured notes listed above (collectively referred to as “Senior Unsecured Notes,” and together with the Senior Secured Notes, “Senior Notes”) are unsecured senior obligations and rank equal in right of payment with all of the Company’s existing and any future unsecured senior debt and are senior in right of payment to any future subordinated debt. The Company may redeem some or all of its Senior Unsecured Notes prior to their maturity at redemption prices based on a premium, plus accrued and unpaid interest as described in the indentures governing the Senior Unsecured Notes. Please refer to Note 5 - Long-Term Debt in the 2020 Form 10-K for additional detail on the Company’s Senior Notes. Covenants The Company is subject to certain financial and non-financial covenants under the Credit Agreement and the indentures governing the Senior Notes that, among other terms, limit the Company’s ability to incur additional indebtedness, make restricted payments including dividends, sell assets, create liens that secure debt, enter into transactions with affiliates, merge or consolidate with another company, and with respect to the Company’s restricted subsidiaries, permit the consensual restriction on the ability of such restricted subsidiaries to pay dividends or indebtedness owing to the Company or to any other restricted subsidiaries. The Company was in compliance with all covenants under the Credit Agreement and the indentures governing the Senior Notes as of June 30, 2021, and through the filing of this report. Please refer to Note 5 - Long-Term Debt in the 2020 Form 10-K for additional detail on the Company’s covenants under the Credit Agreement and indentures governing the Senior Notes. Capitalized Interest Capitalized interest costs for the three months ended June 30, 2021, and 2020, totaled $ 4.7 million and $ 4.1 million, respectively, and totaled $ 9.0 million and $ 6.8 million for the six months ended June 30, 2021, and 2020, respectively. The amount of interest the Company capitalizes generally fluctuates based on the amount borrowed, the Company’s capital program, and the timing and amount of costs associated with capital projects that are considered in progress. Capitalized interest costs are included in total costs incurred. 14 Note 6 - Commitments and Contingencies Commitments Other than those items discussed below, there have been no changes in commitments through the filing of this report that differ materially from those disclosed in the 2020 Form 10-K . Please refer to Note 6 - Commitments and Contingencies in the 2020 Form 10-K for additional discussion of the Company’s commitments. Drilling Rig Service Contracts . During the first half of 2021, the Company amended certain of its drilling rig contracts resulting in the extension of contract terms. As of June 30, 2021, the Company’s drilling rig commitments totaled $ 16.1 million under contract terms extending through the second quarter of 2022. If all of these contracts were terminated as of June 30, 2021, the Company would avoid a portion of the contractual service commitments; however, the Company would be required to pay $ 9.7 million in early termination fees. No material expenses related to early termination or standby fees were incurred by the Company during the six months ended June 30, 2021, and the Company does not expect to incur material penalties with regard to its drilling rig contracts during the remainder of 2021. Drilling and Completion Commitments . During the first half of 2021, the Company amended an agreement that includes minimum drilling and completion footage requirements on certain existing leases. If these minimum requirements are not satisfied by March 31, 2022, the Company will be required to pay liquidated damages based on the difference between the actual footage drilled and completed and the minimum requirements. As of June 30, 2021, the liquidated damages could range from zero to a maximum of $ 45.1 million, with the maximum exposure assuming no additional development activity occurred prior to March 31, 2022. As of the filing of this report, the Company expects to meet its obligations under this agreement. Other Contracts. During the second quarter of 2021, the Company entered into an operating lease agreement with a total estimated obligation of $ 26.1 million and an initial term extending through the second quarter of 2033. As of the filing of this report, the Company expects to meet this commitment. Contingencies The Company is subject to litigation and claims arising in the ordinary course of business. The Company accrues for such items when a liability is both probable and the amount can be reasonably estimated. In the opinion of management, the anticipated results of any pending litigation and claims are not expected to have a material effect on the results of operations, the financial position, or the cash flows of the Company. Note 7 - Compensation Plans As of June 30, 2021, 3.8 million shares of common stock were available for grant under the Company’s Equity Incentive Compensation Plan (“Equity Plan”). The Company may also grant other types of long-term incentive-based awards, such as cash awards and performance-based cash awards to eligible employees under its compensation plan. Performance Share Units The Company has granted performance share units (“PSUs”) to eligible employees as part of its Equity Plan. The number of shares of the Company’s common stock issued to settle PSUs ranges from zero to two times the number of PSUs awarded and is determined based on certain criteria over a three -year performance period. PSUs generally vest on the third anniversary of the date of the grant or upon other triggering events as set forth in the Equity Plan. For PSUs granted in 2018 and 2019, the settlement criteria include a combination of the Company’s Total Shareholder Return (“TSR”) relative to the TSR of certain peer companies and the Company’s cash return on total capital invested (“CRTCI”) relative to the CRTCI of certain peer companies over the associated three-year performance period. In addition to these performance criteria, the award agreements for these grants also stipulate that if the Company’s absolute TSR is negative over the three-year performance period, the maximum number of shares of common stock that can be issued to settle outstanding PSUs is capped at one times the number of PSUs granted on the award date, regardless of the Company’s TSR and CRTCI performance relative to its peer group. The fair values of the PSUs granted in 2018 and 2019 were measured on the applicable grant dates using the GBM Model, with the assumption that the associated CRTCI performance condition will be met at the target amount at the end of the respective performance periods. Compensation expense for PSUs is recognized within general and administrative expense and exploration expense over the vesting periods of the respective awards. As these awards depend on a combination of performance-based settlement criteria and market-based settlement criteria, compensation expense may be adjusted in future periods as the number of units expected to vest increases or decreases based on the Company’s expected CRTCI performance relative to the applicable peer companies. The Company records compensation expense associated with the issuance of PSUs based on the fair value of the awards as of the date of grant. Total compensation expense recorded for PSUs was $ 1.3 million and $ 2.8 million for the three months ended June 30, 2021, and 2020, respectively, and $ 4.5 million and $ 5.4 million for the six months ended June 30, 2021, and 2020, 15 respectively. As of June 30, 2021, there was $ 3.0 million of total unrecognized compensation expense related to non-vested PSU awards, which is being amortized through 2022. There were no material changes to the outstanding and non-vested PSUs during the six months ended June 30, 2021. Employee Restricted Stock Units The Company grants restricted stock units (“RSUs”) to eligible persons as part of its Equity Plan. Each RSU represents a right to receive one share of the Company’s common stock upon settlement of the award at the end of the specified vesting period. RSUs generally vest one-third of the total grant on each anniversary date of the grant over the applicable vesting period or upon other triggering events as set forth in the Equity Plan. The Company records compensation expense associated with the issuance of RSUs based on the fair value of the awards as of the date of grant. The fair value of an RSU is equal to the closing price of the Company’s common stock on the date of the grant. Compensation expense for RSUs is recognized within general and administrative expense and exploration expense over the vesting periods of the respective awards. Total compensation expense recorded for employee RSUs was $ 2.1 million and $ 2.7 million for the three months ended June 30, 2021, and 2020, respectively, and $ 4.3 million and $ 5.3 million for the six months ended June 30, 2021, and 2020, respectively. As of June 30, 2021, there was $ 10.1 million of total unrecognized compensation expense related to non-vested RSU awards, which is being amortized through 2023. There were no material changes to the outstanding and non-vested RSUs during the six months ended June 30, 2021. Subsequent to June 30, 2021, the Company settled 349,328 RSUs upon the vesting of awards granted in previous years. The Company and all grant participants mutually agreed to net share settle a portion of the awards to cover income and payroll tax withholdings, as provided for in the Equity Plan and applicable award agreements. As a result, the Company issued 250,009 net shares of common stock upon settlement of the awards. The remaining 99,319 shares were withheld to satisfy income and payroll tax withholding obligations that occurred upon delivery of the shares underlying those RSUs. Director Shares During the second quarters of 2021, and 2020, the Company issued 57,795 and 267,576 shares, respectively, of its common stock to its non-employee directors under the Equity Plan. Shares issued during the second quarter of 2021 will fully vest on December 31, 2021. Shares issued during the second quarter of 2020 fully vested on December 31, 2020. Employee Stock Purchase Plan Under the Company’s Employee Stock Purchase Plan (“ESPP”), eligible employees may purchase shares of the Company’s common stock through payroll deductions of up to 15 percent of eligible compensation, ensuring that the accrual is no more than 2,500 shares per offering period and not in excess of $ 25,000 in value related to purchases for each calendar year. The purchase price of the stock is 85 percent of the lower of the fair market value of the stock on either the first or last day of the purchase period. The ESPP is intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code. There were 252,665 and 297,013 shares issued under the ESPP during the second quarters of 2021, and 2020, respectively. Total proceeds to the Company for the issuance of these shares was $ 1.3 million and $ 947,000 for the six months ended June 30, 2021, and 2020, respectively. The fair value of ESPP grants is measured at the date of grant using the Black-Scholes option-pricing model. Please refer to Note 7 - Compensation Plans in the 2020 Form 10-K for additional detail on the Company’s Equity Plan. Note 8 - Fair Value Measurements The Company follows fair value measurement accounting guidance for all assets and liabilities measured at fair value. This guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. Market or observable inputs are the preferred sources of values, followed by assumptions based on hypothetical transactions in the absence of market inputs. The fair value hierarchy for grouping these assets and liabilities is based on the significance level of the following inputs: • Level 1 – quoted prices in active markets for identical assets or liabilities • Level 2 – quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations whose inputs are observable or whose significant value drivers are observable • Level 3 – significant inputs to the valuation model are unobservable. 16 The following table is a listing of the Company’s assets and liabilities that are measured at fair value in the accompanying balance sheets and where they are classified within the fair value hierarchy as of June 30, 2021: Level 1 Level 2 Level 3 (in thousands) Assets: Derivatives (1) $ — $ 44,837 $ — Liabilities: Derivatives (1) $ — $ 661,335 $ — __________________________________________ (1) This represents a financial asset or liability that is measured at fair value on a recurring basis. The following table is a listing of the Company’s assets and liabilities that are measured at fair value in the accompanying balance sheets and where they are classified within the fair value hierarchy as of December 31, 2020: Level 1 Level 2 Level 3 (in thousands) Assets: Derivatives (1) $ — $ 54,353 $ — Liabilities: Derivatives (1) $ — $ 222,520 $ — ____________________________________________ (1) This represents a financial asset or liability that is measured at fair value on a recurring basis. Both financial and non-financial assets and liabilities are categorized within the above fair value hierarchy based on the lowest level of input that is significant to the fair value measurement. The following is a description of the valuation methodologies used by the Company as well as the general classification of such instruments pursuant to the above fair value hierarchy. Derivatives The Company uses Level 2 inputs to measure the fair value of oil, gas, and NGL commodity derivatives. Fair values are based upon interpolated data. The Company derives internal valuation estimates taking into consideration forward commodity price curves, counterparties’ credit ratings, the Company’s credit rating, and the time value of money. These valuations are then compared to the respective counterparties’ mark-to-market statements. The considered factors result in an estimated exit price that management believes provides a reasonable and consistent methodology for valuing derivative instruments. The commodity derivative instruments utilized by the Company are not considered by management to be complex, structured, or illiquid. The oil, gas, and NGL commodity derivative markets are highly active. Please refer to Note 10 - Derivative Financial Instruments in this report, and to Note 10 - Derivative Financial Instruments and Note 11 - Fair Value Measurements in the 2020 Form 10-K for more information regarding the Company’s derivative instruments. Oil and Gas Properties and Other Property and Equipment The Company had no material assets included in total property and equipment, net, measured at fair value as of June 30, 2021, or December 31, 2020. 17 The following table presents impairment of proved properties expense and abandonment and impairment of unproved properties expense recorded for the periods presented: For the Three Months Ended June 30, For the Six Months Ended June 30, 2021 2020 2021 2020 (in millions) Impairment of proved oil and gas properties and related support equipment $ — $ — $ — $ 956.7 Abandonment and impairment of unproved properties (1) 8.8 8.8 17.5 41.9 Impairment (2) $ 8.8 $ 8.8 $ 17.5 $ 998.5 ____________________________________________ (1) These impairments related to actual and anticipated lease expirations, as well as actual and anticipated losses on acreage due to title defects, changes in development plans, and other inherent acreage risks. The balances in the unproved oil and gas properties line item on the accompanying balance sheets as of June 30, 2021, and December 31, 2020, are recorded at carrying value. (2) Amounts may not calculate due to rounding. For the six months ended June 30, 2020, the Company recorded impairment expense of $ 956.7 million related to its South Texas proved oil and gas properties and related support facilities as a result of the decrease in commodity price forecasts at the end of the first quarter of 2020, specifically decreases in oil and NGL prices. The Company used a discount rate of 11 percent in its calculation of the present value of expected future net cash flows based on the prevailing market-based weighted average cost of capital as of March 31, 2020. Please refer to Note 1 - Summary of Significant Accounting Policies and Note 11 - Fair Value Measurements in the 2020 Form 10-K for more information regarding the Company’s approach in determining the fair value of its properties. Long-Term Debt The following table reflects the fair value of the Company’s Senior Notes obligations measured using Level 1 inputs based on quoted secondary market trading prices. These notes were not presented at fair value on the accompanying balance sheets as of June 30, 2021, or December 31, 2020, as they were recorded at carrying value, net of any unamortized discounts and deferred financing costs. Please refer to Note 5 - Long-Term Debt for additional discussion. As of June 30, 2021 As of December 31, 2020 Principal Amount Fair Value Principal Amount Fair Value (in thousands) 1.50 % Senior Secured Convertible Notes due 2021 $ 65,485 $ 64,888 $ 65,485 $ 61,449 10.0 % Senior Secured Notes due 2025 $ 446,675 $ 505,511 $ 446,675 $ 482,887 6.125 % Senior Notes due 2022 $ — $ — $ 212,403 $ 205,379 5.0 % Senior Notes due 2024 $ 104,769 $ 104,662 $ 277,034 $ 240,072 5.625 % Senior Notes due 2025 $ 349,118 $ 349,118 $ 349,118 $ 289,401 6.75 % Senior Notes due 2026 $ 419,235 $ 427,079 $ 419,235 $ 342,385 6.625 % Senior Notes due 2027 $ 416,791 $ 429,061 $ 416,791 $ 331,220 6.5 % Senior Notes due 2028 $ 400,000 $ 412,000 $ — $ — The carrying value of the Company’s revolving credit facility approximates its fair value, as the applicable interest rates are floating, based on prevailing market rates. Note 9 - Earnings Per Share Basic net income or loss per common share is calculated by dividing net income or loss available to common stockholders by the basic weighted-average number of common shares outstanding for the respective period. Diluted net income or loss per common share is calculated by dividing net income or loss available to common stockholders by the diluted weighted-average number of common shares outstanding, which includes the effect of potentially dilutive securities. Potentially dilutive securities for this calculation consist primarily of non-vested RSUs, contingent PSUs, and the Warrants, which were measured using the treasury stock method. The Warrants became exercisable at the election of the holders on January 15, 2021 , and as a result, they were included as potentially dilutive securities on an adjusted weighted-average basis for the portion of the three and six months ended June 30, 2021, for which 18 they were outstanding. Please refer to Note 3 - Equity and Note 7 - Compensation Plans in this report, and Note 9 - Earnings Per Share in the 2020 Form 10-K for additional detail on these potentially dilutive securities. When the Company recognizes a net loss from continuing operations, all potentially dilutive shares are anti-dilutive and are consequently excluded from the calculation of diluted net loss per common share. The following table details the weighted-average number of anti-dilutive securities for the periods presented: For the Three Months Ended June 30, For the Six Months Ended June 30, 2021 2020 2021 2020 (in thousands) Anti-dilutive 5,178 701 6,744 877 The following table sets forth the calculations of basic and diluted net loss per common share: For the Three Months Ended June 30, For the Six Months Ended June 30, 2021 2020 2021 2020 (in thousands, except per share data) Net loss $ ( 222,995 ) $ ( 89,252 ) $ ( 474,264 ) $ ( 501,147 ) Basic weighted-average common shares outstanding 118,357 113,008 116,568 113,015 Dilutive effect of non-vested RSUs and contingent PSUs — — — — Dilutive effect of warrants — — — — Diluted weighted-average common shares outstanding 118,357 113,008 116,568 113,015 Basic net loss per common share $ ( 1.88 ) $ ( 0.79 ) $ ( 4.07 ) $ ( 4.43 ) Diluted net loss per common share $ ( 1.88 ) $ ( 0.79 ) $ ( 4.07 ) $ ( 4.43 ) Note 10 - Derivative Financial Instruments Summary of Oil, Gas, and NGL Derivative Contracts in Place The Company regularly enters into commodity derivative contracts to mitigate a portion of its exposure to potentially adverse market changes in commodity prices and the associated impact on cash flows. As of June 30, 2021, all derivative counterparties were members of the Company’s Credit Agreement lender group and all contracts were entered into for other-than-trading purposes. The Company’s commodity derivative contracts consist of swap and collar arrangements for oil production and NGL production, and swap arrangements for gas production. In a typical commodity swap agreement, if the agreed upon published third-party index price (“index price”) is lower than the swap fixed price, the Company receives the difference between the index price and the agreed upon swap fixed price. If the index price is higher than the swap fixed price, the Company pays the difference. For collar arrangements, the Company receives the difference between an agreed upon index price and the floor price if the index price is below the floor price. The Company pays the difference between the agreed upon ceiling price and the index price if the index price is above the ceiling price. No amounts are paid or received if the index price is between the floor and ceiling prices. The Company has entered into fixed price oil basis swaps in order to mitigate exposure to adverse pricing differentials between certain industry benchmark prices and the actual physical pricing points where the Company’s production volumes are sold. Currently, the Company has basis swap contracts with fixed price differentials between NYMEX WTI and WTI Midland for a portion of its Midland Basin production with sales contracts that settle at WTI Midland prices, NYMEX WTI and Intercontinental Exchange Brent Crude (“ICE Brent”) for a portion of its Midland Basin oil production with sales contracts that settle at ICE Brent prices, and between NYMEX WTI and Argus WTI Houston Magellan East Houston Terminal (“MEH”) for a portion of its South Texas oil production with sales contracts that settle at Argus WTI Houston MEH prices. The Company has also entered into crude oil swap contracts to fix the differential in pricing between the NYMEX calendar month average and the physical crude oil delivery month (“Roll Differential”) in which the Company pays the periodic variable Roll Differential and receives a weighted-average fixed price differential. The weighted-average fixed price differential represents the amount of net addition (reduction) to delivery month prices for the notional volumes covered by the swap contracts. 19 As of June 30, 2021, the Company had commodity derivative contracts outstanding through the fourth quarter of 2023 as summarized in the tables below. Contract Period Q3 2021 Q4 2021 2022 2023 Oil Derivatives (volumes in MBbl and prices in $ per Bbl): Swaps NYMEX WTI Volumes 5,363 4,744 7,823 1,190 Weighted-Average Contract Price $ 41.16 $ 39.85 $ 44.69 $ 45.20 Collars NYMEX WTI Volumes — — 1,721 — Weighted-Average Floor Price $ — $ — $ 51.84 $ — Weighted-Average Ceiling Price $ — $ — $ 58.37 $ — Basis Swaps WTI Midland-NYMEX WTI Volumes 3,756 3,824 9,500 — Weighted-Average Contract Price (1) $ 0.75 $ 0.71 $ 1.15 $ — NYMEX WTI-ICE Brent Volumes 920 920 3,650 — Weighted-Average Contract Price (2) $ ( 7.86 ) $ ( 7.86 ) $ ( 7.78 ) $ — WTI Houston MEH-NYMEX WTI Volumes 356 466 1,329 — Weighted-Average Contract Price (3) $ 0.60 $ 0.60 $ 1.25 $ — Roll Differential Swaps NYMEX WTI Volumes 4,326 3,831 11,278 1,832 Weighted-Average Contract Price $ ( 0.18 ) $ ( 0.16 ) $ 0.11 $ 0.39 Gas Derivatives (volumes in BBtu and prices in $ per MMBtu): Swaps (4) IF HSC Volumes 12,575 12,412 28,932 — Weighted-Average Contract Price $ 2.40 $ 2.41 $ 2.52 $ — WAHA Volumes 8,086 7,627 14,087 — Weighted-Average Contract Price $ 1.88 $ 1.82 $ 2.32 $ — IF Tenn TX Z0 — — 513 — Weighted-Average Contract Price $ — $ — $ 3.22 $ — NGL Derivatives (volumes in MBbl and prices in $ per Bbl): Swaps OPIS Propane Mont Belvieu Non-TET Volumes 854 824 461 — Weighted-Average Contract Price $ 22.16 $ 22.15 $ 27.19 $ — OPIS Normal Butane Mont Belvieu Non-TET Volumes 37 36 — — Weighted-Average Contract Price $ 30.87 $ 30.87 $ — $ — Collars OPIS Propane Mont Belvieu Non-TET Volumes — — 627 — Weighted-Average Floor Price $ — $ — $ 23.83 $ — Weighted-Average Ceiling Price $ — $ — $ 29.19 $ — ____________________________________________ (1) Represents the price differential between WTI Midland (Midland, Texas) and NYMEX WTI (Cushing, Oklahoma). (2) Represents the price differential between NYMEX WTI (Cushing, Oklahoma) and ICE Brent (North Sea). (3) Represents the price differential between Argus WTI Houston MEH (Houston, Texas) and NYMEX WTI (Cushing, Oklahoma). (4) The Company has natural gas swaps in place that settle against Inside FERC Houston Ship Channel (“IF HSC”), Inside FERC West Texas, and Platt’s Gas Daily West Texas (“IF WAHA” and “GD WAHA”, respectively, and together “WAHA”), and Inside FERC Tennessee Texas, Zone 0 (“IF Tenn TX Z0”). As of June 30, 2021, WAHA volumes were comprised of 70 percent IF WAHA and 30 percent GD WAHA. 20 Commodity Derivative Contracts Entered Into Subsequent to June 30, 2021 Subsequent to June 30, 2021, the Company entered into the following commodity derivative contracts: • fixed price NYMEX WTI oil swap contracts through the fourth quarter of 2021 for a total of 0.4 MMBbl of oil production at a weighted-average contract price of $ 70.09 per Bbl; and • a fixed price OPIS Propane Mont Belvieu Non-TET swap contract for the second quarter of 2022 for a total of 0.1 MMBbl of propane production at a contract price of $ 35.70 per Bbl. Derivative Assets and Liabilities Fair Value The Company’s commodity derivatives are measured at fair value and are included in the accompanying balance sheets as derivative assets and liabilities, with the exception of derivative instruments that meet the “normal purchase normal sale” exclusion. The Company does not designate its commodity derivative contracts as hedging instruments. The fair value of the commodity derivative contracts was a net liability of $ 616.5 million and $ 168.2 million as of June 30, 2021, and December 31, 2020, respectively. The following table details the fair value of commodity derivative contracts recorded in the accompanying balance sheets, by category: As of June 30, 2021 As of December 31, 2020 (in thousands) Derivative assets: Current assets $ 31,303 $ 31,203 Noncurrent assets 13,534 23,150 Total derivative assets $ 44,837 $ 54,353 Derivative liabilities: Current liabilities $ 545,062 $ 200,189 Noncurrent liabilities 116,273 22,331 Total derivative liabilities $ 661,335 $ 222,520 Offsetting of Derivative Assets and Liabilities As of June 30, 2021, and December 31, 2020, all derivative instruments held by the Company were subject to master netting arrangements with various financial institutions. In general, the terms of the Company’s agreements provide for offsetting of amounts payable or receivable between it and the counterparty, at the election of both parties, for transactions that settle on the same date and in the same currency. The Company’s agreements also provide that in the event of an early termination, the counterparties have the right to offset amounts owed or owing under that and any other agreement with the same counterparty. The Company’s accounting policy is to not offset these positions in its accompanying balance sheets. The following table provides a reconciliation between the gross assets and liabilities reflected on the accompanying balance sheets and the potential effects of master netting arrangements on the fair value of the Company’s commodity derivative contracts: Derivative Assets as of Derivative Liabilities as of June 30, 2021 December 31, 2020 June 30, 2021 December 31, 2020 (in thousands) Gross amounts presented in the accompanying balance sheets $ 44,837 $ 54,353 $ ( 661,335 ) $ ( 222,520 ) Amounts not offset in the accompanying balance sheets ( 44,370 ) ( 53,598 ) 44,370 53,598 Net amounts $ 467 $ 755 $ ( 616,965 ) $ ( 168,922 ) 21 The following table summarizes the commodity components of the derivative settlement (gain) loss, as well as the components of the net derivative (gain) loss line item presented in the accompanying statements of operations: For the Three Months Ended June 30, For the Six Months Ended June 30, 2021 2020 2021 2020 (in thousands) Derivative settlement (gain) loss: Oil contracts $ 134,298 $ ( 138,606 ) $ 190,627 $ ( 192,188 ) Gas contracts 12,232 ( 1,054 ) 52,680 ( 15,679 ) NGL contracts 12,292 ( 2,868 ) 23,400 ( 8,098 ) Total net derivative settlement (gain) loss $ 158,822 $ ( 142,528 ) $ 266,707 $ ( 215,965 ) Net derivative (gain) loss: Oil contracts $ 277,215 $ 151,250 $ 543,030 $ ( 391,290 ) Gas contracts 61,364 8,261 110,286 14,989 NGL contracts 31,769 7,689 61,721 ( 1,839 ) Total net derivative (gain) loss $ 370,348 $ 167,200 $ 715,037 $ ( 378,140 ) Credit Related Contingent Features As of June 30, 2021, and through the filing of this report, all of the Company’s derivative counterparties were members of the Company’s Credit Agreement lender group. Under the Credit Agreement, the Company is required to provide mortgage liens on assets having a value equal to at least 85 percent of the total PV-9, as defined in the Credit Agreement, of the Company’s proved oil and gas properties evaluated in the most recent reserve report. Collateral securing indebtedness under the Credit Agreement also secures the Company’s derivative agreement obligations. 22