Note 1—Organization and basis of presentation
Organization
Vital Energy, Inc. ("Vital" or the "Company"), together with its wholly-owned subsidiaries, is an independent energy company focused on the acquisition, exploration and development of oil and natural gas properties in the Permian Basin of West Texas. The Company has identified one operating segment: exploration and production. In these notes, the "Company" refers to Vital and its subsidiaries collectively, unless the context indicates otherwise. All amounts, dollars and percentages presented in these unaudited consolidated financial statements and the related notes are rounded and, therefore, approximate.
Basis of presentation
The unaudited consolidated financial statements were derived from the historical accounting records of the Company and reflect the historical financial position, results of operations and cash flows for the periods described herein. The unaudited consolidated financial statements have been prepared in accordance with GAAP. All material intercompany transactions and account balances have been eliminated in the consolidation of accounts.
The unaudited consolidated financial statements have not been audited by the Company's independent registered public accounting firm, except that the consolidated balance sheet as of December 31, 2022 is derived from the Company's audited consolidated financial statements. In the opinion of management, the unaudited consolidated financial statements reflect all necessary adjustments to present fairly the Company's interim financial position, results of operations and cash flows. All adjustments are of a recurring nature unless otherwise disclosed herein.
Certain disclosures have been condensed or omitted from the unaudited consolidated financial statements. Accordingly, the unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the 2022 Annual Report.
Significant accounting policies
There have been no material changes in the Company's significant accounting policies during the nine months ended September 30, 2023. See Note 2 in the 2022 Annual Report for discussion of significant accounting policies.
Use of estimates
The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although management believes these estimates are reasonable, actual results could differ.
See Note 2 in the 2022 Annual Report for further information regarding the use of estimates and assumptions.
Note 2—New accounting standards
The Company considered the applicability and impact of all accounting standard updates ("ASU") issued by the Financial Accounting Standards Board to the Accounting Standards Codification and has determined there are no ASUs that are not yet adopted and meaningful to disclose as of September 30, 2023. Additionally, the Company did not adopt any new ASUs during the nine months ended September 30, 2023.
Condensed notes to the consolidated financial statements
(Unaudited)
Note 3—Acquisitions and divestitures
2023 Acquisitions
Henry Acquisition
On September 13, 2023, the Company entered into a purchase and sale agreement (the “Henry PSA”) with Henry Resources, LLC, Henry Energy LP and Moriah Henry Partners LLC (collectively, “Henry”), pursuant to which the Company agreed to purchase (the “Henry Acquisition”) Henry’s oil and gas properties in the Midland and Delaware Basin, including approximately 15,900 net acres located in Midland, Reeves and Upton Counties, equity interests in certain subsidiaries and related assets and contracts, for consideration comprising (i) approximately 3.72 million shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), and (ii) approximately 4.98 million shares of the Company’s 2.0% Cumulative Mandatorily Convertible Series A Preferred Stock, par value $0.01 per share ("Preferred Stock"), each subject to purchase price adjustments and customary closing adjustments. Upon entering into the Henry PSA, the Company issued Preferred Stock as a deposit to be held in escrow until the closing of the Henry Acquisition, which shares may remain in escrow post-closing to satisfy potential title defect claims under the Henry PSA. See Note 5 for additional information. The Company expects the Henry Acquisition to close in the fourth quarter of 2023, subject to customary closing conditions.
Upon execution of the Henry PSA, the "tag-along" sales rights of certain parties unrelated to Henry (the "Third Parties") to sell their non-operated working interest in the oil and natural gas properties were triggered and Henry gave notice to such Third Parties (the "Potential Acquisitions"). The elections of such "tag-along" sales rights by the Third Parties are ongoing and therefore the terms of the Potential Acquisitions are still subject to negotiation and due diligence is still in process. The amount and mix of consideration to be received by the Third Parties (which may consist of cash, Common Stock and/or Preferred Stock) has not been determined yet. The number of shares of Common Stock to be issued to Henry may decrease to approximately 2.1 million shares, and the number of share of Preferred Stock to be issued to Henry may increase to approximately 6.6 million shares to reserve shares of Common Stock for the Potential Acquisitions. There can be no assurance that the Company will enter into purchase and sale agreements with any of the Third Parties. The Henry Acquisition and the Potential Acquisitions are not contingent on each other, and the Henry Acquisition is expected to be consummated regardless of whether or not the Company enters into purchase and sale agreements with any of the Third Parties.
The Company expects to account for the Henry Acquisition as a business combination and, accordingly, will estimate the fair values of assets acquired and liabilities assumed, while transaction costs associated with the acquisition will be expensed.
Maple Acquisition
On September 13, 2023, the Company entered into a purchase and sale agreement (the “Maple PSA”) with Maple Energy Holdings, LLC (“Maple”), pursuant to which the Company agreed to purchase (the “Maple Acquisition”) Maple’s oil and gas properties in the Delaware Basin, including approximately 15,500 net acres located in Reeves County and related assets and contracts, for consideration comprising approximately 3.58 million shares of Common Stock, subject to purchase price adjustments and customary closing adjustments. Upon entering into the Maple PSA, the Company issued Common Stock as a deposit to be held in escrow until closing of the Maple Acquisition, which shares will remain in escrow post-closing to satisfy potential indemnification claims arising under the Maple PSA during the 12-month period following the closing of the Maple Acquisition. See Note 5 for additional information. See Note 15 for discussion of the October 31, 2023 closing of the Maple Acquisition. The Company's analysis of the accounting treatment determination for the Maple Acquisition is ongoing and not yet complete.
Tall City Acquisition
On September 13, 2023, the Company entered into a purchase and sale agreement (the “Tall City PSA”) with Tall City Property Holdings III LLC and Tall City Operations III LLC (collectively, “Tall City”), pursuant to which the Company agreed to purchase (the “Tall City Acquisition” and, together with the Henry Acquisition and Maple Acquisition, the “Acquisitions”) Tall City’s oil and gas properties in the Delaware Basin, including approximately 21,450 net acres located in Reeves County and related assets and contracts, for consideration comprising (i) $300.0 million payable to Tall City in cash and (ii) approximately 2.27 million shares of Common Stock, each subject to purchase price adjustments and customary closing adjustments. Upon entering into the Tall City PSA, the Company issued Common Stock as a deposit to be held in escrow until closing of the Tall City Acquisition, which shares will remain in escrow to satisfy potential indemnification claims under the Tall City PSA. See
Condensed notes to the consolidated financial statements
(Unaudited)
Note 5 for additional information. The Company expects the Tall City Acquisition to close in the fourth quarter of 2023, subject to customary closing conditions. The Company's analysis of the accounting treatment determination for the Tall City Acquisition is ongoing and not yet complete.
Forge Acquisition
On June 30, 2023 ("Forge Closing Date"), the Company purchased certain oil and natural gas properties located in the Delaware Basin, including approximately 34,000 net acres in Pecos, Reeves and Ward Counties, and related assets and contracts, with an effective date of March 1, 2023 (the "Forge Acquisition") from Forge Energy II Delaware, LLC ("Forge").
The aggregate purchase price of $398.2 million consisted of (i) $391.6 million in cash, inclusive of customary closing price adjustments, subject to post-closing adjustments, and (ii) $6.6 million in transaction related expenses. The Forge Acquisition was accounted for as an asset acquisition, as substantially all the gross assets acquired are concentrated in a group of similar identifiable assets. Based on the relative fair values on the Forge Closing Date, the acquired assets and liabilities assumed were allocated as follows: i) $250.3 million to evaluated properties, ii) $149.8 million to unevaluated properties, iii) $4.1 million to equipment inventory, iii) $4.3 million to revenue suspense liabilities and iv) $1.7 million to asset retirement obligation liabilities.
Driftwood Acquisition
On April 3, 2023 ("Driftwood Closing Date"), the Company purchased certain oil and natural gas properties in the Midland Basin, including approximately 11,200 net acres located in Upton and Reagan Counties and related assets and contracts, inclusive of derivatives (the "Driftwood Assets") with an effective date of January 1, 2023 (the "Driftwood Acquisition") from Driftwood Energy Operating, LLC ("Driftwood").
The aggregate purchase price of $201.3 million consisted of (i) $117.0 million of cash, inclusive of post-closing adjustments, (ii) 1,578,948 shares of Common Stock based upon the share price as of the Driftwood Closing Date and (iii) $4.2 million in transaction related expenses. The Driftwood Acquisition was accounted for as an asset acquisition, as substantially all the gross assets acquired are concentrated in a group of similar identifiable assets. Based on the relative fair values on the Driftwood Closing Date, the acquired assets and liabilities assumed were allocated as follows: i) $148.4 million to evaluated properties, ii) $58.3 million to unevaluated properties, iii) $0.5 million to revenue suspense liabilities, iv) $4.2 million to derivative liabilities and v) $0.7 million to asset retirement obligation liabilities.
During the second quarter of 2023, in connection with the Driftwood Acquisition, the Company acquired additional interests in the Driftwood Assets through additional sellers that exercised their "tag-along" sales rights, for total cash consideration of $8.6 million, excluding customary purchase price adjustments. These acquisitions were accounted for as asset acquisitions.
2022 Divestiture
On August 16, 2022, the Company entered into a purchase and sale agreement with NOG, pursuant to which the Company agreed to sell to NOG the Company's working interests in certain specified non-operated oil and gas properties (the "NOG Working Interest Sale").
On October 3, 2022, the Company closed the NOG Working Interest Sale for an aggregate sales price of $106.1 million, inclusive of post-closing adjustments.
Condensed notes to the consolidated financial statements
(Unaudited)
Note 4—Debt
Long-term debt, net
The following table presents the Company's long-term debt and unamortized debt issuance costs, discounts and premiums included in "Long-term debt, net" on the consolidated balance sheets as of the dates presented:
| | | | | | | | | | | | | | |
(in thousands) | | September 30, 2023 | | December 31, 2022 |
January 2025 Notes | | $ | 455,628 | | | $ | 455,628 | |
January 2028 Notes | | 700,309 | | | 300,309 | |
July 2029 Notes | | 298,214 | | | 298,214 | |
September 2030 Notes | | 500,000 | | | — | |
Senior Secured Credit Facility(1) | | — | | | 70,000 | |
Total long-term debt | | 1,954,151 | | | 1,124,151 | |
Unamortized debt issuance costs | | (24,895) | | | (11,128) | |
Unamortized discounts | | (6,290) | | | — | |
Unamortized premiums | | 4,000 | | | — | |
Total long-term debt, net | | $ | 1,926,966 | | | $ | 1,113,023 | |
______________________________________________________________________________
(1)Unamortized debt issuance costs related to the Senior Secured Credit Facility of $5.1 million and $7.3 million as of September 30, 2023 and December 31, 2022, respectively, are included in "Other noncurrent assets, net" on the consolidated balance sheets.
Senior unsecured notes repurchases
The following table presents the Company's repurchases of its senior unsecured notes and the related gain or loss on extinguishment of debt during the periods presented:
| | | | | | | | | | | | | | | | | | |
(in thousands) | | Three months ended September 30, 2022 | | Nine months ended September 30,2022 | | |
January 2025 Notes | | $ | 48,449 | | | $ | 48,449 | | | | | |
January 2028 Notes | | 28,038 | | | 34,288 | | | | | |
January 2029 Notes | | 76,010 | | | 101,786 | | | | | |
Total principal amount repurchased | | $ | 152,497 | | | $ | 184,523 | | | | | |
Less: | | | | | | | | |
Consideration paid | | $ | 149,986 | | | $ | 182,320 | | | | | |
Write off of debt issuance costs | | 1,958 | | | 2,448 | | | | | |
Gain (loss) on extinguishment of debt, net(1) | | $ | 553 | | | $ | (245) | | | | | |
______________________________________________________________________________(1)Amounts are included in "Gain (loss) on extinguishment of debt, net" on the consolidated statements of operations.
No senior unsecured notes were repurchased during the three and nine months ended September 30, 2023.
Senior Secured Credit Facility
As of September 30, 2023, the Senior Secured Credit Facility, which matures on July 16, 2025 (subject to a springing maturity date of July 29, 2024 if any of the January 2025 Notes are outstanding on such date), had a maximum credit amount of $2.0 billion, a borrowing base and an aggregate elected commitment of $1.3 billion and $1.0 billion, respectively, with no balance outstanding. The Senior Secured Credit Facility contains both financial and non-financial covenants, all of which the Company was in compliance with for all periods presented. Additionally, the Senior Secured Credit Facility provides for the issuance of letters of credit, limited to the lesser of total capacity or $80.0 million. As of September 30, 2023 and December 31, 2022, the Company had no letters of credit outstanding under the Senior Secured Credit Facility. For additional information see Note 7 in the 2022 Annual Report. See Note 15 for discussion of changes to the Senior Secured Credit Facility in connection with the closing of the Maple Acquisition subsequent to September 30, 2023.
Condensed notes to the consolidated financial statements
(Unaudited)
On September 13, 2023 (the "Eleventh Amendment Effective Date"), the Company entered into the Limited Consent and Eleventh Amendment to the Senior Secured Credit Facility (the "Eleventh Amendment"). The Eleventh Amendment, among other things, (i) provides for consent to the Acquisitions and (ii) upon consummation of at least one of the Acquisitions, further amends the Senior Secured Credit Facility to provide for increases to the borrowing base and revolving elected commitments (as so amended, the "Amended Senior Secured Credit Facility"). The Amended Senior Secured Credit Facility will mature on September 13, 2027, subject to a springing maturity date of July 19, 2024 if more than a certain amount of the Company's January 2025 Notes relative to the availability under the Amended Senior Secured Credit Facility are outstanding on such date. The Amended Senior Secured Credit Facility will have a maximum credit amount of $3.0 billion, a borrowing base of up to $1.5 billion (consisting of an initial borrowing base of $1.3 billion, which would increase by $75.0 million at the closing of the Henry Acquisition, $50.0 million at the closing of the Maple Acquisition and $75.0 million at the closing of the Tall City Acquisition) and an aggregate revolving elected commitment of up to $1.25 billion (consisting of an initial revolving elected commitment of $1.0 billion, which would increase by $150.0 million at the closing of the Henry Acquisition and $100.0 million at the closing of the Maple Acquisition) and a term loan commitment of $250.0 million (as such amount may be reduced by the proceeds of debt and equity on and after the Eleventh Amendment Effective Date), and such other term loan commitments as the Company and the applicable term loan lenders may agree from time to time in an aggregate amount not to exceed the lesser of (i) the excess of the borrowing base over the revolving elected commitments, in each case, then in effect and (ii) one-third of the sum of the total revolving commitments plus the aggregate term loan exposure then outstanding. The borrowing base will be subject to a semi-annual redetermination occurring by May 1 and November 1 of each year based on the lenders’ evaluation of the Company’s oil and gas reserves, beginning May 1, 2024.
2023 Issuance of Notes
January 2028 Notes
On January 24, 2020, the Company completed an offering and sale of $400.0 million in aggregate principal amount of 10.125% senior unsecured notes due 2028 (the "Original January 2028 Notes"). Interest for the Original January 2028 Notes is payable semi-annually, in cash in arrears on January 15 and July 15 of each year.
On September 18, 2023, the Company completed an offering and sale of $400.0 million in aggregate principal amount of new 10.125% senior unsecured notes due 2028 (the "New January 2028 Notes" and, together with the Original January 2028 Notes, the "January 2028 Notes") as additional notes under, and subject to the terms of, the indenture governing the January 2028 Notes. The New January 2028 Notes were issued at 101.000% of par value, which resulted in a premium upon issuance of $4.0 million. The Company received net proceeds of approximately $396.7 million from the New January 2028 Notes, after issuance premiums and deducting underwriting discounts and commissions and offering costs.
September 2030 Notes
On September 18, 2023, the Company completed an offering and sale of $500.0 million in aggregate principal amount of 9.750% senior unsecured notes due 2030 (the "September 2030 Notes"). Interest for the September 2030 Notes is payable semi-annually, in cash in arrears on April 15 and October 15 of each year, commencing October 15, 2023 with interest from closing to that date. If the Henry PSA is terminated prior to the closing of the Henry Acquisition, or if the closing of the Henry Acquisition does not otherwise occur on or prior to January 11, 2024, the Company will redeem all of the September 2030 Notes at a redemption price equal to 100% of the aggregate issue price of the September 2030 Notes, plus accrued and unpaid interest to, but not including, the redemption date. The September 2030 Notes were issued at 98.742% of par value, which resulted in a discount upon issuance of $6.3 million. The Company received net proceeds of approximately $484.7 million from the September 2030 Notes, after deducting issuance discounts, underwriting discounts and commissions and offering costs.
The terms of the Company's January 2028 Notes and September 2030 Notes include covenants, which are in addition to but different than similar covenants in the Senior Secured Credit Facility, which limit the Company's ability to incur indebtedness, make restricted payments, grant liens and dispose of assets. The January 2028 Notes and September 2030 Notes are fully and unconditionally guaranteed on a senior unsecured basis by Vital Midstream Services, LLC and certain of the Company's future restricted subsidiaries, subject to certain automatic customary releases, including the sale, disposition or transfer of all of the capital stock or of all or substantially all of the assets of a subsidiary guarantor to one or more persons that are not the Company or a restricted subsidiary, exercise of legal defeasance or covenant defeasance options or satisfaction and discharge
Condensed notes to the consolidated financial statements
(Unaudited)
of the applicable indenture, designation of a subsidiary guarantor as a non-guarantor restricted subsidiary or as an unrestricted subsidiary in accordance with the applicable indenture, release from guarantee under the Senior Secured Credit Facility, or liquidation or dissolution.
Note 5—Stockholders' equity
Equity offering
On September 19, 2023, the Company completed the sale of 2,750,000 shares of its common stock for net proceeds of $140.0 million, after underwriting discounts, commissions and offering expenses. On September 29, 2023, the underwriters exercised their option to purchase an additional 412,500 shares of common stock, which resulted in net proceeds to the Company of $21.0 million, after underwriting discounts, commissions and offering expenses.
Equity issued for acquisitions of oil and natural gas properties
On September 13, 2023, in connection with the signing of the Henry PSA, the Company issued 869,419 shares of Preferred Stock as a deposit to be held in escrow until closing of the Henry Acquisition, which shares may remain in escrow post-closing to satisfy potential title defect claims under the Henry PSA. Additionally, on September 13, 2023, in connection with the signing of the Maple PSA, the Company issued 357,500 shares of its common stock as a deposit to be held in escrow until closing of the Maple Acquisition, which shares will remain in escrow post-closing to satisfy potential indemnification claims arising under the Maple PSA during the 12-month period following the closing of the Maple Acquisition. Further, on September 13, 2023, in connection with the signing of the Tall City PSA, the Company issued 579,968 shares of its common stock as a deposit to be held in escrow until closing of the Tall City Acquisition, which shares will remain in escrow to satisfy potential indemnification claims under the Tall City PSA. During the escrow period, the issued shares of the Company's preferred stock and common stock held in escrow are not considered outstanding for accounting purposes as they are subject to recall and other conditions, and under the escrow agreements for the Henry Acquisition and Maple Acquisition, the Company retains certain rights, including voting and dividend rights, as applicable.
On April 3, 2023, in connection with the Driftwood Acquisition, the Company issued 1,578,948 shares of its common stock as part of the purchase price.
See Note 3 for additional information on the Henry Acquisition, the Maple Acquisition, the Tall City Acquisition and the Driftwood Acquisition. See Note 15 for discussion of the October 31, 2023 closing of the Maple Acquisition.
Authorized shares increase
On May 26, 2022, upon recommendation of the Company's board of directors, stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation to increase the number of authorized shares of its common stock from 22,500,000 shares to 40,000,000 shares.
Share repurchase program
On May 31, 2022, the Company's board of directors authorized a $200.0 million share repurchase program. The repurchase program commenced in May 2022 and expires in May 2024. Share repurchases under the program may be made through a variety of methods, which may include open market purchases, including under plans complying with Rule 10b5-1 of the Exchange Act, and privately negotiated transactions. The timing and actual number of share repurchases will depend upon several factors, including market conditions, business conditions, the trading price of the Company's common stock and the nature of other investment opportunities available to the Company.
The following table presents the Company's open market repurchases of its common stock during the periods presented:
| | | | | | | | | | | | | | | | | | |
(in thousands, except for share and share price data) | | Three months ended September 30, 2022 | | | | Nine months ended September 30, 2022 |
Shares of Company common stock repurchased | | 244,687 | | | | 329,848 | | |
Average share price(1) | | $ | 71.58 | | | | | $ | 80.60 | | | |
Total | | $ | 17,515 | | | | | $ | 26,586 | | | |
___________________________________________________________________________(1)Average share price includes any commissions paid to repurchase stock.
Condensed notes to the consolidated financial statements
(Unaudited)
All shares were retired upon repurchase. No shares were repurchased during the nine months ended September 30, 2023. As of September 30, 2023, approximately $162.7 million remained available for future repurchases under the share repurchase program.
Note 6—Equity Incentive Plan
The Vital Energy, Inc. Omnibus Equity Incentive Plan (the "Equity Incentive Plan") provides for the granting of incentive awards in the form of restricted stock awards, stock option awards, performance share awards, performance unit awards, phantom unit awards and other awards. The Equity Incentive Plan allows for the issuance of up to 2,432,500 shares.
See Note 9 in the 2022 Annual Report for additional discussion of the Company's equity-based compensation awards.
The following table presents activity for equity-based compensation awards for the nine months ended September 30, 2023:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Equity Awards | | Liability Awards |
(in thousands) | | Restricted Stock Awards | | Stock Option Awards | | Performance Share Awards | | Performance Unit Awards(1)(2) | | Phantom Unit Awards(3) |
Outstanding as of December 31, 2022 | | 362 | | | 3 | | | 48 | | | 150 | | | 18 | |
Granted | | 327 | | | — | | | — | | | 75 | | | — | |
Forfeited | | (19) | | | — | | | — | | | — | | | — | |
Vested | | (176) | | | — | | | — | | | (67) | | | (16) | |
| | | | | | | | | | |
Expired or canceled | | — | | | (1) | | | — | | | — | | | — | |
Outstanding as of September 30, 2023 | | 494 | | | 2 | | | 48 | | | 158 | | | 2 | |
_____________________________________________________________________________(1)The performance unit awards granted on March 5, 2020 had a performance period of January 1, 2020 to December 31, 2022 and, as their market and performance criteria were satisfied, resulted in a 151% payout, or 101,368 units. As such, the granted awards vested and were paid out in cash on March 3, 2023 at $57.06 based on the Company's closing stock price on the vesting date.
(2)On February 15, 2023, the Company granted performance unit awards with a performance period of January 1, 2023 through December 31, 2025. The market criteria consists of: (i) annual relative total shareholder return comparing the Company's shareholder return to the shareholder return of the exploration and production companies listed in the Russel 2000 Index and (ii) annual absolute shareholder return. The performance criteria for these awards consists of: (i) earnings before interest, taxes, depreciation, amortization and exploration expense and three-year total debt reduction, (ii) growth in inventory and (iii) emissions reductions. Any units earned are expected to be paid in cash during the first quarter following the completion of the requisite service period, based on the achievement of market and performance criteria, and the payout can range from 0% to 225%.
(3)On March 1, 2023 and March 3, 2023, granted phantom unit awards vested and were paid out in cash at $52.56 and $57.06, respectively, based on the Company's closing stock price on the vesting date.
As of September 30, 2023, total unrecognized cost related to equity-based compensation awards was $27.0 million, of which $4.9 million was attributable to liability awards which will be settled in cash rather than shares. Such cost will be recognized on a straight-line basis over an expected weighted-average period of 1.92 years.
Condensed notes to the consolidated financial statements
(Unaudited)
Equity-based compensation
The following table reflects equity-based compensation expense for the periods presented:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three months ended September 30, | | Nine months ended September 30, |
(in thousands) | | 2023 | | 2022 | | 2023 | | 2022 |
Equity awards: | | | | | | | | |
Restricted stock awards | | $ | 3,272 | | | $ | 1,818 | | | $ | 9,311 | | | $ | 6,428 | |
Performance share awards | | 535 | | | 241 | | | 1,348 | | | 1,202 | |
| | | | | | | | |
Total share-settled equity-based compensation, gross | | 3,807 | | | 2,059 | | | 10,659 | | | 7,630 | |
Less amounts capitalized | | (870) | | | (421) | | | (2,257) | | | (1,335) | |
Total share-settled equity-based compensation, net | | 2,937 | | | 1,638 | | | 8,402 | | | 6,295 | |
Liability awards: | | | | | | | | |
Performance unit awards | | 2,479 | | | (4,311) | | | 4,069 | | | 1,595 | |
Phantom unit awards | | 28 | | | 199 | | | 263 | | | 1,078 | |
Total cash-settled equity-based compensation, gross | | 2,507 | | | (4,112) | | | 4,332 | | | 2,673 | |
Less amounts capitalized | | — | | | (45) | | | (50) | | | (247) | |
Total cash-settled equity-based compensation, net | | 2,507 | | | (4,157) | | | 4,282 | | | 2,426 | |
Total equity-based compensation, net | | $ | 5,444 | | | $ | (2,519) | | | $ | 12,684 | | | $ | 8,721 | |
Note 7—Net income per common share
Basic and diluted net income per common share are computed by dividing net income by the weighted-average common shares outstanding for the period. Diluted net income per common share reflects the potential dilution of non-vested equity-based compensation awards. See Note 9 in the 2022 Annual Report for additional discussion of these awards.
The following table reflects the calculations of basic and diluted (i) weighted-average common shares outstanding and (ii) net income per common share for the periods presented:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three months ended September 30, | | Nine months ended September 30, |
(in thousands, except for per share data) | | 2023 | | 2022 | | 2023 | | 2022 |
Net income | | $ | 4,893 | | | $ | 337,523 | | | $ | 413,644 | | | $ | 513,288 | |
Weighted-average common shares outstanding(1): | | | | | | | | |
Basic | | 18,455 | | | 16,650 | | | 17,646 | | | 16,750 | |
Dilutive non-vested restricted stock awards | | 112 | | | 159 | | | 93 | | | 197 | |
| | | | | | | | |
Dilutive non-vested performance share awards(2) | | 2 | | | — | | | 1 | | | 16 | |
| | | | | | | | |
Diluted | | 18,569 | | | 16,809 | | | 17,740 | | | 16,963 | |
Net income per common share: | | | | | | | | |
Basic | | $ | 0.27 | | | $ | 20.27 | | | $ | 23.44 | | | $ | 30.64 | |
Diluted | | $ | 0.26 | | | $ | 20.08 | | | $ | 23.32 | | | $ | 30.26 | |
_____________________________________________________________________________
(1)Weighted-average common shares outstanding for the three and nine months ended September 30, 2023 does not include shares of Preferred Stock and common stock issued into escrow accounts in connection with the Acquisitions. See Notes 3 and 5 for additional information.
(2)The dilutive effect of the non-vested performance shares for the three and nine months ended September 30, 2022 and 2023 were calculated assuming each respective performance period ended on September 30, 2022 and 2023, respectively.
Condensed notes to the consolidated financial statements
(Unaudited)
Note 8—Derivatives
The Company has two types of derivative instruments as of September 30, 2023: (i) commodity derivatives and (ii) a contingent consideration derivative. In previous periods, the Company also engaged in an interest rate swap derivative, which concluded during the second quarter of 2022. See Note 9 for discussion of fair value measurement of derivatives on a recurring basis and Note 15 for discussion of derivatives subsequent events. The Company's derivatives were not designated as hedges for accounting purposes, and the Company does not enter into such instruments for speculative trading purposes. Accordingly, the changes in derivative fair values are recognized in "Gain (loss) on derivatives, net" under "Non-operating income (expense)" on the consolidated statements of operations.
The following table summarizes components of the Company's gain (loss) on derivatives, net by type of derivative instrument for the periods presented:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three months ended September 30, | | Nine months ended September 30, |
(in thousands) | | 2023 | | 2022 | | 2023 | | 2022 |
Commodity | | $ | (138,946) | | | $ | 110,356 | | | $ | (137,554) | | | $ | (285,715) | |
Contingent consideration | | 3,625 | | | (9,608) | | | 4,679 | | | (5,294) | |
Interest rate | | — | | | — | | | — | | | 14 | |
Gain (loss) on derivatives, net | | $ | (135,321) | | | $ | 100,748 | | | $ | (132,875) | | | $ | (290,995) | |
Commodity
Due to the inherent volatility in oil, NGL and natural gas prices and the sometimes wide pricing differentials between where the Company produces and where the Company sells such commodities, the Company engages in commodity derivative transactions, such as puts, swaps, collars and basis swaps, to hedge price risk associated with a portion of the Company's anticipated sales volumes. By removing a portion of the price volatility associated with future sales volumes, the Company expects to mitigate, but not eliminate, the potential effects of variability in cash flows from operations. See Note 11 in the 2022 Annual Report for discussion of transaction types and settlement indexes. During the nine months ended September 30, 2023, the Company’s derivatives were settled based on reported prices on commodity exchanges, with oil derivatives settled based on WTI NYMEX, Argus WTI Midland and Argus WTI Formula Basis pricing and natural gas derivatives settled based on Henry Hub NYMEX and Waha Inside FERC pricing.
Condensed notes to the consolidated financial statements
(Unaudited)
The following table summarizes open commodity derivative positions as of September 30, 2023, for commodity derivatives that were entered into through September 30, 2023, for the settlement periods presented:
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| | Remaining Year 2023 | | Year 2024 | | Year 2025 | | |
Oil: | | | | | | | | |
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WTI NYMEX - Swaps: | | | | | | | | |
Volume (Bbl) | | 2,760,000 | | | 14,809,950 | | | 2,902,000 | | | |
Weighted-average price ($/Bbl) | | $ | 75.82 | | | $ | 75.08 | | | $ | 75.54 | | | |
WTI NYMEX - Collars: | | | | | | | | |
Volume (Bbl) | | 890,550 | | | — | | | — | | | |
Weighted-average floor price ($/Bbl) | | $ | 69.60 | | | $ | — | | | $ | — | | | |
Weighted-average ceiling price ($/Bbl) | | $ | 87.04 | | | $ | — | | | $ | — | | | |
WTI NYMEX - Three-way Collars: | | | | | | | | |
Volume (Bbl) | | 91,550 | | | 217,350 | | | — | | | |
Weighted-average sold put price ($/Bbl) | | $ | 45.50 | | | $ | 50.00 | | | $ | — | | | |
Weighted-average floor price ($/Bbl) | | $ | 57.64 | | | $ | 66.51 | | | $ | — | | | |
Weighted-average ceiling price ($/Bbl) | | $ | 74.25 | | | $ | 87.09 | | | $ | — | | | |
Argus WTI Midland to Argus WTI Formula Basis - Basis Swaps: | | | | | | | | |
Volume (Bbl) | | 154,100 | | | 293,300 | | | — | | | |
Weighted-average differential ($/Bbl) | | $ | 0.17 | | | $ | 0.11 | | | $ | — | | | |
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Henry Hub NYMEX - Swaps: | | | | | | | | |
Volume (MMBtu) | | 38,000 | | | 26,075,700 | | | — | | | |
Weighted-average price ($/MMBtu) | | $ | 2.46 | | | $ | 3.47 | | | $ | — | | | |
Henry Hub NYMEX - Collars: | | | | | | | | |
Volume (MMBtu) | | 6,826,534 | | | 776,292 | | | — | | | |
Weighted-average floor price ($/MMBtu) | | $ | 4.11 | | | $ | 3.40 | | | $ | — | | | |
Weighted-average ceiling price ($/MMBtu) | | $ | 8.34 | | | $ | 6.11 | | | $ | — | | | |
Henry Hub NYMEX - Three-way Collars: | | | | | | | | |
Volume (MMBtu) | | 33,500 | | | — | | | — | | | |
Weighted-average sold put price ($/MMBtu) | | $ | 2.00 | | | $ | — | | | $ | — | | | |
Weighted-average floor price ($/MMBtu) | | $ | 2.50 | | | $ | — | | | $ | — | | | |
Weighted-average ceiling price ($/MMBtu) | | $ | 3.01 | | | $ | — | | | $ | — | | | |
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Waha Inside FERC to Henry Hub NYMEX - Basis Swaps: | | | | | | | | |
Volume (MMBtu) | | 10,578,034 | | | 26,851,992 | | | — | | | |
Weighted-average differential ($/MMBtu) | | $ | (1.53) | | | $ | (0.74) | | | $ | — | | | |
Contingent consideration
On May 7, 2021, the Company entered into a purchase and sale agreement (the "Sixth Street PSA"), to sell 37.5% of the Company's working interest in certain producing wellbores and the related properties primarily located within Glasscock and Reagan Counties, Texas. The Sixth Street PSA provides for potential contingent payments to be paid to the Company if certain cash flow targets are met related to divested oil and natural gas property operations (the "Sixth Street Contingent Consideration"). The Sixth Street Contingent Consideration provides the Company with the right to receive up to a maximum of $93.7 million in additional cash consideration, comprised of potential quarterly payments through June 2027 totaling up to $38.7 million and a potential balloon payment of $55.0 million in June 2027. As of September 30, 2023, the maximum remaining additional cash consideration of the contingent consideration was $85.4 million. The fair value of the Sixth Street Contingent Consideration was $29.8 million as of September 30, 2023 and $26.6 million as of December 31, 2022.
Condensed notes to the consolidated financial statements
(Unaudited)
Note 9—Fair value measurements
See the beginning of Note 12 in the 2022 Annual Report for information about the fair value hierarchy levels.
Fair value measurement on a recurring basis
See Note 8 for further discussion of the Company's derivatives.
Balance sheet presentation
The following tables present the Company's derivatives by (i) balance sheet classification, (ii) derivative type and (iii) fair value hierarchy level, and provide a total, on a gross basis and a net basis reflected in "Derivatives" on the consolidated balance sheets as of the dates presented:
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| | September 30, 2023 |
(in thousands) | | Level 1 | | Level 2 | | Level 3 | | Total gross fair value | | Amounts offset | | Net fair value presented on the consolidated balance sheets |
Assets: | | | | | | | | | | | | |
Current: | | | | | | | | | | | | |
Commodity | | $ | — | | | $ | 12,208 | | | $ | — | | | $ | 12,208 | | | $ | (11,165) | | | $ | 1,043 | |
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Contingent consideration | | — | | | — | | | 2,732 | | | 2,732 | | | — | | | 2,732 | |
Noncurrent: | | | | | | | | | | | | |
Commodity | | — | | | (38) | | | — | | | (38) | | | 116 | | | 78 | |
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Contingent consideration | | — | | | — | | | 27,085 | | | 27,085 | | | — | | | 27,085 | |
Liabilities: | | | | | | | | | | | | |
Current: | | | | | | | | | | | | |
Commodity | | — | | | (117,932) | | | — | | | (117,932) | | | 11,165 | | | (106,767) | |
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Noncurrent: | | | | | | | | | | | | |
Commodity | | — | | | (5,769) | | | — | | | (5,769) | | | (116) | | | (5,885) | |
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Net derivative liability positions | | $ | — | | | $ | (111,531) | | | $ | 29,817 | | | $ | (81,714) | | | $ | — | | | $ | (81,714) | |
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| | December 31, 2022 |
(in thousands) | | Level 1 | | Level 2 | | Level 3 | | Total gross fair value | | Amounts offset | | Net fair value presented on the consolidated balance sheets |
Assets: | | | | | | | | | | | | |
Current: | | | | | | | | | | | | |
Commodity | | $ | — | | | $ | 35,586 | | | $ | — | | | $ | 35,586 | | | $ | (13,193) | | | $ | 22,393 | |
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Contingent consideration | | — | | | — | | | 2,277 | | | 2,277 | | | — | | | 2,277 | |
Noncurrent: | | | | | | | | | | | | |
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Contingent consideration | | — | | | — | | | 24,363 | | | 24,363 | | | — | | | 24,363 | |
Liabilities: | | | | | | | | | | | | |
Current: | | | | | | | | | | | | |
Commodity | | — | | | (19,153) | | | — | | | (19,153) | | | 13,193 | | | (5,960) | |
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Net derivative asset positions | | $ | — | | | $ | 16,433 | | | $ | 26,640 | | | $ | 43,073 | | | $ | — | | | $ | 43,073 | |
See Note 12 in the 2022 Annual Report for discussion of the significant Level 2 inputs used in the fair value mark-to-market analysis of commodity, interest rate and contingent consideration derivatives. The Company reviewed the third-party specialist's valuations of commodity, interest rate and contingent consideration derivatives, including the related inputs, and analyzed changes in fair values between reporting dates.
Condensed notes to the consolidated financial statements
(Unaudited)
The Sixth Street Contingent Consideration associated with the Working Interest Sale was categorized as Level 3 of the fair value hierarchy, as the Company utilized its own cash flow projections along with a risk-adjusted discount rate generated by a third-party valuation specialist to determine the valuation. The Company reviewed the third-party specialist's valuation, including the related inputs, and analyzed changes in fair values between the divestiture closing date and the reporting dates. The fair value of the Sixth Street Contingent Consideration was recorded as part of the basis in the oil and natural gas properties divested and as a contingent consideration asset. At each quarterly reporting period, the Company remeasures contingent consideration with the change in fair values recognized in "Gain (loss) on derivatives, net" under "Non-operating income (expense)" on the consolidated statement of operations.
The following table summarizes the changes in contingent consideration derivatives classified as Level 3 measurements for the periods presented: | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three months ended September 30, | | Nine months ended September 30, |
(in thousands) | | 2023 | | 2022 | | 2023 | | 2022 |
Balance of Level 3 at beginning of period | | $ | 26,239 | | | $ | 38,620 | | | $ | 26,640 | | | $ | 35,861 | |
Change in Sixth Street Contingent Consideration fair value | | 3,625 | | | (9,608) | | | 4,679 | | | (5,294) | |
Settlements realized(1) | | (47) | | | (322) | | | (1,502) | | | (1,877) | |
Balance of Level 3 at end of period | | $ | 29,817 | | | $ | 28,690 | | | $ | 29,817 | | | $ | 28,690 | |
_____________________________________________________________________________
(1)For the nine months ended September 30, 2023 and 2022, the settlements are included in "Settlements received for contingent consideration" in cash flows from investing activities on the consolidated statements of cash flows.
Items not accounted for at fair value
The carrying amounts reported on the consolidated balance sheets for cash and cash equivalents, accounts receivable, accounts payable, accrued capital expenditures, undistributed revenue and royalties and other accrued assets and liabilities approximate their fair values.
The Company has not elected to account for its debt instruments at fair value. The following table presents the carrying amounts and fair values of the Company's debt as of the dates presented:
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| | September 30, 2023 | | December 31, 2022 |
(in thousands) | | Carrying amount | | Fair value(1) | | Carrying amount | | Fair value(1) |
January 2025 Notes | | $ | 455,628 | | | $ | 459,350 | | | $ | 455,628 | | | $ | 449,122 | |
January 2028 Notes | | 700,309 | | | 713,188 | | | 300,309 | | | 292,846 | |
July 2029 Notes | | 298,214 | | | 277,414 | | | 298,214 | | | 268,416 | |
September 2030 Notes | | 500,000 | | | 511,020 | | | — | | | — | |
Senior Secured Credit Facility | | — | | | — | | | 70,000 | | | 69,945 | |
Total | | $ | 1,954,151 | | | $ | 1,960,972 | | | $ | 1,124,151 | | | $ | 1,080,329 | |
______________________________________________________________________________
(1)The fair values of the outstanding notes were determined using the Level 2 fair value hierarchy quoted market prices for each respective instrument as of September 30, 2023 and December 31, 2022. The fair values of the outstanding debt under the Senior Secured Credit Facility was estimated utilizing the Level 2 fair value hierarchy pricing model for similar instruments as of September 30, 2023 and December 31, 2022.
Note 10—Commitments and contingencies
From time to time, the Company is subject to various legal proceedings arising in the ordinary course of business, including those that arise from interpretation of federal, state and local laws and regulations affecting the oil and natural gas industry, personal injury claims, title disputes, royalty disputes, contract claims, contamination claims relating to oil and natural gas exploration and development and environmental claims, including claims involving assets previously sold to third parties and no longer part of the Company's current operations. The Company may not have insurance coverage for some of these proceedings and failure to comply with applicable laws and regulations can result in substantial penalties. While many of these matters involve inherent uncertainty, as of the date hereof, the Company believes that any such legal proceedings, if
Condensed notes to the consolidated financial statements
(Unaudited)
ultimately decided adversely, will not have a material adverse effect on the Company's business, financial position, results of operations or liquidity.
The Company has committed to deliver, for sale or transportation, fixed volumes of product under certain contractual arrangements that specify the delivery of a fixed and determinable quantity. If not fulfilled, the Company is subject to firm transportation payments on excess pipeline capacity and other contractual penalties. These commitments are normal and customary for the Company's business. In certain instances, the Company has used spot market purchases to meet its commitments in certain locations or due to favorable pricing. A portion of the Company's commitments are related to transportation commitments with a certain pipeline pertaining to the gathering of the Company's production from established acreage that extends into 2024. The Company was unable to satisfy a portion of this particular commitment with produced or purchased oil, therefore, the Company expensed firm transportation payments on excess capacity of $6.5 million and $7.7 million during the nine months ended September 30, 2023 and 2022, respectively, which are recorded in "Oil transportation and marketing expenses" on the consolidated statements of operations. The Company had an estimated aggregate liability of firm transportation payments on excess capacity of $10.4 million and $11.5 million as of September 30, 2023 and December 31, 2022, respectively, which is included in "Accounts payable and accrued liabilities" on the consolidated balance sheets. As of September 30, 2023, future firm sale and transportation commitments of $129.1 million are expected to be satisfied and, as such, are not recorded as a liability on the consolidated balance sheet.
Note 11—Supplemental cash flow and non-cash information
The following table presents supplemental cash flow and non-cash information for the periods presented:
| | | | | | | | | | | | | | |
| | Nine months ended September 30, |
(in thousands) | | 2023 | | 2022 |
Supplemental cash flow information: | | | | |
Cash paid for interest, net of $1,827 and $3,265 of capitalized interest, respectively | | $ | 109,795 | | | $ | 130,082 | |
Supplemental non-cash operating information: | | | | |
Right-of-use assets obtained in exchange for operating lease liabilities(1) | | $ | 125,940 | | | $ | 34,532 | |
Supplemental non-cash investing information: | | | | |
Change in accrued capital expenditures | | $ | 25,771 | | | $ | 5,144 | |
Equity issued for acquisition of oil and natural gas properties(2) | | $ | 80,068 | | | $ | — | |
Liabilities assumed in acquisitions of oil and natural gas properties(2) | | $ | 11,411 | | | $ | — | |
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_____________________________________________________________________________(1)See Notes 5 and 18 in the 2022 Annual Report for additional discussion of the Company's leases.
(2)See Note 3 for additional discussion of the Company's acquisitions.
Note 12—Income taxes
As of September 30, 2023, the Company’s deferred tax assets were primarily the result of U.S. net operating loss carryforwards. A valuation allowance of $298.2 million was recorded against the gross deferred tax asset balance as of December 31, 2022, on the basis of management’s assessment that its deferred tax assets did not meet the standard for recognition. As of each reporting date, the Company considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets. As of June 30, 2023, the Company determined that there was sufficient positive evidence to conclude that it is more likely than not its federal deferred tax assets are realizable. During the nine months ended September 30, 2023, the Company recorded $220.4 million of discrete tax benefit, which is primarily attributable to the release of the valuation allowance. The balance of the valuation allowance reversal is reflected as part of the Company's estimated annualized effective tax rate with respect to current year projected earnings. The Company believes that it is more-likely-than-not that its Oklahoma deferred tax assets are not realizable and continues to maintain a full valuation allowance recorded against these deferred tax assets.
As of September 30, 2023, the Company had federal net operating loss carryforwards totaling $1.1 billion, $712.1 million of which will begin to expire in 2035 and $366.8 million of which will not expire but may be limited in future periods, and state of Oklahoma net operating loss carryforwards totaling $34.4 million that will begin to expire in 2032. If the Company were to experience an "ownership change" as determined under Section 382 of the Internal Revenue Code, the Company's ability to
Condensed notes to the consolidated financial statements
(Unaudited)
offset taxable income arising after the ownership change with net operating losses arising prior to the ownership change could be significantly limited. Based on information available as of September 30, 2023, no such ownership change has occurred. The Company has signed purchase and sale agreements for acquisitions that have closed or are expected to close during the fourth quarter of 2023, which may result in an ownership change and limit its ability to utilize tax attributes in subsequent years. For income tax purposes, these acquisitions will be treated as asset purchases such that the tax basis in the assets and liabilities will generally reflect the allocated fair value at closing. Therefore, the Company does not anticipate recording any deferred income taxes as part of the purchase consideration with respect to these acquisitions. See Note 3 for additional information regarding the Company's acquisitions.
Note 13—Related parties
Halliburton
The Chairman of the Company's board of directors is on the board of directors of Halliburton Company ("Halliburton"). Halliburton provides drilling and completions services to the Company. The Company has entered into a lease agreement with Halliburton, which became effective during the first quarter of 2023 and extends through 2025, to provide an electric fracture stimulation crew and the related services. Under the agreement, the Company had a lease liability of $66.5 million as of September 30, 2023 which is included in both current and noncurrent "Operating lease liabilities" on the consolidated balance sheets. Services provided under the lease agreement do not differ substantially from historical services provided by Halliburton, which were previously not subject to a long-term agreement. Payments to Halliburton are included in capital expenditures for oil and natural gas properties in cash flows from investing activities on the consolidated statements of cash flows.
The following table presents the capital expenditures for oil and natural gas properties paid to Halliburton included in the consolidated statements of cash flows for the periods presented: | | | | | | | | | | | | | | |
| | Nine months ended September 30, |
(in thousands) | | 2023 | | 2022 |
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Capital expenditures for oil and natural gas properties | | $ | 91,751 | | | $ | 78,749 | |
Note 14—Organizational restructurings
On August 24, 2022, the Company announced the departure of the Company's Senior Vice President and Chief Operating Officer. In connection with the departure, the Company incurred one-time charges for certain payments and benefits of $10.4 million during the three months ended September 30, 2022. These charges were recorded as "Organizational restructuring expenses" on the consolidated statements of operations. All equity-based compensation awards held by the Company's Senior Vice President and Chief Operating Officer were forfeited and the corresponding equity-based compensation totaling $4.9 million previously recorded was reversed in "General and administrative" on the consolidated statements of operations during the three months ended September 30, 2022.
Condensed notes to the consolidated financial statements
(Unaudited)
Note 15—Subsequent events
Maple Acquisition
On October 31, 2023, the Company closed the Maple Acquisition and issued 3,012,997 shares of its common stock, which, in addition to the 357,500 previously issued escrow shares, constituted the purchase price, inclusive of customary closing adjustments. See Notes 3 and 5 for additional discussion of the Maple Acquisition.
Senior Secured Credit Facility
On October 31, 2023, in connection with, and upon closing of the Maple Acquisition, the Senior Secured Credit Facility was further amended under the Eleventh Amendment. As of October 31, 2023, the Amended Senior Secured Credit Facility, which matures on September 13, 2027, subject to a springing maturity date of July 19, 2024 if more than a certain amount of the Company's January 2025 Notes relative to the availability under the Amended Senior Secured Credit Facility are outstanding on such date, had a borrowing base of $1.35 billion and an aggregate elected commitment of $1.1 billion. See Note 4 for additional discussion of the Company's Amended Senior Secured Credit Facility.
Commodity derivatives
The following table summarizes the Company's open oil derivative positions as of September 30, 2023, updated for the derivative transactions entered into from September 30, 2023 through November 2, 2023, for the settlement periods presented:
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| | Remaining Year 2023 | | Year 2024 | | Year 2025 |
Oil: | | | | | | |
WTI NYMEX - Swaps: | | | | | | |
Volume (Bbl) | | 2,760,000 | | | 18,103,950 | | | 3,445,000 | |
Weighted-average price ($/Bbl) | | $ | 75.82 | | | $ | 75.36 | | | $ | 75.52 | |
WTI NYMEX - Collars: | | | | | | |
Volume (Bbl) | | 890,550 | | | — | | | — | |
Weighted-average floor price ($/Bbl) | | $ | 69.60 | | | $ | — | | | $ | — | |
Weighted-average ceiling price ($/Bbl) | | $ | 87.04 | | | $ | — | | | $ | — | |
WTI NYMEX - Three-way Collars: | | | | | | |
Volume (Bbl) | | 91,550 | | | 217,350 | | | — | |
Weighted-average sold put price ($/Bbl) | | $ | 45.50 | | | $ | 50.00 | | | $ | — | |
Weighted-average floor price ($/Bbl) | | $ | 57.64 | | | $ | 66.51 | | | $ | — | |
Weighted-average ceiling price ($/Bbl) | | $ | 74.25 | | | $ | 87.09 | | | $ | — | |
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Argus WTI Midland to Argus WTI Formula Basis - Basis Swaps: | | | | | | |
Volume (Bbl) | | 154,100 | | | 293,300 | | | — | |
Weighted-average differential ($/Bbl) | | $ | 0.17 | | | $ | 0.11 | | | $ | — | |
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See Note 8 for additional discussion regarding the Company's derivatives. There has been no other derivative activity subsequent to September 30, 2023.