Document



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934
 
Date of report (Date of earliest event reported): November 5, 2018
 
LAREDO PETROLEUM, INC.
(Exact name of registrant as specified in charter)
 
Delaware
 
001-35380
 
45-3007926
(State or other jurisdiction of incorporation or organization)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)
 
15 W. Sixth Street, Suite 900, Tulsa, Oklahoma
 
74119
(Address of principal executive offices)
 
(Zip code)
 
Registrant’s telephone number, including area code: (918) 513-4570
 
Not Applicable
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o    
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
 
 
o 
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
 
 
o 
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
 
 
o 
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
 
 
 
 
 
Emerging Growth Company o
 
 
 
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o








Item 2.02. Results of Operations and Financial Condition.
 
On November 5, 2018, Laredo Petroleum, Inc. (the "Company") announced its financial and operating results for the quarter ended September 30, 2018. Copies of the Company's press release and Presentation (as defined below) are furnished as Exhibit 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The Company plans to host a teleconference and webcast on November 6, 2018 at 7:30 am Central Time to discuss these results and during which it will make reference to the Presentation. To access the call, please dial 1-877-930-8286 or 1-253-336-8309 for international callers, and use conference code 4686158. A replay of the call will be available through Tuesday, November 13, 2018, by dialing 1-855-859-2056, and using conference code 4686158. The webcast may be accessed at the Company's website, www.laredopetro.com, under the tab "Investor Relations."
 
In accordance with General Instruction B.2 of Form 8-K, the information furnished under this Item 2.02 of this Current Report on Form 8-K and the exhibits attached hereto are deemed to be "furnished" and shall not be deemed "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information and exhibits be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

Item 7.01. Regulation FD Disclosure.

On November 5, 2018, the Company furnished the press release described above in Item 2.02 of this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated into this Item 7.01 by reference.

On November 5, 2018, the Company also posted to its website a Corporate Presentation (the "Presentation"). The Presentation is available on the Company's website, www.laredopetro.com, and is attached hereto as Exhibit 99.2 and incorporated into this Item 7.01 by reference.

All statements in the press release, teleconference and the Presentation, other than historical financial information, may be deemed to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance, and actual results or developments may differ materially from those in the forward-looking statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

In accordance with General Instruction B.2 of Form 8-K, the information furnished under Item 7.01 of this Current Report on Form 8-K and the exhibits attached hereto are deemed to be "furnished" and shall not be deemed "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information and exhibits be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

Item 9.01. Financial Statements and Exhibits.
 
(d)  Exhibits.
 
Exhibit Number
 
Description
 
 








SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
LAREDO PETROLEUM, INC.
 
 
 
 
 
 
Dated: November 5, 2018
By:
/s/ Richard C. Buterbaugh
 
 
Richard C. Buterbaugh
 
 
Executive Vice President & Chief Financial Officer





Exhibit
EXHIBIT 99.1

https://cdn.kscope.io/52328dea1228a4c00a8032d4f9acc145-g201a09ala04.jpg

15 West 6th Street, Suite 900 · Tulsa, Oklahoma 74119 · (918) 513-4570 · Fax: (918) 513-4571
www.laredopetro.com

Laredo Petroleum Announces 2018 Third-Quarter Financial and Operating Results
TULSA, OK - November 5, 2018 - Laredo Petroleum, Inc. (NYSE: LPI) ("Laredo" or "the Company") today announced its 2018 third-quarter results, reporting net income attributable to common stockholders of $55.1 million, or $0.24 per diluted share. Adjusted Net Income, a non-GAAP financial measure, for the third quarter of 2018 was $62.4 million, or $0.27 per diluted share. Adjusted EBITDA, a non-GAAP financial measure, for the third quarter of 2018 was $160.6 million. Please see supplemental financial information at the end of this news release for reconciliations of non-GAAP financial measures.
2018 Third-Quarter Highlights
Produced a Company record 71,382 barrels of oil equivalent ("BOE") per day, an increase of 19% from third-quarter 2017
Increased cash flows from operations to $145.9 million, balancing operating cash flows with capital expenditures
Increased Adjusted EBITDA to $160.6 million, up 23% from the third quarter of 2017
Improved drilling efficiency approximately 25%, reducing average days to drill a normalized 10,000-foot horizontal well to a Company record of 8.6 days from 11.4 days in third-quarter 2017
"With Laredo balancing operating cash flow and capital expenditures in the third quarter of 2018, as forecasted in our 2018 budget, we similarly plan to manage activity levels in 2019 to minimize any outspend," commented Randy A. Foutch, Chairman and Chief Executive Officer. "We intend to continue exercising this discipline in the future and invest capital with a focus on returns and growth on a debt-adjusted per share basis."
"During the past 18 months, Laredo has worked to implement a development plan that maximizes the long-term value of our leasehold through high-density drilling. We have executed six packages of wells designed to co-develop multiple landing points in our Upper and Middle Wolfcamp formations at a density of 24 to 32 wells per drilling spacing unit and have another three high-density packages in process. The results of these high-density packages have successfully demonstrated that this development plan can increase the total value of our leasehold, albeit at lower per well value than lower-density development. As we seek to balance rate of return and capital efficiency with overall value, while minimizing our outspend, we are beginning to widen our well spacing and develop packages at a lower density."

1


E&P Update
In the third quarter of 2018, Laredo completed 16 gross (16 net) horizontal wells with an average completed lateral length of approximately 11,300 feet. Laredo produced a Company record 71,382 BOE per day in third-quarter 2018, higher than Company guidance of 71,000 BOE per day.
During third-quarter 2018, 14 of the 16 completed wells were in two larger, high-density packages. The six-well Sugg-D 104 package was a co-development package based on 24 wells per drilling spacing unit ("DSU") and an average lateral length of approximately 15,000 feet. Due in part to the longer clean-up times associated with 15,000-foot laterals, this package is currently underperforming the Company's lateral-length adjusted Upper/Middle Wolfcamp type curve. Although production has reached its peak, the Company expects the underperformance versus the type curve to improve as the package's decline rate is relatively shallow. The second package, the eight-well Barbee package based primarily on 32 wells per DSU, was completed at the end of the third quarter of 2018 and has not yet reached peak production.
The 11-well Fuchs package, a high-density co-development package based on 32 wells per DSU and completed in the second quarter of 2018, is producing mixed results. Laredo is evaluating production data to better understand the individual productivity impact of landing point selection, lateral length and parent/child impact in relation to horizontal and vertical spacing in this package.
Operational efficiencies continued to improve in the third quarter of 2018. Drilling operations set a Company record for average drilling days per 10,000-foot lateral of 8.6 days, a 25% improvement from the third quarter of 2017. Combined with the 53% improvement in completions efficiencies compared to third-quarter 2017, Laredo expects gross completed lateral feet per rig to increase approximately 50% in 2018 versus 2017.
During the third quarter of 2018, the Company began utilizing in-basin sand on all of its completions, resulting in the previously expected savings of approximately $400,000 per well. Laredo estimates its current well cost for a 10,000-foot Upper/Middle Wolfcamp well to be approximately $7.4 million.
Unit lease operating expenses ("LOE") decreased in the third quarter of 2018 to $3.63 per BOE, remaining below $4.00 per BOE for the ninth consecutive quarter. The Company's previous investments in field infrastructure, including water gathering and recycling and gas compression, are a significant recurring contributor to LOE savings, reducing unit LOE by an estimated $0.43 per BOE in third-quarter 2018.
Laredo expects to complete 18 gross horizontal wells (15.3 net) in the fourth quarter of 2018 with an average lateral length of approximately 10,000 feet. The Company is currently utilizing four horizontal drilling rigs and two completion crews. Reduced cycle times, driven by continued improvements in operational efficiencies, are expected to enable the early completion of Laredo's budgeted 2018 drilling program. The Company therefore anticipates dropping one completion crew in mid-November and operating with one completion crew for the remainder of 2018.

2


Based on the productivity of high-density packages developed at 24 to 32 wells per DSU in the Upper/Middle Wolfcamp, Laredo has begun to plan lower-density development on packages to be drilled at the end of the fourth quarter of 2018 and is building the Company's 2019 budget to include lower-density development. The Company believes lower-density development of 8 to 16 wells per DSU in the Upper/Middle Wolfcamp will better balance higher- return drilling and capital efficiency with future value. The majority of completions in the first half of 2019 will consist of higher-density packages, with the transition to completions of lower-density packages expected to occur in the second half of 2019.
2018 Capital Program
During the third quarter of 2018, Laredo invested approximately $134 million in drilling and completions activities. Other expenditures incurred during the quarter included approximately $5 million in bolt-on land acquisitions, lease extensions and data, approximately $2 million in infrastructure, including LMS investments, and approximately $8 million in other capitalized costs.
Through the first nine months of 2018, Laredo has invested approximately $496 million, excluding non-budgeted leasehold acquisitions of $16 million. The Company expects total capital expenditures, excluding non-budgeted acquisitions of approximately $630 million for full-year 2018, in-line with the previously announced 2018 capital program.
Liquidity
At September 30, 2018, the Company had cash and cash equivalents of approximately $50 million and undrawn capacity under its senior secured credit facility of $1.03 billion, resulting in total liquidity of approximately $1.08 billion.
On October 23, 2018, in connection with the semi-annual redetermination of the Company's senior secured credit facility, lenders reaffirmed the Company's borrowing base at $1.3 billion, with Laredo's aggregate elected commitment remaining at $1.2 billion.
At November 5, 2018, the Company had cash and cash equivalents of approximately $46 million and available capacity under its senior secured credit facility of $1.0 billion, resulting in total available liquidity of approximately $1.04 billion.
Share Repurchase Program
During the third quarter of 2018, the Company repurchased 1,170,190 shares of common stock at a weighted-average price of $8.41 per share for $9.9 million. Through September 30, 2018, Laredo has repurchased 11,048,742 shares of common stock at a weighted-average price of $8.78 per share for $97.1 million under the authorized share repurchase program.



3


Commodity Derivatives
Laredo maintains a disciplined hedging program to mitigate the variability in its anticipated cash flow due to fluctuations in commodity prices. The Company utilizes a combination of puts, swaps and collars, entering into contracts solely with banks that are part of its senior secured credit facility. For the fourth quarter of 2018, Laredo has hedges in place for approximately 90% of the Company's anticipated oil production, approximately 50% of anticipated natural gas production and approximately 20% of anticipated natural gas liquids production. Details of the Company's hedge positions are included in the current Corporate Presentation available on the Company's website at www.laredopetro.com.
Guidance
The Company is increasing its anticipated full-year 2018 total production growth guidance to approximately 17% and reducing oil production growth guidance to approximately 7.5% as compared to 2017. The table below reflects the Company's guidance for the fourth quarter of 2018.
 
4Q-2018E
Total production (MBOE/d)
70.5
Oil production (MBO/d)
28.2
 
 
Average sales price realizations (without derivatives):
 
Oil (% of WTI)
90%
NGL (% of WTI)
33%
Natural gas (% of Henry Hub)
40%
 
 
Operating costs & expenses:
 
Lease operating expenses ($/BOE)
$3.65
Production and ad valorem taxes (% of oil, NGL and natural gas revenues)
6.25%
Transportation and marketing expenses ($/BOE)
$0.80
Midstream service expenses ($/BOE)
$0.15
General and administrative:
 
Cash ($/BOE)
$2.50
Non-cash stock-based compensation, net ($/BOE)
$1.40
Depletion, depreciation and amortization ($/BOE)
$9.00
Conference Call Details
On Tuesday, November 6, 2018, at 7:30 a.m. CT, Laredo will host a conference call to discuss its third-quarter 2018 financial and operating results and management's outlook, the content of which is not part of this earnings release. A slide presentation providing summary financial and statistical information that will be discussed on the call will be posted to the Company's website and available for review. The Company invites interested parties to listen to the call via the Company's website at www.laredopetro.com, under the tab for "Investor Relations." Portfolio managers and analysts who would like to participate on the call should dial 877.930.8286, using conference code 4686158, approximately 10 minutes prior to the scheduled conference time. International participants should dial 253.336.8309, also using conference code 4686158. A telephonic replay will be available approximately two hours

4


after the call on November 6, 2018 through Tuesday, November 13, 2018. Participants may access this replay by dialing 855.859.2056, using conference code 4686158.
About Laredo
Laredo Petroleum, Inc. is an independent energy company with headquarters in Tulsa, Oklahoma. Laredo's business strategy is focused on the acquisition, exploration and development of oil and natural gas properties and midstream and marketing services, primarily in the Permian Basin of West Texas.
Additional information about Laredo may be found on its website at www.laredopetro.com.
Forward-Looking Statements
This press release and any oral statements made regarding the subject of this release, including in the conference call referenced herein, contain forward-looking statements as defined under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, that address activities that Laredo assumes, plans, expects, believes, intends, projects, estimates or anticipates (and other similar expressions) will, should or may occur in the future are forward-looking statements. The forward-looking statements are based on management’s current belief, based on currently available information, as to the outcome and timing of future events.
General risks relating to Laredo include, but are not limited to, the decline in prices of oil, natural gas liquids and natural gas and the related impact to financial statements as a result of asset impairments and revisions to reserve estimates, the increase in service and supply costs, tariffs on steel, pipeline transportation constraints in the Permian Basin, hedging activities, possible impacts of pending or potential litigation, the suspension or discontinuance of share repurchases at any time and other factors, including those and other risks described in its Annual Report on Form 10-K for the year ended December 31, 2017, and those set forth from time to time in other filings with the Securities and Exchange Commission ("SEC") including, but not limited to, its Quarterly Report on Form 10-Q for the quarter ended June 30, 2018. These documents are available through Laredo's website at www.laredopetro.com under the tab "Investor Relations" or through the SEC's Electronic Data Gathering and Analysis Retrieval System at www.sec.gov. Any of these factors could cause Laredo's actual results and plans to differ materially from those in the forward-looking statements. Therefore, Laredo can give no assurance that its future results will be as estimated. Laredo does not intend to, and disclaims any obligation to, update or revise any forward-looking statement.
The SEC generally permits oil and natural gas companies, in filings made with the SEC, to disclose proved reserves, which are reserve estimates that geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions and certain probable and possible reserves that meet the SEC's definitions for such terms. In this press release and the conference call, the Company may use the terms "resource potential" and "estimated ultimate recovery," or "EURs," each of which the SEC guidelines restrict from being included in filings with the SEC without strict compliance with SEC definitions. These terms refer to the Company’s internal estimates of unbooked hydrocarbon quantities that may be potentially added to proved reserves, largely from a specified resource play. A "resource play" is a term used by the Company to describe an accumulation of hydrocarbons known to exist over a large areal expanse and/or thick vertical section potentially supporting numerous drilling locations, which, when compared to a conventional play, typically has a lower geological and/or commercial development risk. EURs are based on the Company's previous operating experience in a given area and publicly available information relating to the operations of producers who are conducting operations in these areas. Unbooked resource potential or EURs do not constitute reserves within the meaning of the Society of Petroleum Engineer's Petroleum Resource Management System or SEC rules and do not include any proved reserves. Actual quantities of reserves that may be ultimately recovered from the Company's interests may differ substantially from those presented herein. Factors affecting ultimate recovery include the scope of the Company's ongoing drilling program, which will be directly affected by the availability of capital, decreases in oil and natural gas prices, well spacing, drilling and production costs,

5


availability and cost of drilling services and equipment, drilling results, lease expirations, transportation constraints, regulatory approvals, negative revisions to reserve estimates and other factors as well as actual drilling results, including geological and mechanical factors affecting recovery rates. Estimates of ultimate recovery from reserves may change significantly as development of the Company's core assets provides additional data. In addition, our production forecasts and expectations for future periods are dependent upon many assumptions, including estimates of production decline rates from existing wells and the undertaking and outcome of future drilling activity, which may be affected by significant commodity price declines or drilling cost increases.

6


Laredo Petroleum, Inc.
Condensed consolidated statements of operations
 
 
Three months ended September 30,
 
Nine months ended September 30,
(in thousands, except per share data)
 
2018
 
2017
 
2018
 
2017
 
 
(unaudited)
 
(unaudited)
Revenues:
 
 
 
 
 
 
 
 
Oil, NGL and natural gas sales
 
$
225,864

 
$
157,558

 
$
631,859

 
$
438,131

Midstream service revenues
 
2,255

 
2,446

 
6,590

 
8,148

Sales of purchased oil
 
51,627

 
45,814

 
252,039

 
135,546

Total revenues
 
279,746

 
205,818

 
890,488

 
581,825

Costs and expenses:
 
 
 
 
 
 
 
 
Lease operating expenses
 
23,873

 
19,594

 
68,466

 
56,690

Production and ad valorem taxes
 
14,015

 
9,558

 
38,232

 
26,811

Transportation and marketing expenses
 
5,036

 

 
6,570

 

Midstream service expenses
 
728

 
1,174

 
1,824

 
2,986

Costs of purchased oil
 
51,210

 
47,385

 
252,452

 
141,661

General and administrative
 
23,397

 
25,000

 
74,956

 
72,605

Depletion, depreciation and amortization
 
55,963

 
41,212

 
152,278

 
113,327

Other operating expenses
 
1,114

 
1,443

 
3,341

 
3,906

Total costs and expenses
 
175,336

 
145,366

 
598,119

 
417,986

Operating income
 
104,410

 
60,452

 
292,369

 
163,839

Non-operating income (expense):
 
 
 
 
 
 
 
 
Gain (loss) on derivatives, net
 
(32,245
)
 
(27,441
)
 
(69,211
)
 
38,127

Income from equity method investee(1)
 

 
2,371

 

 
7,910

Interest expense
 
(14,845
)
 
(23,697
)
 
(42,787
)
 
(69,590
)
Other, net
 
(883
)
 
(658
)
 
(3,962
)
 
127

Non-operating expense, net
 
(47,973
)
 
(49,425
)
 
(115,960
)
 
(23,426
)
Income before income taxes
 
56,437

 
11,027

 
176,409

 
140,413

Income tax benefit (expense):
 
 
 
 
 
 
 
 
Current
 
381

 

 
381

 

Deferred
 
(1,768
)
 

 
(1,768
)
 

Total income tax expense:
 
(1,387
)
 

 
(1,387
)
 

Net income
 
$
55,050

 
$
11,027

 
$
175,022

 
$
140,413

Net income per common share:
 
 
 
 
 
 

 
 
Basic
 
$
0.24

 
$
0.05

 
$
0.75

 
$
0.59

Diluted
 
$
0.24

 
$
0.05

 
$
0.75

 
$
0.57

Weighted-average common shares outstanding:
 
 
 
 
 
 

 
 

Basic
 
230,605

 
239,306

 
233,228

 
239,017

Diluted
 
231,639

 
244,887

 
234,207

 
244,693

_______________________________________________________________________________
(1)
On October 30, 2017, LMS, together with Medallion Midstream Holdings, LLC, which is owned and controlled by an affiliate of the third-party interest holder, The Energy & Minerals Group, completed the sale of 100% of the ownership interests in Medallion Gathering & Processing, LLC, a Texas limited liability company formed on October 12, 2012, which, together with its wholly-owned subsidiaries (collectively, "Medallion"), to an affiliate of Global Infrastructure Partners ("GIP"), for cash consideration of $1.825 billion (the "Medallion Sale"). LMS' net cash proceeds for its 49% ownership interest in Medallion in 2017 were $829.6 million, before post-closing adjustments and taxes, but after deduction of its proportionate share of fees and other expenses associated with the Medallion Sale. On February 1, 2018, closing adjustments were finalized and LMS received additional net cash of $1.7 million for total net cash proceeds before taxes of $831.3 million. The Medallion Sale closed pursuant to the membership interest purchase and sale agreement, which provides for potential post-closing additional cash consideration that is structured based on GIP's realized profit at exit. There can be no assurance as to when and whether the additional consideration will be paid.




7



Laredo Petroleum, Inc.
Condensed consolidated statements of cash flows

 
 
Three months ended September 30,
 
Nine months ended September 30,
(in thousands)
 
2018
 
2017
 
2018

2017
 
 
(unaudited)
 
(unaudited)
Cash flows from operating activities:
 
 

 
 

 
 


 

Net income
 
$
55,050

 
$
11,027

 
$
175,022


$
140,413

Adjustments to reconcile net income to net cash provided by operating activities:
 
 

 
 
 





Deferred income tax expense
 
1,768

 

 
1,768



Depletion, depreciation and amortization
 
55,963

 
41,212

 
152,278


113,327

Non-cash stock-based compensation, net
 
8,733

 
8,966

 
28,748


26,877

Mark-to-market on derivatives:
 
 
 
 
 





(Gain) loss on derivatives, net
 
32,245

 
27,441

 
69,211


(38,127
)
Settlements (paid) received for matured derivatives, net
 
(3,888
)
 
13,635

 
(5,943
)

34,791

Settlements received for early terminations of derivatives, net
 

 

 


4,234

Premiums paid for derivatives
 
(5,455
)
 
(1,448
)
 
(14,930
)

(13,542
)
Other, net(1)
 
3,394

 
786

 
12,338


(1,134
)
Cash flows from operations before changes in assets and liabilities
 
147,810

 
101,619

 
418,492


266,839

(Increase) decrease in current assets and liabilities, net
 
(313
)
 
13,762

 
(9,685
)

5,579

Increase in other noncurrent assets and liabilities, net
 
(1,570
)
 
(231
)
 
(279
)

(367
)
Net cash provided by operating activities
 
145,927

 
115,150

 
408,528


272,051

Cash flows from investing activities:
 
 
 
 
 





Acquisitions of oil and natural gas properties
 

 

 
(16,340
)
 

Capital expenditures:
 
 
 
 
 





Oil and natural gas properties
 
(180,936
)
 
(148,946
)
 
(522,470
)

(381,165
)
Midstream service assets
 
(559
)
 
(5,563
)
 
(5,764
)

(11,680
)
Other fixed assets
 
(980
)
 
(921
)
 
(5,945
)

(3,604
)
Investment in equity method investee(1)
 

 
(24,572
)
 

 
(24,572
)
Proceeds from disposition of equity method investee, net of selling costs(1)
 

 

 
1,655

 

Proceeds from dispositions of capital assets, net of selling costs
 
116

 
687

 
12,433


64,128

Net cash used in investing activities
 
(182,359
)
 
(179,315
)
 
(536,431
)

(356,893
)
Cash flows from financing activities:
 
 
 
 
 





Borrowings on Senior Secured Credit Facility
 
80,000

 
65,000

 
190,000


155,000

Payments on Senior Secured Credit Facility
 
(20,000
)
 
(15,000
)
 
(20,000
)

(70,000
)
Share repurchases
 
(9,837
)
 

 
(97,055
)
 

Other, net
 
72

 
(41
)
 
(6,794
)

(12,012
)
Net cash provided by financing activities
 
50,235

 
49,959

 
66,151


72,988

Net increase (decrease) in cash and cash equivalents
 
13,803

 
(14,206
)
 
(61,752
)

(11,854
)
Cash and cash equivalents, beginning of period
 
36,604

 
35,024

 
112,159


32,672

Cash and cash equivalents, end of period
 
$
50,407

 
$
20,818

 
$
50,407


$
20,818

_______________________________________________________________________________
(1)
See footnote 1 to the condensed consolidated statements of operations.


8


Laredo Petroleum, Inc.
Selected operating data

 
 
Three months ended September 30,
 
Nine months ended September 30,
 
 
2018
 
2017
 
2018
 
2017
 
 
(unaudited)
 
(unaudited)
Sales volumes:
 
 
 
 
 
 
 
 
Oil (MBbl)
 
2,651

 
2,425

 
7,604

 
7,027

NGL (MBbl)
 
1,987

 
1,491

 
5,328

 
4,187

Natural gas (MMcf)
 
11,577

 
9,630

 
32,697

 
26,154

Oil equivalents (MBOE)(1)(2)
 
6,567

 
5,521

 
18,381

 
15,573

Average daily sales volumes (BOE/D)(2)
 
71,382

 
60,011

 
67,330

 
57,044

% Oil(2)
 
40
%
 
44
%
 
41
%
 
45
%
Average sales Realized Prices(2):
 
 
 
 
 
 
 
 
Oil, without derivatives ($/Bbl)(3)
 
$
60.36

 
$
45.44

 
$
61.80

 
$
44.67

NGL, without derivatives ($/Bbl)(3)
 
$
25.57

 
$
18.58

 
$
21.77

 
$
16.32

Natural gas, without derivatives ($/Mcf)(3)
 
$
1.30

 
$
2.04

 
$
1.40

 
$
2.14

Average price, without derivatives ($/BOE)(3)
 
$
34.39

 
$
28.54

 
$
34.38

 
$
28.13

Oil, with derivatives ($/Bbl)(4)
 
$
55.41

 
$
50.72

 
$
57.50

 
$
49.08

NGL, with derivatives ($/Bbl)(4)
 
$
23.99

 
$
17.98

 
$
20.95

 
$
15.90

Natural gas, with derivatives ($/Mcf)(4)
 
$
1.79

 
$
2.10

 
$
1.79

 
$
2.17

Average price, with derivatives ($/BOE)(4)
 
$
32.78

 
$
30.80

 
$
33.04

 
$
30.07

Average costs per BOE sold(2):
 
 
 
 
 
 
 
 
Lease operating expenses
 
$
3.63

 
$
3.55

 
$
3.72

 
$
3.64

Production and ad valorem taxes
 
2.13

 
1.73

 
2.08

 
1.72

Transportation and marketing expenses
 
0.77

 

 
0.36

 

Midstream service expenses
 
0.11

 
0.21

 
0.10

 
0.19

General and administrative:
 
 
 
 
 
 
 
 
Cash
 
2.23

 
2.90

 
2.51

 
2.94

Non-cash stock-based compensation, net
 
1.33

 
1.62

 
1.56

 
1.73

Depletion, depreciation and amortization
 
8.52

 
7.46

 
8.28

 
7.28

Total costs and expenses
 
$
18.72

 
$
17.47

 
$
18.61

 
$
17.50

Cash margins per BOE sold(2):
 
 
 
 
 
 
 
 
Realized
 
$
25.52


$
20.15


$
25.61


$
19.64

Hedged
 
$
23.91


$
22.41


$
24.27


$
21.58

_______________________________________________________________________________
(1)
BOE is calculated using a conversion rate of six Mcf per one Bbl.
(2)
The numbers presented are based on actual results and are not calculated using the rounded numbers presented in the table above.
(3)
Realized oil, NGL and natural gas prices are the actual prices received when control passes to the purchaser/customer adjusted for quality, transportation fees, geographical differentials, marketing bonuses or deductions and other factors affecting the price received at the wellhead. See "Transportation and marketing expenses" under "Average costs per BOE sold" in the table above for costs incurred prior to control passing to the final customer per BOE.
(4)
Price reflects the after-effects of our derivative transactions on our average Realized Prices. Our calculation of such after-effects includes settlements of matured derivatives during the respective periods in accordance with GAAP and an adjustment to reflect premiums incurred previously or upon settlement that are attributable to derivatives that settled during the respective periods.

9


Laredo Petroleum, Inc.
Costs incurred

The following table presents costs incurred in the acquisition, exploration and development of oil and natural gas properties, with asset retirement obligations included in evaluated property acquisition costs and development costs, for the periods presented:
 
 
Three months ended September 30,
 
Nine months ended September 30,
(in thousands)
 
2018
 
2017
 
2018
 
2017
 
 
(unaudited)
 
(unaudited)
Property acquisition costs:
 
 
 
 
 
 
 
 
Evaluated
 
$

 
$

 
$
13,847

 
$

Unevaluated
 

 

 
2,790

 

Exploration costs
 
7,502

 
7,136

 
18,747

 
28,337

Development costs
 
139,748

 
160,359

 
467,582

 
397,255

Total costs incurred
 
$
147,250

 
$
167,495

 
$
502,966

 
$
425,592
































10


Laredo Petroleum, Inc.
Supplemental reconciliations of GAAP to non-GAAP financial measures
Non-GAAP financial measures
The non-GAAP financial measures of Adjusted Net Income and Adjusted EBITDA, as defined by us, may not be comparable to similarly titled measures used by other companies. Therefore, these non-GAAP measures should be considered in conjunction with net income or loss and other performance measures prepared in accordance with GAAP, such as operating income or loss or cash flows from operating activities. Adjusted Net Income and Adjusted EBITDA should not be considered in isolation or as a substitute for GAAP measures, such as net income or loss, operating income or loss or any other GAAP measure of liquidity or financial performance.
Adjusted Net Income
Adjusted Net Income is a non-GAAP financial measure we use to evaluate performance, prior to income tax expense or benefit, mark-to-market on derivatives, premiums paid for derivatives, gains or losses on disposal of assets and other non-recurring income and expenses and after applying adjusted income tax expense. We believe Adjusted Net Income helps investors in the oil and natural gas industry to measure and compare our performance to other oil and natural gas companies by excluding from the calculation items that can vary significantly from company to company depending upon accounting methods, the book value of assets and other non-operational factors.


11


The following table presents a reconciliation of income before income taxes (GAAP) to Adjusted Net Income (non-GAAP):
 
 
Three months ended September 30,
 
Nine months ended September 30,
(in thousands, except per share data)
 
2018
 
2017
 
2018
 
2017
 
 
(unaudited)
 
(unaudited)
Income before income taxes
 
$
56,437

 
$
11,027

 
$
176,409

 
$
140,413

Plus:
 
 
 
 
 
 
 
 
Mark-to-market on derivatives:
 
 
 
 
 
 
 
 
(Gain) loss on derivatives, net
 
32,245

 
27,441

 
69,211

 
(38,127
)
Settlements (paid) received for matured derivatives, net
 
(3,888
)
 
13,635

 
(5,943
)
 
34,791

Settlements received for early terminations of derivatives, net
 

 

 

 
4,234

Premiums paid for derivatives
 
(5,455
)
 
(1,448
)
 
(14,930
)
 
(13,542
)
Loss on disposal of assets, net
 
616

 
991

 
4,591

 
400

Adjusted income before adjusted income tax expense
 
79,955


51,646


229,338


128,169

Adjusted income tax expense(1)
 
(17,590
)

(18,593
)

(50,454
)

(46,141
)
Adjusted Net Income
 
$
62,365


$
33,053


$
178,884


$
82,028

Net income per common share:
 
 
 
 
 
 
 
 
Basic
 
$
0.24

 
$
0.05

 
$
0.75

 
$
0.59

Diluted
 
$
0.24

 
$
0.05

 
$
0.75

 
$
0.57

Adjusted Net Income per common share:
 
 
 
 
 
 
 
 
Basic
 
$
0.27


$
0.14


$
0.77


$
0.34

Diluted
 
$
0.27

 
$
0.13

 
$
0.76

 
$
0.34

Weighted-average common shares outstanding:
 
 
 
 
 
 

 
 

Basic
 
230,605

 
239,306

 
233,228

 
239,017

Diluted
 
231,639

 
244,887

 
234,207

 
244,693

_______________________________________________________________________________
(1)
Adjusted income tax expense is calculated by applying a statutory tax rate of 22% for the three and nine months ended September 30, 2018, in response to recent changes in the tax code, and 36% for the three and nine months ended September 30, 2017.
Adjusted EBITDA
Adjusted EBITDA is a non-GAAP financial measure that we define as net income or loss plus adjustments for income tax expense or benefit, depletion, depreciation and amortization, non-cash stock-based compensation, net, accretion expense, mark-to-market on derivatives, premiums paid for derivatives, interest expense, gains or losses on disposal of assets, income or loss from equity method investee, proportionate Adjusted EBITDA of equity method investee and other non-recurring income and expenses. Adjusted EBITDA provides no information regarding a company's capital structure, borrowings, interest costs, capital expenditures, working capital movement or tax position. Adjusted EBITDA does not represent funds available for discretionary use because those funds are required for debt service, capital expenditures, working capital, income taxes, franchise taxes and other commitments and obligations. However, our management believes Adjusted EBITDA is useful to an investor in evaluating our operating performance because this measure:
is widely used by investors in the oil and natural gas industry to measure a company's operating performance without regard to items excluded from the calculation of such term, which can vary substantially from company to company depending upon accounting methods, the book value of assets, capital structure and the method by which assets were acquired, among other factors;
helps investors to more meaningfully evaluate and compare the results of our operations from period to period by removing the effect of our capital structure from our operating structure; and
  is used by our management for various purposes, including as a measure of operating performance, in presentations to our board of directors and as a basis for strategic planning and forecasting.
There are significant limitations to the use of Adjusted EBITDA as a measure of performance, including the inability to analyze the effect of certain recurring and non-recurring items that materially affect our net income or loss, the lack of comparability of results of operations to different companies and the different methods of calculating Adjusted EBITDA reported by different

12


companies. Our measurements of Adjusted EBITDA for financial reporting as compared to compliance under our debt agreements differ.
The following table presents a reconciliation of net income (GAAP) to Adjusted EBITDA (non-GAAP):
 
 
Three months ended September 30,
 
Nine months ended September 30,
(in thousands)
 
2018
 
2017
 
2018
 
2017
 
 
(unaudited)
 
(unaudited)
Net income
 
$
55,050

 
$
11,027

 
$
175,022

 
$
140,413

Plus:
 
 
 
 
 
 

 
 

Income tax expense
 
1,387

 

 
1,387

 

Depletion, depreciation and amortization
 
55,963

 
41,212

 
152,278

 
113,327

Non-cash stock-based compensation, net
 
8,733

 
8,966

 
28,748

 
26,877

Accretion expense
 
1,114

 
951

 
3,341

 
2,822

Mark-to-market on derivatives:
 
 
 
 
 
 
 
 
(Gain) loss on derivatives, net
 
32,245

 
27,441

 
69,211

 
(38,127
)
Settlements (paid) received for matured derivatives, net
 
(3,888
)
 
13,635

 
(5,943
)
 
34,791

Settlements received for early terminations of derivatives, net
 

 

 

 
4,234

Premiums paid for derivatives
 
(5,455
)
 
(1,448
)
 
(14,930
)
 
(13,542
)
Interest expense
 
14,845

 
23,697

 
42,787

 
69,590

Loss on disposal of assets, net
 
616

 
991

 
4,591

 
400

Income from equity method investee(1)
 

 
(2,371
)
 

 
(7,910
)
Proportionate Adjusted EBITDA of equity method investee(1)(2)
 

 
6,789

 

 
19,755

Adjusted EBITDA
 
$
160,610

 
$
130,890

 
$
456,492

 
$
352,630

_______________________________________________________________________________
(1)
See footnote 1 to the condensed consolidated statements of operations.
(2)
Proportionate Adjusted EBITDA of Medallion, our equity method investee until its sale on October 30, 2017, is calculated as follows:
 
 
Three months ended September 30,
 
Nine months ended September 30,
(in thousands)
 
2018
 
2017
 
2018
 
2017
 
 
(unaudited)
 
(unaudited)
Income from equity method investee
 
$

 
$
2,371

 
$

 
$
7,910

Adjusted for proportionate share of depreciation and amortization
 

 
4,418

 

 
11,845

Proportionate Adjusted EBITDA of equity method investee
 
$

 
$
6,789

 
$

 
$
19,755

# # #

Contacts:
Ron Hagood: (918) 858-5504 - RHagood@laredopetro.com

                
18-12

13
Exhibit
EXHIBIT 99.2

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