The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2019 and our Condensed Consolidated Financial Statements and related notes appearing elsewhere in this Quarterly Report. The following discussion contains "forward-looking statements" that reflect our future plans, estimates, beliefs and expected performance. We caution that assumptions, expectations, projections, intentions, or beliefs about future events may, and often do, vary from actual results and the differences can be material. See "Cautionary Statement Regarding Forward-Looking Statements." We do not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law.

Overview of Our Business

We are an independent exploration and production company engaged in the acquisition and development of oil and natural gas properties in the Appalachian Basin. On February 28, 2019, we completed a business combination (the "BRMR Merger") with Blue Ridge Mountain Resources, Inc. ("BRMR"), and immediately thereafter, we changed our legal name from "Eclipse Resources Corporation" to "Montage Resources Corporation." Except where the context indicates otherwise, the terms "we," "us," "our" or the "Company" as used herein refer, for periods prior to the completion of the BRMR Merger, to Eclipse Resources Corporation and its subsidiaries and, for periods following the completion of the BRMR Merger, to Montage Resources Corporation and its subsidiaries.

As of September 30, 2020, we had assembled an acreage position approximating 233,000 net surface acres in Eastern Ohio, 33,300 net surface acres in Pennsylvania, and 54,300 net surface acres in West Virginia, which excludes any acreage currently pending title.

Approximately 178,600 of our net acres are located in the Utica Shale fairway, which we refer to as the Utica Core Area, and approximately 58,800 net acres of stacked pay opportunity are also prospective for the highly liquids rich area of the Marcellus Shale in Eastern Ohio and West Virginia within what we refer to as our Marcellus Area. We are the operator of approximately 98% of our net acreage within the Utica Core Area and our Marcellus Area. We intend to focus on developing our substantial inventory of horizontal drilling locations during commodity price environments that will allow us to generate attractive returns and will continue to opportunistically add to this acreage position where we can acquire acreage at attractive prices.

As of September 30, 2020, we were not operating any rigs. We had average daily production for the three months ended September 30, 2020 of approximately 602.6 MMcfe comprised of approximately 82% natural gas, 12% NGLs and 6% oil.

The net assets of our subsidiary, Magnum Hunter Production, Inc. ("MHP"), are classified as assets held for sale and liabilities associated with assets held for sale as of September 30, 2020 and 2019. All operations of MHP are reflected as discontinued operations for all periods presented.

Proposed Merger with Southwestern Energy Company

On August 12, 2020, the Company entered into an Agreement and Plan of Merger (the "Southwestern Merger Agreement") with Southwestern Energy Company ("Southwestern"), pursuant to which the Company will merge with and into Southwestern, with Southwestern continuing as the surviving corporation (the "merger"). On the terms and subject to the conditions set forth in the Southwestern Merger Agreement, upon consummation of the merger, each issued and outstanding share of the Company's common stock will be converted into the right to receive 1.8656 shares of Southwestern common stock. Subject to the satisfaction or waiver of the closing conditions set forth in the Southwestern Merger Agreement, the merger is expected to close in the fourth quarter of 2020.

See Note 2-Basis of Presentation to our Condensed Consolidated Financial Statements for more information regarding the merger.

COVID-19

In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic. Governments have tried to slow the spread of the virus by imposing social distancing guidelines, travel restrictions and stay-at-home orders, which have caused a significant decrease in activity in the global economy and the demand for oil, and to a lesser extent, natural gas and NGLs. Late in the second quarter of 2020, certain states and local governments began the measured process of loosening restrictions, allowing businesses to reopen on a limited basis and lifting stay-at-home orders.



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While we did not incur significant disruptions to operations during the three or nine months ended September 30, 2020 as a direct result of the COVID-19 pandemic, we are unable to predict the impact that the COVID-19 pandemic will have on us, including on our financial position, operating results, liquidity and ability to obtain financing, in future reporting periods, due to numerous uncertainties. These uncertainties include the severity of the virus, the duration of the pandemic, governmental or other actions taken to combat the virus (which could include limitations on our operations or the operations of our customers and vendors and other business partners), and the effect that the COVID-19 pandemic will have on the demand for natural gas, NGLs and oil. The health of our employees, customers, contractors and vendors, and our ability to meet staffing needs in our operations and certain critical functions, are vital to our operations, and the effect of the pandemic on these persons and our staffing needs cannot be predicted. Further, the impacts of a potential worsening of global economic conditions and the continued disruptions to, and volatility in, the credit and financial markets as well as other unanticipated consequences remain unknown. In addition, we cannot predict the impact that COVID-19 will have on our customers, vendors and contractors; however, any material effect on these parties could adversely impact us.

Due to the downward oil price movement and demand destruction from the COVID-19 pandemic, we shut-in low margin production in our Utica condensate area in April and May 2020. We have since brought that condensate production back online with the improvement of oil prices and cash margins, and the curtailed production had a negligible impact on our cash flows.

For further information regarding the impact of COVID-19, see Part II, Item 1A of this Quarterly Report.

How We Evaluate Our Operations

In evaluating our current and future financial results, we focus on production and revenue growth, lease operating expense, general and administrative expense (both before and after non-cash stock compensation expense and other unusual or infrequent items) and operating margin per unit of production. In addition to these metrics, we use Adjusted EBITDAX, a non-GAAP measure, to evaluate our financial results. We define Adjusted EBITDAX as net income (loss) before interest expense or interest income; income taxes; write-down of abandoned leases; impairments; depreciation, depletion, amortization and accretion ("DD&A"); gain (loss) on derivative instruments, net cash receipts (payments) on settled commodity derivative instruments, and premiums (paid) received on options that settled during the period; non-cash compensation expense; gain or loss from sale of interest in gas properties; exploration expenses; and other unusual or infrequent items. Adjusted EBITDAX is not a measure of net income as determined by generally accepted accounting principles in United States, or "U.S. GAAP." See -Non-GAAP Financial Measure for more information.

In addition to the operating metrics above, as we grow our reserve base, we will assess our capital spending by calculating our operated proved developed reserves and our operated proved developed finding costs and development costs. We believe that operated proved developed finding and development costs are one of the key measurements of the performance of an oil and gas exploration and production company. We will focus on our operated properties as we control the location, spending and operations associated with drilling these properties. In determining our proved developed finding and development costs, only cash costs incurred in connection with exploration and development will be used in the calculation, while the costs of acquisitions will be excluded because our board approves each material acquisition. In evaluating our proved developed reserve additions, any reserve revisions for changes in commodity prices between years will be excluded from the assessment, but any performance related reserve revisions are included.

We also continually evaluate our rates of return on invested capital in our wells. We believe the quality of our assets combined with our technical and managerial expertise can generate attractive rates of return as we develop our acreage in the Utica Core Area and our Marcellus Area. We review changes in drilling and completion costs, lease operating costs, natural gas, NGLs and oil prices, well productivity, and other factors in order to focus our drilling on the highest rate of return areas within our acreage on a per well basis.

As a result of the closing of the BRMR Merger on February 28, 2019, BRMR's revenues and expenses are included in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the period from March 1, 2019 to September 30, 2019 (See Note 4- Acquisitions) and for all subsequent periods.

Overview of Results for the Three and Nine Months Ended September 30, 2020

During the three months ended September 30, 2020, we achieved the following financial and operating results:



    •   our average daily net production for the three months ended September 30,
        2020 was 602.6 MMcfe per day representing a decrease of 3% over the
        comparable period of the prior year;


    •   commenced drilling 2 gross (1.7 net) operated wells and turned-to-sales 4
        gross (2.4 net) operated wells;


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    •   recognized net loss of ($92.2) million for the three months ended
        September 30, 2020 compared to net income of $4.3 million for the three
        months ended September 30, 2019; and


    •   realized Adjusted EBITDAX of $51.0 million for the three months ended
        September 30, 2020 compared to $83.6 million for three months ended
        September 30, 2019. Adjusted EBITDAX is a non-GAAP financial measure. See
        -Non-GAAP Financial Measure for more information.

During the nine months ended September 30, 2020, we achieved the following financial and operating results:



    •   our average daily net production for the nine months ended September 30,
        2020 was 588.4 MMcfe per day representing an increase of 13% over the
        comparable period of the prior year;


    •   commenced drilling 11 gross (8.7 net) operated wells, commenced
        completions of 11 gross (8.5 net) operated wells and turned-to-sales 14
        gross (11.3 net) operated wells;


    •   recognized net loss of ($158.2) million for the nine months ended
        September 30, 2020 compared to net income of $17.7 million for the nine
        months ended September 30, 2019; and


    •   realized Adjusted EBITDAX of $151.2 million for the nine months ended
        September 30, 2020 compared to $223.5 million for the nine months ended
        September 30, 2019. Adjusted EBITDAX is a non-GAAP financial measure. See
        "-Non-GAAP Financial Measure" for more information.

Prices for various quantities of natural gas, NGLs and oil that we produce significantly impact our revenues and cash flows. Prices for commodities, such as hydrocarbons, are inherently volatile. The following table lists the high, low and average daily and monthly settled NYMEX Henry Hub prices for natural gas and the high, low and average daily NYMEX WTI prices for oil for the three and nine months ended September 30, 2020 and 2019:





                                              Three Months Ended            Nine Months Ended
                                                 September 30,                September 30,
                                              2020           2019           2020          2019
NYMEX Henry Hub High ($/MMBtu)             $     2.57      $    2.75     $     2.57     $    4.25
NYMEX Henry Hub Low ($/MMBtu)                    1.33           2.02           1.33          2.02
Average Daily NYMEX Henry Hub ($/MMBtu)          2.00           2.38           1.87          2.62
Average Monthly Settled NYMEX Henry Hub
($/MMBtu)                                        1.98           2.23           1.88          2.67

NYMEX WTI High ($/Bbl)                     $    43.21      $   63.10     $    63.27     $   66.24
NYMEX WTI Low ($/Bbl)                           36.87          51.14         (36.98 )       46.31
Average Daily NYMEX WTI ($/Bbl)                 40.89          56.34          38.04         57.04




Historically, commodity prices have been extremely volatile, and we expect this volatility to continue for the foreseeable future. A decline in commodity prices could materially and adversely affect our future business, financial condition, results of operations, liquidity or ability to finance planned capital expenditures. We make price assumptions that are used for planning purposes, and a significant portion of our cash outlays, including rent, salaries and noncancelable capital commitments, are largely fixed in nature. Accordingly, if commodity prices are below the expectations on which these commitments were based, our financial results are likely to be adversely and disproportionately affected because these cash outlays are not variable in the short term and cannot be quickly reduced to respond to unanticipated decreases in commodity prices.

The Company is committed to profitably developing its natural gas, NGLs and oil reserves through an environmentally-responsible and cost-effective operational plan. The Company's revenues, earnings, liquidity and ability to grow are substantially dependent on the prices it receives for, and the Company's ability to develop, its reserves. Despite the continued low price commodity environment, the Company believes the long-term outlook for its business is favorable due to the Company's resource base, low cost structure, risk management strategies, and disciplined investment of capital.

It is difficult to quantify the impact of changes in future commodity prices on our reported estimated net proved reserves with any degree of certainty because of the various components and assumptions used in the process. However, to demonstrate the sensitivity of our estimates of natural gas, NGLs and oil reserves to changes in commodity prices, we provided an analysis in our Annual Report on Form 10-K for the year ended December 31, 2019. Further, if we recalculated our reserves using the unweighted arithmetic average first-day-of-the-month price for each of the 12 months in the period ended September 30, 2020 and held all other factors constant, then our estimated net proved reserves at December 31, 2019 would have decreased by approximately 34.2% from our previously reported estimated net proved reserves at such time, including a 9.7% reduction of proved developed reserves and a 63.7% reduction of proved undeveloped reserves. The foregoing estimate is based upon an average SEC benchmark price of $1.97



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per MMBtu for natural gas and $43.63 per Bbl for oil and NGLs. This calculation only isolates the potential impact of commodity prices on our estimated proved reserves and does not account for other factors impacting our estimated proved reserves, such as anticipated drilling and completion costs and our production results since December 31, 2019. There are also numerous uncertainties inherent in the estimation of proved reserves and accounting for oil and natural gas properties in subsequent periods. As such, this calculation is provided for illustrative purposes only and should not be construed as indicative of our final year-end reserve estimation process.

We consider future commodity prices when determining our development plan, but many other factors are also considered. To the extent there is a significant increase or decrease in commodity prices in the future, we will assess the impact on our development plan at that time, and we may respond to such changes by altering our capital budget or our development plan. We plan to fund our development budget with a portion of the cash on hand as of September 30, 2020, cash flows from operations and borrowings under our revolving credit facility.

Results of Operations

The following discussion pertains to our results of operations, including analysis of our continuing operations regarding natural gas, NGLs and oil revenues, production, average product prices and average production costs and expenses for the three and nine months ended September 30, 2020 and 2019. The results of operations of MHP are reflected as discontinued operations for all periods presented.

Three Months Ended September 30, 2020 Compared to Three Months Ended September 30, 2019

Natural Gas, NGLs and Oil Sales, Production and Realized Price Calculations

The following table illustrates the revenue attributable to our operations for the three months ended September 30, 2020 and 2019:





                                               Three Months Ended
                                                  September 30,
                                               2020          2019         Change
Revenues (in thousands)
Natural gas sales                            $  72,926     $  87,841     $ (14,915 )
NGL sales                                       18,439        20,200        (1,761 )
Oil sales                                       17,153        44,980       (27,827 )
Brokered natural gas and marketing revenue       6,831        10,228        (3,397 )
Other revenue                                       56            46            10
Total revenues                               $ 115,405     $ 163,295     $ (47,890 )

Our production decreased by approximately 1.8 Bcfe for the three months ended September 30, 2020 over the same period in 2019 due to natural decline as we decreased drilling activity. Our production for the three months ended September 30, 2020 and 2019 is set forth in the following table:





                                      Three Months Ended
                                         September 30,
                                      2020           2019          Change
Production:
Natural gas (MMcf)                   45,333.6       43,289.9        2,043.7
NGLs (Mbbls)                          1,150.6        1,401.1         (250.5 )
Oil (Mbbls)                             533.3          916.2         (382.9 )
Total (MMcfe)                        55,437.0       57,193.7       (1,756.7 )

Average daily production volume:
Natural gas (Mcf/d)                   492,757        470,542         22,215
NGLs (Bbls/d)                          12,507         15,229         (2,722 )
Oil (Bbls/d)                            5,797          9,959         (4,162 )
Total (Mcfe/d)                        602,576        621,670        (19,094 )




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Our average realized price (including cash settled commodity derivatives and firm transportation) received during the three months ended September 30, 2020 was $1.95 per Mcfe compared to $2.56 per Mcfe during the three months ended September 30, 2019. Because we record transportation costs on two separate bases, as required by U.S. GAAP, we believe computed final realized prices of production volumes should include the total impact of firm transportation expense. Our average realized price (including all cash settled commodity derivatives and firm transportation) calculation also includes all cash settlements for commodity derivatives. Average realized price (excluding cash settled commodity derivatives and firm transportation) does not include commodity derivative settlements or firm transportation, which are reported in transportation, gathering and compression expense on the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). Average realized price (including firm transportation and excluding cash settled commodity derivatives) does include transportation costs where we receive net revenue proceeds from purchasers. Average realized price calculations for the three months ended September 30, 2020 and 2019 are shown below:





                                                    Three Months Ended
                                                       September 30,
                                                   2020             2019          Change
Average realized price (excluding cash
settled commodity
  derivatives and firm transportation)
Natural gas ($/Mcf)                             $      1.61      $     2.03     $    (0.42 )
NGLs ($/Bbl)                                          16.03           14.42           1.61
Oil ($/Bbl)                                           32.16           49.09         (16.93 )
Total average prices ($/Mcfe)                          1.96            2.68          (0.72 )

Average realized price (including cash
settled commodity
  derivatives, excluding firm transportation)
Natural gas ($/Mcf)                             $      1.92      $     2.28     $    (0.36 )
NGLs ($/Bbl)                                          16.00           14.92           1.08
Oil ($/Bbl)                                           40.76           49.53          (8.77 )
Total average prices ($/Mcfe)                          2.30            2.88          (0.58 )

Average realized price (including firm
transportation,
  excluding cash settled commodity
derivatives)
Natural gas ($/Mcf)                             $      1.18      $     1.60     $    (0.42 )
NGLs ($/Bbl)                                          16.03           14.42           1.61
Oil ($/Bbl)                                           32.16           49.09         (16.93 )
Total average prices ($/Mcfe)                          1.61            2.35          (0.74 )

Average realized price (including cash
settled commodity
  derivatives and firm transportation)
Natural gas ($/Mcf)                             $      1.50      $     1.85     $    (0.35 )
NGLs ($/Bbl)                                          16.00           14.92           1.08
Oil ($/Bbl)                                           40.76           49.53          (8.77 )
Total average prices ($/Mcfe)                          1.95            2.56          (0.61 )



Brokered natural gas and marketing revenue was $6.8 million and $10.2 million for the three months ended September 30, 2020 and 2019, respectively. Brokered natural gas and marketing revenue includes revenue received from selling natural gas not related to production and from the release of firm transportation capacity. The decrease for the three months ended September 30, 2020 was due to increased utilization of our firm transportation capacity for operated production during the three months ended September 30, 2020, which resulted in a decrease in the amount of firm transportation that was available for brokered gas transactions or release to third parties.



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Costs and Expenses

We believe some of our expense fluctuations are most accurately analyzed on a unit-of-production, or per Mcfe, basis. The following table presents these expenses for the three months ended September 30, 2020 and 2019:





                                                    Three Months Ended
                                                      September 30,
                                                   2020            2019          Change
Operating expenses (in thousands):
Lease operating                                 $    11,494     $   11,986     $     (492 )
Transportation, gathering and compression            51,961         57,027         (5,066 )
Production and ad valorem taxes                       3,677          1,660          2,017
Depreciation, depletion, amortization and
accretion                                            53,153         45,456          7,697
General and administrative                           12,144         14,580         (2,436 )
Operating expenses per Mcfe:
Lease operating                                 $      0.21     $     0.21     $        -
Transportation, gathering and compression              0.93           0.99          (0.06 )
Production and ad valorem taxes                        0.07           0.03           0.04
Depreciation, depletion, amortization and
accretion                                              0.96           0.79           0.17
General and administrative                             0.22           0.25          (0.03 )



Lease operating expense was $11.5 million in the three months ended September 30, 2020 compared to $12.0 million in the three months ended September 30, 2019. Lease operating expense per Mcfe was $0.21 in each of the three months ended September 30, 2020 and 2019. The decrease of $0.5 million was primarily attributable to a decrease in water disposal costs in the three months ended September 30, 2020. Expenses on a per Mcfe basis were comparable for the three months ended September 30, 2020 compared to the three months ended September 30, 2019. Lease operating expenses include normally recurring expenses to operate and produce our wells, non-recurring workovers and repairs.

Transportation, gathering and compression expense was $52.0 million during the three months ended September 30, 2020 compared to $57.0 million during the three months ended September 30, 2019. Transportation, gathering and compression expense per Mcfe was $0.93 in the three months ended September 30, 2020 compared to $0.99 in the three months ended September 30, 2019. The following table details our transportation, gathering and compression expenses for the three months ended September 30, 2020 and 2019:





                                                              Three Months Ended
                                                                 September 30,
                                                               2020          2019        Change

Transportation, gathering and compression (in thousands): Gathering, compression and fuel

$   16,271     $ 18,346     $ (2,075 )
Processing and fractionation                                    15,218       17,894       (2,676 )
Liquids transportation and stabilization                         1,179        2,320       (1,141 )
Marketing                                                            -            -            -
Firm transportation                                             19,293       18,467          826
                                                            $   51,961     $ 57,027     $ (5,066 )

Transportation, gathering and compression per Mcfe: Gathering, compression and fuel

$     0.29     $   0.32     $  (0.03 )
Processing and fractionation                                      0.27         0.31        (0.04 )
Liquids transportation and stabilization                          0.02         0.04        (0.02 )
Marketing                                                            -            -            -
Firm transportation                                               0.35         0.32         0.03
                                                            $     0.93     $   0.99     $  (0.06 )




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The decrease of $5.1 million to transportation, gathering and compression expenses during the three months ended September 30, 2020 was primarily due to lower contractual rates during the three months ended September 30, 2020. The decrease of $0.06 per Mcfe was primarily due to a higher percentage of production attributable to natural gas and lower contractual rates offset by increased firm transportation expense from lower marketed production during the three months ended September 30, 2020.

Production and ad valorem taxes are paid based on market prices and applicable tax rates. Production and ad valorem taxes were $3.7 million in the three months ended September 30, 2020 compared to $1.7 million in the three months ended September 30, 2019. Production and ad valorem taxes per Mcfe was $0.07 for the three months ended September 30, 2020 compared to $0.03 per Mcfe for the three months ended September 30, 2019. The increase of $2.0 million and $0.04 per Mcfe was primarily due to the recognition of a refund of production taxes from a state taxing authority during the three months ended September 30, 2019, as well as increased well count.

Depreciation, depletion, amortization and accretion was approximately $53.2 million in the three months ended September 30, 2020 compared to $45.5 million in the three months ended September 30, 2019. DD&A per Mcfe was $0.96 for the three months ended September 30, 2020 compared to $0.79 for the three months ended September 30, 2019. DD&A increased on an aggregate basis due to decreased production and on a per Mcfe basis due to a higher depletion rate resulting from reserves increasing at a lower rate than capital costs for the three months ended September 30, 2020.

General and administrative expense was $12.1 million for the three months ended September 30, 2020 compared to $14.6 million for the three months ended September 30, 2019. General and administrative expense per Mcfe was $0.22 in the three months ended September 30, 2020 compared to $0.25 in the three months ended September 30, 2019. The decrease of $2.4 million and $0.03 per Mcfe was related to a decrease in salaries and wages due to lower employee headcounts and a decrease in merger-related expenses during the three months ended September 30, 2020 compared to the three months ended September 30, 2019. General and administrative expenses for the three months ended September 30, 2020 included $1.0 million of stock-based compensation expense and $2.5 million of merger-related expenses. General and administrative expenses for the three months ended September 30, 2019 included $1.1 million of stock-based compensation expense and $3.3 million of merger-related expenses.

Other Operating Expenses

Our total operating expenses also include other expenses that generally do not trend with production. The following table details our other operating expenses for the three months ended September 30, 2020 and 2019:





                                               Three Months Ended
                                                  September 30,
                                                2020          2019        Change
Other operating expenses (in thousands):
Brokered natural gas and marketing expense   $    7,345     $ 10,574     $ (3,229 )
Exploration                                      11,767       16,621       (4,854 )
Rig termination and standby                         303        1,221         (918 )
Gain on sale of assets                              (62 )       (733 )        671



Brokered natural gas and marketing expense was $7.3 million for the three months ended September 30, 2020 compared to $10.6 million for the three months ended September 30, 2019. Brokered natural gas and marketing expenses relate to gas that we buy and sell not relating to production and firm transportation capacity that is marketed to third parties. The decrease for the three months ended September 30, 2020 was due to increased utilization of our firm transportation capacity for operated production during the three months ended September 30, 2020, which resulted in a decrease in the amount of firm transportation that was available for brokered gas transactions or release to third parties.



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Exploration expense was $11.8 million for the three months ended September 30, 2020 compared to $16.6 million for the three months ended September 30, 2019. The following table details our exploration-related expenses for the three months ended September 30, 2020 and 2019:





                                         Three Months Ended
                                            September 30,
                                          2020          2019        Change
Exploration expenses (in thousands):
Geological and geophysical             $       11     $    180     $   (169 )
Delay rentals                                 669        2,327       (1,658 )
Impairment of unproved properties          10,952       14,114       (3,162 )
Dry hole and other                            135            -          135
                                       $   11,767     $ 16,621     $ (4,854 )

Delay rentals were $0.7 million for the three months ended September 30, 2020 compared to $2.3 million for the three months ended September 30, 2019. The decrease in delay rental expense related to the reduction in future drilling activity and concentration of lease renewals in our core acreage area during the three months ended September 30, 2020.

Impairment of unproved properties was $11.0 million for the three months ended September 30, 2020 compared to $14.1 million for the three months ended September 30, 2019. The decrease in impairment charges during the three months ended September 30, 2020 was the result of a decrease in expected leases subject to expiration. As we continue to review our acreage positions and high grade our drilling inventory based on the current price environment, additional leasehold impairments and abandonments may be recorded.

Rig termination and standby expense for the three months ended September 30, 2020 was $0.3 million related primarily to standby costs that we incurred for temporarily suspending our drilling operations for a portion of such period. There was $1.2 million of rig termination and standby expense that related to the reduction in development activity for the three months ended September 30, 2019.

Gain on sale of assets was $0.1 million for the three months ended September 30, 2020 compared to $0.7 million for the three months ended September 30, 2019 due to certain sales of oil and natural gas properties and other assets during the relevant periods.

Other Income (Expense)

Gain (loss) on derivative instruments was a loss of ($40.5) million for the three months ended September 30, 2020 compared to a gain of $15.8 million for the three months ended September 30, 2019, primarily due to changes in commodity prices and interest rates during each period. Cash receipts were approximately $18.9 million and $11.8 million for derivative instruments that settled during the three months ended September 30, 2020 and 2019, respectively.

Interest expense, net was $14.4 million for the three months ended September 30, 2020 compared to $15.2 million for three months ended September 30, 2019. Interest expense decreased primarily due to lower interest rates on borrowings under the revolving credit facility during the three months ended September 30, 2020.

Income tax benefit (expense) was not recognized for the three months ended September 30, 2020 and 2019 due to the Company recording a higher valuation allowance related to its pre-tax losses and reducing the valuation allowance to the extent of pre-tax income.





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Nine Months Ended September 30, 2020 Compared to Nine Months Ended September 30, 2019

Natural Gas, NGLs and Oil Sales, Production and Realized Price Calculations

The following table illustrates the revenue attributable to our operations for the nine months ended September 30, 2020 and 2019:





                                                Nine Months Ended
                                                  September 30,
                                               2020          2019          Change
Revenues (in thousands)
Natural gas sales                            $ 217,604     $ 264,030     $  (46,426 )
NGL sales                                       44,949        60,841        (15,892 )
Oil sales                                       52,918       103,407        (50,489 )
Brokered natural gas and marketing revenue      23,859        31,747         (7,888 )
Other revenue                                      183           307           (124 )
Total revenues                               $ 339,513     $ 460,332     $ (120,819 )

Our production grew by approximately 18.6 Bcfe for the nine months ended September 30, 2020 over the same period in 2019 due to drilling activity and from wells acquired as part of the BRMR Merger. Our production for the nine months ended September 30, 2020 and 2019 is set forth in the following table:





                                        Nine Months Ended
                                          September 30,
                                      2020            2019           Change
Production:
Natural gas (MMcf)                   131,353.1       109,613.9       21,739.2
NGLs (Mbbls)                           3,342.7         3,414.9          (72.2 )
Oil (Mbbls)                            1,635.1         2,083.3         (448.2 )
Total (MMcfe)                        161,219.9       142,603.1       18,616.8

Average daily production volume:
Natural gas (Mcf/d)                    479,391         401,516         77,875
NGLs (Bbls/d)                           12,200          12,509           (309 )
Oil (Bbls/d)                             5,968           7,631         (1,663 )
Total (Mcfe/d)                         588,394         522,356         66,038


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Our average realized price (including cash settled commodity derivatives and firm transportation) received during the nine months ended September 30, 2020 was $1.97 per Mcfe compared to $2.72 per Mcfe during the nine months ended September 30, 2019. Because we record transportation costs on two separate bases, as required by U.S. GAAP, we believe computed final realized prices of production volumes should include the total impact of firm transportation expense. Our average realized price (including all cash settled commodity derivatives and firm transportation) calculation also includes all cash settlements for commodity derivatives. Average realized price (excluding cash settled commodity derivatives and firm transportation) does not include commodity derivative settlements or firm transportation, which are reported in transportation, gathering and compression expense on the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). Average realized price (including firm transportation and excluding cash settled commodity derivatives) does include transportation costs where we receive net revenue proceeds from purchasers. Average realized price calculations for the nine months ended September 30, 2020 and 2019 are shown below:





                                                    Nine Months Ended
                                                      September 30,
                                                   2020            2019          Change
Average realized price (excluding cash
settled commodity
  derivatives and firm transportation)
Natural gas ($/Mcf)                             $      1.66     $     2.41     $    (0.75 )
NGLs ($/Bbl)                                          13.45          17.82          (4.37 )
Oil ($/Bbl)                                           32.36          49.64         (17.28 )
Total average prices ($/Mcfe)                          1.96           3.00          (1.04 )

Average realized price (including cash
settled commodity
  derivatives, excluding firm transportation)
Natural gas ($/Mcf)                             $      2.02     $     2.49     $    (0.47 )
NGLs ($/Bbl)                                          13.70          18.19          (4.49 )
Oil ($/Bbl)                                           40.32          50.15          (9.83 )
Total average prices ($/Mcfe)                          2.34           3.08          (0.74 )

Average realized price (including firm
transportation,
  excluding cash settled commodity
derivatives)
Natural gas ($/Mcf)                             $      1.20     $     1.94     $    (0.74 )
NGLs ($/Bbl)                                          13.45          17.82          (4.37 )
Oil ($/Bbl)                                           32.36          49.64         (17.28 )
Total average prices ($/Mcfe)                          1.59           2.64          (1.05 )

Average realized price (including cash
settled commodity
  derivatives and firm transportation)
Natural gas ($/Mcf)                             $      1.57     $     2.02     $    (0.45 )
NGLs ($/Bbl)                                          13.70          18.19          (4.49 )
Oil ($/Bbl)                                           40.32          50.15          (9.83 )
Total average prices ($/Mcfe)                          1.97           2.72          (0.75 )



Brokered natural gas and marketing revenue was $23.9 million and $31.7 million for the nine months ended September 30, 2020 and 2019, respectively. Brokered natural gas and marketing revenue includes revenue received from selling natural gas not related to production and from the release of firm transportation capacity. The decrease for the nine months ended September 30, 2020 was due to increased utilization of our firm transportation capacity for operated production during the nine months ended September 30, 2020, which resulted in a decrease in the amount of firm transportation that was available for brokered gas transactions or release to third parties.



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Costs and Expenses

We believe some of our expenses are most accurately analyzed on a unit-of-production, or per Mcfe, basis. The following table presents these expenses for the nine months ended September 30, 2020 and 2019:





                                                    Nine Months Ended
                                                      September 30,
                                                   2020           2019          Change
Operating expenses (in thousands)
Lease operating                                 $   33,436     $   29,651     $    3,785

Transportation, gathering and compression 157,472 150,065 7,407 Production and ad valorem taxes

                     10,146          8,519          1,627
Depreciation, depletion, amortization and
accretion                                          140,058        113,950         26,108
General and administrative                          33,594         57,074        (23,480 )
Operating expenses per Mcfe:
Lease operating                                 $     0.21     $     0.21     $        -
Transportation, gathering and compression             0.98           1.04          (0.06 )
Production and ad valorem taxes                       0.06           0.06              -
Depreciation, depletion, amortization and
accretion                                             0.87           0.80           0.07
General and administrative                            0.21           0.40          (0.19 )



Lease operating expense was $33.4 million in the nine months ended September 30, 2020 compared to $29.7 million in the nine months ended September 30, 2019. Lease operating expense per Mcfe was $0.21 in each of the nine months ended September 30, 2020 and 2019. The increase of $3.8 million was primarily attributable to an increase in the number of producing wells in the nine months ended September 30, 2020. Expenses on a per Mcfe basis were comparable for the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019. Lease operating expenses include normally recurring expenses to operate and produce our wells, non-recurring workovers and repairs.

Transportation, gathering and compression expense was $157.5 million during the nine months ended September 30, 2020 compared to $150.1 million during the nine months ended September 30, 2019. Transportation, gathering and compression expense per Mcfe was $0.98 in the nine months ended September 30, 2020 compared to $1.04 in the nine months ended September 30, 2019. The following table details our transportation, gathering and compression expenses for the nine months ended September 30, 2020 and 2019:





                                                               Nine Months Ended
                                                                 September 30,
                                                              2020          2019        Change

Transportation, gathering and compression (in thousands): Gathering, compression and fuel

$  49,255     $  48,014     $ 1,241
Processing and fractionation                                   44,175        44,836        (661 )
Liquids transportation and stabilization                        4,582         5,347        (765 )
Marketing                                                           -           103        (103 )
Firm transportation                                            59,460        51,765       7,695
                                                            $ 157,472     $ 150,065     $ 7,407

Transportation, gathering and compression per Mcfe: Gathering, compression and fuel

$    0.31     $    0.33     $ (0.02 )
Processing and fractionation                                     0.27          0.31       (0.04 )
Liquids transportation and stabilization                         0.03          0.04       (0.01 )
Marketing                                                           -             -           -
Firm transportation                                              0.37          0.36        0.01
                                                            $    0.98     $    1.04     $ (0.06 )

The increase of $7.4 million to transportation, gathering and compression expenses during the nine months ended September 30, 2020 was due to increased production and increased firm transportation capacity during the nine months ended September 30, 2020. The decrease of $0.06 per Mcfe during the nine months ended September 30, 2020 was primarily due to a higher percentage of production attributable to natural gas and lower contractual rates during the nine months ended September 30, 2020.



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Production and ad valorem taxes are paid based on market prices and applicable tax rates. Production and ad valorem taxes were $10.1 million in the nine months ended September 30, 2020 compared to $8.5 million in the nine months ended September 30, 2019. Production and ad valorem taxes per Mcfe were $0.06 in each of the nine months ended September 30, 2020 and 2019. The increase of $1.6 million was primarily due to the recognition of a refund of production taxes from a state taxing authority during the nine months ended September 30, 2019, as well as increased well count.

Depreciation, depletion, amortization and accretion was approximately $140.1 million in the nine months ended September 30, 2020 compared to $114.0 million in the nine months ended September 30, 2019. DD&A per Mcfe was $0.87 in the nine months ended September 30, 2020 compared to $0.80 in the nine months ended September 30, 2019. DD&A increased on an aggregate basis due to increased production and a higher depletion rate in the nine months ended September 30, 2020. DD&A increased on a per Mcfe basis due to a higher depletion rate resulting from reserves increasing at a lower rate than capital costs for the nine months ended September 30, 2020.

General and administrative expense was $33.6 million for the nine months ended September 30, 2020 compared to $57.1 million for the nine months ended September 30, 2019. General and administrative expense per Mcfe was $0.21 in the nine months ended September 30, 2020 compared to $0.40 in the nine months ended September 30, 2019. The decrease of $23.5 million and $0.19 per Mcfe was primarily related to a decrease in merger-related expenses, salaries and wages and stock-based compensation in the nine months ended September 30, 2020. General and administrative expenses for the nine months ended September 30, 2020 included $3.6 million of stock-based compensation expense, $2.7 million of merger-related expenses, and $2.7 million of severance. General and administrative expenses for the nine months ended September 30, 2019 included $7.6 million of stock-based compensation expense and $21.8 million of merger-related expenses.

Other Operating Expenses

Our total operating expenses also include other expenses that generally do not trend with production. The following table details our other operating expenses for the nine months ended September 30, 2020 and 2019:





                                               Nine Months Ended
                                                 September 30,
                                               2020          2019        Change
Other operating expenses (in thousands):
Brokered natural gas and marketing expense   $  24,349     $ 32,017     $  (7,668 )
Exploration                                     34,112       48,602       (14,490 )
Rig termination and standby                        303        1,221          (918 )
Gain on sale of assets                          (1,419 )       (731 )        (688 )



Brokered natural gas and marketing expense was $24.3 million for the nine months ended September 30, 2020 compared to $32.0 million for the nine months ended September 30, 2019. Brokered natural gas and marketing expenses relate to gas purchases that we buy and sell not relating to production and firm transportation capacity that is marketed to third parties. The decrease for the nine months ended September 30, 2020 was due to increased utilization of our firm transportation capacity for operated production during the nine months ended September 30, 2020, which resulted in a decrease in the amount of firm transportation that was available for brokered gas transactions or release to third parties.

Exploration expense was $34.1 million for the nine months ended September 30, 2020 compared to $48.6 million for the nine months ended September 30, 2019. The following table details our exploration-related expenses for the nine months ended September 30, 2020 and 2019:





                                         Nine Months Ended
                                           September 30,
                                         2020          2019        Change
Exploration expenses (in thousands):
Geological and geophysical             $     186     $    643     $    (457 )
Delay rentals                              3,472       11,639        (8,167 )
Impairment of unproved properties         30,311       36,157        (5,846 )
Dry hole and other                           143          163           (20 )
                                       $  34,112     $ 48,602     $ (14,490 )




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Delay rentals were $3.5 million for the nine months ended September 30, 2020 compared to $11.6 million for the nine months ended September 30, 2019. The decrease in delay rental expense related to the reduction in future drilling activity and concentration of lease renewals in our core acreage area during the nine months ended September 30, 2020.

Impairment of unproved properties was $30.3 million for the nine months ended September 30, 2020 compared to $36.2 million for the nine months ended September 30, 2019. The decrease in impairment charges during the nine months ended September 30, 2020 was the result of a decrease in expected leases subject to expirations. As we continue to review our acreage positions and high grade our drilling inventory based on the current price environment, additional leasehold impairments and abandonments may be recorded.

Rig termination and standby expense for the nine months ended September 30, 2020 was $0.3 million related primarily to standby costs that we incurred for temporarily suspending our drilling operations for a portion of such period. There was $1.2 million of rig termination and standby expense that related to the reduction in development activity for the nine months ended September 30, 2019.

Gain on sale of assets was $1.4 million for the nine months ended September 30, 2020 compared to $0.7 million for the nine months ended September 30, 2019 due to certain sales of oil and natural gas properties and other assets during 2020.

Other Income (Expense)

Gain (loss) on derivative instruments was a loss of ($11.3) million for the nine months ended September 30, 2020 compared to a gain of $40.6 million for the nine months ended September 30, 2019, primarily due to changes in commodity prices and interest rates during each period. Cash receipts were approximately $61.9 million and $11.1 million for derivative instruments that settled during the nine months ended September 30, 2020 and 2019, respectively.

Interest expense, net was $44.2 million for the nine months ended September 30, 2020 compared to $44.1 million for the nine months ended September 30, 2019. The increase in interest expense primarily related to our increased borrowings under our revolving credit facility during the nine months ended September 30, 2020.

Income tax benefit (expense) was not recognized for the nine months ended September 30, 2020 and 2019 due to the Company recording a higher valuation allowance related to its pre-tax losses and reducing the valuation allowance to the extent of pre-tax income.

Cash Flows, Capital Resources and Liquidity

Cash Flows

Cash flows from operations are primarily affected by production volumes and commodity prices. Our cash flows from operations also are impacted by changes in working capital. Short-term liquidity needs are satisfied by our operating cash flow, proceeds from asset sales and borrowings under our revolving credit facility. We sell a large portion of our production at the wellhead under floating price contracts.

Nine Months Ended September 30, 2020 Compared to Nine Months Ended September 30, 2019

Net cash provided by operations in the nine months ended September 30, 2020 was $72.8 million compared to $176.3 million in the nine months ended September 30, 2019. The decrease in cash provided by operating activities reflects working capital changes, operating income (loss) and timing of cash receipts and disbursements during the year-over-year comparative periods.

Net cash used in investing activities in the nine months ended September 30, 2020 was $120.9 million compared to $254.7 million in the nine months ended September 30, 2019.

During the nine months ended September 30, 2020, we:



    •   spent $122.0 million on capital expenditures for oil and natural gas
        properties;


  • spent $0.3 million on property and equipment; and


  • received $1.4 million from asset sales.


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During the nine months ended September 30, 2019, we:



    •   spent $268.8 million on capital expenditures for oil and natural gas
        properties;


  • received $1.8 million from asset sales; and


    •   received $12.9 million of cash as part of the assets acquired in the BRMR
        Merger.

Net cash provided by financing activities in the nine months ended September 30, 2020 was $40.0 million compared to $84.0 million in the nine months ended September 30, 2019.

During the nine months ended September 30, 2020, we:



  • borrowed $40.0 million under our revolving credit facility; and


  • borrowed $1.1 million under other notes payable.

During the nine months ended September 30, 2019, we:



  • borrowed $95.0 million under our revolving credit facility;


    •   paid $4.2 million in debt issuance costs associated with the amendment and
        restatement of the Credit Agreement; and


    •   withheld from employees' shares totaling $6.5 million related to the
        settlement of equity compensation awards.

Liquidity and Capital Resources

Our main sources of liquidity and capital resources are internally generated cash flow from operations, asset sales, borrowings under our revolving credit facility and access to the debt and equity capital markets. We must find new and develop existing reserves to maintain and grow our production and cash flows. We accomplish this primarily through successful drilling programs, which require substantial capital expenditures. We periodically review capital expenditures and adjust our budget based on liquidity, drilling results, leasehold acquisition opportunities, and commodity prices. We believe that our existing cash on hand, operating cash flow and available borrowings under our revolving credit facility will be adequate to meet our capital and operating requirements for 2020.

Future success in growing reserves and production will be highly dependent on capital resources available and the success of finding or acquiring additional reserves. We will continue using net cash on hand, cash flows from operations and borrowings under our revolving credit facility to satisfy near-term financial obligations and liquidity needs, and as necessary, we will seek additional sources of debt or equity to fund these requirements. Longer-term cash flows are subject to a number of variables including the level of production and prices we receive for our production as well as various economic conditions that have historically affected the natural gas and oil business. Our ability to expand our reserve base is, in part, dependent on obtaining sufficient capital through internal cash flow, bank borrowings, asset sales or the issuance of debt or equity securities. There can be no assurance that internal cash flow and other capital sources will provide sufficient funds to maintain capital expenditures that we believe are necessary to offset inherent declines in production and proven reserves. Furthermore, no assurance can be made that additional debt or equity financing will be available to us, or if available, will be available on satisfactory terms.

As of September 30, 2020, we were in compliance with all of our debt covenants under the Credit Agreement governing our revolving credit facility and the indenture governing our 8.875% senior unsecured notes due 2023. Further, based on our current forecast and activity levels, we expect to remain in compliance with all such debt covenants for the next 12 months. However, if oil and natural gas prices decrease to lower levels, we are likely to generate lower operating cash flows, which would make it more difficult for us to remain in compliance with all of our debt covenants, including requirements with respect to working capital and leverage ratios. This could negatively impact our ability to maintain sufficient liquidity and access to capital resources.

Credit Arrangements

Long-term debt as of September 30, 2020 and December 31, 2019, excluding discount, totaled $680.5 million and $640.5 million, respectively. Information related to our credit arrangements is described in Note 8-Debt to our Condensed Consolidated Financial Statements and is incorporated herein by reference.



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Commodity Hedging Activities

Our primary market risk exposure is in the prices we receive for our natural gas, NGLs and oil production. Realized pricing is primarily driven by the spot regional market prices applicable to our U.S. natural gas, NGLs and oil production. Pricing for natural gas, NGLs and oil production has been volatile and unpredictable for several years, and we expect this volatility to continue in the future. The prices we receive for production depend on many factors outside of our control, including volatility in the differences between product prices at sales points and the applicable index price.

To mitigate the potential negative impact on our cash flow caused by changes in natural gas, NGLs and oil prices, we may enter into financial commodity derivative contracts to ensure that we receive minimum prices for a portion of our future natural gas production when management believes that favorable future prices can be secured. We typically hedge the NYMEX Henry Hub price for natural gas and the WTI price for oil.

Our hedging activities are intended to support natural gas, NGLs and oil prices at targeted levels and to manage our exposure to price fluctuations. The counterparty is required to make a payment to us for the difference between the floor price specified in the contract and the settlement price, which is based on market prices on the settlement date, if the settlement price is below the floor price. We are required to make a payment to the counterparty for the difference between the ceiling price and the settlement price if the ceiling price is below the settlement price. These contracts may include price swaps whereby we will receive a fixed price for our production and pay a variable market price to the contract counterparty, zero cost collars that set a floor and ceiling price for the hedged production, and puts that require us to pay a premium either up front or at settlement and allow us to receive a fixed price at our option if the put price is above the market price. Information regarding our outstanding derivative contracts as of September 30, 2020 is set forth in Note 6- Derivative Instruments to our Condensed Consolidated Financial Statements.

By using derivative instruments to hedge exposures to changes in commodity prices, we expose ourselves to the credit risk of our counterparties. Credit risk is the potential failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty is expected to owe us, which creates credit risk. To minimize the credit risk in derivative instruments, it is our policy to enter into derivative contracts only with counterparties that are creditworthy financial institutions deemed by management as competent and competitive market makers. The creditworthiness of our counterparties is subject to periodic review. We have derivative instruments in place with Bank of Montreal, BP Energy Company, Capital One N.A., Citibank, Citizens Bank N.A., East West Bank, J Aron, KeyBank N.A., Morgan Stanley, Royal Bank of Canada, and Wells Fargo. We believe all such institutions currently are an acceptable credit risk. As of September 30, 2020, we did not have any past due receivables from such counterparties.





Capital Requirements

Our primary needs for cash are for exploration, development and acquisition of natural gas and oil properties and repayment of principal and interest on outstanding debt. Our Board of Directors approved a capital budget for 2020 of between approximately $190 - $210 million, allocated approximately 95% for drilling and completions activities and approximately 5% for land capital requirements. In March 2020, the Company reduced its 2020 capital budget by approximately $45 million, to $145 - $165 million, allocated approximately 90% for drilling and completions activities and approximately 10% for land and other capital expenditures. In May 2020, the Company reduced its 2020 capital budget by approximately $15 million, to $130 - $150 million and in July 2020, the Company further reduced its 2020 capital budget by another $10 million, to $120 - $140 million. The revised 2020 capital budget is expected to be substantially funded through internally generated cash flows, current cash balances, and borrowings under the revolving credit facility. The actual amount and timing of our future capital expenditures may differ materially from our estimates as a result of, among other things, natural gas, NGLs and oil prices, actual drilling results, the availability of drilling rigs and other services and equipment, and regulatory, technological and competitive developments. A reduction in natural gas, NGLs or oil prices from current levels may result in a further decrease in our actual capital expenditures, which would negatively impact our ability to grow production and our proved reserves as well as our ability to maintain compliance with our debt covenants. Our financing needs may require us to alter or increase our capitalization substantially through the issuance of debt or equity securities, additional borrowings under our revolving credit facility or the sale of assets.

In addition, we may from time to time seek to pay down, retire or repurchase our outstanding debt using cash or through exchanges of other debt or equity securities, in open market purchases, privately negotiated transactions or otherwise. Such transactions, if any, will depend on available funds, prevailing market conditions, our liquidity requirements, contractual restrictions in the Credit Agreement governing our revolving credit facility and other factors.



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Capitalization

As of September 30, 2020 and December 31, 2019, our total debt, excluding debt discount and issuance costs, and capitalization were as follows (in millions):





                             September 30,       December 31,
                                 2020                2019
Senior unsecured notes      $         510.5     $        510.5
Revolving credit facility             170.0              130.0
Stockholders' equity                  842.0              997.1
Total capitalization        $       1,522.5     $      1,637.6


Cash Contractual Obligations

Our contractual obligations include long-term debt, operating leases, drilling commitments, firm transportation, gas processing, gathering, and compression services, fractionation services, marketing agreements and asset retirement obligations. As of September 30, 2020 and December 31, 2019, we did not have significant capital leases, any significant off-balance sheet debt or other such unrecorded obligations, and we have not guaranteed any debt of any unrelated party. Our Condensed Consolidated Balance Sheet as of September 30, 2020 reflects accrued interest payable of $9.9 million, compared to $21.3 million as of December 31, 2019.

During the nine months ended September 30, 2020 we renegotiated certain existing gas gathering contracts into a single new consolidated gas gathering contract. Information related to our revised commitments is set forth in Note 12-Commitments and Contingencies to our Condensed Consolidated Financial Statements and is incorporated herein by reference.

Other

We lease acreage that is generally subject to lease expiration if operations are not commenced within a specified period, generally five years. However, based on our evaluation of prospective economics, including the cost of infrastructure to connect production, we have allowed acreage to expire and will allow additional acreage to expire in the future. To date, our expenditures to comply with environmental or safety regulations have not been a significant component of our cost structure and are not expected to be significant in the future. However, new regulations, enforcement policies, claims for damages or other events could result in significant future costs.

Interest Rates

As of September 30, 2020 and December 31, 2019, we had $510.5 million of senior unsecured notes outstanding, excluding discounts, which bore interest at a fixed cash rate of 8.875% per annum, payable semi-annually.

As of September 30, 2020, we had outstanding borrowings of $170.0 million under our revolving credit facility with interest payable at a variable rate based on LIBOR or the prime rate based on our election at the time of borrowing. We had outstanding borrowings of $130.0 million under our revolving credit facility as of December 31, 2019.

In April 2020, we entered into an interest rate swap with a notional amount of $100 million to manage our exposure to interest rate volatility, as described in Note 6-Derivative Instruments to our Condensed Consolidated Financial Statements and incorporated herein by reference.

Information related to our interest rates is described in Note 8-Debt to our Condensed Consolidated Financial Statements and is incorporated herein by reference.

Off-Balance Sheet Arrangements

We do not currently utilize any off-balance sheet arrangements with unconsolidated entities to enhance our liquidity or capital resource position, or for any other purpose. However, as is customary in the oil and gas industry, we have various contractual work commitments, which are described above under "-Cash Contractual Obligations."

Inflation and Changes in Prices

Our revenues, the value of our assets and our ability to obtain bank loans or additional capital on attractive terms have been and will continue to be affected by changes in natural gas, NGLs and oil prices and the costs to produce our reserves. Natural gas, NGLs and oil prices are subject to significant fluctuations that are beyond our ability to control or predict. Although certain of our costs and expenses are affected by general inflation, it does not normally have a significant effect on our business. We expect our costs in fiscal



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2020 to continue to be a function of supply and demand. Further strengthening of commodity prices could stimulate demand for ancillary services causing service costs to increase. The majority of our service costs is expected to remain flat in 2020 due to previously negotiated drilling, stimulation, and rentals contracts. Along with these contracts, we have secured quality service equipment and tenured personnel to limit our exposure to increasing service costs and improve operational efficiencies.

Non-GAAP Financial Measure

"Adjusted EBITDAX" is a non-GAAP financial measure that we define as net income (loss) before interest expense or interest income; income taxes; write-down of abandoned leases; impairments; DD&A; gain (loss) on derivative instruments, net cash receipts (payments) on settled commodity derivative instruments, and premiums (paid) received on options that settled during the period; non-cash compensation expense; gain or loss from sale of interest in gas properties; exploration expenses; and other unusual or infrequent items set forth in the table below. Adjusted EBITDAX, as used and defined by us, may not be comparable to similarly titled measures employed by other companies and is not a measure of performance calculated in accordance with U.S. GAAP. Adjusted EBITDAX should not be considered in isolation or as a substitute for operating income, net income or loss, cash flows provided by operating, investing and financing activities, or other income or cash flow statement data prepared in accordance with U.S. GAAP. Adjusted EBITDAX provides no information regarding a company's capital structure, borrowings, interest costs, capital expenditures, and working capital movement or tax position. Adjusted EBITDAX does not represent funds available for discretionary use because those funds may be required for debt service, capital expenditures, working capital, income taxes, franchise taxes, exploration expenses, and other commitments and obligations. However, our management team believes Adjusted EBITDAX is useful to an investor in evaluating our financial 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 and 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 team for various purposes, including as a
        measure of operating performance, in presentations to our Board of
        Directors, as a basis for strategic planning and forecasting and by our
        lenders pursuant to covenants under the Credit Agreement governing the
        revolving credit facility and the indenture governing the senior unsecured
        notes.

There are significant limitations to using Adjusted EBITDAX 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 of different companies and the different methods of calculating Adjusted EBITDAX reported by different companies. The following table represents a reconciliation of our net income (loss) to Adjusted EBITDAX for the periods presented:





                                             Three Months Ended           Nine Months Ended
                                                September 30,               September 30,
$ thousands                                  2020          2019            2020         2019
Net income (loss)                          $ (92,200 )   $   4,284     $ (158,227 )   $  17,698
Depreciation, depletion, amortization
and accretion                                 53,153        45,456        140,058       113,950
Exploration expense                           11,767        16,621         34,112        48,602
Rig termination and standby                      303         1,221            303         1,221
Stock-based compensation                         961         1,061          3,585         7,614
Gain on sale of assets                           (62 )        (733 )       (1,419 )        (731 )

(Gain) loss on derivative instruments 40,535 (15,812 ) 11,329 (40,620 ) Net cash receipts on settled commodity derivatives

                                   18,806        11,818         61,829        11,072
Interest expense, net                         14,402        15,192         44,166        44,140
Other income                                      (2 )           -            (19 )          (8 )
Merger-related expenses                        2,520         3,291          2,696        21,812
(Income) loss from discontinued
operations(1)                                    801         1,237         10,092        (1,286 )
Severance                                          -             -          2,681             -
Adjusted EBITDAX                           $  50,984     $  83,636     $  151,186     $ 223,464




   (1) We recorded a $6.8 million impairment of proved properties held for sale
       during the nine months ended September 30, 2020. See Note 5-Assets Held for
       Sale and Discontinued Operations.


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Critical Accounting Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our Condensed Consolidated Financial Statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. See our Annual Report on Form 10-K for further discussion of our critical accounting policies.

Recent Accounting Pronouncements

The Company's critical accounting policies are described in Note 2-Summary of Significant Accounting Policies of the Consolidated Financial Statements for the year ended December 31, 2019 contained in the Company's Annual Report on Form 10-K. Information related to recent accounting pronouncements is described in Note 3-Summary of Significant Accounting Policies to our Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q and is incorporated herein by reference.

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