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Share Name | Share Symbol | Market | Type |
---|---|---|---|
HighPoint Resources Corporation | NYSE:HPR | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 4.73 | 0 | 01:00:00 |
þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from
|
|
to
|
|
Delaware
|
|
82-3620361
|
(State or other jurisdiction of
incorporation or organization)
|
|
(IRS Employer
Identification No.)
|
Securities registered pursuant to Section 12(b) of the Act:
|
||||
|
|
|
|
|
Title of each class
|
|
Trading Symbol
|
|
Name of each exchange on which registered
|
Common stock, $0.001 par value
|
|
HPR
|
|
New York Stock Exchange
|
Large accelerated filer
|
|
o
|
|
Accelerated filer
|
|
þ
|
Non-accelerated filer
|
|
o
|
|
Smaller reporting company
|
|
o
|
|
|
|
|
Emerging growth company
|
|
o
|
|
|
|
|
|
|
Item 1.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
|
|
|
||
|
|
|
Item 1.
|
||
Item 1A.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
Item 5.
|
||
Item 6.
|
||
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
(in thousands, except share data)
|
||||||
Assets:
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
44,658
|
|
|
$
|
32,774
|
|
Accounts receivable, net of allowance for doubtful accounts
|
57,473
|
|
|
72,943
|
|
||
Derivative assets
|
1,419
|
|
|
81,166
|
|
||
Prepayments and other current assets
|
3,495
|
|
|
2,898
|
|
||
Total current assets
|
107,045
|
|
|
189,781
|
|
||
Property and equipment - at cost, successful efforts method for oil and gas properties:
|
|
|
|
||||
Proved oil and gas properties
|
2,296,671
|
|
|
2,195,310
|
|
||
Unproved oil and gas properties, excluded from amortization
|
490,868
|
|
|
468,208
|
|
||
Furniture, equipment and other
|
29,675
|
|
|
20,662
|
|
||
|
2,817,214
|
|
|
2,684,180
|
|
||
Accumulated depreciation, depletion, amortization and impairment
|
(721,054
|
)
|
|
(654,657
|
)
|
||
Total property and equipment, net
|
2,096,160
|
|
|
2,029,523
|
|
||
Derivative assets
|
3,939
|
|
|
27,289
|
|
||
Other noncurrent assets
|
5,392
|
|
|
5,867
|
|
||
Total
|
$
|
2,212,536
|
|
|
$
|
2,252,460
|
|
Liabilities and Stockholders' Equity:
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Accounts payable and accrued liabilities
|
$
|
135,762
|
|
|
$
|
131,379
|
|
Amounts payable to oil and gas property owners
|
44,886
|
|
|
55,792
|
|
||
Production taxes payable
|
63,257
|
|
|
59,155
|
|
||
Derivative liabilities
|
5,850
|
|
|
—
|
|
||
Current portion of long-term debt
|
—
|
|
|
1,859
|
|
||
Total current liabilities
|
249,755
|
|
|
248,185
|
|
||
Long-term debt, net of debt issuance costs
|
687,768
|
|
|
617,387
|
|
||
Asset retirement obligations
|
27,324
|
|
|
27,330
|
|
||
Deferred income taxes
|
109,823
|
|
|
139,534
|
|
||
Other noncurrent liabilities
|
21,391
|
|
|
7,926
|
|
||
Commitments and contingencies (Note 12)
|
|
|
|
||||
Stockholders' Equity:
|
|
|
|
||||
Common stock, $0.001 par value; authorized 400,000,000 shares; 213,761,384 and 212,477,101 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively, with 3,431,780 and 2,912,166 shares subject to restrictions, respectively
|
210
|
|
|
210
|
|
||
Additional paid-in capital
|
1,772,336
|
|
|
1,771,730
|
|
||
Retained earnings (accumulated deficit)
|
(656,071
|
)
|
|
(559,842
|
)
|
||
Treasury stock, at cost: zero shares at March 31, 2019 and December 31, 2018
|
—
|
|
|
—
|
|
||
Total stockholders' equity
|
1,116,475
|
|
|
1,212,098
|
|
||
Total
|
$
|
2,212,536
|
|
|
$
|
2,252,460
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands, except share and per share data)
|
||||||
Operating Revenues:
|
|
|
|
||||
Oil, gas and NGL production
|
$
|
101,705
|
|
|
$
|
80,831
|
|
Other operating revenues, net
|
275
|
|
|
(21
|
)
|
||
Total operating revenues
|
101,980
|
|
|
80,810
|
|
||
Operating Expenses:
|
|
|
|
||||
Lease operating expense
|
11,277
|
|
|
6,251
|
|
||
Gathering, transportation and processing expense
|
1,723
|
|
|
419
|
|
||
Production tax expense
|
3,893
|
|
|
5,175
|
|
||
Exploration expense
|
25
|
|
|
13
|
|
||
Impairment, dry hole costs and abandonment expense
|
322
|
|
|
317
|
|
||
(Gain) loss on sale of properties
|
(5
|
)
|
|
408
|
|
||
Depreciation, depletion and amortization
|
72,610
|
|
|
40,985
|
|
||
Unused commitments
|
4,469
|
|
|
4,538
|
|
||
General and administrative expense
|
12,660
|
|
|
10,107
|
|
||
Merger transaction expense
|
2,414
|
|
|
4,763
|
|
||
Other operating expenses, net
|
(24
|
)
|
|
39
|
|
||
Total operating expenses
|
109,364
|
|
|
73,015
|
|
||
Operating Income (Loss)
|
(7,384
|
)
|
|
7,795
|
|
||
Other Income and Expense:
|
|
|
|
||||
Interest and other income
|
314
|
|
|
691
|
|
||
Interest expense
|
(13,679
|
)
|
|
(13,090
|
)
|
||
Commodity derivative gain (loss)
|
(105,191
|
)
|
|
(20,333
|
)
|
||
Total other income and expense
|
(118,556
|
)
|
|
(32,732
|
)
|
||
Income (Loss) before Income Taxes
|
(125,940
|
)
|
|
(24,937
|
)
|
||
(Provision for) Benefit from Income Taxes
|
29,711
|
|
|
—
|
|
||
Net Income (Loss)
|
$
|
(96,229
|
)
|
|
$
|
(24,937
|
)
|
Net Income (Loss) Per Common Share, Basic
|
$
|
(0.46
|
)
|
|
$
|
(0.20
|
)
|
Net Income (Loss) Per Common Share, Diluted
|
$
|
(0.46
|
)
|
|
$
|
(0.20
|
)
|
Weighted Average Common Shares Outstanding, Basic
|
209,931,744
|
|
|
123,595,553
|
|
||
Weighted Average Common Shares Outstanding, Diluted
|
209,931,744
|
|
|
123,595,553
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Operating Activities:
|
|
|
|
||||
Net Income (Loss)
|
$
|
(96,229
|
)
|
|
$
|
(24,937
|
)
|
Adjustments to reconcile to net cash provided by operations:
|
|
|
|
||||
Depreciation, depletion and amortization
|
72,610
|
|
|
40,985
|
|
||
Deferred income taxes
|
(29,711
|
)
|
|
—
|
|
||
Impairment, dry hole costs and abandonment expense
|
322
|
|
|
317
|
|
||
Commodity derivative (gain) loss
|
105,191
|
|
|
20,333
|
|
||
Settlements of commodity derivatives
|
4,649
|
|
|
(8,388
|
)
|
||
Stock compensation and other non-cash charges
|
4,318
|
|
|
835
|
|
||
Amortization of deferred financing costs
|
640
|
|
|
563
|
|
||
(Gain) loss on sale of properties
|
(5
|
)
|
|
408
|
|
||
Change in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
15,470
|
|
|
9,166
|
|
||
Prepayments and other assets
|
(72
|
)
|
|
(111
|
)
|
||
Accounts payable, accrued and other liabilities
|
7,304
|
|
|
822
|
|
||
Amounts payable to oil and gas property owners
|
(10,906
|
)
|
|
9,609
|
|
||
Production taxes payable
|
4,102
|
|
|
4,715
|
|
||
Net cash provided by (used in) operating activities
|
77,683
|
|
|
54,317
|
|
||
Investing Activities:
|
|
|
|
||||
Additions to oil and gas properties, including acquisitions
|
(130,862
|
)
|
|
(88,854
|
)
|
||
Additions of furniture, equipment and other
|
(1,309
|
)
|
|
(122
|
)
|
||
Repayment of debt associated with merger, net of cash acquired
|
—
|
|
|
(53,357
|
)
|
||
Other investing activities
|
(273
|
)
|
|
(157
|
)
|
||
Net cash provided by (used in) investing activities
|
(132,444
|
)
|
|
(142,490
|
)
|
||
Financing Activities:
|
|
|
|
||||
Proceeds from debt
|
70,000
|
|
|
—
|
|
||
Principal payments on debt
|
(1,859
|
)
|
|
(116
|
)
|
||
Other financing activities
|
(1,496
|
)
|
|
(1,485
|
)
|
||
Net cash provided by (used in) financing activities
|
66,645
|
|
|
(1,601
|
)
|
||
Increase (Decrease) in Cash and Cash Equivalents
|
11,884
|
|
|
(89,774
|
)
|
||
Beginning Cash and Cash Equivalents
|
32,774
|
|
|
314,466
|
|
||
Ending Cash and Cash Equivalents
|
$
|
44,658
|
|
|
$
|
224,692
|
|
|
Common
Stock |
|
Additional
Paid-In Capital |
|
Retained
Earnings (Accumulated Deficit) |
|
Treasury
Stock |
|
Total
Stockholders' Equity |
||||||||||
Balance at December 31, 2017
|
$
|
109
|
|
|
$
|
1,279,507
|
|
|
$
|
(681,062
|
)
|
|
$
|
—
|
|
|
$
|
598,554
|
|
Restricted stock activity and shares exchanged for tax withholding
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,462
|
)
|
|
(1,462
|
)
|
|||||
Stock-based compensation
|
—
|
|
|
4,185
|
|
|
—
|
|
|
—
|
|
|
4,185
|
|
|||||
Retirement of treasury stock
|
—
|
|
|
(1,462
|
)
|
|
—
|
|
|
1,462
|
|
|
—
|
|
|||||
Issuance of common stock, merger
|
100
|
|
|
483,900
|
|
|
—
|
|
|
—
|
|
|
484,000
|
|
|||||
Net income (loss)
|
—
|
|
|
—
|
|
|
(24,937
|
)
|
|
—
|
|
|
(24,937
|
)
|
|||||
Balance at March 31, 2018
|
$
|
209
|
|
|
$
|
1,766,130
|
|
|
$
|
(705,999
|
)
|
|
$
|
—
|
|
|
$
|
1,060,340
|
|
Restricted stock activity and shares exchanged for tax withholding
|
—
|
|
|
—
|
|
|
—
|
|
|
(28
|
)
|
|
(28
|
)
|
|||||
Stock-based compensation
|
—
|
|
|
1,797
|
|
|
—
|
|
|
—
|
|
|
1,797
|
|
|||||
Retirement of treasury stock
|
—
|
|
|
(28
|
)
|
|
—
|
|
|
28
|
|
|
—
|
|
|||||
Net income (loss)
|
—
|
|
|
—
|
|
|
(46,906
|
)
|
|
—
|
|
|
(46,906
|
)
|
|||||
Balance at June 30, 2018
|
$
|
209
|
|
|
$
|
1,767,899
|
|
|
$
|
(752,905
|
)
|
|
$
|
—
|
|
|
$
|
1,015,203
|
|
Restricted stock activity and shares exchanged for tax withholding
|
1
|
|
|
—
|
|
|
—
|
|
|
(43
|
)
|
|
(42
|
)
|
|||||
Stock-based compensation
|
—
|
|
|
1,996
|
|
|
—
|
|
|
—
|
|
|
1,996
|
|
|||||
Retirement of treasury stock
|
—
|
|
|
(43
|
)
|
|
—
|
|
|
43
|
|
|
—
|
|
|||||
Net income (loss)
|
—
|
|
|
—
|
|
|
(29,360
|
)
|
|
—
|
|
|
(29,360
|
)
|
|||||
Balance at September 30, 2018
|
$
|
210
|
|
|
$
|
1,769,852
|
|
|
$
|
(782,265
|
)
|
|
$
|
—
|
|
|
$
|
987,797
|
|
Restricted stock activity and shares exchanged for tax withholding
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
|||||
Stock-based compensation
|
—
|
|
|
1,880
|
|
|
—
|
|
|
—
|
|
|
1,880
|
|
|||||
Retirement of treasury stock
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
2
|
|
|
—
|
|
|||||
Net income (loss)
|
—
|
|
|
—
|
|
|
222,423
|
|
|
—
|
|
|
222,423
|
|
|||||
Balance at December 31, 2018
|
$
|
210
|
|
|
$
|
1,771,730
|
|
|
$
|
(559,842
|
)
|
|
$
|
—
|
|
|
$
|
1,212,098
|
|
Restricted stock activity and shares exchanged for tax withholding
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,484
|
)
|
|
(1,484
|
)
|
|||||
Stock-based compensation
|
—
|
|
|
2,090
|
|
|
—
|
|
|
—
|
|
|
2,090
|
|
|||||
Retirement of treasury stock
|
—
|
|
|
(1,484
|
)
|
|
—
|
|
|
1,484
|
|
|
—
|
|
|||||
Net income (loss)
|
—
|
|
|
—
|
|
|
(96,229
|
)
|
|
—
|
|
|
(96,229
|
)
|
|||||
Balance at March 31, 2019
|
$
|
210
|
|
|
$
|
1,772,336
|
|
|
$
|
(656,071
|
)
|
|
$
|
—
|
|
|
$
|
1,116,475
|
|
|
As of March 31, 2019
|
|
As of December 31, 2018
|
||||
|
(in thousands)
|
||||||
Oil, gas and NGL sales
|
$
|
45,626
|
|
|
$
|
44,860
|
|
Due from joint interest owners
|
10,543
|
|
|
27,435
|
|
||
Other
|
1,410
|
|
|
754
|
|
||
Allowance for doubtful accounts
|
(106
|
)
|
|
(106
|
)
|
||
Total accounts receivable
|
$
|
57,473
|
|
|
$
|
72,943
|
|
|
As of March 31, 2019
|
|
As of December 31, 2018
|
||||
|
(in thousands)
|
||||||
Proved properties
|
$
|
667,346
|
|
|
$
|
663,485
|
|
Wells and related equipment and facilities
|
1,518,824
|
|
|
1,438,092
|
|
||
Support equipment and facilities
|
88,901
|
|
|
75,392
|
|
||
Materials and supplies
|
21,600
|
|
|
18,341
|
|
||
Total proved oil and gas properties
|
$
|
2,296,671
|
|
|
$
|
2,195,310
|
|
Unproved properties
|
328,377
|
|
|
328,409
|
|
||
Wells and facilities in progress
|
162,491
|
|
|
139,799
|
|
||
Total unproved oil and gas properties, excluded from amortization
|
$
|
490,868
|
|
|
$
|
468,208
|
|
Accumulated depreciation, depletion, amortization and impairment
|
(714,237
|
)
|
|
(642,645
|
)
|
||
Total oil and gas properties, net
|
$
|
2,073,302
|
|
|
$
|
2,020,873
|
|
|
As of March 31, 2019
|
|
As of December 31, 2018
|
||||
|
(in thousands)
|
||||||
Accrued drilling, completion and facility costs
|
$
|
92,905
|
|
|
$
|
69,830
|
|
Accrued lease operating, gathering, transportation and processing expenses
|
7,308
|
|
|
6,970
|
|
||
Accrued general and administrative expenses
|
6,513
|
|
|
8,774
|
|
||
Accrued interest payable
|
18,930
|
|
|
6,758
|
|
||
Accrued merger transaction expenses
|
682
|
|
|
550
|
|
||
Prepayments from partners
|
794
|
|
|
862
|
|
||
Trade payables
|
1,192
|
|
|
31,057
|
|
||
Operating lease liability
|
517
|
|
|
—
|
|
||
Other
|
6,921
|
|
|
6,578
|
|
||
Total accounts payable and other accrued liabilities
|
$
|
135,762
|
|
|
$
|
131,379
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands, except per share amounts)
|
||||||
Net income (loss)
|
$
|
(96,229
|
)
|
|
$
|
(24,937
|
)
|
Basic weighted-average common shares outstanding in period
|
209,932
|
|
|
123,596
|
|
||
Diluted weighted-average common shares outstanding in period
|
209,932
|
|
|
123,596
|
|
||
Basic net income (loss) per common share
|
$
|
(0.46
|
)
|
|
$
|
(0.20
|
)
|
Diluted net income (loss) per common share
|
$
|
(0.46
|
)
|
|
$
|
(0.20
|
)
|
•
|
not to recognize lease assets or liabilities on the balance sheet when lease terms are less than 12 months,
|
•
|
carryforward previous conclusions related to current lease classification under the previous lease accounting standard to lease classification for these existing leases under ASC 842,
|
•
|
exclude from evaluation under ASC 842 land easements that existed or expired before adoption of ASC 842, and
|
•
|
to combine lease and non-lease components for certain asset classes.
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Cash paid for interest
|
$
|
868
|
|
|
$
|
395
|
|
Cash paid for income taxes
|
—
|
|
|
—
|
|
||
Cash paid for amounts included in the measurements of lease liabilities:
|
|
|
|
||||
Operating cash flows from operating leases
|
229
|
|
|
—
|
|
||
Non-cash operating activities:
|
|
|
|
||||
Right-of-use assets obtained in exchange for lease obligations
|
|
|
|
||||
Operating leases
(1)
|
14,667
|
|
|
—
|
|
||
Non-cash investing and financing activities:
|
|
|
|
||||
Accrued liabilities - oil and gas properties
|
92,702
|
|
|
67,047
|
|
||
Change in asset retirement obligations, net of disposals
|
933
|
|
|
7,513
|
|
||
Retirement of treasury stock
|
(1,484
|
)
|
|
(1,462
|
)
|
||
Issuance of common stock for Merger
|
—
|
|
|
484,000
|
|
(1)
|
Excludes the reclassifications of lease incentives and deferred rent balances.
|
|
|
March 19, 2018
|
||
|
|
(in thousands)
|
||
Purchase Price:
|
|
|
||
Fair value of common stock issued
|
|
$
|
484,000
|
|
Plus: Repayment of Fifth Creek debt
|
|
53,900
|
|
|
Total purchase price
|
|
537,900
|
|
|
|
|
|
||
Plus Liabilities Assumed:
|
|
|
||
Accounts payable and accrued liabilities
|
|
25,782
|
|
|
Current unfavorable contract
|
|
2,651
|
|
|
Other current liabilities
|
|
13,797
|
|
|
Asset retirement obligations
|
|
7,361
|
|
|
Long-term deferred tax liability
|
|
137,707
|
|
|
Long-term unfavorable contract
|
|
4,449
|
|
|
Other noncurrent liabilities
|
|
2,354
|
|
|
Total purchase price plus liabilities assumed
|
|
$
|
732,001
|
|
|
|
|
||
Fair Value of Assets Acquired:
|
|
|
||
Cash
|
|
543
|
|
|
Accounts receivable
|
|
7,831
|
|
|
Oil and Gas Properties:
|
|
|
||
Proved oil and gas properties
|
|
105,702
|
|
|
Unproved oil and gas properties
|
|
609,568
|
|
|
Asset retirement obligations
|
|
7,361
|
|
|
Furniture, equipment and other
|
|
931
|
|
|
Other noncurrent assets
|
|
65
|
|
|
Total asset value
|
|
$
|
732,001
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands, except per share data)
|
||||||
Revenues
|
$
|
101,980
|
|
|
$
|
96,742
|
|
Net Income (Loss)
|
(93,815
|
)
|
|
(24,104
|
)
|
||
Net Income (Loss) per Common Share, Basic
|
(0.45
|
)
|
|
(0.12
|
)
|
||
Net Income (Loss) per Common Share, Diluted
|
(0.45
|
)
|
|
(0.12
|
)
|
|
|
As of March 31, 2019
|
|
As of December 31, 2018
|
||||||||||||||||||||
|
Maturity Date
|
Principal
|
|
Debt Issuance Costs
|
|
Carrying
Amount
|
|
Principal
|
|
Debt Issuance Costs
|
|
Carrying
Amount
|
||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||
Amended Credit Facility
(1)
|
September 14, 2023
|
$
|
70,000
|
|
|
$
|
—
|
|
|
$
|
70,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
7.0% Senior Notes
(2)
|
October 15, 2022
|
350,000
|
|
|
(3,000
|
)
|
|
347,000
|
|
|
350,000
|
|
|
(3,210
|
)
|
|
346,790
|
|
||||||
8.75% Senior Notes
(3)
|
June 15, 2025
|
275,000
|
|
|
(4,232
|
)
|
|
270,768
|
|
|
275,000
|
|
|
(4,403
|
)
|
|
270,597
|
|
||||||
Lease Financing Obligation
(4)
|
August 10, 2020
|
—
|
|
|
—
|
|
|
—
|
|
|
1,859
|
|
|
—
|
|
|
1,859
|
|
||||||
Total Debt
|
|
$
|
695,000
|
|
|
$
|
(7,232
|
)
|
|
$
|
687,768
|
|
|
$
|
626,859
|
|
|
$
|
(7,613
|
)
|
|
$
|
619,246
|
|
Less: Current Portion of Long-Term Debt
(5)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,859
|
|
|
—
|
|
|
1,859
|
|
||||||
Total Long-Term Debt
|
|
$
|
695,000
|
|
|
$
|
(7,232
|
)
|
|
$
|
687,768
|
|
|
$
|
625,000
|
|
|
$
|
(7,613
|
)
|
|
$
|
617,387
|
|
(1)
|
The recorded value of the Amended Credit Facility approximates its fair value due to its floating rate structure and on financing terms currently available to the Company.
|
(2)
|
The aggregate estimated fair value of the
7.0%
Senior Notes was approximately
$332.7 million
and
$329.7 million
as of
March 31, 2019
and
December 31, 2018
, respectively, based on reported market trades of these instruments.
|
(3)
|
The aggregate estimated fair value of the
8.75%
Senior Notes was approximately
$263.3 million
and
$264.7 million
as of
March 31, 2019
and
December 31, 2018
, respectively, based on reported market trades of these instruments.
|
(4)
|
The aggregate estimated fair value of the Lease Financing Obligation was approximately
$1.8 million
as of
December 31, 2018
, based on market-based parameters of comparable term secured financing instruments. The Company exercised the early buyout option and purchased the equipment for
$1.8 million
on February 10, 2019.
|
(5)
|
As of
December 31, 2018
, the current portion of long-term debt included the Lease Financing Obligation, which was settled on February 10, 2019.
|
As of December 31, 2018
|
$
|
29,655
|
|
Liabilities incurred
|
864
|
|
|
Liabilities settled
|
(258
|
)
|
|
Disposition of properties
|
(73
|
)
|
|
Accretion expense
|
384
|
|
|
Revisions to estimate
|
400
|
|
|
As of March 31, 2019
|
$
|
30,972
|
|
Less: Current asset retirement obligations
|
3,648
|
|
|
Long-term asset retirement obligations
|
$
|
27,324
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(in thousands)
|
||||||||||||||
As of March 31, 2019
|
|
|
|
|
|
|
|
||||||||
Financial Assets
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
37,762
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
37,762
|
|
Deferred compensation plan
|
1,679
|
|
|
—
|
|
|
—
|
|
|
1,679
|
|
||||
Commodity derivatives
|
—
|
|
|
15,431
|
|
|
—
|
|
|
15,431
|
|
||||
Financial Liabilities
|
|
|
|
|
|
|
|
||||||||
Commodity derivatives
|
—
|
|
|
16,817
|
|
|
—
|
|
|
16,817
|
|
||||
As of December 31, 2018
|
|
|
|
|
|
|
|
||||||||
Financial Assets
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
12,188
|
|
|
—
|
|
|
—
|
|
|
12,188
|
|
||||
Deferred compensation plan
|
1,392
|
|
|
—
|
|
|
—
|
|
|
1,392
|
|
||||
Commodity derivatives
|
—
|
|
|
109,494
|
|
|
—
|
|
|
109,494
|
|
||||
Financial Liabilities
|
|
|
|
|
|
|
|
||||||||
Commodity derivatives
|
—
|
|
|
1,039
|
|
|
—
|
|
|
1,039
|
|
|
|
As of March 31, 2019
|
||||||||||
Balance Sheet
|
|
Gross Amounts of
Recognized Assets |
|
Gross Amounts
Offset in the Balance Sheet |
|
Net Amounts of
Assets Presented in the Balance Sheet |
||||||
|
|
(in thousands)
|
||||||||||
Derivative assets (current)
|
|
$
|
9,815
|
|
|
$
|
(8,396
|
)
|
(1)
|
$
|
1,419
|
|
Derivative assets (noncurrent)
|
|
5,616
|
|
|
(1,677
|
)
|
(1)
|
3,939
|
|
|||
Total derivative assets
|
|
$
|
15,431
|
|
|
$
|
(10,073
|
)
|
|
$
|
5,358
|
|
|
|
|
|
|
|
|
||||||
|
|
Gross Amounts of
Recognized Liabilities |
|
Gross Amounts
Offset in the Balance Sheet |
|
Net Amounts of
Liabilities Presented in the Balance Sheet |
||||||
|
|
(in thousands)
|
||||||||||
Derivative liabilities
|
|
$
|
(14,246
|
)
|
|
$
|
8,396
|
|
(1)
|
$
|
(5,850
|
)
|
Other noncurrent liabilities
|
|
(2,571
|
)
|
|
1,677
|
|
(1)
|
(894
|
)
|
|||
Total derivative liabilities
|
|
$
|
(16,817
|
)
|
|
$
|
10,073
|
|
|
$
|
(6,744
|
)
|
|
|
|
|
|
|
|
||||||
|
|
As of December 31, 2018
|
||||||||||
Balance Sheet
|
|
Gross Amounts of
Recognized Assets |
|
Gross Amounts
Offset in the Balance Sheet |
|
Net Amounts of
Assets Presented in the Balance Sheet |
||||||
|
|
(in thousands)
|
||||||||||
Derivative assets (current)
|
|
$
|
82,205
|
|
|
$
|
(1,039
|
)
|
(1)
|
$
|
81,166
|
|
Derivative assets (noncurrent)
|
|
27,289
|
|
|
—
|
|
(1)
|
27,289
|
|
|||
Total derivative assets
|
|
$
|
109,494
|
|
|
$
|
(1,039
|
)
|
|
$
|
108,455
|
|
|
|
|
|
|
|
|
||||||
|
|
Gross Amounts of
Recognized Liabilities |
|
Gross Amounts
Offset in the Balance Sheet |
|
Net Amounts of
Liabilities Presented in the Balance Sheet |
||||||
|
|
(in thousands)
|
||||||||||
Derivative liabilities
|
|
$
|
(1,039
|
)
|
|
$
|
1,039
|
|
(1)
|
$
|
—
|
|
Other noncurrent liabilities
|
|
—
|
|
|
—
|
|
(1)
|
—
|
|
|||
Total derivative liabilities
|
|
$
|
(1,039
|
)
|
|
$
|
1,039
|
|
|
$
|
—
|
|
(1)
|
Asset and liability balances with the same counterparty are presented as a net asset or liability on the Unaudited Consolidated Balance Sheets.
|
|
April – December 2019
|
|
For the year 2020
|
||||||||||
|
Derivative
Volumes |
|
Weighted Average Price
|
|
Derivative Volumes
|
|
Weighted Average Price
|
||||||
Oil (Bbls)
|
4,646,533
|
|
|
$
|
59.07
|
|
|
4,024,000
|
|
|
$
|
59.42
|
|
Natural Gas (MMbtu)
|
1,925,000
|
|
|
$
|
2.11
|
|
|
—
|
|
|
$
|
—
|
|
|
April – December 2019
|
|||||||||
|
Derivative
Volumes |
|
Weighted Average Floor Price
|
|
Weighted Average Ceiling Price
|
|||||
Oil (Bbls)
|
552,000
|
|
|
$
|
55.00
|
|
|
$
|
77.56
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Nonvested common stock
(1)
|
$
|
1,796
|
|
|
$
|
1,330
|
|
Nonvested common stock units
(1)
|
294
|
|
|
170
|
|
||
Nonvested performance cash units
(2)(3)
|
632
|
|
|
(73
|
)
|
||
Total
|
$
|
2,722
|
|
|
$
|
1,427
|
|
(1)
|
Unrecognized compensation expense as of
March 31, 2019
was
$11.2 million
, which related to grants of nonvested shares of common stock that are expected to be recognized over a weighted-average period of
2.1 years
.
|
(2)
|
The nonvested performance-based cash units are accounted for as liability awards with
$1.0 million
and
$0.3 million
in other noncurrent liabilities as of
March 31, 2019
and
December 31, 2018
, respectively, in the Unaudited Consolidated Balance Sheets.
|
(3)
|
Liability awards are fair valued at each reporting date. The expense for the period will increase or decrease based on updated fair values of these awards at each reporting date.
|
|
|
Three Months Ended March 31, 2019
|
|
Three Months Ended March 31, 2018
|
||||||||||
Nonvested Common Stock Awards
|
|
Shares
|
|
Weighted Average
Grant Date Fair Value |
|
Shares
|
|
Weighted Average
Grant Date Fair Value |
||||||
Outstanding at January 1,
|
|
2,912,166
|
|
|
$
|
5.27
|
|
|
1,394,868
|
|
|
$
|
7.00
|
|
Granted
|
|
1,835,700
|
|
|
2.64
|
|
|
796,423
|
|
|
5.00
|
|
||
Modified
(1)
|
|
—
|
|
|
—
|
|
|
1,146,305
|
|
|
4.84
|
|
||
Vested
|
|
(1,299,599
|
)
|
|
5.19
|
|
|
(652,208
|
)
|
|
8.35
|
|
||
Forfeited or expired
|
|
(16,487
|
)
|
|
4.74
|
|
|
(27,853
|
)
|
|
6.62
|
|
||
Outstanding at March 31,
|
|
3,431,780
|
|
|
3.90
|
|
|
2,657,535
|
|
|
5.14
|
|
(1)
|
Due to the closing of the Merger, the 2016 and 2017 Performance Cash Programs were converted from nonvested performance-based cash units to nonvested common stock awards, resulting in an increase in nonvested common stock awards for the
three
months ended
March 31, 2018
.
|
|
|
Three Months Ended March 31, 2019
|
|
Three Months Ended March 31, 2018
|
||||||||||
Nonvested Common Stock Unit Awards
|
|
Units
|
|
Weighted Average
Grant Date Fair Value |
|
Units
|
|
Weighted Average
Grant Date Fair Value |
||||||
Outstanding at January 1,
|
|
311,237
|
|
|
$
|
7.26
|
|
|
272,559
|
|
|
$
|
6.37
|
|
Granted
|
|
14,704
|
|
|
2.21
|
|
|
3,198
|
|
|
5.08
|
|
||
Vested
|
|
(14,704
|
)
|
|
2.21
|
|
|
(3,198
|
)
|
|
5.08
|
|
||
Outstanding at March 31,
|
|
311,237
|
|
|
7.26
|
|
|
272,559
|
|
|
6.37
|
|
|
|
Three Months Ended March 31, 2019
|
|
Three Months Ended March 31, 2018
|
||||||||||
Nonvested Performance-Based Cash Unit Awards
|
|
Units
|
|
Weighted Average
Fair Value |
|
Units
|
|
Weighted Average
Fair Value |
||||||
Outstanding at January 1,
|
|
909,585
|
|
|
|
|
1,548,083
|
|
|
|
||||
Granted
|
|
2,026,521
|
|
|
|
|
796,423
|
|
|
|
||||
Performance goal adjustment
(1)
|
|
—
|
|
|
|
|
11,289
|
|
|
|
||||
Modified
(2)
|
|
—
|
|
|
|
|
(1,211,478
|
)
|
|
|
||||
Vested
|
|
—
|
|
|
|
|
(286,652
|
)
|
|
|
||||
Forfeited or expired
|
|
(67,472
|
)
|
|
|
|
(61,242
|
)
|
|
|
||||
Outstanding at March 31,
|
|
2,868,634
|
|
|
$
|
2.21
|
|
|
796,423
|
|
|
$
|
5.08
|
|
(1)
|
The 2015 Program vested at
104.1%
in excess of target level and resulted in additional units vesting in March 2018. These units are included in the vested line item for the
three
months ended
March 31, 2018
.
|
(2)
|
Due to the closing of the Merger, the 2016 and 2017 Performance Cash Programs were converted from nonvested performance-based cash units to nonvested common stock awards, resulting in a decrease in nonvested performance-based cash units for the
three
months ended
March 31, 2018
. The 2016 Program awards were converted based on performance through March 19, 2018, which resulted in
89%
of the units converting to nonvested common stock awards or a reduction of
65,173
units converting to nonvested common stock awards.
|
|
|
Three Months Ended March 31,
|
||
Lease Cost
|
|
2019
|
||
|
|
(in thousands)
|
||
Operating lease cost
(1)(3)
|
|
$
|
548
|
|
Short-term lease cost
(2)(3)
|
|
6,219
|
|
|
Total lease cost
|
|
$
|
6,767
|
|
(1)
|
Operating lease cost was primarily included in general and administrative expense or lease operating expense on the Unaudited Consolidated Statements of Operations.
|
(2)
|
Short-term lease cost primarily includes leases for drilling rigs, which were capitalized to property, plant and equipment on the Unaudited Consolidated Balance Sheets.
|
(3)
|
A portion of the operating lease cost and a majority of the short-term lease cost represent gross amounts that the Company was financially committed to pay. However, the Company recorded in the financial statements its proportionate share based on the Company's working interest, which varies from property to property.
|
Operating Leases
|
|
As of March 31, 2019
|
||
|
|
(in thousands)
|
||
Right-of-use assets
(1)
|
|
$
|
9,255
|
|
Accumulated amortization
(2)
|
|
(352
|
)
|
|
Total right-of-use assets
(5)
|
|
$
|
8,903
|
|
Current lease liabilities
(3)
|
|
(517
|
)
|
|
Noncurrent lease liabilities
(4)
|
|
(14,117
|
)
|
|
Total lease liabilities
(5)
|
|
$
|
(14,634
|
)
|
Weighted average remaining lease term
|
|
|
||
Operating leases (in years)
|
|
8.4
|
|
|
Weighted average discount rate
|
|
|
||
Operating leases
|
|
5.6
|
%
|
(1)
|
Included in furniture, equipment and other in the Unaudited Consolidated Balance Sheets.
|
(2)
|
Included in accumulated depreciation, depletion, amortization and impairment in the Unaudited Consolidated Balance Sheets.
|
(3)
|
Included in accounts payable and accrued liabilities in the Unaudited Consolidated Balance Sheets.
|
(4)
|
Included in other noncurrent liabilities in the Unaudited Consolidated Balance Sheets.
|
(5)
|
The difference between the right-of-use assets and total lease liabilities was primarily related to lease incentives and deferred rent balances, which were required to be netted against the right-of-use assets as of the implementation date of January 1, 2019.
|
|
As of March 31, 2019
|
||
|
(in thousands)
|
||
2019
|
$
|
1,026
|
|
2020
|
1,938
|
|
|
2021
|
2,230
|
|
|
2022
|
1,992
|
|
|
2023
|
2,024
|
|
|
Thereafter
|
9,654
|
|
|
Total
|
$
|
18,864
|
|
Less: Interest
|
(4,230
|
)
|
|
Present value of lease liabilities
|
$
|
14,634
|
|
|
As of December 31, 2018
|
||
|
(in thousands)
|
||
2019
|
$
|
2,583
|
|
2020
|
3,032
|
|
|
2021
|
3,331
|
|
|
2022
|
3,263
|
|
|
2023
|
3,036
|
|
|
Thereafter
|
13,112
|
|
|
Total
|
$
|
28,357
|
|
|
As of March 31, 2019
|
||
|
(in thousands)
|
||
2019
|
$
|
13,206
|
|
2020
|
18,400
|
|
|
2021
|
10,733
|
|
|
Thereafter
|
—
|
|
|
Total
|
$
|
42,339
|
|
|
As of March 31, 2019
|
||
|
(in thousands)
|
||
2019
(1)
|
$
|
8,275
|
|
2020
|
2,167
|
|
|
2021
|
1,997
|
|
|
Thereafter
|
—
|
|
|
Total
|
$
|
12,439
|
|
(1)
|
Includes
$6.5 million
associated with the reimbursement obligation discussed above.
|
|
As of March 31, 2019
|
||
|
(in thousands)
|
||
2019
|
$
|
4,453
|
|
2020
|
1,490
|
|
|
2021
|
745
|
|
|
2022
|
745
|
|
|
2023
|
744
|
|
|
Thereafter
|
—
|
|
|
Total
|
$
|
8,177
|
|
|
As of March 31, 2019
|
||||||||||||||
|
Parent
Guarantor |
|
Subsidiary
Issuer |
|
Intercompany
Eliminations |
|
Consolidated
|
||||||||
|
(in thousands)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
44,658
|
|
|
$
|
—
|
|
|
$
|
44,658
|
|
Accounts receivable, net of allowance for doubtful accounts
|
—
|
|
|
57,473
|
|
|
—
|
|
|
57,473
|
|
||||
Other current assets
|
—
|
|
|
4,914
|
|
|
—
|
|
|
4,914
|
|
||||
Property and equipment, net
|
—
|
|
|
2,096,160
|
|
|
—
|
|
|
2,096,160
|
|
||||
Investment in subsidiaries
|
1,116,475
|
|
|
—
|
|
|
(1,116,475
|
)
|
|
—
|
|
||||
Noncurrent assets
|
—
|
|
|
9,331
|
|
|
—
|
|
|
9,331
|
|
||||
Total assets
|
$
|
1,116,475
|
|
|
$
|
2,212,536
|
|
|
$
|
(1,116,475
|
)
|
|
$
|
2,212,536
|
|
Liabilities and Stockholders' Equity:
|
|
|
|
|
|
|
|
||||||||
Accounts payable and other accrued liabilities
|
$
|
—
|
|
|
$
|
135,762
|
|
|
$
|
—
|
|
|
$
|
135,762
|
|
Other current liabilities
|
—
|
|
|
113,993
|
|
|
—
|
|
|
113,993
|
|
||||
Long-term debt
|
—
|
|
|
687,768
|
|
|
—
|
|
|
687,768
|
|
||||
Deferred income taxes
|
—
|
|
|
109,823
|
|
|
—
|
|
|
109,823
|
|
||||
Other noncurrent liabilities
|
—
|
|
|
48,715
|
|
|
—
|
|
|
48,715
|
|
||||
Stockholders' equity
|
1,116,475
|
|
|
1,116,475
|
|
|
(1,116,475
|
)
|
|
1,116,475
|
|
||||
Total liabilities and stockholders' equity
|
$
|
1,116,475
|
|
|
$
|
2,212,536
|
|
|
$
|
(1,116,475
|
)
|
|
$
|
2,212,536
|
|
|
As of December 31, 2018
|
||||||||||||||
|
Parent
Guarantor |
|
Subsidiary
Issuer |
|
Intercompany
Eliminations |
|
Consolidated
|
||||||||
|
(in thousands)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
32,774
|
|
|
$
|
—
|
|
|
$
|
32,774
|
|
Accounts receivable, net of allowance for doubtful accounts
|
—
|
|
|
72,943
|
|
|
—
|
|
|
72,943
|
|
||||
Other current assets
|
—
|
|
|
84,064
|
|
|
—
|
|
|
84,064
|
|
||||
Property and equipment, net
|
—
|
|
|
2,029,523
|
|
|
—
|
|
|
2,029,523
|
|
||||
Investment in subsidiaries
|
1,212,098
|
|
|
—
|
|
|
(1,212,098
|
)
|
|
—
|
|
||||
Noncurrent assets
|
—
|
|
|
33,156
|
|
|
—
|
|
|
33,156
|
|
||||
Total assets
|
$
|
1,212,098
|
|
|
$
|
2,252,460
|
|
|
$
|
(1,212,098
|
)
|
|
$
|
2,252,460
|
|
Liabilities and Stockholders' Equity:
|
|
|
|
|
|
|
|
||||||||
Accounts payable and other accrued liabilities
|
$
|
—
|
|
|
$
|
131,379
|
|
|
$
|
—
|
|
|
$
|
131,379
|
|
Other current liabilities
|
—
|
|
|
116,806
|
|
|
—
|
|
|
116,806
|
|
||||
Long-term debt
|
—
|
|
|
617,387
|
|
|
—
|
|
|
617,387
|
|
||||
Deferred income taxes
|
—
|
|
|
139,534
|
|
|
—
|
|
|
139,534
|
|
||||
Other noncurrent liabilities
|
—
|
|
|
35,256
|
|
|
—
|
|
|
35,256
|
|
||||
Stockholders' equity
|
1,212,098
|
|
|
1,212,098
|
|
|
(1,212,098
|
)
|
|
1,212,098
|
|
||||
Total liabilities and stockholders' equity
|
$
|
1,212,098
|
|
|
$
|
2,252,460
|
|
|
$
|
(1,212,098
|
)
|
|
$
|
2,252,460
|
|
|
Three Months Ended March 31, 2019
|
||||||||||||||
|
Parent
Guarantor |
|
Subsidiary
Issuer |
|
Intercompany
Eliminations |
|
Consolidated
|
||||||||
|
(in thousands)
|
||||||||||||||
Operating and other revenues
|
$
|
—
|
|
|
$
|
101,980
|
|
|
$
|
—
|
|
|
$
|
101,980
|
|
Operating expenses
|
—
|
|
|
(94,290
|
)
|
|
—
|
|
|
(94,290
|
)
|
||||
General and administrative
|
—
|
|
|
(12,660
|
)
|
|
—
|
|
|
(12,660
|
)
|
||||
Merger transaction expense
|
—
|
|
|
(2,414
|
)
|
|
—
|
|
|
(2,414
|
)
|
||||
Interest expense
|
—
|
|
|
(13,679
|
)
|
|
—
|
|
|
(13,679
|
)
|
||||
Interest income and other income (expense)
|
—
|
|
|
(104,877
|
)
|
|
—
|
|
|
(104,877
|
)
|
||||
Income (loss) before income taxes and equity in earnings (loss) of subsidiaries
|
—
|
|
|
(125,940
|
)
|
|
—
|
|
|
(125,940
|
)
|
||||
(Provision for) benefit from income taxes
|
—
|
|
|
29,711
|
|
|
—
|
|
|
29,711
|
|
||||
Equity in earnings (loss) of subsidiaries
|
(96,229
|
)
|
|
—
|
|
|
96,229
|
|
|
—
|
|
||||
Net income (loss)
|
$
|
(96,229
|
)
|
|
$
|
(96,229
|
)
|
|
$
|
96,229
|
|
|
$
|
(96,229
|
)
|
|
Three Months Ended March 31, 2018
|
||||||||||||||
|
Parent
Guarantor |
|
Subsidiary
Issuer |
|
Intercompany
Eliminations |
|
Consolidated
|
||||||||
|
(in thousands)
|
||||||||||||||
Operating and other revenues
|
$
|
—
|
|
|
$
|
80,810
|
|
|
$
|
—
|
|
|
$
|
80,810
|
|
Operating expenses
|
—
|
|
|
(58,145
|
)
|
|
—
|
|
|
(58,145
|
)
|
||||
General and administrative
|
—
|
|
|
(10,107
|
)
|
|
—
|
|
|
(10,107
|
)
|
||||
Merger transaction expense
|
—
|
|
|
(4,763
|
)
|
|
—
|
|
|
(4,763
|
)
|
||||
Interest expense
|
—
|
|
|
(13,090
|
)
|
|
—
|
|
|
(13,090
|
)
|
||||
Interest income and other income (expense)
|
—
|
|
|
(19,642
|
)
|
|
—
|
|
|
(19,642
|
)
|
||||
Income (loss) before income taxes and equity in earnings (loss) of subsidiaries
|
—
|
|
|
(24,937
|
)
|
|
—
|
|
|
(24,937
|
)
|
||||
(Provision for) benefit from income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Equity in earnings (loss) of subsidiaries
|
(24,937
|
)
|
|
—
|
|
|
24,937
|
|
|
—
|
|
||||
Net income (loss)
|
$
|
(24,937
|
)
|
|
$
|
(24,937
|
)
|
|
$
|
24,937
|
|
|
$
|
(24,937
|
)
|
|
Three Months Ended March 31, 2019
|
||||||||||||||
|
Parent
Guarantor |
|
Subsidiary
Issuer |
|
Intercompany
Eliminations |
|
Consolidated
|
||||||||
|
(in thousands)
|
||||||||||||||
Cash flows from operating activities
|
$
|
—
|
|
|
$
|
77,683
|
|
|
$
|
—
|
|
|
$
|
77,683
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
||||||||
Additions to oil and gas properties, including acquisitions
|
—
|
|
|
(130,862
|
)
|
|
—
|
|
|
(130,862
|
)
|
||||
Additions to furniture, fixtures and other
|
—
|
|
|
(1,309
|
)
|
|
—
|
|
|
(1,309
|
)
|
||||
Other investing activities
|
—
|
|
|
(273
|
)
|
|
—
|
|
|
(273
|
)
|
||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
||||||||
Proceeds from debt
|
—
|
|
|
70,000
|
|
|
—
|
|
|
70,000
|
|
||||
Principal payments on debt
|
—
|
|
|
(1,859
|
)
|
|
—
|
|
|
(1,859
|
)
|
||||
Other financing activities
|
—
|
|
|
(1,496
|
)
|
|
—
|
|
|
(1,496
|
)
|
||||
Change in cash and cash equivalents
|
—
|
|
|
11,884
|
|
|
—
|
|
|
11,884
|
|
||||
Beginning cash and cash equivalents
|
—
|
|
|
32,774
|
|
|
—
|
|
|
32,774
|
|
||||
Ending cash and cash equivalents
|
$
|
—
|
|
|
$
|
44,658
|
|
|
$
|
—
|
|
|
$
|
44,658
|
|
|
Three Months Ended March 31, 2018
|
||||||||||||||
|
Parent
Guarantor |
|
Subsidiary
Issuer |
|
Intercompany
Eliminations |
|
Consolidated
|
||||||||
|
(in thousands)
|
||||||||||||||
Cash flows from operating activities
|
$
|
—
|
|
|
$
|
54,317
|
|
|
$
|
—
|
|
|
$
|
54,317
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
||||||||
Additions to oil and gas properties, including acquisitions
|
—
|
|
|
(88,854
|
)
|
|
—
|
|
|
(88,854
|
)
|
||||
Additions to furniture, fixtures and other
|
—
|
|
|
(122
|
)
|
|
—
|
|
|
(122
|
)
|
||||
Payment of acquiree's debt associated with merger, net of cash acquired
|
—
|
|
|
(53,357
|
)
|
|
—
|
|
|
(53,357
|
)
|
||||
Other investing activities
|
—
|
|
|
(157
|
)
|
|
—
|
|
|
(157
|
)
|
||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
||||||||
Principal payments on debt
|
—
|
|
|
(116
|
)
|
|
—
|
|
|
(116
|
)
|
||||
Other financing activities
|
—
|
|
|
(1,485
|
)
|
|
—
|
|
|
(1,485
|
)
|
||||
Change in cash and cash equivalents
|
—
|
|
|
(89,774
|
)
|
|
—
|
|
|
(89,774
|
)
|
||||
Beginning cash and cash equivalents
|
—
|
|
|
314,466
|
|
|
—
|
|
|
314,466
|
|
||||
Ending cash and cash equivalents
|
$
|
—
|
|
|
$
|
224,692
|
|
|
$
|
—
|
|
|
$
|
224,692
|
|
•
|
legislative, judicial or regulatory changes including initiatives to impose increased setbacks from occupied structures and other sensitive areas, initiatives to give local governmental authorities the ability to further regulate or to ban oil and gas development activities within their boundaries, and initiatives related to drilling and completion techniques such as hydraulic fracturing;
|
•
|
potential failure to achieve expected production from existing and future exploration or development projects or acquisitions;
|
•
|
volatility of market prices received for oil, natural gas and natural gas liquids ("NGLs"), and the risk of a prolonged period of depressed prices;
|
•
|
declines in the values of our oil and natural gas properties resulting in impairments;
|
•
|
reduction of proved undeveloped reserves due to failure to develop within the five-year development window defined by the Securities and Exchange Commission;
|
•
|
derivative and hedging activities;
|
•
|
the concentration of our properties in the Rocky Mountain region;
|
•
|
compliance with environmental and other regulations;
|
•
|
economic and competitive conditions;
|
•
|
occurrence of property divestitures or acquisitions;
|
•
|
costs and availability of third party facilities for gathering, processing, refining and transportation;
|
•
|
future processing volumes and pipeline throughput;
|
•
|
impact of health and safety issues on operations;
|
•
|
operational risks, including the risk of industrial accidents and natural disasters;
|
•
|
reductions in the borrowing base under our amended revolving credit facility (the "Amended Credit Facility");
|
•
|
debt and equity market conditions and availability of capital;
|
•
|
ability to receive drilling and other permits, regulatory approvals and required surface access and rights of way;
|
•
|
higher than expected costs and expenses including production, drilling and well equipment costs;
|
•
|
changes in estimates of proved reserves;
|
•
|
the potential for production decline rates from our wells, and/or drilling and related costs, to be greater than we expect;
|
•
|
ability to replace natural production declines with acquisitions, new drilling or recompletion activities;
|
•
|
exploration risks such as the risk of drilling unsuccessful wells;
|
•
|
capital expenditures and contractual obligations;
|
•
|
liabilities resulting from litigation concerning alleged damages related to environmental issues, pollution, contamination, personal injury, royalties, marketing, title to properties, validity of leases, or other matters that may not be covered by an effective indemnity or insurance;
|
•
|
midstream capacity issues;
|
•
|
changes in tax laws and statutory tax rates; and
|
•
|
other uncertainties, including those factors discussed below and in our Annual Report on Form 10-K for the year ended
December 31, 2018
under the headings "Cautionary Note Regarding Forward-Looking Statements" and "Risk Factors" and in Part II, Item 1A, "Risk Factors" of this Quarterly Report on Form 10-Q, all of which are difficult to predict.
|
|
Three Months Ended March 31,
|
|
Increase (Decrease)
|
|||||||||||
2019
|
|
2018
|
|
Amount
|
|
Percent
|
||||||||
($ in thousands, except per unit data)
|
||||||||||||||
Operating Results:
|
|
|
|
|
|
|
|
|||||||
Operating Revenues
|
|
|
|
|
|
|
|
|||||||
Oil, gas and NGL production
|
$
|
101,705
|
|
|
$
|
80,831
|
|
|
$
|
20,874
|
|
|
26
|
%
|
Other operating revenues
|
275
|
|
|
(21
|
)
|
|
296
|
|
|
*nm
|
|
|||
Total operating revenues
|
101,980
|
|
|
80,810
|
|
|
21,170
|
|
|
26
|
%
|
|||
Operating Expenses
|
|
|
|
|
|
|
|
|||||||
Lease operating expense
|
11,277
|
|
|
6,251
|
|
|
5,026
|
|
|
80
|
%
|
|||
Gathering, transportation and processing expense
|
1,723
|
|
|
419
|
|
|
1,304
|
|
|
311
|
%
|
|||
Production tax expense
|
3,893
|
|
|
5,175
|
|
|
(1,282
|
)
|
|
(25
|
)%
|
|||
Exploration expense
|
25
|
|
|
13
|
|
|
12
|
|
|
92
|
%
|
|||
Impairment, dry hole costs and abandonment expense
|
322
|
|
|
317
|
|
|
5
|
|
|
2
|
%
|
|||
(Gain) loss on sale of properties
|
(5
|
)
|
|
408
|
|
|
(413
|
)
|
|
*nm
|
|
|||
Depreciation, depletion and amortization
|
72,610
|
|
|
40,985
|
|
|
31,625
|
|
|
77
|
%
|
|||
Unused commitments
|
4,469
|
|
|
4,538
|
|
|
(69
|
)
|
|
(2
|
)%
|
|||
General and administrative expense
(1)
|
12,660
|
|
|
10,107
|
|
|
2,553
|
|
|
25
|
%
|
|||
Merger transaction expense
|
2,414
|
|
|
4,763
|
|
|
(2,349
|
)
|
|
(49
|
)%
|
|||
Other operating expenses, net
|
(24
|
)
|
|
39
|
|
|
(63
|
)
|
|
*nm
|
|
|||
Total operating expenses
|
$
|
109,364
|
|
|
$
|
73,015
|
|
|
$
|
36,349
|
|
|
50
|
%
|
Production Data:
|
|
|
|
|
|
|
|
|||||||
Oil (MBbls)
|
1,720
|
|
|
1,137
|
|
|
583
|
|
|
51
|
%
|
|||
Natural gas (MMcf)
|
3,756
|
|
|
2,562
|
|
|
1,194
|
|
|
47
|
%
|
|||
NGLs (MBbls)
|
452
|
|
|
350
|
|
|
102
|
|
|
29
|
%
|
|||
Combined volumes (MBoe)
|
2,798
|
|
|
1,914
|
|
|
884
|
|
|
46
|
%
|
|||
Daily combined volumes (Boe/d)
|
31,089
|
|
|
21,267
|
|
|
9,822
|
|
|
46
|
%
|
|||
Average Realized Prices Before Hedging:
|
|
|
|
|
|
|
|
|||||||
Oil (per Bbl)
|
$
|
50.82
|
|
|
$
|
60.45
|
|
|
$
|
(9.63
|
)
|
|
(16
|
)%
|
Natural gas (per Mcf)
|
2.21
|
|
|
1.95
|
|
|
0.26
|
|
|
13
|
%
|
|||
NGLs (per Bbl)
|
13.29
|
|
|
20.31
|
|
|
(7.02
|
)
|
|
(35
|
)%
|
|||
Combined (per Boe)
|
36.35
|
|
|
42.24
|
|
|
(5.89
|
)
|
|
(14
|
)%
|
|||
Average Realized Prices with Hedging:
|
|
|
|
|
|
|
|
|||||||
Oil (per Bbl)
|
$
|
54.01
|
|
|
$
|
53.00
|
|
|
$
|
1.01
|
|
|
2
|
%
|
Natural gas (per Mcf)
|
1.98
|
|
|
1.98
|
|
|
—
|
|
|
—
|
%
|
|||
NGLs (per Bbl)
|
13.29
|
|
|
20.31
|
|
|
(7.02
|
)
|
|
(35
|
)%
|
|||
Combined (per Boe)
|
38.01
|
|
|
37.86
|
|
|
0.15
|
|
|
—
|
%
|
|||
Average Costs (per Boe):
|
|
|
|
|
|
|
|
|||||||
Lease operating expense
|
$
|
4.03
|
|
|
$
|
3.27
|
|
|
$
|
0.76
|
|
|
23
|
%
|
Gathering, transportation and processing expense
|
0.62
|
|
|
0.22
|
|
|
0.40
|
|
|
182
|
%
|
|||
Production tax expense
|
1.39
|
|
|
2.70
|
|
|
(1.31
|
)
|
|
(49
|
)%
|
|||
Depreciation, depletion and amortization
|
25.95
|
|
|
21.41
|
|
|
4.54
|
|
|
21
|
%
|
|||
General and administrative expense
(1)
|
4.52
|
|
|
5.28
|
|
|
(0.76
|
)
|
|
(14
|
)%
|
*
|
Not meaningful.
|
(1)
|
Included in general and administrative expense is long-term cash and equity incentive compensation of
$2.7 million
(or
$0.97
per Boe) and
$1.4 million
(or
$0.75
per Boe) for the
three
months ended
March 31, 2019
and
2018
, respectively.
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Nonvested common stock
|
$
|
1,797
|
|
|
$
|
1,330
|
|
Nonvested common stock units
|
293
|
|
|
170
|
|
||
Nonvested performance cash units
(1)
|
632
|
|
|
(73
|
)
|
||
Total
|
$
|
2,722
|
|
|
$
|
1,427
|
|
(1)
|
The nonvested performance cash units are accounted for as liability awards and will be settled in cash for the performance metrics that are met. The expense for the period will increase or decrease based on updated fair values of these awards at each reporting date.
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Realized gain (loss) on derivatives
(1)
|
$
|
4,649
|
|
|
$
|
(8,388
|
)
|
Prior year unrealized (gain) loss transferred to realized (gain) loss
(1)
|
(19,759
|
)
|
|
6,094
|
|
||
Unrealized gain (loss) on derivatives
(1)
|
(90,081
|
)
|
|
(18,039
|
)
|
||
Total commodity derivative gain (loss)
|
$
|
(105,191
|
)
|
|
$
|
(20,333
|
)
|
(1)
|
Realized and unrealized gains and losses on commodity derivatives are presented in the table as separate line items but are combined for a total commodity derivative gain (loss) in the Unaudited Consolidated Statements of Operations. This separate presentation is a non-GAAP measure. Management believes the separate presentation of the realized and unrealized commodity derivative gains and losses is useful because the realized cash settlement portion provides a better understanding of our hedge position. We also believe that this disclosure allows for a more accurate comparison to our peers.
|
Contract
|
|
Total
Hedged
Volumes
|
|
Quantity
Type
|
|
Weighted
Average
Fixed
Price
|
|
Weighted
Average Floor Price |
|
Weighted
Average Ceiling Price |
|
Index
Price
(1)
|
|||||||
Swap Contracts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Oil
|
|
4,646,533
|
|
|
Bbls
|
|
$
|
59.07
|
|
|
|
|
|
|
WTI
|
||||
Natural gas
|
|
1,925,000
|
|
|
MMBtu
|
|
$
|
2.11
|
|
|
|
|
|
|
NWPL
|
||||
2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Oil
|
|
4,342,500
|
|
|
Bbls
|
|
$
|
59.54
|
|
|
|
|
|
|
WTI
|
||||
2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Oil
|
|
181,000
|
|
|
Bbls
|
|
$
|
57.13
|
|
|
|
|
|
|
WTI
|
||||
Cashless Collars:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Oil
|
|
552,000
|
|
|
Bbls
|
|
|
|
$
|
55.00
|
|
|
$
|
77.56
|
|
|
WTI
|
||
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
WTI refers to West Texas Intermediate price as quoted on the New York Mercantile Exchange. NWPL refers to the Northwest Pipeline Corporation price as quoted in Platt's Inside FERC on the first business day of each month.
|
|
Three Months Ended March 31,
|
||||||
Basin/Area
|
2019
|
|
2018
|
||||
|
(in millions)
|
||||||
DJ Basin
|
$
|
123.5
|
|
|
$
|
112.0
|
|
Other
|
2.6
|
|
|
0.1
|
|
||
Total
|
$
|
126.1
|
|
|
$
|
112.1
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in millions)
|
||||||
Acquisitions of proved and unproved properties and other real estate
|
$
|
0.3
|
|
|
$
|
0.5
|
|
Drilling, development, exploration and exploitation of oil and natural gas properties
|
111.9
|
|
|
98.1
|
|
||
Gathering and compression facilities
|
8.4
|
|
|
13.4
|
|
||
Geologic and geophysical costs
|
2.9
|
|
|
—
|
|
||
Furniture, fixtures and equipment
|
2.6
|
|
|
0.1
|
|
||
Total
|
$
|
126.1
|
|
|
$
|
112.1
|
|
|
|
As of March 31, 2019
|
|
As of December 31, 2018
|
||||||||||||||||||||
|
Maturity Date
|
Principal
|
|
Unamortized
Discount |
|
Carrying
Amount |
|
Principal
|
|
Unamortized
Discount |
|
Carrying
Amount |
||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||
Amended Credit Facility
|
September 14, 2023
|
$
|
70,000
|
|
|
$
|
—
|
|
|
$
|
70,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
7.0% Senior Notes
|
October 15, 2022
|
350,000
|
|
|
(3,000
|
)
|
|
347,000
|
|
|
350,000
|
|
|
(3,210
|
)
|
|
346,790
|
|
||||||
8.75% Senior Notes
|
June 15, 2025
|
275,000
|
|
|
(4,232
|
)
|
|
270,768
|
|
|
275,000
|
|
|
(4,403
|
)
|
|
270,597
|
|
||||||
Lease Financing Obligation
|
August 10, 2020
|
—
|
|
|
—
|
|
|
—
|
|
|
1,859
|
|
|
—
|
|
|
1,859
|
|
||||||
Total Debt
|
|
$
|
695,000
|
|
|
$
|
(7,232
|
)
|
|
$
|
687,768
|
|
|
$
|
626,859
|
|
|
$
|
(7,613
|
)
|
|
$
|
619,246
|
|
Less: Current Portion of Long-Term Debt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,859
|
|
|
—
|
|
|
1,859
|
|
||||||
Total Long-Term Debt
(1)
|
|
$
|
695,000
|
|
|
$
|
(7,232
|
)
|
|
$
|
687,768
|
|
|
$
|
625,000
|
|
|
$
|
(7,613
|
)
|
|
$
|
617,387
|
|
(1)
|
See Note
5
for additional information.
|
|
Payments Due by Year
|
||||||||||||||||||||||||||
Year 1
|
|
Year 2
|
|
Year 3
|
|
Year 4
|
|
Year 5
|
|
Thereafter
|
|
Total
|
|||||||||||||||
|
Twelve Months Ended March 31, 2020
|
|
Twelve Months Ended March 31, 2021
|
|
Twelve Months Ended March 31, 2022
|
|
Twelve Months Ended March 31, 2023
|
|
Twelve Months Ended March 31, 2024
|
|
After
March 31, 2024 |
|
|
||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||
Notes payable
(1)
|
$
|
460
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
70,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
70,460
|
|
7.0% Senior Notes
(2)
|
24,500
|
|
|
24,500
|
|
|
24,500
|
|
|
374,500
|
|
|
—
|
|
|
—
|
|
|
448,000
|
|
|||||||
8.75% Senior Notes
(3)
|
24,063
|
|
|
24,063
|
|
|
24,063
|
|
|
24,063
|
|
|
24,063
|
|
|
311,091
|
|
|
431,406
|
|
|||||||
Firm transportation agreements
(4)
|
17,806
|
|
|
18,400
|
|
|
6,133
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42,339
|
|
|||||||
Gas gathering and processing agreements
(5)(6)
|
8,819
|
|
|
2,124
|
|
|
1,496
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,439
|
|
|||||||
Asset retirement obligations
(7)
|
3,648
|
|
|
1,023
|
|
|
1,131
|
|
|
1,042
|
|
|
1,325
|
|
|
22,803
|
|
|
30,972
|
|
|||||||
Derivative liability
(8)
|
5,850
|
|
|
894
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,744
|
|
|||||||
Operating Leases
(9)
|
1,305
|
|
|
2,224
|
|
|
2,171
|
|
|
1,983
|
|
|
2,037
|
|
|
9,144
|
|
|
18,864
|
|
|||||||
Other
(10)
|
4,825
|
|
|
1,303
|
|
|
745
|
|
|
745
|
|
|
559
|
|
|
—
|
|
|
8,177
|
|
|||||||
Total
|
$
|
91,276
|
|
|
$
|
74,531
|
|
|
$
|
60,239
|
|
|
$
|
472,333
|
|
|
$
|
27,984
|
|
|
$
|
343,038
|
|
|
$
|
1,069,401
|
|
(1)
|
Included in notes payable is the outstanding principal amount under our Amended Credit Facility due September 14, 2023. This table does not include future commitment fees, interest expense or other fees on our Amended Credit Facility because the Amended Credit Facility is a floating rate instrument, and we cannot determine with accuracy the timing of future loan advances, repayments or future interest rates to be charged. Also included in notes payable includes interest on a $26.0 million letter of credit that accrues interest at 2.0% and 0.125% per annum for participation fees and fronting fees, respectively. The expected term of the letter of credit is January 31, 2020.
|
(2)
|
On March 25, 2012, we issued $400.0 million aggregate principal amount of 7.0% Senior Notes. We are obligated to make semi-annual interest payments through maturity on October 15, 2022 equal to $12.3 million.
|
(3)
|
On April 28, 2017, we issued $275.0 million aggregate principal amount of 8.75% Senior Notes. We are obligated to make semi-annual interest payments through maturity on June 15, 2025 equal to $12.0 million.
|
(4)
|
We have entered into contracts that provide firm transportation capacity on pipeline systems. The contracts require us to pay transportation demand charges regardless of the amount of gas we deliver to the processing facility or pipeline.
|
(5)
|
Includes a gas gathering and processing contract which requires us to deliver a minimum volume of natural gas to a midstream entity for gathering and processing on a monthly basis. The contract requires us to pay a fee associated with the contracted volumes regardless of the amount delivered.
|
(6)
|
Includes a reimbursement obligation of
$6.5 million
. The reimbursement obligation requires us to pay a monthly gathering and processing fee per Mcf of production over a one year period to reimburse a midstream entity for its costs to construct gas gathering and processing facilities. If the costs are not reimbursed by us via the monthly gathering and processing fees through August 2019, we must pay the difference.
|
(7)
|
Neither the ultimate settlement amounts nor the timing of our asset retirement obligations can be precisely determined in advance. See "Critical Accounting Policies and Estimates" in Part II, Item 7 of HighPoint Resources' Annual Report on Form 10-K for the year ended
December 31, 2018
for a more detailed discussion of the nature of the accounting estimates involved in estimating asset retirement obligations.
|
(8)
|
Derivative liability represents the net fair value for oil, gas and NGL commodity derivatives presented as liabilities in our Unaudited Consolidated Balance Sheets as of
March 31, 2019
. The ultimate settlement amounts of our derivative liabilities are unknown because they are subject to continuing market fluctuations. See "Critical Accounting Policies and Estimates" in Part II, Item 7 of our Annual Report on Form 10-K for the year ended
December 31, 2018
and in "Commodity Hedging Activities" above in this Quarterly Report on Form 10-Q for a more detailed discussion of the nature of the accounting estimates involved in valuing derivative instruments.
|
(9)
|
Operating leases primarily includes office leases. Also included are leases of operations equipment which are shown as gross amounts that we are financially committed to pay. However, we will record in our financial statements our proportionate share based on our working interest, which will vary from property to property.
|
(10)
|
Primarily includes a fresh water commitment contract which requires us to purchase a minimum volume of fresh water from a supplier. The contract requires us to pay a fee associated with the contracted volumes regardless of the amount delivered.
|
|
April – December 2019
|
|
For the year 2020
|
|
For the year 2021
|
|||||||||||||||
|
Derivative
Volumes |
|
Weighted Average Price
|
|
Derivative Volumes
|
|
Weighted Average Price
|
|
Derivative Volumes
|
|
Weighted Average Price
|
|||||||||
Oil (Bbls)
|
4,646,533
|
|
|
$
|
59.07
|
|
|
4,342,500
|
|
|
$
|
59.54
|
|
|
181,000
|
|
|
$
|
57.13
|
|
Natural Gas (MMbtu)
|
1,925,000
|
|
|
$
|
2.11
|
|
|
|
|
|
|
|
|
—
|
|
|
$
|
—
|
|
|
April – December 2019
|
|||||||||
|
Derivative
Volumes |
|
Weighted Average Floor Price
|
|
Weighted Average Ceiling Price
|
|||||
Oil (Bbls)
|
552,000
|
|
|
$
|
55.00
|
|
|
$
|
77.56
|
|
Period
|
|
Total
Number of
Shares
(1)
|
|
Weighted
Average Price
Paid Per
Share
|
|
Total Number of
Shares (or Units)
Purchased as
Part of Publicly
Announced Plans
or Programs
|
|
Maximum Number
(or Approximate
Dollar Value)
of Shares (or
Units) that May
Yet Be Purchased
Under the Plans or
Programs
|
|||||
January 1 – 31, 2019
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
February 1 – 28, 2019
|
|
549,634
|
|
|
2.70
|
|
|
—
|
|
|
—
|
|
|
March 1 – 31, 2019
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
549,634
|
|
|
2.70
|
|
|
—
|
|
|
—
|
|
(1)
|
Represents shares delivered by employees to satisfy tax withholding obligations resulting from the vesting of restricted shares of common stock issued pursuant to our employee incentive plans.
|
Exhibit
Number
|
|
Description of Exhibits
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
32.1
|
|
|
|
|
|
32.2
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
Exhibit
Number
|
|
Description of Exhibits
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
|
HIGHPOINT RESOURCES CORPORATION
|
||
|
|
|
|
|
Date:
|
May 6, 2019
|
By:
|
|
/s/ R. Scot Woodall
|
|
|
|
|
R. Scot Woodall
|
|
|
|
|
Chief Executive Officer and President
|
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
Date:
|
May 6, 2019
|
By:
|
|
/s/ David R. Macosko
|
|
|
|
|
David R. Macosko
|
|
|
|
|
Senior Vice President-Accounting
|
|
|
|
|
(Principal Accounting Officer)
|
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