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8-K/A - 8-K/A - HighPoint Resources Corphpr-05092018x8ka.htm
EX-99.1 - EXHIBIT 99.1 - HighPoint Resources Corpfce.htm
EX-23.1 - EXHIBIT 23.1 - HighPoint Resources Corphpr-05092018xex231.htm
Exhibit 99.2

UNDAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS


The following unaudited pro forma combined financial information has been derived from the historical consolidated financial
statements of Bill Barrett and Fifth Creek. Certain of Fifth Creek's historical amounts have been reclassified to conform to the Company's financial statement presentation. The pro forma financial statements give effect to the Merger as well as other transactions that were either associated with the Merger or were considered material transactions that took place during the year ended December 31, 2017 (the "Merger and related transactions"). These transactions included the Company's consent solicitations, debt exchange, common stock offering and underwriting agreement and Uinta Basin sale. See below for additional information regarding these transactions. The unaudited pro forma combined statement of operations for the year ended December 31, 2017 gives effect to the Merger and related transactions as if these transactions had been completed on January 1, 2017. A pro forma combined balance sheet has been omitted from this filing, as a historical balance sheet reflecting the Merger and related transactions has already been filed within the Company's quarterly report on Form 10-Q for the period ended March 31, 2018.

The following unaudited pro forma combined statement of operations, derived from the historical consolidated financial statements of Bill Barrett and Fifth Creek, have been adjusted to reflect the following:

The Company's Merger with Fifth Creek under the acquisition method of accounting;
common stock offering, in which the Company completed a public offering of its common stock on December 5, 2017, selling 21,000,000 shares at a price to the public of $5.00 per share and an additional 2,205,529 shares of common stock on December 29, 2018 by the underwriters pursuant to their over-allotment option;
debt exchange agreement, in which a holder of the Company's 7.0% Senior Notes due 2022 exchanged $50.0 million principal amount for 10,863,000 newly issued shares of the Company's common stock on December 15, 2017;
consent solicitations, which amended each of the indentures governing the Company's 7.0% Senior Notes and 8.75% Senior Notes to, among other things, amend the defined term "Change of Control" in each of the indentures to provide that the Merger would not constitute a "Change of Control" under such indentures and required the Company to pay consent fees of $2.50 per $1,000 principal amount, or approximately $1.7 million to the holders of the respective notes;
Uinta Basin sale, in which the Company sold its remaining assets in the Uinta Basin for $102.3 million in cash proceeds, before final closing adjustments as well as non-cash proceeds of $4.8 million related to relief from the Company's asset retirement obligation;
the use of cash on hand to repay Fifth Creek debt;
adjustment of depreciation, depletion and amortization related to the revaluation of oil and gas property, plant and equipment to estimated fair value; and
estimated tax impact of pro forma adjustments.
 
The unaudited pro forma statement of operations has been prepared in accordance with SEC Article 11 of Regulation S-X. In addition, the acquisition method of accounting was applied to the Merger, with the Company treated as the acquirer. The unaudited pro forma statement of operations is provided for informational purposes only and does not purport to represent what the actual consolidated results of operations of the Company would have been had the merger occurred on the dates assumed, nor is it necessarily indicative of future consolidated results of operations. The unaudited pro forma statement of operations should be read in conjunction with:

the accompanying notes to the pro forma financial statements;
the audited consolidated financial statements and accompanying notes of Bill Barrett contained in its Annual Report on Form 10-K for the year ended December 31, 2017;
the audited financial statements and accompanying notes of Fifth Creek for the year ended December 31, 2017, included in this Form 8-K/A;
the unaudited consolidated financial statements and accompanying notes of HighPoint Resources contained in its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2018, incorporated by reference herein.
 

1


HIGHPOINT RESOURCES CORPORATION
Unaudited Pro Forma Consolidated Statement of Operations
For the Year Ended December 31, 2017
(in thousands, except share and per share data)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Pro Forma Adjustments
 
 
 
Bill Barrett
Historical
 
Fifth Creek
Historical
 
Merger
 
Equity and Debt
Transactions
 
Sale of Uinta
Basin Assets
 
HighPoint
Combined
Operating Revenues:
 
 
 
 
 
 
 
 
 
 
 
Oil, gas and NGL production
$
251,215

 
$
39,152

 
$

 
$

 
$
(33,216
)
(j)
$
257,151

Other operating revenues
1,624

 

 

 

 
(582
)
(k)
1,042

Total operating revenues
252,839

 
39,152

 

 

 
(33,798
)
 
258,193

Operating Expenses:
 
 
 
 
 
 
 
 
 
 
 
Lease operating expense
24,223

 
5,233

 

 

 
(5,956
)
(l)
23,500

Gathering, transportation and processing expense
2,615

 
5,410

 

 

 
(335
)
(l)
7,690

Production tax expense
14,476

 
2,455

 

 

 
(1,281
)
(l)
15,650

Exploration expense
83

 
1,821

 

 

 
(11
)
(l)
1,893

Impairment, dry hole costs and abandonment expense
49,553

 

 

 

 
(37,945
)
(l)
11,608

(Gain) loss on sale of properties
(92
)
 

 

 

 

 
(92
)
Depreciation, depletion and amortization
159,964

 
12,490

 
9,190

(a)

 
(6,421
)
(l)
175,223

Unused commitments
18,231

 

 

 

 

 
18,231

General and administrative expense
42,476

 
8,626

 

 

 
(234
)
(l)
50,868

Merger transaction expense
8,749

 
3,580

 
(12,329
)
(b)

 

 

Other operating expenses, net
(1,514
)
 

 

 

 

 
(1,514
)
Total operating expenses
318,764

 
39,615

 
(3,139
)
 

 
(52,183
)
 
303,057

Operating Income (Loss)
(65,925
)
 
(463
)
 
3,139

 

 
18,385

 
(44,864
)
Other Income and Expense:
 
 
 
 
 
 
 
 
 
 
 
Interest and other income
1,359

 

 

 

 

 
1,359

Interest expense
(57,710
)
 
(781
)
 
781

(c)
3,500

(f)

 
(54,210
)
Commodity derivative gain (loss)
(9,112
)
 
(6,551
)
 

 

 

 
(15,663
)
Gain (loss) on extinguishment of debt
(8,239
)
 

 

 
334

(h)

 
(7,905
)
Total other income and expense
(73,702
)
 
(7,332
)
 
781

 
3,834

 

 
(76,419
)
Income (Loss) before Income Taxes
(139,627
)
 
(7,795
)
 
3,920

 
3,834

 
18,385

 
(121,283
)
(Provision for) Benefit from Income Taxes
1,402

 

 

(d)

 

 
1,402

Net Income (Loss)
$
(138,225
)
 
$
(7,795
)
 
$
3,920

 
$
3,834

 
$
18,385

 
$
(119,881
)
 
 
 
 
 
 
 
 
 
 
 
 

2


HIGHPOINT RESOURCES CORPORATION
Unaudited Pro Forma Consolidated Statement of Operations
For the Year Ended December 31, 2017
(in thousands, except share and per share data)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Pro Forma Adjustments
 
 
 
Bill Barrett
Historical
 
Fifth Creek
Historical
 
Merger
 
Equity and Debt
Transactions
 
Sale of Uinta
Basin Assets
 
HighPoint
Combined
Net Income (Loss) Per Common Share, Basic
$
(1.80
)
 
 
 
$
0.04

 
$
0.12

 
 
 
$
(0.57
)
Net Income (Loss) Per Common Share, Diluted
$
(1.80
)
 
 
 
$
0.04

 
$
0.12

 
 
 
$
(0.57
)
Weighted Average Common Shares Outstanding, Basic
76,858,815

 
 
 
100,000,000

(e)
23,205,529

(g)
 
 
208,849,843

 
 
 
 
 
 
 
10,863,000

(h)
 
 
 
 
 
 
 
 
 
 
(2,077,501
)
(i)
 
 
 
Weighted Average Common Shares Outstanding, Diluted
76,858,815

 
 
 
100,000,000

(e)
23,205,529

(g)
 
 
208,849,843

 
 
 
 
 
 
 
10,863,000

(h)
 
 
 
 
 
 
 
 
 
 
(2,077,501
)
(i)
 
 
 
See accompanying notes to unaudited pro forma condensed combined financial statements.


3


HIGHPOINT RESOURCES CORPORATION
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Note 1. Basis of Presentation

The following unaudited pro forma combined financial information has been derived from the historical consolidated financial statements of Bill Barrett and Fifth Creek. Certain of Fifth Creek's historical amounts have been reclassified to conform to the Company's financial statement presentation. The unaudited pro forma combined statement of operations for the year ended December 31, 2017 gives effect to the Merger and related transactions as if these transactions had been completed on January 1, 2017. A pro forma combined balance sheet has been omitted from this filing, as a historical balance sheet reflecting the Merger and related transactions has already been filed within the Company's quarterly report on Form 10-Q for the period ended March 31, 2018.

The unaudited pro forma statement of operations has been prepared in accordance with SEC Article 11 of Regulation S-X. In addition, the acquisition method of accounting was applied to the Merger, with the Company treated as the acquirer. The unaudited pro forma statement of operations is provided for informational purposes only and does not purport to represent what the actual consolidated results of operations of the Company would have been had the merger occurred on the dates assumed, nor is it necessarily indicative of future consolidated results of operations.

Note 2. Pro Forma Adjustments and Assumptions

The adjustments are based on currently available information, which is directly attributable to the Merger and related transactions, is factually supportable and has a continuing impact; as well as certain assumptions that the Company believes are reasonable. The actual effects of these transactions may differ from the pro forma adjustments. A general description of these transactions and adjustments are provided as follows:

(a)
Reflects the elimination of Fifth Creek's historical depreciation, depletion and amortization ("DD&A") expense offset by the impact of DD&A expense calculated using the Company's depletion rate, which was calculated in accordance with the successful efforts method of accounting.

(b)
Reflects the elimination of Bill Barrett and Fifth Creek's historical merger transaction expenses associated with the mergers due to their nonrecurring nature.

(c)
Reflects the elimination of Fifth Creek's historical interest expense, assuming the repayment of Fifth Creek's line of credit by the Company.

(d)
The pro forma pre-tax adjustments resulted in no income tax expense (benefit) being recorded in the pro forma statement of operations for the period ended December 31, 2017. Bill Barrett had previously established a full valuation allowance against its net deferred tax assets due to the determination that it was more likely than not that their deferred tax assets would not be realized. Fifth Creek is not a taxable entity for federal income tax purposes, therefore, their historical statements of operations do not include income tax expense (benefit). The Company concluded that it was appropriate to maintain the valuation allowance for the pro forma combined entity, which resulted in an effective tax rate of zero being applied for purposes of estimating the tax impact of the pro forma adjustments.

(e)
Reflects the Company's common shares to be issued to Fifth Creek stockholders.

(f)
Reflects the elimination of a portion of Bill Barrett’s interest expense associated with the $50.0 million of 7.0% Senior Notes relieved in the debt exchange.

(g)
Reflects the completion of the Company's common stock offering at a public offering price of $5.00 per share in December 2017. The Company issued 23,205,529 shares, including 2,205,529 of over-allotment shares, of the Company's stock at a par value of $0.001.

(h)
Reflects the completion of the debt exchange with a holder of Bill Barrett's 7.0% Senior Notes in December 2017. The holder received 10,863,000 shares of common stock at a par value of $0.001 in exchange for the relief of $50.0 million principal amount of the 7.0% Senior Notes at a price of 102% of par. The transaction was treated as an extinguishment of debt per ASC 405-20, Extinguishments of Liabilities, with a loss of $0.3 million recognized during the year ended December 31, 2017. The loss on extinguishment of $0.3 million was eliminated due to its nonrecurring nature.

4



(i)
Reflects the reversal of the Bill Barrett Historical weighted average common basic and diluted shares outstanding associated with the common stock offering and debt exchange transactions, as these transactions were completed in December 2017. The pro forma combined statement of operations gives effect to the mergers and related transactions as if these transactions had been completed on January 1, 2017. Therefore, the full amount of shares issued for both transactions were included as pro forma adjustments (see (g) and (h)) instead of the weighted average as of December 31, 2017.

(j)
Reflects the elimination of sales of oil, natural gas and NGL related revenues directly related to the Uinta Basin Sale. The production volumes eliminated through this pro forma adjustment were 689 MBbls of oil, 345 MMcf of natural gas and 12 MBbls of NGLs for the year ended December 31, 2017.

(k)
Reflects the elimination of direct other operating revenues related to the Uinta Basin Sale.

(l)
Reflects the elimination of direct operating expenses related to the Uinta Basin Sale.

Note 3. Supplemental Pro Forma Natural Gas, NGLs and Crude Oil Reserves Information

The following tables present the combined net proved developed and undeveloped oil, natural gas and NGL reserves as of December 31, 2017, along with a summary of changes in quantities of net remaining proved reserves during the year ended December 31, 2017. The combined reserve information set forth below gives effect to the Merger and related transactions as if these transactions had occurred on January 1, 2017.

The following combined reserve information is not necessarily indicative of the results that might have occurred had the Merger and related transactions taken place on January 1, 2017 and is not intended to be a projection of future results. Future results may vary significantly from the results reflected because of various factors.


Oil (MBbls)

Bill Barrett
Historical
 
Sale of Uinta Basin Assets
 
Pro Forma Bill Barrett
 
Fifth Creek
Historical
 
HighPoint
Combined
Balance at December 31, 2016
31,010

 
(10,886
)
 
20,124

 
82,490

 
102,614

Purchases of oil and gas reserves in place
1,891

 

 
1,891

 

 
1,891

Extension, discoveries and other additions
18,125

 

 
18,125

 
54,483

 
72,608

Revisions of previous estimates
2,990

 

 
2,990

 
(11,891
)
 
(8,901
)
Sales of reserves
(10,196
)
 
10,196

 

 

 

Production
(4,203
)
 
690

 
(3,513
)
 
(664
)
 
(4,177
)
Balance at December 31, 2017
39,617

 

 
39,617

 
124,418

 
164,035



 

 

 

 

Proved developed reserves:

 

 

 

 

December 31, 2016
21,748

 
(10,886
)
 
10,862

 
2,160

 
13,022

December 31, 2017
17,392

 

 
17,392

 
4,720

 
22,112

Proved undeveloped reserves:

 

 

 

 

December 31, 2016
9,262

 

 
9,262

 
80,330

 
89,592

December 31, 2017
22,225

 

 
22,225

 
119,698

 
141,923



5


 
Gas (MMcf)
 
Bill Barrett
Historical
 
Sale of Uinta Basin Assets
 
Pro Forma Bill Barrett
 
Fifth Creek
Historical
 
HighPoint
Combined
Balance at December 31, 2016
76,203

 
(5,247
)
 
70,956

 
81,962

 
152,918

Purchases of oil and gas reserves in place
7,865

 

 
7,865

 

 
7,865

Extension, discoveries and other additions
54,995

 

 
54,995

 
70,336

 
125,331

Revisions of previous estimates
17,710

 

 
17,710

 
9,175

 
26,885

Sales of reserves
(4,902
)
 
4,902

 

 

 

Production
(8,952
)
 
345

 
(8,607
)
 
(657
)
 
(9,264
)
Balance at December 31, 2017
142,919

 

 
142,919

 
160,816

 
303,735

 
 
 
 
 
 
 
 
 
 
Proved developed reserves:
 
 
 
 
 
 
 
 
 
December 31, 2016
47,510

 
(5,247
)
 
42,263

 
2,957

 
45,220

December 31, 2017
74,527

 

 
74,527

 
5,807

 
80,334

Proved undeveloped reserves:
 
 
 
 
 
 
 
 
 
December 31, 2016
28,693

 

 
28,693

 
79,005

 
107,698

December 31, 2017
68,392

 

 
68,392

 
155,009

 
223,401


 
NGLs (MBbls)
 
Bill Barrett
Historical
 
Sale of Uinta Basin Assets
 
Pro Forma Bill Barrett
 
Fifth Creek
Historical
 
HighPoint
Combined
Balance at December 31, 2016
11,142

 
(199
)
 
10,943

 
14,569

 
25,512

Purchases of oil and gas reserves in place
1,244

 

 
1,244

 

 
1,244

Extension, discoveries and other additions
8,599

 

 
8,599

 
15,188

 
23,787

Revisions of previous estimates
2,855

 

 
2,855

 
5,243

 
8,098

Sales of reserves
(187
)
 
187

 

 

 

Production
(1,307
)
 
12

 
(1,295
)
 
(152
)
 
(1,447
)
Balance at December 31, 2017
22,346

 

 
22,346

 
34,848

 
57,194

 
 
 
 
 
 
 
 
 
 
Proved developed reserves:
 
 
 
 
 
 
 
 
 
December 31, 2016
6,718

 
(199
)
 
6,519

 
511

 
7,030

December 31, 2017
11,652

 

 
11,652

 
1,332

 
12,984

Proved undeveloped reserves:
 
 
 
 
 
 
 
 
 
December 31, 2016
4,424

 

 
4,424

 
14,058

 
18,482

December 31, 2017
10,694

 

 
10,694

 
33,516

 
44,210



6


 
Combined (MBoe)
 
Bill Barrett
Historical
 
Sale of Uinta Basin Assets
 
Pro Forma Bill Barrett
 
Fifth Creek
Historical
 
HighPoint
Combined
Balance at December 31, 2016
54,853

 
(11,959
)
 
42,894

 
110,718

 
153,612

Purchases of oil and gas reserves in place
4,446

 

 
4,446

 

 
4,446

Extension, discoveries and other additions
35,890

 

 
35,890

 
81,394

 
117,284

Revisions of previous estimates
8,797

 

 
8,797

 
(5,119
)
 
3,678

Sales of reserves
(11,200
)
 
11,200

 

 

 

Production
(7,002
)
 
759

 
(6,243
)
 
(925
)
 
(7,168
)
Balance at December 31, 2017
85,784

 

 
85,784

 
186,068

 
271,852

 
 
 
 
 
 
 
 
 
 
Proved developed reserves:
 
 
 
 
 
 
 
 
 
December 31, 2016
36,384

 
(11,959
)
 
24,425

 
3,163

 
27,588

December 31, 2017
41,465

 

 
41,465

 
7,020

 
48,485

Proved undeveloped reserves:
 
 
 
 
 
 
 
 
 
December 31, 2016
18,469

 

 
18,469

 
107,555

 
126,024

December 31, 2017
44,319

 

 
44,319

 
179,048

 
223,367


On December 31, 2017, Bill Barrett revised its pro forma proved reserves primarily as a result of the following significant factors:

Extensions, discoveries and other additions. The increase in pro forma Bill Barrett proved reserves related to extensions, discoveries and other additions during 2017 of 35.9 MMBoe was the result of our 2017 drilling program and the timing of development with 2 drilling rigs.

Revisions of previous estimates. At December 31, 2017, Bill Barrett revised its pro forma proved reserves upward by 8.8 MMBoe primarily as a result of classifying 9.8 MMBoe from the probable reserve category, that had previously been classified as proved undeveloped reserves in prior years, back to proved undeveloped reserves. These upward revisions were offset by 1.0 MMBoe of downward revisions due to negative engineering revisions and proved undeveloped reserves moved to the probable reserve category, offset by an increase due to ownership interest changes, improved commodity prices and reduced lease operating costs.

Purchases of oil and gas reserves in place. The increase in pro forma Bill Barrett proved reserves related to the purchase of oil and gas reserves in place of 4.4 MMBoe is primarily due to the acquisition of additional ownership interest within the DJ Basin.

On December 31, 2017, Fifth Creek revised its proved reserves primarily as a result of the following significant factors:

Extensions, discoveries and other additions. The increase in Fifth Creek's extensions, discoveries and other additions during 2017 contributed to the increase of 81.4 MMBoe. Prior to the Stateline Acquisition, the Stateline Properties did not include any proved undeveloped reserves, as the prior owner did not have any plans to develop the properties. Upon completion of the Stateline Acquisition, however, Fifth Creek prepared a five-year development plan focused on developing the Stateline Properties in a manner consistent with that of offset operators in the area, which resulted in the addition of proved undeveloped locations and related reserves.

Revisions of previous estimates. At December 31, 2017, Fifth Creek experienced downward revisions of 5.1 MMBoe. These downward revisions were primarily driven by classifying proved undeveloped reserves as probable reserves due to a change in drilling plans, offset by positive engineering revisions, improved commodity prices and reduced lease operating costs.

Production. During the year ended December 31, 2017, Fifth Creek experienced a reduction of its proved reserves of 0.9 MMBoe related to production of existing wells.

The combined standardized measure of discounted future net cash flows relating to proved oil, natural gas, and NGL reserves as of December 31, 2017 are as follows:


7


 
Bill Barrett
Historical
 
Fifth Creek
Historical
 
HighPoint
Combined
 
(in thousands)
Future cash inflows
$
2,647,413

 
$
7,018,003

 
$
9,665,416

Future production costs
(718,752
)
 
(1,710,064
)
 
(2,428,816
)
Future development costs
(431,723
)
 
(2,012,007
)
 
(2,443,730
)
Future income taxes

 

 

Future net cash flows
1,496,938

 
3,295,932

 
4,792,870

10% annual discount
(667,627
)
 
(2,062,464
)
 
(2,730,091
)
Standardized measure of discounted future net cash flows
$
829,311

 
$
1,233,468

 
$
2,062,779


The changes in the combined standardized measure of discounted future net cash flows relating to proved oil, natural gas and NGL reserves for the year ended December 31, 2017 are as follows:

 
Bill Barrett
Historical
 
Sale of Uinta Basin Assets
 
Pro Forma Bill Barrett
 
Fifth Creek
Historical
 
HighPoint
Combined
 
(in thousands)
Standardized measure of discounted future net cash flows, beginning of period
$
329,309

 
$
(76,428
)
 
$
252,881

 
$
355,233

 
$
608,114

Sales of oil and gas, net of production costs and taxes
(191,669
)
 
25,643

 
(166,026
)
 
(26,054
)
 
(192,080
)
Extensions, discoveries and improved recovery, less related costs
346,973

 
 
 
346,973

 
505,643

 
852,616

Quantity revisions
112,452

 
 
 
112,452

 
109,831

 
222,283

Price revisions
253,738

 
(49,036
)
 
204,702

 
267,888

 
472,590

Previously estimated development costs incurred during the period
138,094

 
(7,069
)
 
131,025

 
18,722

 
149,747

Changes in estimated future development costs
(118,967
)
 
 
 
(118,967
)
 
(73,281
)
 
(192,248
)
Accretion of discount
31,816

 
 
 
31,816

 
35,523

 
67,339

Purchases of reserves in place
42,979

 
 
 
42,979

 

 
42,979

Sales of reserves
(107,620
)
 
106,890

 
(730
)
 

 
(730
)
Change in production rates (timing) and other
(7,794
)
 
 
 
(7,794
)
 
39,963

 
32,169

Net changes in future income taxes

 
 
 

 

 

Standardized measure of discounted future net cash flows, end of period
$
829,311

 
$

 
$
829,311

 
$
1,233,468

 
$
2,062,779



8