UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K


(Mark One)
þANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the fiscal year ended December 31, 20182020
or
 
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period fromto


Commission file number 001-32367001-38435


HighPoint Resources Corporation
(Exact name of registrant as specified in its charter)
 
Delaware82-3620361
(State or other jurisdiction of

incorporation
or organization)
(IRS Employer

Identification No.)

555 17th Street, Suite 3700
1099 18th Street, Suite 2300
Denver, Colorado
Denver, Colorado 80202
(Address of principal executive offices)(Zip Code)

(Address of principal executive office, including zip code)
(303) 293-9100
(Registrant'sRegistrant’s telephone number, including area code)


Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbolName of each exchange on which registered
Common Stock, $.001 par valueHPRNew York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
o  Yes   þ  No


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
o  Yes   þ  No


Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  þ  Yes    o  No


Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). þ  Yes    o  No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of "large“large accelerated filer," "accelerated” “accelerated filer," "smaller” “smaller reporting company"company” and "emerging“emerging growth company"company” in Rule 12b-2 of the Exchange Act.

Large accelerated fileroAccelerated filerþ
Non-accelerated fileroSmaller reporting companyo
Emerging growth companyo


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
o  Yes   þ  No


The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 20182020 was $662,241,218$32,515,387 (based on the closing price of $6.08$14.75 per share as of the last business day of the fiscal quarter ended June 30, 2018)2020).


As of February 5, 2019,4, 2021, the registrant had 212,532,6554,305,075 outstanding shares of $0.001 per share par value common stock.


DOCUMENTS INCORPORATED BY REFERENCE


The information required in Part III of this Annual Report on Form 10-K will be included in a future filing with the SEC within 120 days after December 31, 2020, and is incorporated by reference from the registrant's definitive proxy statement for the registrant's Annual Meetingin this report.



Table of Stockholders to be held in May 2019 to be filed pursuant to Regulation 14A no later than 120 days after the end of the registrant's fiscal year ended December 31, 2018.Contents


GLOSSARY OF OIL, NATURAL GAS AND NGL TERMS


The following are abbreviations and definitions of certain terms used in this document, which are commonly used in the oil and gas industry:


Bbl. Stock tank barrel, or 42 U.S. gallons liquid volume.


Bcf. Billion cubic feet of natural gas.


Boe. Barrel of oil equivalent, determined by converting gas volumes to barrels of oil equivalent using the ratio of six Mcf of natural gas to one Bbl of crude oil, condensate or natural gas liquids.


Boe/d. Boe per day.


Btu or British thermal unit. The quantity of heat required to raise the temperature of one pound of water by one degree Fahrenheit.


Completion. Refers to installation of permanent equipment for production of oil or gas, or, in the case of a dry well, to reporting to the appropriate authority that the well has been abandoned.


Condensate. A mixture of hydrocarbons that exists in the gaseous phase at original reservoir temperature and pressure, but that, when produced, is in the liquid phase at surface pressure and temperature.


COVID-19. A highly transmissible and pathogenic coronavirus.

Developed acreage. The number of acres that are allocated or assignable to productive wells or wells capable of production.


Development well. A well drilled within the proved area of a natural gas or oil reservoir to the depth of a stratigraphic horizon known to be productive.


Dry hole or Dry well. An exploratory, development, or extension well that proves to be incapable of producing either oil or gas in sufficient quantities to justify completion as an oil or gas well.


EBITDAX. Earnings before interest, taxes, depreciation, depletion, amortization and exploration expenses.

EHS. Environmental, Health and Safety.


Environmental Impact Statement. A more detailed study of the potential direct, indirect and cumulative impacts of a federal project that is subject to public review and potential litigation.


EPA. The United States Environmental Protection Agency.


E&P waste. Exploration and production waste, intrinsic to oil and gas drilling and production operations.


Exploratory well. A well drilled to find a new field or to find a new reservoir in a field previously found to be productive of oil or gas in another reservoir.


Field. An area consisting of either a single reservoir or multiple reservoirs, all grouped on or related to the same individual geological structural feature and/or stratigraphic condition.


Gross acres or gross wells. The total acres or wells, as the case may be, in which a working interest is owned.


Henry Hub. The Erath, LA settlement point price as quoted in Platt'sPlatt’s Gas Daily.


Horizontal drilling. A drill rig operation of drilling vertically to a defined depth and then mechanically steering the drill bit to drill horizontally within a designated zone typically defined as the prospective pay zone to be completed for oil and or gas.


Hydraulic fracturing. The injection of water, sand and additives under pressure, usually down casing that is cemented in the wellbore, into prospective rock formations at depth to stimulate natural gas and oil production.



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Identified drilling locations. Total gross locations specifically identified and scheduled by management as an estimation of our multi-year drilling activities on existing acreage. Our actual drilling activities may change depending on the availability of capital, regulatory approvals, seasonal restrictions, natural gas and oil prices, costs, drilling results and other factors.


MBbls. Thousand barrels of crude oil or other liquid hydrocarbons.


MBoe. Thousand barrels of oil equivalent, determined using the ratio of one Bbl of crude oil, condensate or natural gas liquids to six Mcf of natural gas.


Mcf. Thousand cubic feet of natural gas.


MMBbls. Million barrels of crude oil or other liquid hydrocarbons.


MMBoe. Million barrels of oil equivalent, determined using the ratio of one Bbl of crude oil, condensate or natural gas liquids to six Mcf of natural gas.


MMBtu. Million British thermal units.


MMcf. Million cubic feet of natural gas.


Mt. Belvieu. The Mt. Belvieu, TX settlement point price as quoted by Oil Price Information Service.


Net acres or net wells. The sum of the fractional working interest owned in gross acres or gross wells, as the case may be.


Net revenue interest. An owner'sowner’s interest in the revenues of a well after deducting proceeds allocated to royalty and overriding interests.


NGLs.Natural gas liquids.


NWPL. Northwest Pipeline Corporation price as quoted in Platt'sPlatt’s Inside FERC.


OPEC. Organization of Petroleum Exporting Countries.

Percentage of proceeds contracts. Under percentage of proceeds (POP) contracts, processors receive an agreed upon percentage of the actual proceeds of the sale of the dry natural gas and NGLs.


Play. A term used to describe an accumulation of oil and/or natural gas resources known to exist, or thought to exist based on geotechnical research, over a large area.


Plugging and abandonment. Refers to the sealing off of fluids in the strata penetrated by a well so that the fluids from one stratum will not escape into another or to the surface. Regulations of all states require plugging of abandoned wells.


Productive well. Producing wells and wells capable of production, including natural gas wells awaiting pipeline connections to commence deliveries and oil wells awaiting connection to production facilities.


Prospect. A specific geographic area which, based on supporting geological, geophysical or other data and also preliminary economic analysis using reasonably anticipated prices and costs, is deemed to have potential for the discovery of commercial hydrocarbons.


Proved developed reserves. Proved reserves that can be expected to be recovered through existing wells with existing equipment and operating methods.


Proved reserves. The quantities of oil, natural gas and natural gas liquids, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible - from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations - prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain.


Proved undeveloped reserves or PUD. Proved reserves that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion. Proved undeveloped reserves
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on undrilled acreage are limited to those directly offsetting development spacing areas that are reasonably certain of production when drilled, unless evidence using reliable technology exists that establishes reasonable certainty of economic producibility at

greater distances. Undrilled locations can be classified as having proved undeveloped reserves only if a development plan has been adopted indicating that they are scheduled to be drilled within five years of initial booking, unless the specific circumstances justify a longer time. No proved undeveloped reserves can be attributed to any acreage for which an application of fluid injection or other improved recovery technique is contemplated unless such techniques have been proved effective by actual projects in the same reservoir or an analogous reservoir, or by other evidence using reliable technology establishing reasonable certainty.


Recompletion. The process of re-entering an existing wellbore that is either producing or not producing and completing new reservoirs in an attempt to establish or increase existing production.


Reservoir. A porous and permeable underground formation containing a natural accumulation of producible natural gas and/or oil that is confined by impermeable rock or water barriers and is separate from other reservoirs.


SEC. U.S. Securities and Exchange Commission.


Standardized Measure. The present value of estimated future cash inflows from proved oil, natural gas and NGL reserves, less future development and production costs and future income tax expenses, using prices and costs as of the date of estimation without future escalation, without giving effect to hedging activities, non-property related expenses such as general and administrative expenses, debt service and depreciation, depletion and amortization and discounted using an annual discount rate of 10% to reflect timing of future cash flows.


Undeveloped acreage. Lease acreage on which wells have not been drilled or completed to a point that would permit the production of economic quantities of oil and natural gas regardless of whether such acreage contains proved reserves.


Working interest. The operating interest that gives the owner of such interest the right to drill, produce and conduct operating activities on the property and receive a share of production and requires the owner of such interest to pay a share of the costs of drilling and production operations.


WTI. West Texas Intermediate price as quoted on the New York Mercantile Exchange.


WTI Cushing. The West Texas Intermediate price at the Cushing, OK settlement point as quoted by Bloomberg, using crude oil price bulletins.



4


CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS


This Annual Report on Form 10-K contains "forward-looking statements"“forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, (the "Securities Act"“Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"“Exchange Act”), and the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements about our future strategy, plans, estimates, beliefs, timing and expected performance.


All statements in this report, other than statements of historical fact, are forward-looking statements. Forward-looking statements may be found in "Items“Items 1 and 2. Business and Properties"Properties”, "Item“Item 1A. Risk Factors"Factors”, "Item“Item 7. Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations"Operations” and other sections of this Annual Report on Form 10-K. In some cases, you can identify forward-looking statements by terminology such as "expect"“expect”, "seek"“seek”, "believe"“believe”, "upside"“upside”, "will"“will”, "may"“may”, "expect"“expect”, "anticipate"“anticipate”, "plan"“plan”, "will“will be dependent on"on”, "project"“project”, "potential"“potential”, "intend"“intend”, "could"“could”, "should"“should”, "estimate"“estimate”, "predict"“predict”, "pursue"“pursue”, "target"“target”, "objective"“objective”, or "continue"“continue”, the negative of such terms or other comparable terminology.


Forward-looking statements are dependent upon events, risks and uncertainties that may be outside our control. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, the following risks and uncertainties:uncertainties associated with the following:


volatility ofa potential inability to complete, or market prices received for oil, natural gasconditions affecting, the Merger, the Exchange Offer and, NGLs;if applicable, the Prepackaged Plan (as those terms are defined in Items 1 and 2, Business and Properties – Business – Significant Business Developments – Pending Merger with Bonanza Creek Energy, Inc.);
actual production being less than estimated;
changes in the estimates of proved reserves;
availability of midstream and downstream markets to sell our products;
reductions in the borrowing base under our revolving bank credit facility (sometimes referred to as the "Amended Credit Facility");
availability of capital at a reasonable cost;
legislative or regulatory changes that can affect our ability to permit wells and conduct operations, including on federal lands under the new Biden Administration, as well as ballot initiatives seeking excessive setbacks, drilling moratoria or bans on hydraulic fracturing;
defaults under our bank credit facility (“Credit Facility”), and the related impact on our ability to continue as a going concern;
reductions in the borrowing base under our Credit Facility, and the related impact on our ability to continue as a going concern;
debt and equity market conditions and availability of capital, and the related impact on our ability to continue as a going concern;
outbreaks of communicable diseases like COVID-19 and resulting regulatory and economic consequences;
the ability and willingness of OPEC along with non-OPEC oil-producing countries (collectively known as “OPEC+”), to agree to and maintain oil price and production controls;
volatility of market prices received for oil, natural gas and NGL, and the risk of a prolonged period of depressed prices;
actual production being less than estimated;
changes in the estimates of proved reserves;
availability of midstream and downstream markets to sell our products;
availability of third party goods and services at reasonable rates;
liabilities resulting from litigation concerning alleged damages related to environmental issues, pollution, contamination, personal injury, royalties, marketing, title to properties, validity of leases, regulatory penalties or other matters that may not be covered by an effective indemnity or insurance; and
other uncertainties, including the factors discussed below and elsewhere in this Annual Report on Form 10-K, particularly in "Item“Item 1A. Risk Factors"Factors”, all of which are difficult to predict.


In light of these and other risks, uncertainties and assumptions, anticipated events addressed in forward looking statements may not occur.


The forward-looking statements contained in this Annual Report on Form 10-K are largely based on our expectations, which reflect estimates and assumptions made by our management. Although we believe such estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond our control. In addition, management'smanagement’s assumptions about future events may prove to be inaccurate. Management cautions all readers that the forward-looking statements contained in this Annual Report on Form 10-K are not guarantees of future performance, and we cannot assure any reader that our expectations will be realized or that future forward-looking events and circumstances will occur as anticipated. Actual results may differ materially from those anticipated or implied in the forward-looking statements due to many factors including those listed above and in "Item“Item 1A. Risk Factors"Factors” and elsewhere in this Annual Report on Form 10-K. All forward-looking statements speak only as of the date of this Annual Report on Form 10-K. Readers should not place
5


undue reliance on these forward-looking statements, which reflect management'smanagement’s views only as of the date hereof. Other than as required under the securities laws, we do not intend, and do not undertake any obligation to, update or revise any forward-looking statements as a result of changes in internal estimates or expectations, new information, subsequent events or circumstances or otherwise. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.



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PART I


Items 1 and 2. Business and Properties.


BUSINESS


General


HighPoint Resources Corporation, a Delaware corporation, together with its wholly-owned subsidiarysubsidiaries (collectively, the "Company"“Company”, "we"“HighPoint”, "our"“we”, “our” or "us"“us”) is an independent oil and gas company engaged in the exploration, development and production of oil, natural gas and natural gas liquids ("NGLs"(“NGLs”). We became the successor to Bill Barrett Corporation ("(“Bill Barrett"Barrett”), on March 19, 2018, upon closing of the transactions contemplated by the Agreement and Plan of Merger, dated December 4, 2017 (the "Merger Agreement"“2018 Merger Agreement”), pursuant to which Bill Barrett combined with Fifth Creek Energy Operating Company, LLC ("(“Fifth Creek"Creek”) (the "Merger"“2018 Merger”). As a result of the 2018 Merger, Bill Barrett became a wholly-owned subsidiary of HighPoint Resources Corporation and subsequently Bill Barrett changed its name to HighPoint Operating Corporation. We currently conduct our activities principally in the Denver Julesburg Basin ("(“DJ Basin"Basin”) in Colorado. Except where the context indicates otherwise, references herein to the "Company"“Company” with respect to periods prior to the completion of the 2018 Merger refer to Bill Barrett and its subsidiaries.


We seek to build stockholder value by delivering profitable growth in cash flow, reserves and production through the development of oil and natural gas assets. In order to deliver profitable growth, we allocate capital to our highest return assets, concentrate expenditures on exploiting our core assets, maintain capital discipline and optimize operations while upholding high-level standards for health, safety and the environment. Substantially all of our revenues are generated through the sale of oil and natural gas production and NGL recovery at market prices.


We are committed to developing and producing oil and natural gas in a responsible and safe manner. Our employees work diligently with regulatory agencies, as well as environmental, wildlife and community organizations, to ensure that exploration and development activities meet stakeholders'stakeholders’ expectations and regulatory requirements.


We are incorporated in the State of Delaware and our common stock is traded on the New York Stock Exchange under the symbol "HPR". The principal executive offices are located at 1099 18th Street, Suite 2300, Denver, Colorado 80202, and the telephone number at that address is (303) 293-9100.

We maintain a website at the address http://www.hpres.com. No information on our website is incorporated by reference herein or deemed to be part of this Annual Report on Form 10-K. We make available free of charge through our website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC via EDGAR and posted at http://www.sec.gov. Additionally, our Code of Business Conduct and Ethics, which includes our code of ethics for senior financial management, Corporate Governance Guidelines, Corporate Responsibility Report, and the charters of our Audit Committee, Compensation Committee, Reserves and EHS Committee and Nominating and Corporate Governance Committee, are posted on our website and are available in print free of charge to any stockholder who requests them. Requests should be sent by mail to our corporate secretary at our principal office at 1099 18555 17th Street, Suite 2300,3700, Denver, Colorado 80202. We intend to disclose on our website any amendments or waivers to our Code of Business Conduct and Ethics that are required to be disclosed pursuant to Item 5.05 of Form 8-K. This Annual Report on Form 10-K and ourOur website containcontains information provided by other sources that we believe are reliable. We cannot assure you that the information obtained from other sources is accurate or complete.


We operate in one industry segment, which is the exploration, development and production of oil and natural gas, and all operations are conducted in the United States. Consequently, we currently report a single reportable segment. See "Financial Statements"“Financial Statements” and the notes to our consolidated financial statements for financial information about this reportable segment.


Significant Business Developments


Pending Merger with FifthBonanza Creek Energy, Operating Company, LLCInc.


On March 19, 2018, we completedNovember 9, 2020, the Company and Bonanza Creek Energy, Inc., a Delaware corporation (“Bonanza Creek”), entered into a definitive merger agreement (“Merger Agreement”) to effectuate the strategic combination of Bonanza Creek and HighPoint (“Merger”). The transaction has been unanimously approved by the board of directors of each company. Under the terms of the Merger Agreement, Bonanza Creek has commenced a registered offer to exchange HighPoint’s senior unsecured notes (the “HighPoint Notes”) for senior notes and common stock of Bonanza Creek (the “Exchange Offer”). The Exchange Offer is conditioned on a minimum participation condition of not less than 97.5% of the aggregate outstanding principal amount of each series of HighPoint Notes being validly tendered in accordance with Fifth Creek. The Merger was effected through the issuanceterms of 100 millionthe Exchange Offer prior to the expiration date of the Exchange Offer (the “Minimum Participation Condition”). Based on the number of shares of ourBonanza Creek common stock with a fair valueoutstanding as of $484.0 million on the date of closing,the Merger Agreement, existing holders of Bonanza Creek common stock
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will own approximately 68% of the issued and outstanding shares of the repaymentcombined company, existing holders of $53.9HighPoint common stock will own approximately 1.6% of the combined company and holders of the HighPoint Notes will own approximately 30.4% of the combined company and up to $100 million of Fifthsenior unsecured notes to be issued by Bonanza Creek debt.in connection with the Exchange Offer. Registration statements on Form S-4 of Bonanza Creek and a merger proxy of HighPoint have been declared effective by the SEC. The Exchange Offer expires on March 11, 2021 (unless extended by HighPoint and Bonanza Creek) and special meetings for Bonanza Creek and HighPoint stockholders will both be held on March 12, 2021 to approve the Merger.



Assets acquired included approximately 81,000 net acres in Weld CountyConcurrently with the Exchange Offer, HighPoint is soliciting votes from the holders of the HighPoint Senior Notes to accept or reject a prepackaged plan of reorganization under Chapter 11 of the United States Bankruptcy Code in the DJ Basin, substantially allUnited States Bankruptcy Court for the District of whichDelaware (the “Court,” and such plan, the “Prepackaged Plan”).

If the Minimum Participation Condition is met, and if certain customary closing conditions are operated,satisfied (including approval by each company’s shareholders), the companies will effect the Exchange Offer and 62 producing standard-length lateral wellsBonanza Creek will acquire HighPoint at closing through a merger outside of bankruptcy, whereby HighPoint will merge with a wholly owned subsidiary of Bonanza Creek, with HighPoint continuing its existence as the surviving company following the merger and 10 producing extended-reach lateral wells. Incontinuing as a wholly owned subsidiary of Bonanza Creek. If the Minimum Participation Condition is not met, HighPoint intends to file voluntary petitions under Chapter 11 with the Court to effectuate the solicited Prepackaged Plan and consummate the transaction. The consummation of the Prepackaged Plan will be subject to confirmation by the Court in addition we recorded net proved reservesto other conditions set forth in the Prepackaged Plan, a transaction support agreement and related transaction documents.

The transactions are expected to close in the first quarter of 9.3 MMBoe,2021 under the Exchange Offer or in the first or second quarter of which 4.7 MMBoe were proved developed reserves and 4.6 MMBoe were proved undeveloped reserves.2021 under the Prepackaged Plan. There can be no assurance that the Merger will be consummated or consummated within the expected timeframe.


PROPERTIES


Overview


As of December 31, 2018,2020, we have one key area of production: the DJ Basin.


Our acreage positions in the DJ Basin are predominantly located in Colorado'sColorado’s eastern plains and parts of southeastern Wyoming.plains.


DJ Basin Key Statistics


Estimated proved developed reserves as of December 31, 20182020 - 104.650.8 MMBoe.
Producing wells - We had interests in 492566 gross (341.7(396.5 net) producing wells as of December 31, 2018,2020, and we serve as operator in 383of 451 gross wells.
20182020 net production - 10,17110,953 MBoe.
Acreage - We held 73,08954,722 net undeveloped and 81,77876,961 net developed acres as of December 31, 2018.2020.
Capital expenditures - Our capital expenditures for 20182020 were $508.2$97.3 million for participation in the drilling of 13231 gross (89.6(13.7 net) wells, acquisition of leasehold acres and construction of gathering facilities.
As of December 31, 2018,2020, we were not drilling 4 gross (3 net)any wells, and webut were waiting to complete 1639 gross (14(16.0 net) wells within the DJ Basin.wells.
Based on our proved reserves as of January 1, 2018,2021, we have a 72%66% weighted average working interest in our producing wells in the DJ Basin.
The DJ Basin is a high growthan oil development area where operators are targeting the Niobrara and Codell formations and employing new technologies to optimize oil recoveries and economic returns. We believe that theThe DJ Basin offers us significant growthhas a low cost structure, mature infrastructure, strong production efficiencies, multiple producing horizons, multiple service providers, established reserves, and prospective drilling opportunities, with potential acreage additions to our current leasehold position, possible development of additional formations, increased utilization of extended reach (long lateral) horizontal wells, well completion optimizationwhich helps facilitate predictable production and ongoing cost reduction.reserve growth.


The DJ Basin is aour core area of operation whereoperation; we drilled 10331 gross (86.2(13.7 net) operated wells and placed 8734 gross (71.0(25.0 net) operated wells on initial flowback in 2018.2020. We had two rigs operating at the beginninguntil we suspended drilling in May of 20182020. Prior to suspending drilling and added additional rigs throughout the year. In 2018,completion operations, we continued to drill extended reach horizontal wells in the Niobrara and Codell formations across the greater Northeast Wattenberg area of the DJ Basin, continuing to optimize our completion technology and establishing a scalable development program. In addition, we focused on the initial development of the Hereford field assets acquired in the Merger. The combination of this development along with nearby competitor activity continued to de-risk our acreage in the two areas.technology.


Our oil production from the DJ Basin is sold at the lease and is either trucked or transported by pipelines to various markets. Our gas production from the DJ Basin is gathered and processed by third parties, and we receive residue gas and NGL revenue under percentage of proceeds or fee-based contracts.
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Oil and Gas Data


Proved Reserves


The following table presents our estimated net proved oil, natural gas and NGL reserves at each of December 31, 2018, 20172020, 2019 and 20162018 based on reserve reports prepared by us and audited by independent third party petroleum engineers. While we are not required by the SEC or accounting regulations or pronouncements to have our reserve estimates independently audited, such an audit is required under our Amended Credit Facility. All of our proved reserves included in our reserve reports are located in North America. Netherland, Sewell & Associates, Inc. ("NSAI"(“NSAI”) audited all of our reserves estimates at December 31, 2018, 20172020, 2019 and 2016.2018. NSAI is retained by and reports to the Reserves and EHS Committee of our Board of Directors. When compared on a well-by-well or lease-by-lease basis, some of our internal estimates of net proved reserves are greater and some are less than NSAI'sNSAI’s estimates. However, in the aggregate, NSAI'sNSAI’s estimates of total net proved reserves are within 10% of our internal estimates. In addition to a third party audit, our reserves are reviewed by our Reserves and EHS

Committee. The Reserves and EHS Committee reviews the final reserves estimates in conjunction with NSAI'sNSAI’s audit letter and meets with the key representative of NSAI to discuss NSAI'sNSAI’s review process and findings.

 As of December 31,As of December 31,
Proved Reserves: (1)
 2018 2017 2016
Proved Reserves: (1)
202020192018
Proved Developed Reserves:      Proved Developed Reserves:
Oil (MMBbls) 24.5
 17.4
 21.8
Oil (MMBbls)22.6 25.7 24.5 
Natural gas (Bcf) 84.0
 74.5
 47.5
Natural gas (Bcf)92.6 89.4 84.0 
NGLs (MMBbls) 12.9
 11.7
 6.7
NGLs (MMBbls)12.8 11.2 12.9 
Total proved developed reserves (MMBoe) 51.4
 41.5
 36.4
Total proved developed reserves (MMBoe)50.8 51.8 51.4 
Proved Undeveloped Reserves:      Proved Undeveloped Reserves:
Oil (MMBbls) 34.5
 22.2
 9.3
Oil (MMBbls)— 48.4 34.5 
Natural gas (Bcf) 56.3
 68.4
 28.7
Natural gas (Bcf)— 91.9 56.3 
NGLs (MMBbls) 9.3
 10.7
 4.4
NGLs (MMBbls)— 11.9 9.3 
Total proved undeveloped reserves (MMBoe) (2)
 53.2
 44.3
 18.5
Total proved undeveloped reserves (MMBoe) (2)
— 75.6 53.2 
Total Proved Reserves (MMBoe) (3)
 104.6
 85.8
 54.9
Total Proved Reserves (MMBoe)Total Proved Reserves (MMBoe)50.8 127.4 104.6 


(1)Our proved reserves were determined in accordance with SEC guidelines, using the average of the prices on the first day of each month in 2018 for natural gas (Henry Hub price) and oil (WTI Cushing price), subject to certain adjustments, or $3.10 per MMBtu of natural gas and $65.56 per barrel of oil, respectively, without giving effect to hedging transactions. The average NGL price of $32.71 per barrel was based on Mt Belvieu pricing using a historical composite percentage. We currently do not include future reclamation costs net of salvage value in the calculation of our proved reserves.
(2)Approximately 51%, 52% and 34% of our estimated proved reserves (by volume) were undeveloped for the years ended December 31, 2018, 2017 and 2016, respectively.
(3)Total proved reserves have been reduced for the sale of non-core oil and gas properties in the amount of 11.2 MMBoe and 2.0 MMBoe for the years ended December 31, 2017 and 2016, respectively.

(1)Our proved reserves were determined in accordance with SEC guidelines, using the average of the prices on the first day of each month in 2020 for natural gas (Henry Hub price) and oil (WTI Cushing price), subject to certain adjustments, or $1.99 per MMBtu of natural gas and $39.54 per barrel of oil, respectively, without giving effect to hedging transactions. The average NGL price per barrel was based on a percentage of the average oil price, subject to certain adjustments. We currently do not include future reclamation costs net of salvage value in the calculation of our proved reserves.
(2)Approximately 51% and 52% of our estimated proved reserves (by volume) were undeveloped for the years ended December 31, 2019 and 2018, respectively.

The data in the above table represent estimates only. Oil, natural gas and NGLs reserve engineering is an estimationreserves are estimates of accumulations of oil, natural gas and NGLs that cannot be measured exactly. The accuracy of any reserves estimate is a function of the quality of available data and engineering and geological interpretation and judgment. Accordingly, reserves estimates may vary from the quantities of oil, natural gas and NGLs that are ultimately recovered. See "Item“Item 1A. Risk Factors"Factors”.


Annually, management develops a capital expenditure plan based on the best data available at the time. Our capital expenditure plan incorporates a development plan for converting PUD reserves to proved developed and includes only PUD reserves that we are reasonably certain will be drilled within five years of booking based upon management’s evaluation of a number of qualitative and quantitative factors, including estimated risk-based returns; estimated well density; commodity prices and cost forecasts; recent drilling recompletion or re-stimulation results and well performance; and anticipated availability of services, equipment, supplies and personnel. This process is intended to ensure that PUD reserves are only booked for locations where a final investment decision has been made based on current corporate strategy. In early 2020, global health care systems and economies began to experience strain from the spread of COVID-19. As the virus spread, global economic activity began to slow resulting in a decrease in demand for oil and natural gas. In response, OPEC+ initiated discussions to reduce production to support energy prices. With OPEC+ unable to agree on cuts, energy prices declined sharply during the first half of 2020. While prices partially recovered during the second half of 2020, uncertainties related to the demand for oil and natural gas remain as the COVID-19 pandemic continues to impact the world economy. The impacts of substantially lower oil, natural gas and NGL
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prices on the economics of our existing wells and planned future development were adversely affected, which led to impairments of our proved and unproved oil and gas properties, reductions to our oil and gas reserve quantities and reductions to the borrowing capacity on our Credit Facility. In response to these conditions, we indefinitely suspended our drilling and completion activity starting in May 2020. In addition, in November 2020 we entered into the Merger Agreement with Bonanza Creek, and that agreement restricts our near-term capital spending levels and does not allow for drilling or completion operations. Furthermore, if the Merger does not close as contemplated, we do not have assurance that we will have the capital availability to resume drilling and completion operations. As a result, we have reclassified 65.9 MMboe of PUD reserves to non-proved categories as of December 31, 2020, not because the PUD locations are uneconomic but rather because we may not have the adequate financial capability to develop the PUD reserves within the five year development window.

The following tables illustrate the history of our proved undeveloped reserves from December 31, 20162018 through December 31, 2018:2020:


As of December 31,
Proved Undeveloped Reserves:202020192018
(MMBoe)
Beginning balance75.6 53.2 44.3 
Additions from drilling program (1)(2)
— 32.2 41.3 
Acquisitions— 1.9 5.2 
Engineering revisions (3)
(4.0)0.8 (6.7)
Price revisions(0.2)(0.4)0.2 
Converted to proved developed(5.5)(12.1)(21.1)
Sold/ expired/ other (4)(5)
(65.9)— (10.0)
Total proved undeveloped reserves— 75.6 53.2 
  As of December 31,
Proved Undeveloped Reserves: 2018 2017 2016
  (MMBoe)
Beginning balance 44.3
 18.5
 43.9
Additions from drilling program (1)
 41.3
 31.7
 8.4
Acquisitions (1)
 5.2
 
 
Engineering revisions (2)
 (6.7) 10.8
 (0.7)
Price revisions 0.2
 0.2
 (0.3)
Converted to proved developed (21.1) (13.0) (8.5)
Sold/ expired/ other (3)
 (10.0) (3.9) (24.3)
Total proved undeveloped reserves (4)
 53.2
 44.3
 18.5


(1)The increase in proved undeveloped reserves for the year ended December 31, 2019 was related to the expansion of our drilling program in the Hereford field and a successful extension test in our Northeast Wattenberg field.
(1)The increase in proved undeveloped reserves is
(2)The increase in proved undeveloped reserves for the year ended December 31, 2018 was primarily related to the addition of the Hereford field as a result of the 2018 Merger with Fifth Creek. The upward revisions include 41.0 MMboe related to the Hereford field that were added to the proved undeveloped reserve category as these locations are included in our near-term development plans.
(3)Negative engineering revisions for the year ended December 31, 2018 of 6.7 MMBOE are composed of 2.9 MMBoe at Hereford due to results from nine drilled but not completed (“DUC”) wells acquired in the 2018 Merger which were testing tighter well spacing, and two of the Hereford field as a result of the Merger with Fifth Creek. The upward revisions include 41.0 MMboe related to the Hereford field that were added to the proved undeveloped reserve category as these locations are included in our near-term development plans.
(2)Negative engineering revisions of 6.7 MMBOE are composed of 2.9 MMBoe at Hereford due to results from nine drilled but not completed ("DUC") wells acquired in the Merger which were testing tighter well spacing, and two of which

experienced mechanical issues, and 3.8 MMBoe at Northeast Wattenberg due to well under performance in a new development.
(3)10.0 MMboe of proved undeveloped reserves in our Northeast Wattenberg field were removed due to the Merger as a result of focusing our drilling plans to target the higher return locations in the Hereford field.
(4)Our booked proved undeveloped locations in the DJ Basin represent approximately 4 rig-years of drilling inventory which we currently plan to develop over the next 1.5 to 2 years. This proved undeveloped inventory represents a conservative investment decision to drill these locations within the five-year development window allowed at the time the applicable proved undeveloped reserve is booked and is only a small portion of our large resource base, much of which meets the engineering definition for proved undeveloped reserves. However, the timing of such drilling is subject to change based on a number of factors, many of which are unpredictable and beyond our control, such as changes in commodity prices, anticipated cash flows and projected rate of return, access to capital, new opportunities with better returns on investment that were not known at the time of the reserve report, asset acquisitions and/or sales and actions or inactions of other co-owners or industry operators. As such, the relative proportion of total proved undeveloped locations that we develop may not necessarily be uniform from year to year, but could vary by year based upon the foregoing factors. We attempt to maximize the rate of return on capital deployed, which requires that we continually review all investment options available. As a result, at times we may delay or remove the drilling of certain projects, including scheduled proved undeveloped locations, in favor of projects with more attractive rates of return, leading us to deviate from our original development plan.

(4)For the year ended December 31, 2020 proved undeveloped reserves of 65.9 MMboe were removed based on the information described above.
(5)For the year ended December 31, 2018, 10.0 MMboe of proved undeveloped reserves in our Northeast Wattenberg field were removed due to the 2018 Merger as a result of focusing our drilling plans to target the higher return locations in the Hereford field.

Year Ended December 31,
202020192018
Proved undeveloped locations converted to proved developed wells during year31 64 69 
Proved undeveloped drilling and completion capital invested (in millions)$77.2 $262.4 $269.1 
Proved undeveloped facilities capital invested (in millions)$2.8 $13.5 $28.5 
Percentage of proved undeveloped reserves converted to proved developed%23 %48 %
Prior year’s proved undeveloped reserves remaining undeveloped at current year end (MMBoe)— 42.4 11.2 
At December 31, 2020, our proved undeveloped reserves were zero. At December 31, 2019, our proved undeveloped reserves were 75.6 MMBoe. During 2020, 5.5 MMBoe, or 7% of our December 31, 2019 proved undeveloped reserves (31 wells), were converted into proved developed reserves and required $77.2 million of drilling and completion capital and $2.8
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  Year Ended December 31,
  2018 2017 2016
Proved undeveloped locations converted to proved developed wells during year 69
 51
 21
Proved undeveloped drilling and completion capital invested (in millions) $269.1
 $136.8
 $55.3
Proved undeveloped facilities capital invested (in millions) $28.5
 $11.9
 $5.3
Percentage of proved undeveloped reserves converted to proved developed 48% 70% 19%
Prior year's proved undeveloped reserves remaining undeveloped at current year end (MMBoe) 11.2
 1.6
 9.6
million of facilities capital. These wells produced 2.8 MMBoe in 2020. During 2020, we reduced our proved undeveloped reserves by 65.9 MMboe due to suspending our drilling and completion programs for the foreseeable future in our core development areas. Negative engineering revisions decreased proved undeveloped reserves by 4.0 MMBoe. Negative pricing revisions decreased proved undeveloped reserves by 0.2 MMBoe.

At December 31, 2019, our proved undeveloped reserves were 75.6 MMBoe. At December 31, 2018, our proved undeveloped reserves were 53.2 MMBoe. During 2019, 12.1 MMBoe, or 23% of our December 31, 2018 proved undeveloped reserves (64 wells), were converted into proved developed reserves and required $262.4 million of drilling and completion capital and $13.5 million of facilities capital. These wells produced 2.8 MMBoe in 2019. During 2019, we added 32.2 MMBoe of proved undeveloped reserves due to drilling programs in our core development area. Positive engineering revisions increased proved undeveloped reserves by 0.8 MMBoe. Negative pricing revisions decreased proved undeveloped reserves by 0.4 MMBoe. The proved undeveloped reserves from December 31, 2018 that remained in the proved undeveloped reserves category at December 31, 2019 were 42.4 MMBoe.

At December 31, 2018, our proved undeveloped reserves were 53.2 MMBoe. At December 31, 2017, our proved undeveloped reserves were 44.3 MMBoe. During 2018, 21.1 MMBoe, or 48% of our December 31, 2017 proved undeveloped reserves (69 wells), were converted into proved developed reserves and required $269.1 million of drilling and completion capital and $28.5 million of facilities capital. These wells produced 2.9 MMBoe in 2018. During 2018, we added 41.3 MMBoe of proved undeveloped reserves due to drilling programs in our core development area. Negative engineering revisions decreased proved undeveloped reserves by 6.7 MMBoe as discussed above. During 2018, 10.0 MMBoe were removed from the proved undeveloped reserves category as a result of being excluded from our near term development plans within the five year development window allowed at the time the applicable proved undeveloped reserves were booked. Positive pricing revisions increased proved undeveloped reserves by 0.2 MMBoe. The proved undeveloped reserves from December 31, 2017 that remained in the proved undeveloped reserves category at December 31, 2018 were 11.2 MMBoe.

At December 31, 2017, our proved undeveloped reserves were 44.3 MMBoe. At December 31, 2016, our proved undeveloped reserves were 18.5 MMBoe. During 2017, 13.0 MMBoe, or 70% of our December 31, 2016 proved undeveloped reserves (51 wells), were converted into proved developed reserves and required $136.8 million of drilling and completion capital and $11.9 million of facilities capital. These wells produced 2.2 MMBoe in 2017. During 2017, we added 31.7 MMBoe of proved undeveloped reserves due to drilling programs in our core development area. Positive engineering revisions increased proved undeveloped reserves by 10.8 MMBoe. During 2017, 3.9 MMBoe were removed from the proved undeveloped reserves category because they were not included in our near term development plans within the five year development window allowed at the time the applicable proved undeveloped reserves were booked. Positive pricing revisions increased proved undeveloped reserves by 0.2 MMBoe. The proved undeveloped reserves from December 31, 2016 that remained in the proved undeveloped reserves category at December 31, 2017 were 1.6 MMBoe.

At December 31, 2016, our proved undeveloped reserves were 18.5 MMBoe. At December 31, 2015, our proved undeveloped reserves were 43.9 MMBoe. During 2016, 8.5 MMBoe, or 19% of our December 31, 2015 proved undeveloped reserves (21 wells), were converted into proved developed reserves and required $55.3 million of drilling and completion capital and $5.3 million of facilities capital. These wells produced 1.3 MMBoe in 2016. During 2016, we added 8.4 MMBoe of

proved undeveloped reserves due to drilling programs in our core oil and gas development areas. Negative engineering revisions decreased proved undeveloped reserves by 0.7 MMBoe. During 2016, 24.3 MMBoe were removed from the proved undeveloped reserves category because they were not included in our near term development plans within the five year development window allowed at the time the applicable proved undeveloped reserves were booked. Negative pricing revisions decreased proved undeveloped reserves by 0.3 MMBoe. The proved undeveloped reserves from December 31, 2015 that remained in the proved undeveloped reserves category at December 31, 2016 were 9.6 MMBoe.


We use our internal reserves estimates rather than the estimates of an independent third party engineering firm because we believe that our reservoir and operations engineers are more knowledgeable about the wells due to our continual analysis throughout the year as compared to the relatively short term analysis performed by third party engineers. We use our internal reserves estimates on all properties regardless of the positive or negative variance relative to the estimates of third party engineers. If a variance greater than 10% occurs at the field level, it may suggest that a difference in methodology or evaluation techniques exists between us and the third party engineers. We investigate any such differences and discuss the differences with the third party engineers to confirm that we used the proper methodologies and techniques in estimating reserves for the relevant field. These variances also are reviewed with our Reserves and EHS Committee. These differences are not resolved to a specified tolerance at the field or property level. In the aggregate, the third party petroleum engineer estimates of total net proved reserves are within 10% of our internal estimates.


The internal review process of our wells and the related reserves estimates, and the related internal controls we utilize, include but are not limited to the following:


A comparison is made and documented of actual and historical data from our production system to the data in the reserve database. This is intended to ensure the accuracy of the production data, which supplies the basis for forecasting.
A comparison is made and documented of land and lease records to interest data in the reserve database. This is intended to ensure that the costs and revenues will be properly determined in the reserves estimation.
A comparison is made of the historical costs (capital and expenses) to the capital and lease operating costs in the reserve database. Documentation lists reasons for deviation from direct use of historical data. This is intended to ensure that all costs are properly included in the reserve database.
A comparison is made of input data to data in the reserve database of all property acquisitions, disposals, retirements or transfers to verify that all are accounted for accurately.
Natural gas and oil prices based on the SEC pricing requirements are supplied by the third party independent engineering firm. Natural gas pricing for the first flow day of every month is collected from PlattsHenry Hub Gas Daily Henry Hub price and oil pricing is collected from Bloomberg'sThomson Reuters WTI spot price. The average NGL price is based on a percentage of the WTI oil price per barrel.
A final check is made of all economic data inputs in the reserve database by comparing them to documentation provided by our internal marketing, land, accounting, production and operations groups. This provides a second check designed to ensure accuracy of input data in the reserve database.
Accurate classification of reserves is verified by comparing independent classification analyses by our internal reservoir engineers and the third party engineers. Discrepancies are discussed and differences are jointly resolved.
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Internal reserves estimates are reviewed by well and by area by the Senior Vice President of Corporate Development and Planning.Chief Operating Officer. A variance by well to the previous year-end reserve report is used in this process. This review is independent of the reserves estimation process.
Reserves variances are discussed among the internal reservoir engineers and the Senior Vice President of Corporate Development and Planning.Chief Operating Officer. Our internal reserves estimates are reviewed by senior management and the Reserves and EHS Committee prior to publication.


Within our Company, the technical person primarily responsible for overseeing the preparation of the reserves estimates is William K. Stenzel.Paul Geiger. Mr. StenzelGeiger is our Senior Vice President of Corporate Development and PlanningChief Operating Officer and became responsible for our reserves estimates starting in September 2014.January 2019. Mr. StenzelGeiger earned a Bachelor of Science degree in CivilPetroleum Engineering and an MBA from Colorado Statethe University in 1977.of Texas. Mr. StenzelGeiger has over 4020 years of experience in reserves and economic evaluations, as well as broad experience in production, completions, reservoir analysis and planning and development.


The reserves estimates shown herein have been independently audited by NSAI, a worldwide leader of petroleum property analysis for industry and financial organizations and government agencies. NSAI was founded in 1961 and performs consulting petroleum engineering services under Texas Board of Professional Engineers Registration No. F-2699. Within NSAI, the technical persons primarily responsible for auditing the estimates set forth in the NSAI audit letter incorporated herein are Mr. Benjamin W. Johnson and Mr. John G. Hattner. Mr. Johnson, a Licensed Professional Engineer in the State of Texas (No. 124738), has been practicing consulting petroleum engineering at NSAI since 2007 and has over two2 years of prior industry

experience. He graduated from Texas Tech University in 2005 with a Bachelor of Science Degree in Petroleum Engineering. Mr. Hattner, a Licensed Professional Geoscientist in the State of Texas, Geophysics (No. 559), has been practicing consulting petroleum geoscience at NSAI since 1991, and has over 11 years of prior industry experience. He graduated from University of Miami, Florida, in 1976 with a Bachelor of Science Degree in Geology; from Florida State University in 1980 with a Master of Science Degree in Geological Oceanography; and from Saint Mary'sMary’s College of California in 1989 with a Master of Business Administration Degree. Both technical principals meet or exceed the education, training, and experience requirements set forth in the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information promulgated by the Society of Petroleum Engineers; both are proficient in judiciously applying industry standard practices to engineering and geoscience evaluations as well as applying SEC and other industry reserves definitions and guidelines.


NSAI performed a well-by-well audit of all of our properties and of our estimates of proved reserves and then provided us with its audit report concerning our estimates. The audit completed by NSAI, at our request, is a collective application of a series of procedures performed by NSAI. These audit procedures may be the same as or different from audit procedures performed by other independent third party engineering firms for other oil and gas companies. NSAI'sNSAI’s audit report does not state the degree of its concurrence with the accuracy of our estimate of the proved reserves attributable to our interest in any specific basin, property or well.


The NSAI audit process is intended to determine the percentage difference, in the aggregate, of our internal net proved reserves estimate and future net revenue (discounted at 10%) and the reserves estimate and net revenue as determined by NSAI. The audit process includes the following:


The NSAI engineer performs an independent decline curve analysis on proved producing wells based on production and pressure data.
The NSAI engineer may verify the production data with public data.
The NSAI engineer uses his or her individual interpretation of the information and knowledge of the reservoir and area to make an independent analysis of proved producing reserves.
The NSAI technical staff may prepare independent maps and volumetric analyses on our properties and offsetting properties. They review our geologic maps, log data, core data, pertinent pressure data, test information and pertinent technical analyses, as well as data from offsetting producers.
For the reserves estimates of proved non-producing and proved undeveloped locations, the NSAI engineer will estimate the potential for depletion by analogy to other wells in the basin drilled on varying well spacing.
The NSAI engineer will estimate the hydrocarbon recovery of the remaining gas-in-place based upon his/her knowledge and experience.
The NSAI engineer does not verify our working and net revenue interests or product price deductions.
The NSAI engineer does not verify our capital costs although he/she may ask for confirming information and compare to basin analogs.
The NSAI engineer reviews 12 months of operating cost, revenue and pricing information that we provide.
The NSAI engineer confirms the oil and gas prices used for the SEC reserves estimate.
NSAI confirms that its reserves estimate is within a 10% variance of our internal net reserves estimate and estimated future net revenue (discounted at 10%), in the aggregate, before an audit letter is issued.
The audit by NSAI is not performed such that differences in reserves or revenue on a well level are resolved to any specific tolerance.

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The reserves audit letter provided by NSAI states that "in“in our opinion the estimates shown herein of HighPoint'sHighPoint’s reserves and future revenue are reasonable when aggregated at the proved level and have been prepared in accordance with the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information promulgated by the Society of Petroleum Engineers (SPE Standards). Additionally, these estimates are within the recommended 10 percent tolerance threshold set forth in the SPE Standards." The audit letter also includes a statement of dates pertaining to the NSAI work performed, the methodology used, the assumptions made and a discussion of uncertainties that they believe are inherent in reserves estimates.


Future prices received for production and costs may vary, perhaps significantly, from the prices and costs assumed for purposes of these estimates. The Standardized Measure shown in the Financial Statements should not be construed as the current market value of the reserves. The 10% discount factor used to calculate present value, which is required by Financial Accounting Standards Board pronouncements ("FASB"(“FASB”), is not necessarily the most appropriate discount rate. The present value, no matter what discount rate is used, is materially affected by assumptions as to timing of future production, which may prove to be inaccurate.


From time to time, we engage NSAI to review and/or evaluate the reserves of properties that we are considering purchasing and to provide technical consulting on well testing. NSAI and its employees have no interest in those properties,

and the compensation for these engagements is not contingent on NSAI'sNSAI’s estimates of reserves and future cash inflows for the subject properties. During 20182020 and 2017,2019, we paid NSAI approximately $233,000$110,000 and $202,000,$245,000, respectively, for auditing our reserves estimates.


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Production and Cost History


The following table sets forth information regarding net production of oil, natural gas and NGLs and certain cost information for each of the periods indicated:


Year Ended December 31,
202020192018
Company Production Data:
Oil (MBbls)5,909 7,668 6,330 
Natural gas (MMcf)16,428 16,614 12,864 
NGLs (MBbls)2,352 2,101 1,697 
Combined volumes (MBoe)10,999 12,538 10,171 
Daily combined volumes (Boe/d)30,052 34,351 27,866 
DJ Basin – Production Data (1):
Oil (MBbls)5,879 7,668 6,330 
Natural gas (MMcf)16,374 16,614 12,864 
NGLs (MBbls)2,345 2,101 1,697 
Combined volumes (MBoe)10,953 12,538 10,171 
Daily combined volumes (Boe/d)29,926 34,351 27,866 
Average Realized Prices before Hedging:
Oil (per Bbl)$34.62 $52.86 $62.04 
Natural gas (per Mcf)1.33 1.56 1.75 
NGLs (per Bbl)9.69 10.00 22.18 
Combined (per Boe)22.66 36.07 44.53 
Average Realized Prices with Hedging:
Oil (per Bbl)$53.25 $54.39 $54.51 
Natural gas (per Mcf)1.30 1.50 1.76 
NGLs (per Bbl)9.69 10.00 22.18 
Combined (per Boe)32.62 36.92 39.85 
Average Costs ($ per Boe):
Lease operating expense$2.96 $3.01 $2.74 
Gathering, transportation and processing expense1.68 0.85 0.46 
Total production costs excluding production taxes$4.64 $3.86 $3.20 
Production tax expense (2)
(0.06)1.88 3.61 
Depreciation, depletion and amortization13.55 25.62 22.46 
General and administrative (3)
3.92 3.57 4.44 
 Year Ended December 31,
2018 2017 2016
Company Production Data:     
Oil (MBbls)6,330
 4,203
 3,885
Natural gas (MMcf)12,864
 8,952
 7,170
NGLs (MBbls)1,697
 1,307
 1,010
Combined volumes (MBoe)10,171
 7,002
 6,090
Daily combined volumes (Boe/d)27,866
 19,184
 16,639
DJ Basin – Production Data (1):
     
Oil (MBbls)6,330
 3,509
 3,050
Natural gas (MMcf)12,864
 8,592
 6,228
NGLs (MBbls)1,697
 1,294
 966
Combined volumes (MBoe)10,171
 6,235
 5,054
Daily combined volumes (Boe/d)27,866
 17,082
 13,809
Uinta Oil Program – Production Data (1)(2):
     
Oil (MBbls)
 689
 830
Natural gas (MMcf)
 348
 900
NGLs (MBbls)
 12
 42
Combined volumes (MBoe)
 759
 1,022
Daily combined volumes (Boe/d)
 2,079
 2,792
Average Realized Prices before Hedging:     
Oil (per Bbl)$62.04
 $48.37
 $38.83
Natural gas (per Mcf)1.75
 2.43
 1.98
NGLs (per Bbl)22.18
 20.01
 13.15
Combined (per Boe)44.53
 35.88
 29.28
Average Realized Prices with Hedging:     
Oil (per Bbl)$54.51
 $52.72
 $62.56
Natural gas (per Mcf)1.76
 2.52
 2.46
NGLs (per Bbl)22.18
 20.01
 13.15
Combined (per Boe)39.85
 38.6
 44.98
Average Costs ($ per Boe):     
Lease operating expense$2.74
 $3.46
 $4.58
Gathering, transportation and processing expense0.46
 0.37
 0.39
Total production costs excluding production taxes$3.20
 $3.83
 $4.97
Production tax expense3.61
 2.07
 1.75
Depreciation, depletion and amortization22.46
 22.85
 28.18
General and administrative (3)
4.44
 6.07
 6.92


(1)(1)The DJ Basin was the only development area that contained 15% or more of our total proved reserves as of December 31, 2018 and 2017. The DJ Basin and the Uinta Oil Program in the Uinta Basin were the only development areas that

contained 15% or more of our total proved reserves as of December 31, 2016.
(2)On December 29, 2017, we completed the sale of our remaining non-core assets in the Uinta Basin. As a result, the production and cost data related to the Uinta Basin as reported above includes values through the closing date of December 29, 2017. See Note 4 to the Consolidated Financial Statements for more information related to this divestiture.
(3)Included in general and administrative expense is long-term cash and equity incentive compensation of $7.2 million (or $0.71 per Boe), $8.3 million (or $1.18 per Boe) and $11.9 million (or $1.96 per Boe) for the years ended December 31, 2018, 2017 and 2016, respectively.

2020, 2019 and 2018.
(2)Production taxes for the year ended December 31, 2020 included reductions of $7.3 million and $5.4 million, respectively, associated with a true-up to actual 2018 Colorado ad valorem taxes and an adjustment to estimated 2019 Colorado ad valorem taxes to be paid in 2021 as a result of refunds and new information received in 2020. In addition, production taxes were reduced by $1.5 million associated with a true up to 2019 Colorado severance taxes as a result of refunds received and by $1.8 million to account for Colorado severance tax refunds based on an audit of tax years 2015 to 2017. Excluding these adjustments, production taxes would have been $1.48 per Boe.
(3)Included in general and administrative expense is long-term cash and equity incentive compensation of $3.5 million (or $0.32 per Boe), $8.6 million (or $0.69 per Boe) and $7.2 million (or $0.71 per Boe) for the years ended December 31, 2020, 2019 and 2018, respectively.

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Productive Wells


The following table sets forth information at December 31, 20182020 relating to the productive wells in which we owned a working interest as of that date.


OilGas
Basin/AreaGross WellsNet WellsGross WellsNet Wells
DJ558.0 389.4 8.0 7.1 
Other4.0 0.3 4.0 1.2 
Total562.0 389.7 12.0 8.3 
  Oil Gas
Basin/Area Gross Wells Net Wells Gross Wells Net Wells
DJ 469.0
 324.8
 23.0
 16.9
Other 1.0
 0.1
 3.0
 1.0
Total 470.0
 324.9
 26.0
 17.9


Developed and Undeveloped Acreage


The following table sets forth information as of December 31, 20182020 relating to our leasehold acreage.


Developed AcreageUndeveloped Acreage
Basin/AreaGrossNetGrossNet
DJ93,441 76,961 80,133 54,722 
Other (1)
4,922 2,093 112,492 51,412 
Total98,363 79,054 192,625 106,134 
  Developed Acreage Undeveloped Acreage
Basin/Area Gross Net Gross Net
DJ 114,330
 81,778
 103,673
 73,089
Other (1)
 4,883
 2,252
 137,581
 75,925
Total 119,213
 84,030
 241,254
 149,014


(1)Other includes 45,188 net undeveloped acres in the Paradox Basin.
(1)Other includes 46,583, 23,598 and 4,184 net undeveloped acres in the Paradox, Deseret and Piceance Basins, respectively.


Substantially all of the leases comprising the undeveloped acreage set forth in the table above will expire at the end of their respective primary terms unless production from the leasehold acreage has been established prior to such date, in which event the lease will remain in effect until the cessation of production. The following table sets forth, as of December 31, 2018,2020, the expiration periods of the net undeveloped acres by area that are subject to leases summarized in the above table of undeveloped acreage.


Net Undeveloped Acres Expiring
Basin/Area2021202220232024
Thereafter (1)
Total
DJ14,537 7,091 5,489 19 27,586 54,722 
Other— — 288 — 51,124 51,412 
Total14,537 7,091 5,777 19 78,710 106,134 
  Net Undeveloped Acres Expiring
Basin/Area 2019 2020 2021 2022 Thereafter Total
DJ 6,339
 8,618
 15,461
 7,913
 34,758
 73,089
Other 21,278
 2,012
 
 
 52,635
 75,925
Total 27,617
 10,630
 15,461
 7,913
 87,393
 149,014


(1)Thereafter includes 11,178 acres in the DJ and 45,922 acres in other that are held by production.

Drilling Results



The following table sets forth information with respect to wells completed during the periods indicated. The information should not be considered indicative of future performance, nor should it be assumed that there is necessarily any correlation between the number of productive wells drilled and quantities or value of reserves found.

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 Year Ended December 31,
 2018 2017 2016
 Gross Net Gross Net Gross Net
Development           
Productive95.0
 76.1
 59.0
 44.8
 26.0
 23.3
Dry
 
 
 
 1.0
 0.5
Exploratory           
Productive
 
 
 
 
 
Dry
 
 
 
 
 
Total           
Productive95.0
 76.1
 59.0
 44.8
 26.0
 23.3
Dry
 
 
 
 1.0
 0.5


Year Ended December 31,
202020192018
GrossNetGrossNetGrossNet
Development
Productive34.0 25.0 106.0 67.2 95.0 76.1 
Dry— — — — — — 
Exploratory
Productive— — — — — — 
Dry— — — — — — 
Total
Productive34.0 25.0 106.0 67.2 95.0 76.1 
Dry— — — — — — 

Operations


General


In general, we serve as operator of wells in which we have a greater than 50% working interest. In addition, we seek to be the operator of wells in which we have lesser interests. As operator, we obtain regulatory authorizations, design and manage the development of a well and supervise operation and maintenance activities on a day-to-day basis. We do not own drilling rigs or the majority of the other oil field service equipment used for drilling or maintaining wells on the properties we operate. Independent contractors engaged by us provide the majority of the equipment and personnel associated with these activities. WeIn certain circumstances we construct, operate and maintain gas gathering and water facilities associated with our operations. We employ drilling, completion, facility, production and reservoir engineers and geologists and other specialists who work to improve production rates, increase reserves and lower the cost of operating our oil and natural gas properties. We strive to minimize our impact on the communities in which we operate.


Marketing and Customers


We market all of the oil production from our operated properties. Our oil production is collected in tanks on location and sold to a variety of purchasers under contracts with daily, monthly, seasonal, annual or multi-year terms, all at market prices.Purchasers include pipelines, processors, refineries, marketing companies and end users. Our oil contracts are priced off of New York Mercantile Exchange ("NYMEX"(“NYMEX”) with quality, location or transportation differentials.


Our natural gas and related NGLs are generally marketed by third parties under percentage of proceeds ("POP"(“POP”) or fee-based contracts. Based on where we operate and the availability of other purchasers and markets, we believe that our production could be sold in the market in the event that it is not sold to our existing customers. However, in some circumstances, a change in customers may entail significant transition costs.


We normally sell production to a relatively small number of customers, as is customary in the development and production business. During 2018,2020, four customers individually accounted for over 10% of our oil, gas and NGL production revenues. During 2017,2019, three customers individually accounted for over 10% of our oil, gas and NGL production revenues. During 2016, three2018, four customers individually accounted for over 10% of our oil, gas and NGL production revenues.


We have submittedThe following table sets forth information about a bidmaterial long-term firm oil pipeline transportation contract, which entails a demand charge for committed space on a crude pipeline for crude production fromreservation of capacity. This contract was initiated to mitigate rising transportation costs in our Hereford field in the DJ BasinBasin. This firm transportation contract requires the pipeline to mitigate risingprovide transportation costs, but will not know our allocated volume on this crude pipeline until the closecapacity and requires us to pay monthly transportation charges regardless of the carrier's open season.amount of pipeline capacity utilized and will expire April 30, 2025. The costs of this transportation contract are included in oil, gas and NGL production in the Consolidated Statements of Operations.

Type of ArrangementPipeline System / LocationDeliverable MarketRange of Gross Deliveries (Bbl/d)Term
Firm TransportTallgrass Pony ExpressCushing6,250-12,50005/20 – 04/25

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The following table sets forth information about material long-term firm natural gas pipeline transportation contracts, which entail a demand charge for reservation of capacity. These contracts were initiated to provide a guaranteed outlet for company-marketed production from the West Tavaputs area of the Uinta Basin and the Gibson Gulch area of the Piceance Basin. Both firm transportation contracts require the pipeline to provide transportation capacity and require us to pay monthly

transportation charges regardless of the amount of pipeline capacity utilized and will expire July 31, 2021. These transportation costs are included in unused commitments expense in the Consolidated Statements of Operations.


Type of ArrangementPipeline System / LocationDeliverable MarketGross Deliveries (MMBtu/d)Term
Firm TransportQuestar OverthrustRocky Mountains50,00008/11 – 07/21
Firm TransportRuby PipelineWest Coast50,00008/11 – 07/21


Hedging Activities


Our hedging program is intended to mitigate the risks of volatile prices of oil, natural gas, and NGLs. Our strategic objective is to hedge 50% to 70% of our anticipated production on a forward 12-month to 18-month basis. As of February 21, 2019,4, 2021, we have hedged 6,736,1843,098,000 barrels and 365,000 barrels of our expected 2021 and 2022 oil production, respectively, and 3,275,0007,590,000 MMbtu and 3,650,000 MMbtu of our expected 2021 and 2022 natural gas for our 2019 production, and 3,292,000 barrels of oil for our 2020 productionrespectively, at price levels that provide some economic certainty to our cash flows. Currently, eight7 of our 11 lenders (or affiliates of lenders) under our credit facilityCredit Facility are also hedging counterparties. We are not required to post collateral for these hedges other than the security for our credit facility.Credit Facility. For additional information on our hedging activities, see "Item“Item 7A. Quantitative and Qualitative Disclosures About Market Risk"Risk”.


Competition


The oil and gas industry is intensely competitive, and we compete with a large number of other companies, some of which have greater resources. See the risk discussed below in "Item“Item 1A. Risk Factors"Factors” under the caption "Competition in the oil and gas industry is intense, which may adversely affect our ability to succeed"succeed.


Title to Properties


As is customary in the oil and gas industry, we initially conduct only a cursory review of the title to our properties on which we do not have proved developed reserves. Prior to the commencement of drilling operations on those properties, we typically conduct a title examination and perform curative work for significant defects. To the extent title opinions or other investigations reflect title defects on those properties, we are typically responsible for curing such defects at our expense. We generally will not commence drilling operations on a property until we have cured any material title defects on such property. We have obtained title opinions on substantially all of our producing properties and believe that we utilize methods consistent with practices customary in the oil and gas industry and that our practices are adequately designed to enable us to acquire satisfactory title to our producing properties. Prior to completing an acquisition of producing oil and gas leases, we perform title reviews on the most significant leases and, depending on the materiality of the properties, we may obtain a title opinion or review previously obtained title opinions. However, our title review processes may not be successful in preventing disputes and losses related to actual or asserted title defects. Our oil, natural gas and NGL producing properties are subject to customary royalty and other interests, liens for current taxes, liens under our Amended Credit Facility and other burdens that we believe do not materially interfere with the use of our properties.


Environmental Matters and Regulation


General. Our operations are subject to comprehensive federal, state and local laws and regulations governing the discharge of materials into the environment, management of E&P waste, or otherwise relating to environmental protection and minimization of aesthetic impacts. Our operations are generally subject to the same environmental laws and regulations as other companies in the oil and gas exploration and production industry in the areas where we operate. These laws and regulations:


require the acquisition of various permits before drilling commences;     
require the installation and proper maintenance of effective emission control equipment;     
restrict the types, quantities and concentration of various substances that can be released into the environment in connection with drilling and production activities;     
limit or prohibit drilling activities on lands lying within environmentally sensitive areas, wilderness, wetlands and other protected areas, including areas proximate to residential areas and certain high-occupancy buildings;
require measures to prevent pollution from current operations, such as E&P waste management, transportation and disposal requirements;    
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require measures to prevent pollution from former operations, such as pit closure and plugging of abandoned wells;
impose substantial penalties for any non-compliance with federal, state and local laws and regulations;        

impose substantial liabilities for any pollution resulting from our operations;
with respect to operations affecting federal lands or leases, require time consuming environmental analysis with uncertain outcomes;
expose us to litigation by environmental and other special interest groups; and
impose certain compliance and regulatory reporting requirements.    


These laws, rules and regulations may also restrict the rate of oil, natural gas and NGLs production below the rate that would otherwise be possible, for example, by limiting the flaring of associated natural gas from an oil well while awaiting a pipeline connection. The regulatory burden on the oil and gas industry increases the cost and delays the timing of doing business and consequently affects profitability. Additionally, Congress, state legislatures, and federal and state agencies frequently revise environmental laws and regulations, and any changes that result in delay or more stringent and costly permitting, waste handling, disposal and clean-up requirements for the oil and gas industry could have a significant impact on our operating costs.


We have made and will continue to make expenditures in our efforts to comply with all environmental regulations and requirements. We consider these a normal, recurring cost of our ongoing operations and not extraordinary. We believe that our compliance with existing requirements has been accounted for and will not have a material adverse impact on our financial condition and results of operations. For the year ended December 31, 2018, we did not incur any material capital expenditures for remediation of well sites or production facilities or to retrofit emission control equipment at any of our facilities. However, we cannot predict the passage of or quantify the potential impact of more stringent future laws and regulations, including organized, well-funded "keep“keep it in the ground"ground” efforts to turn public opinion against the use of fossil fuels. For example, statewide ballot initiatives intended to impose further restrictions on oil and gas development have been pursued several times in recent years in Colorado. Because substantially all of our operations and reserves are located in Colorado, the passage and implementation of any such proposal could have a materially adverse effect on our operations, reserves, financial condition and business generally.


In 2018 a new Democratic Governor was elected, along with Democratic majorities in both chambers of the General Assembly. Following the November 2018 election, Colorado enacted Senate Bill 19-181 (“SB 19-181”), which, among other things, authorizes local governments to approve the siting of and regulate the surface impacts from oil and natural gas facilities, and empowers them to adopt requirements and impose conditions that are more stringent than state regulations. The statute changes the mission of the Colorado Oil and Gas Conservation Commission (the “COGCC”) from fostering responsible and balanced development to regulating development to protect public health and the environment as the primary goal. It requires the COGCC to undertake rulemaking on environmental protection, facility siting, cumulative impacts, flowline safety, orphan wells, financial assurance, wellbore integrity, and application fees. It also requires the Air Quality Control Commission to review its leak detection and repair regulations and adopt rules to further minimize emissions of hydrocarbons and nitrogen oxides. These rulemakings, some of which were completed in late 2019 and 2020, have imposed new approval and operating requirements and may have an adverse effect on our development program, particularly in terms of costs and delays in the permitting process and the siting of new wells. The majority of these regulations were approved late in 2020 and became effective on January 15, 2021, and the COGCC is still in the process of issuing guidance and direction on implementation of the new regulations. However, we believe that the location of our assets in rural areas of Weld County, a jurisdiction generally supportive of oil and gas development, is likely to mitigate these impacts to a significant extent. Additionally, our staff were extensively involved in the rulemaking process throughout 2020 and we believe that we have been able to effectively evaluate the new requirements and implement the measures necessary to maintain compliance with the new regulations.

Other environmental laws and regulations that could have a material impact on the oil and natural gas exploration and production industry and our business are as follows:include the following:


National Environmental Policy Act. Oil, natural gas and NGLs exploration and production activities on federal lands and the development of federal mineral rights are subject to the National Environmental Policy Act, or NEPA. NEPA requires federal agencies, including the Departments of the Interior and Agriculture, to evaluate major agency actions having the potential to significantly impact the environment. In the course of such evaluations, an agency will have an environmental assessment prepared that assesses the potential direct, indirect and cumulative impacts of a proposed project and project alternatives. If impacts are considered significant, the agency will prepare a more detailed Environmental Impact Statement. These environmental analyses are made available for public review and comment. On January 10, 2020, the Council on Environmental Quality (“CEQ”) published a notice of proposed rulemaking that seeks comment on potential amendments that would “modernize and clarify” the current NEPA regulations and streamline environmental reviews. The public comment period on the notice for proposed rulemaking ended on March 10, 2020. The final revisions to the NEPA regulations were published on July 16, 2020 with an effective date of September 14, 2020. Several environmental groups and states filed suit and requested a preliminary injunction to stay the implementation of the new rule. That motion was denied and the new rule went
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into effect on September 14, 2020. Highlights of the new rule include presumptive limits on the amount of time required to complete the NEPA process and the number of pages needed for Environmental Assessments and Environmental Impact Statements. All of our current exploration and production activities, as well as proposed exploration and development plans, on federal lands and/or involving federal mineral rights require governmental permits that trigger the requirements of NEPA. Certain federal permits on non-federal lands may also trigger NEPA requirements. This process has the potential to delay the development of oil and natural gas projects. Authorizations under NEPA also are subject to protest, appeal or litigation, which can delay or halt projects.


Waste Handling. The Resource Conservation and Recovery Act, or RCRA, and comparable state statutes affect oil and gas exploration and production activities by imposing regulations on the generation, transportation, treatment, storage, disposal and cleanup of "hazardous wastes"“hazardous wastes” and on the disposal of non-hazardous wastes. Under the oversight of the Environmental Protection Agency, or EPA, the individual states administer some or all of the provisions of RCRA, sometimes in conjunction with their own, more stringent requirements. Federal and state regulatory agencies can impose administrative penalties, civil and criminal judicial actions, as well as other enforcement mechanisms for non-compliance with RCRA or corresponding state programs. RCRA also imposes cleanup liability related to the mismanagement of regulated wastes. Drilling fluids, produced waters and most of the other wastes associated with the exploration, development and production of crude oil, natural gas, or geothermal energy are currently exempt from regulation under the hazardous waste provisions of RCRA, but there is no guarantee that the EPA or the individual states will not adopt more stringent requirements for the handling of non-hazardous wastes or categorize some non-hazardous wastes as hazardous for future regulation, and legislation has been proposed from time to time in Congress to reverse the exemption. In addition, certain environmental groups have petitioned and sued the EPA to reverse the exemption. The EPA has entered into a consent decree with these environmental groups that commitscommitted the EPA to decidingdecide whether to revise its RCRA Subtitle D criteria regulations and state plan guidelines for the oil and natural gas sector by March 2019.sector. In April 2019 the EPA concluded that revisions to the federal regulations for the management of exploration, development and production wastes of crude oil, natural gas under Subtitle D of RCRA were not necessary. The EPA indicated that it will continue to work with states and other organizations to identify areas for continued improvement and to address emerging issues to ensure that exploration, development and production wastes continue to be managed in a manner that is protective of human health and the environment. Environmental groups, however, expressed dissatisfaction with the EPA’s decision and will likely continue to press the issue at the federal and state levels.


Although we believe that the current costs of managing our wastes as they are presently classified are reflected in our budget, any legislative or regulatory reclassification of oil and natural gas exploration and production wastes could increase our costs to manage and dispose of such wastes.


Comprehensive Environmental Response, Compensation and Liability Act. The Comprehensive Environmental Response, Compensation and Liability Act, or CERCLA, also known as the "Superfund"“Superfund” law, imposes strict, joint and several liability, without regard to fault or legality of conduct, on classes of persons who are considered to be potentially responsible

for a release or threatened release of a "hazardous substance"“hazardous substance” (generally excluding petroleum) into the environment. These persons may include current and past owners or operators of a disposal site, or site where the release or threatened release of a "hazardous substance"“hazardous substance” occurred, and companies that disposed of, transported or arranged for the disposal of the hazardous substance at such sites. Under CERCLA, such persons may be subject to joint and several liability for the costs of cleaning up the hazardous substances that have been released into the environment, for damages to natural resources and for the costs of certain health studies. In addition, it is not uncommon for neighboring landowners and other third parties to file claims under CERCLA and/or state common law for cleanup costs, personal injury and property damage allegedly caused by the hazardous substances released into the environment. In the course of our operations, we use materials that, if released, could be subject to CERCLA. Governmental agencies or third parties may seek to hold us responsible under CERCLA for all or part of the costs to clean up sites at which such "hazardous substances"“hazardous substances” have been released.


Water Discharges. The Federal Water Pollution Control Act, also known as the Clean Water Act (“CWA”), and analogous state laws impose restrictions and strict controls regarding the discharge of pollutants, including produced water, storm water drainage and other oil and gas wastes, into Waters of the United States. The discharge of pollutants into regulated waters is prohibited, except in accordance with the terms of a permit issued by the EPA or the state. These laws also prohibit the discharge of dredge and fill material in regulated waters, including jurisdictional wetlands, unless authorized under a permit issued by the U.S. Army Corps of Engineers ("Corps"(“Corps”). Federal and state regulatory agencies can impose administrative penalties, civil and criminal penalties, and take judicial action for non-compliance with discharge permits or other requirements of the federal Clean Water ActCWA and analogous state laws and regulations. Obtaining permits has the potential to delay the development of oil and natural gas projects. These same regulatory programs may also limit the total volume of water or fill material that can be discharged, hence limiting the rate of development.

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The EPA and the Corps finalized a federal rulemaking to revise the jurisdictional definition of "Waters“Waters of the United States"States” in June 2015. In February 2018, the EPA issued a rule that delays the applicability of the new definition of the waters of the United States, until 2020. In August 2018, the U.S. District Court for South Carolina found that the EPA and the Corps failed to comply with the Administrative Procedure Act andbut this delay rule was struck the 2018 rule that attempted to delay the applicability date of the 2015 Clean Water Rule.following a court challenge. Other district courts, however, have issued rulings temporarily enjoining the applicability of the 2015 Clean Water Rule itself.definition of “Waters of the United States.” Taken together, the 2015 Clean Water Rule is currentlyrule was in effect in 23 states, including Colorado, and temporarily stayed in the remaining states, including Colorado. In those remaining states,states. On October 22, 2019, the 1986 rule and guidance remain in effect. On December 11, 2018, EPA and the Corps issuedpublished a proposed newfinal rule that would differently reviseto repeal the definition of "waters2015 rule defining Waters of the United States"States and essentially replace bothre-codify the 1986regulatory text that existed prior to the 2015 rule. This rule became effective on December 23, 2019. This was considered to be “Step One” by the EPA and the 2015 Clean Water Rule. According to the agencies, the proposedCorps. The “Step Two” rule implemented a new rule is "intended to increase CWA program predictability and consistency by increasing clarity as to the scopedefinition of 'watersWaters of the United States' federallyStates. On January 23, 2020, the EPA and the Corps announced the final new rule, titled the Navigable Waters Protection Rule (“2020 Rule”). The 2020 Rule generally regulates four categories of “jurisdictional” waters: (1) territorial seas and traditional navigable waters; (2) perennial and intermittent tributaries of these waters; (3) certain lakes, ponds, and impoundments; and (4) wetlands to jurisdictional waters. The 2020 Rule also includes 12 categories of exclusions, or “non-jurisdictional” waters, including groundwater, ephemeral features, and diffuse stormwater run-off over upland areas. In particular, the 2020 Rule will likely regulate fewer wetlands areas than were regulated under the Act". If finalized, this new definitionprior definitions of "waters“waters of the United States" will likely be challengedStates” because it does not regulate wetlands that are not adjacent to jurisdictional waters. The Navigable Waters Protection Rule became effective on June 22, 2020 and sought to be enjoinedis being implemented by the EPA and the Corps in federal court.49 of the 50 states. On June 19, 2020, the U.S. District Court for the District of Colorado stayed the effective date of the Navigable Waters Protection Rule in the State of Colorado, meaning the old definition remains in effect for all of our operations. Obtaining Clean Water Act permits has the potential to delay the development of oil and natural gas projects. These same regulatory programs may also limit the total volume of water or fill material that can be discharged, hencethus limiting the rate of development.


Air Emissions. The Federal Clean Air Act, and associated state laws and regulations, regulate emissions of various air pollutants through the issuance of permits, emission reporting, and the imposition of emission control requirements. Most of our facilities are now required to obtain permits before work can begin, and existing facilities are often required to incur additional capital costs in order to maintain compliance with new and evolving air quality laws and regulations. In 2012, the EPA issued new New Source Performance Standards ("NSPS"(“NSPS”) and National Emission Standards for Hazardous Air Pollutants ("NESHAP"(“NESHAP”) specific to the oil and gas industry, including air standards for natural gas wells that are hydraulically fractured, and issued several amendments to the NSPS rules in 2013, 2014, 2015, 2016 and 2014, respectively.2020. In addition, the EPA has deemed carbon dioxide ("CO2"(“CO2”) and other greenhouse gases, including methane, to be a danger to public health, which is leading to regulation of greenhouse gases in a manner similar to other pollutants. For example, the EPA finalized new regulationsamendments to the NSPS rules in June 2016 that focused on methane emissions from the oil and gas industry in June 2016. AlthoughThe rules imposed, among other things, new requirements for leak detection and repair, control requirements for oil well completions, replacement of certain pneumatic pumps and controllers and additional control requirements for gathering, boosting and compressor stations. In September 2018, the EPA has proposed a two-year stayrevisions to the 2016 rules. The proposed amendments address certain technical issues raised in administrative petitions and include proposed changes to, among other things, the frequency of monitoring for fugitive emissions at well sites and compressor stations. On September 24, 2019 the EPA proposed reconsideration amendments to the NSPS that, among other things, would rescind the methane-specific requirements of the effective datesNSPS applicable to oil and gas production. On August 13, 2020, the EPA issued two final rules amending the 2012 and 2016 NSPS for the oil and natural gas industry. The amendments recognize that controls used to reduce VOC emissions also reduce methane emissions and, thus, rescinded the methane standards for the production and processing segments of several requirementsthe oil and gas industry. Several other technical amendments were made to reduce the regulatory burden associated with multiple aspects of these regulations, theythe NSPS, including incorporating state fugitive emissions standards for well sites and compressor stations in certain states, including Colorado. Both of the final rules are currently subject to legal challenge in effect. U.S. Court of Appeals for the D.C. Circuit. On January 20, 2021, President Biden signed Executive Order 13990: “Protecting Public Health and the Environment and Restoring Science to Tackle the Climate Crisis.” The Executive Order established a federal policy to, among other things, reduce greenhouse gas emissions. The Executive Order directs the EPA to review certain federal regulations promulgated during the preceding 4 years that conflict with this federal policy, including the two final rules amending the 2012 and 2016 NSPS, discussed above. The Executive Order also directed the EPA to consider proposing new regulations to establish comprehensive standards of performance and emission guidelines for methane and volatile organic compound emissions from existing operations in the oil and gas sector, including the exploration and production, transmission, processing, and storage segments, by September 2021.

The Bureau of Land Management (the "BLM"“BLM”) also finalized similar methane and gas-capture rules for oil and gas operations on federal and tribal leases and certain committed state or private tracts in a federally approved unit or communitized agreement. In September 2018, the BLM published a final rule that revises the 2016 rules. The new rule, among other things, rescinds the 2016 rule requirements related to waste-minimization plans, gas-capture percentages, well drilling, well completion and related operations, pneumatic controllers, pneumatic diaphragm pumps, storage vessels, and leak detection and repair. The new rule also revised provisions related to venting and flaring. Environmental groups and the States of California and New Mexico have filed challenges to the 2018 rule in the United States District Court for the Northern District of California. On July 15, 2020, the court ruled in favor of plaintiffs and ordered that the 2018 Revision Rule be vacated. On July 21, 2020, the U.S.
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District Court for the District of Wyoming lifted the stay in the case challenging the 2016 Waste Prevention Rule. On October 8, 2020, the court found that the BLM exceeded its statutory authority and acted arbitrarily in promulgating the 2016 Waste Prevention Rule. The court ordered that the rule be vacated, except for certain severable provisions pertaining to royalty-free use of production and royalty rates on competitive leases. The effect of the court’s order is to vacate all provisions of the Waste Prevention Rule pertaining to the loss of gas through venting, flaring, and leaks, and to reinstate BLM Notice to Lessees NTL-4A with respect to venting, flaring, and avoidably/unavoidably lost determinations.

The EPA already requires reporting of greenhouse gases, such as CO2 and methane, from operations. In 2014, 2017, 2019 and 2017,2020, Colorado expanded its oil and gas air regulations, including the adoption of a new state-level emission inventory requirement for oil and additional fugitive methane emission control regulations.gas operations that includes reporting of greenhouse gases. Additional oil and gas-related air quality rulemakings are scheduled for February and December of 2021. In addition,2019, the Colorado legislature passed House Bill 19-1261 which directs Colorado to reduce greenhouse gas emissions 26% by 2025, 50% by 2030 and 90% by 2050 from 2005 levels. We anticipate that the oil and gas industry will be significantly targeted in these efforts to reduce greenhouse gas emissions in the State of Colorado. The EPA has lowered the national ambient air quality standard ("NAAQS"(“NAAQS”) for ozone pollution, which may require the oil and gas industry to further reduce emissions of volatile organic compounds and nitrogen oxides. Further, Colorado's ozone non-attainment statusEffective January 27, 2020, the Denver Metro/North Front Range NAA was bumped-upreclassified again to from "marginal"“moderate” to "moderate," which“serious”. The “serious” classification triggered significant additional obligations for the Statestate under the Clean Air ActCAA and resultedwill result in additional

regulatorynew and more stringent air quality control requirements for the oil and gas industry. It appears likelybecoming applicable to our operations as new rules are promulgated to meet these new requirements. Based on current air quality monitoring data, it is expected that the Denver Metro/North Front Range NAA will be further reclassified again to "serious" by early 2020. A "serious" classification would“severe” status in 2021 or 2022. This will trigger significant additional obligations for the state under the CAA and could result in new and more stringent air quality control requirements, becoming applicable to our operations andwhich may in turn result in significant costs, and delays in obtaining necessary permits. This process could result in new or more stringent air quality control requirementspermits applicable to our operations. These state and federal regulations may increase the costs of compliance for some facilities we own or operate, and federal and state regulatory agencies can impose administrative, civil and criminal penalties for non-compliance with air permits or other requirements of the Federal Clean Air Act and associated state laws and regulations.


Colorado SB 19-181 also requires, among other things, that the Air Quality Control Commission (“AQCC”) adopt additional rules to minimize emissions of methane and other hydrocarbons and nitrogen oxides from the entire oil and gas fuel cycle. The AQCC conducted oil and gas-related air quality rulemakings in 2020 related to the control of emissions from natural gas-fired reciprocating internal combustion engines, oil and gas flowback tanks, and ambient monitoring of emissions at oil and gas facilities that go through pre-production operations. Additional future rulemaking will include discussion of continuous emissions monitoring equipment at oil and gas facilities, use of natural gas-driven pneumatic controllers and oil and gas-related greenhouse gas emissions.

Hydraulic Fracturing. Our completion operations are subject to regulation, which may increase in the short or long-term. The well completion technique known as hydraulic fracturing is used to stimulate production of natural gas and oil and has come under increased scrutiny by the environmental community, as well as local, state and federal jurisdictions. Hydraulic fracturing involves the injection of water, sand and chemical additives under pressure into prospective rock formations at depth to stimulate oil and natural gas production. We use this completion technique on substantially all of our wells to obtain commercial production.


Under the direction of Congress, the EPA has undertaken a study of the effect, if any, of hydraulic fracturing on drinking water and groundwater and released its preliminary report in 2015, finding no systematic impact on groundwater resources. In its final report, issued in late 2016, EPA removed the conclusion of no systemic impact from the executive summary of the report, although it cited no new evidence to the contrary. In April 2015,June 2016, the EPA has also published proposed pre-treatmentfinalized pretreatment standards for indirect discharges of wastewater from the oil and gas extraction industry. The regulation prohibits sending wastewater pollutants from onshore unconventional oil and gas extraction facilities to publicly-owned treatment works. In December 2016, the EPA released a report titled “Hydraulic Fracturing for Oil and Gas: Impacts from the Hydraulic Fracturing Water Cycle on Drinking Water Resources.” The report concluded that activities involved in hydraulic fracturing can have impacts on drinking water under certain circumstances. These and similar studies, depending on their degree of development and nature of results obtained, could spur initiatives to further regulate hydraulic fracturing under the Clean Water Act for wastewater discharges from shale hydraulic fracturing operations.SDWA or other regulatory mechanisms. Congress may consider legislation to amend the Federal Safe Drinking Water ActSDWA or the Toxic Substances Control Act to require the disclosure of chemicals used by the oil and gas industry in the hydraulic fracturing process. Certain states, including Colorado, Utah and Wyoming, have already issued such disclosure rules. Several environmental groups have also petitioned the EPA to extend release reporting requirements under the Emergency Planning Community Right-to-Know Act to the oil and gas extraction industry and in 2015, EPA granted, in part, one of these petitions to add the oil and gas extraction industry to the list of industries required to report releases of certain "toxic chemicals"“toxic chemicals” under the Toxic Release Inventory ("TRI"(“TRI”). On January 6, 2017, EPA issued a proposed rule to include natural gas processing facilities within the TRI program. In addition, the Department of the Interior finalized expanded or new regulations concerning the use of hydraulic fracturing on lands under its
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jurisdiction, which includes some of the lands on which we conduct or plan to conduct operations. The BLM rescinded the rule in December 2017; however, the BLM'sBLM’s rescission has been challenged by several states in the United States District Court of the District of Northern California. A federal district court in California granted BLM’s motion for summary judgement in March 2020, upholding the agency’s decision to rescind the Hydraulic Fracturing Rule. The plaintiffs in that case have appealed the California federal court’s decision to the U.S. Court of Appeals for the Ninth Circuit, where the case is pending.

On January 20, 2021, the Acting Secretary of the Interior issued an order suspending for 60 days the authority of bureaus within the Department of the Interior to issue fossil fuel authorizations, including new oil and gas leases and drilling permits on federal lands and in offshore waters. Additionally, on January 27, 2021, President Biden signed an executive order pausing leasing on federal lands and in offshore waters pending completion of a comprehensive review and reconsideration of federal oil and gas permitting and leasing practices. The executive order does not specify a timeframe by which this review must be completed. The executive order and its implementation are currently being challenged in the United States District Court for the District of Wyoming.

In Colorado, certain local jurisdictions imposed moratoria or bans on hydraulic fracturing, all of which have been invalidated, including on appeal to the Colorado Supreme Court. In 2016, citizen initiativesSenate Bill 19-181 subsequently authorized local jurisdictions to empower local governments toapprove the siting of and regulate or prohibitthe surface impacts from oil and gas development and to adopt regulations and impose conditions more stringent than state requirements. In the wake of Senate Bill 19-181 several local jurisdictions established temporary moratoriums, citing a 2,500' statewide setback from occupied buildings and a variety of water ways and other natural resource areas failed to attract enough signaturesneed for the rules required by Senate Bill 19-181 to be certified for the ballot. On the other hand, another ballot initiative, supported by the industry and business community, as well as a number of elected officials made the ballot and was approved by the electorate. This "Raise the Bar" initiative was designedenacted. It remains unclear whether local governments will attempt to make it muchuse this new authority to more difficult to qualify ballot initiatives to amend the state constitution, and raised the vote threshold to enact such measures into law. Proposition 112, which was included on the ballot for the November 2018 election in Colorado but was defeated at the polls, would have amended the Colorado Oil and Gas Conservation Act to, among other things, require all newpermanently restrict hydraulic fracturing or oil and gas development not on federal land toor whether such action would be located at least 2,500 feet away from any occupied structure or broadly defined "vulnerable area". If enacted, Proposition 112 would have effectively prohibited drilling activities across a substantial majority of the surface area of the State of Colorado. Disputes at the local level regarding high-intensity oillawful under SB 19-181 and gas development in proximity to residential areas have not subsided and local ordinances or state legislation may be proposed that could result in additional restrictions on oil and gas development in Colorado. We participate in industry organizations mobilized to combat such measures, including by litigation where necessary.Colorado Supreme Court precedent.


Climate Change. In June 2014, the U.S. Supreme Court upheld a portion of the EPA'sEPA’s greenhouse gas regulatory program for certain major sources in the Utility Air Regulatory Group v. EPA case. The EPA has finalized significant new rules to curb carbon emissions from power plants and other industrial activities, known as the Clean Power Plan, which in February 2016 was stayed by the U.S. Supreme Court. In March 2017, President Trump signed the Executive Order on Energy Independence which, among other things, called for a review of the Clean Power Plan. The EPA subsequently published a proposed rule to repeal the Clean Power Plan in October 2017. In August 2018, EPA proposed the Affordable Clean Energy ("ACE"(“ACE”) rule, which would establishestablishes emission guidelines for states to develop plans to address greenhouse gas emissions from existing coal-fired power plants. The ACE would replacerule was finalized on June 19, 2019 and replaced the Clean Power Plan. On January 19, 2021 the United States Court of Appeals for the District of Columbia Circuit vacated the ACE rule and remanded to the EPA to consider a new regulatory framework to replace the rule. Certain environmental groups are agitating for scaling back, or eliminating, fossil fuel extraction and use, including efforts to convince policy-makers that the majority of known oil and gas reserves must never leave the ground. These groups are mobilizing around a movement for global divestment from fossil fuel companies, which, if effective, could affect the market for our securities. In addition, in December 2015 the United States reached agreement during the United Nations climate change conference in Paris to make a 26-28% reduction in its greenhouse

gas emissions by 2025 against a 2005 baseline. In June 2017, President Trump announced that the United States would initiate the formal process to withdraw from the Paris Agreement. Per the terms of the Paris Agreement, a country cannot give notice of withdrawal from the agreement before three years of its start date in the relevant country, which was on November 4, 2016 in the case of the United States. On November 4, 2019, President Trump’s administration gave a formal notice of intention to withdraw, which began a 12 month process to formally withdraw on November 4, 2020. On January 20, 2021, President Biden signed an executive order recommitting the United States to the Paris Agreement. Potential future laws, regulations or even litigation addressing greenhouse gas emissions could impact our business by limiting emissions of methane, restricting the flaring or venting of natural gas, or by reducing demand for oil or natural gas.


Homeland Security. Legislation continues to be introduced in Congress, and development of regulations continues in the Department of Homeland Security and other agencies, concerning the security of industrial facilities, including oil and natural gas facilities. Our operations may be subject to such laws and regulations but cost of compliance cannot be accurately estimated at this time.

Cybersecurity. Cybersecurity has been a topic of increased focus, and we have implemented several cybersecurity measures, including an emergency response plan, annual employee training, penetration tests, internal vulnerability testing, Supervisory Control and Data Acquisition ("SCADA"(“SCADA”) protection and firewallother security technology upgrades. We have installedutilize a comprehensive software package to track and document our cybersecurity initiatives which are reviewed regularly by the Executive Committee and Board on a regular basis.annually by the Board. Our cybersecurity initiatives are an increasingly important function of our Information Technology and Legal Departments. Presently, it is not possible to accurately estimate the costs we could incur to respond to a cyber attack, but such expenditures could be substantial.


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Other Regulation of the Oil and Gas Industry


Our operations are subject to other types of regulation at federal, state and local levels. These types of regulation include requiring permits for the drilling of wells, bonds securing plugging, abandonment and reclamation obligations, and reports concerning our operations. Most states, and some counties and municipalities also regulate one or more of the following:


the location of wells and surface facilities;
the noise, traffic and light from the location;
the method of drilling and casing wells;
the rates of production or "allowables"“allowables”;
the surface use and restoration of properties upon which wells are drilled;
wildlife management and protection;
the protection of archaeological and paleontological resources;
the plugging and abandoning of wells; and
notice to, and consultation with, surface owners and other third parties.


State laws regulate the size and shape of drilling and spacing units or proration units governing well density and location, as well as the pooling of oil and natural gas properties. Some states provide statutory mechanisms for compulsory pooling or integration of tracts to facilitate exploration, while other states rely on voluntary pooling of lands and leases. In some instances, compulsory pooling or unitization may be implemented by third parties and subject our interest to third party operations. While not currently an issue in Colorado, other states establish maximum rates of production from oil and natural gas wells and impose requirements regarding ratable takes by purchasers of production. Such laws and regulations, if adopted in Colorado, might limit the amount of natural gas and oil we can produce from our wells or limit the number of wells or the locations at which we can drill. Moreover, our production is generally subject to multiple layers of severance and/or ad valorem taxation by states, counties and special taxing districts.


Natural Gas Sales and Transportation. Historically, federal legislation and regulatory controls have affected the price of the natural gas we produce and the manner in which we market our production. The Federal Energy Regulatory Commission ("FERC"(“FERC”) has jurisdiction over the transportation and sale or resale of natural gas in interstate commerce by natural gas companies under the Natural Gas Act of 1938 and the Natural Gas Policy Act of 1978. Since 1978, various federal laws have been enacted that have resulted in the complete removal of all price and non-price controls for "first sales"“first sales” of domestic natural gas, which include all sales of our own production.


FERC also regulates interstate natural gas transportation rates and service conditions pursuant to the Natural Gas Act, which affects the marketing of natural gas that we produce, as well as the revenues we receive for sales of our natural gas. Commencing in 1985, FERC promulgated a series of orders, regulations and rule makings that significantly fostered competition in the business of transporting and marketing gas. Interstate gas pipeline companies are required to provide nondiscriminatory, non-preferential transportation services to producers, marketers and other shippers regardless of whether such shippers are affiliated with an interstate pipeline company, and pursuant to such orders, regulations, and rules, interstate gas pipeline companies are required to file the tariff rates and other terms and conditions of such services with FERC.


The Energy Policy Act of 2005 (the "EPAct 2005"“EPAct 2005”) was signed into law in August 2005. The EPAct 2005 amends the Natural Gas Act to make it unlawful for "any entity"“any entity”, including otherwise non-jurisdictional producers, to use any deceptive or

manipulative device or contrivance in connection with the purchase or sale of natural gas or the purchase or sale of transportation services subject to regulation by FERC, in contravention of rules prescribed by FERC. The EPAct 2005 also gives FERC authority to impose civil penalties for violations of the Natural Gas Act or Natural Gas Policy Act up to $1 million per day per violation. The anti-manipulation rule does not apply to activities that relate only to intrastate or other non-jurisdictional sales, gathering or production, but does apply to activities of otherwise non-jurisdictional entities to the extent the activities are conducted "in“in connection with"with” natural gas sales, purchases or transportation subject to FERC jurisdiction, thus reflecting a significant expansion of FERC'sFERC’s enforcement authority.


FERC'sFERC’s initiatives have led to the development of a competitive, unregulated, open access market for gas purchases and sales that permits all purchasers of gas to buy gas directly from third-party sellers other than pipelines. However, the natural gas industry historically has been very heavily regulated; therefore, we cannot guarantee that the less stringent regulatory approach pursued by FERC and Congress over the past few decades will continue indefinitely into the future, nor can we determine what effect, if any, future regulatory changes may have on our natural gas-related activities.


Transportation and safety of natural gas is also subject to regulation by the U.S. Department of Transportation, through its Pipeline and Hazardous Materials Safety Administration, under the Natural Gas Pipeline Safety Act of 1968, as amended,
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which imposes safety requirements on the design, construction, operation, and maintenance of interstate natural gas transmission facilities, the Pipeline Inspection, Protection, Enforcement, and Safety Act of 2006 and the Pipeline Safety, Regulatory Certainty, and Job Creation Act of 2011. The failure to comply with these rules and regulations can result in substantial penalties.


Employees


As of February 5, 2019,4, 2021, we had 162124 employees of whom 11071 work in our Denver office and 5253 work in our field offices. We also contract for the services of independent consultants involved in land, regulatory, accounting, financial and other disciplines as needed. None of our employees are represented by labor unions or covered by any collective bargaining agreement. We believe that our relations with our employees are good.


Offices


As of December 31, 2018,2020, we leased 81,833have 79,279 square feet of leased office space for our principal office in Denver, Colorado at 1099 18th555 17th Street, which expires in March 2019. Due to the Merger, we acquired 23,363April 2028. We also have 15,160 square feet of remaining leased office space from Fifth Creek in Greenwood Village, Colorado, which was acquired in the 2018 Merger and extends through July 2023. In addition, we entered into a new lease for 79,279 square feet of office space in Denver, Colorado which will serve as our principal office starting in March 2019 through April 2028. We also own a field office in Greeley, Colorado and lease a field office in Hereford, Colorado. We believe that our facilities are adequate for our current operations and that we can obtain additional leased space if needed.


Annual CEO Certification


As required by New York Stock Exchange rules, on December 19, 2018April 30, 2020 we submitted an annual certification signed by our Chief Executive Officer certifying that he was not aware of any violation by us of New York Stock Exchange corporate governance listing standards as of the date of the certification.


Item 1A. Risk Factors.


Our business involves a high degree of risk. If any of the following risks, or any risk described elsewhere in this Form 10-K, actually occurs, our business, financial condition or results of operations could suffer. The risks described below are not the only risks facing the Company. Additional risks not presently known to us or that we currently consider immaterial also may adversely affect our Company.


Risks Related to the Merger and the Prepackaged Plan

The Merger may not be completed and, if it is completed, will subject our stockholders to certain risks and uncertainties. We are also subject to numerous risks associated with the Prepackaged Plan.

Key risks associated with the Merger and the Prepackaged Plan are described below, and are discussed in the “Risk Factors” section of Bonanza Creek’s Registration Statement on Form S-4 filed with the SEC in connection with the Merger:

Because the market price of Bonanza Creek common stock will fluctuate, HighPoint stockholders and holders of HighPoint equity awards cannot be sure of the value of the shares of Bonanza Creek common stock they will receive, in the aggregate, in the Merger. In addition, because the number of shares of Bonanza Creek common stock to be issued in the Merger is fixed, the number of shares of Bonanza Creek common stock to be received, in the aggregate, by HighPoint stockholders and holders of HighPoint equity awards in the Merger will not change between now and the time the Merger is completed to reflect changes in the trading prices of Bonanza Creek common stock or HighPoint common stock.

HighPoint stockholders, as of immediately prior to the Merger, will have reduced ownership in the combined company.

Bonanza Creek and HighPoint must obtain certain regulatory approvals and clearances to consummate the Merger, which, if delayed, not granted or granted with unacceptable conditions, could prevent, substantially delay or impair consummation of the Merger, result in additional expenditures of money and resources or reduce the anticipated benefits of the Merger.

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The Merger is subject to a number of conditions to the obligations of both Bonanza Creek and HighPoint to complete the Merger, which, if not fulfilled, or not fulfilled in a timely manner, may delay completion of the Merger or result in termination of the Merger Agreement.

The Merger Agreement subjects HighPoint to restrictions on its business activities prior to the effective time of the Merger.

The Merger Agreement limits HighPoint’s ability to pursue alternatives to the Merger, may discourage other companies from making a favorable alternative transaction proposal and, in specified circumstances, could require HighPoint to pay a termination fee to Bonanza Creek.

Failure to complete the Merger out of court or in connection with the Prepackaged Plan could negatively impact HighPoint’s stock price and have a material adverse effect on its results of operations, cash flows and financial position.

The transaction support agreement relating to the Merger may be terminated.

Litigation relating to the merger could result in an injunction preventing the completion of the Merger and/or substantial costs to HighPoint or the combined company.

The Prepackaged Plan may have a material adverse effect on HighPoint’s operations.

Even if HighPoint receives all necessary acceptances and meets all other conditions precedent for the Prepackaged Plan to become effective, the HighPoint board may, for fiduciary or other reasons on behalf of HighPoint, choose not to commence the HighPoint Chapter 11 cases and the transactions, including the Merger, may not be completed.

The Bankruptcy Court may not confirm the Prepackaged Plan or may require HighPoint to re-solicit votes with respect to the Prepackaged Plan.

The Prepackaged Plan may be confirmed over the objection of the HighPoint stockholders.

Even if HighPoint receives all acceptances necessary for the Prepackaged Plan to become effective, HighPoint may fail to meet all conditions precedent to effectiveness of the Prepackaged Plan.

Other parties in interest might be permitted to propose alternative plans of reorganization that may be less favorable to certain of HighPoint’s constituencies than the Prepackaged Plan.

HighPoint cannot predict the amount of time that it would spend in bankruptcy for the purpose of implementing the Prepackaged Plan and a lengthy bankruptcy proceeding could disrupt HighPoint’s business as well as impair the prospect for reorganization on the terms contained in the Prepackaged Plan.

HighPoint may seek to amend, waive, modify or withdraw the Prepackaged Plan at any time prior to the confirmation of the Prepackaged Plan.

Risks Related to our Senior Notes and Credit Facility

Our potential inability to comply with the financial covenants in our Credit Facility have raised substantial doubt about our ability to continue as a going concern. We may not be able to generate enough cash flow to meet our debt obligations.

We have financial covenants associated with our Credit Facility that are measured each quarter. As discussed in the “Going Concern” section in Note 2 of the notes to the consolidated financial statements, based on our forecasted cash flow analysis for the twelve month period subsequent to the date of this filing, it is probable we will breach a financial covenant under our Credit Facility in the third quarter of 2021. However, timing could change as a result of changes in our business and the overall economic environment. Violation of any covenant under the Credit Facility provides the lenders with the option to accelerate the maturity of the Credit Facility, which carries a balance of $140.0 million as of December 31, 2020. This would, in turn, result in cross-default under the indentures to our senior notes, accelerating the maturity of the senior notes, which have a principal balance outstanding of $625.0 million as of December 31, 2020. We do not have sufficient cash on hand or available liquidity that can be utilized to repay the outstanding debt in the event of default. These conditions and events raise substantial doubt about our ability to continue as a going concern.
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In addition, our independent auditor has included an explanatory paragraph regarding our ability to continue as a “going concern” (“going concern opinion”) in its report in this Annual Report on Form 10-K, which would accelerate a default under our Credit Facility to the filing date of this Annual Report on Form 10-K. However, we obtained a waiver from our lenders removing the default associated with this going concern opinion.

In response to these conditions, we have taken various steps to preserve our liquidity including (1) deferring drilling and completion activity starting in May 2020 for the foreseeable future, (2) continuing to focus on reducing our operating and overhead costs, and (3) continuing to manage our hedge portfolio. We could remain in compliance with the financial covenant if we (1) negotiate a waiver of the financial covenant with the lenders, (2) negotiate more flexible financial covenants, or (3) refinance the Credit Facility or senior notes. However, the availability of capital funding that would allow us to refinance the debt on acceptable terms has substantially diminished. In addition, we entered into a Merger Agreement with Bonanza Creek on November 9, 2020, pursuant to which HighPoint’s debt will be restructured and HighPoint will merge with a wholly owned subsidiary of Bonanza Creek, with HighPoint continuing its existence as the surviving company following the merger and continuing as a wholly owned subsidiary of Bonanza Creek. See “Items 1 and 2 Business and Properties - Business - Significant Business Developments” for additional information. However, the Merger has not yet closed and the closing is subject to numerous conditions. See “Risks Related to the Merger” above and “Items 1 and 2 Business and Properties - Business - Significant Business Developments” for additional information.

At December 31, 2020, we had cash and cash equivalents of $24.7 million and $140.0 million outstanding under the Credit Facility. At December 31, 2019, we had cash and cash equivalents of $16.4 million and $140.0 million outstanding under our Credit Facility. As part of our regular semi-annual redeterminations, the elected commitment amount on our Credit Facility was reduced to $300.0 million on May 21, 2020 and to $185.0 million on November 3, 2020. Our available borrowing capacity as of December 31, 2020 was $24.0 million, after taking into account $21.0 million of outstanding irrevocable letters of credit, which were issued as credit support for future payments under contractual obligations.

If we do not generate enough cash flow from operations to satisfy our debt obligations, and the Merger does not close, we may have to undertake one or more alternative financing plans, such as:
refinancing or restructuring our debt;
filing for Chapter 11 bankruptcy;
selling assets;
reducing or delaying capital investments; or
seeking to raise additional capital.

However, any alternative financing plans that we undertake may not be completed in a timely manner or at all, and even if completed may not allow us to meet our debt obligations. Our inability to generate sufficient cash flow to satisfy our debt obligations, including our obligations under the senior notes, or to obtain alternative financing, could materially and adversely affect our business, financial condition, results of operations and prospects.

Our debt could have important consequences. For example, it could:
increase our costs of doing business;
increase our vulnerability to general adverse economic and industry conditions;
limit our ability to fund future capital expenditures and working capital, to engage in future acquisitions or development activities, or to otherwise realize the value of our assets and opportunities fully because of the need to dedicate a substantial portion of our cash flow from operations to payments of interest and principal on our debt or to comply with any restrictive terms of our debt;
limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
impair our ability to obtain additional financing in the future; and
place us at a competitive disadvantage compared to our competitors that have less debt.

Our customers, suppliers, vendors, employees and other third parties with whom we do business may react negatively to the substantial doubt about our ability to continue as a going concern.

It may be more difficult to enter into contractual arrangements with our customers who purchase our oil and gas production as well as with other oil and gas companies, including those that supply equipment and other resources that we will use in our business. We may not be able to establish strategic relationships, which may take the form of joint ventures with other third
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parties. If our strategic relationships are not established or maintained, our business prospects may be limited, which could diminish our ability to conduct our operations.

Risks Related to the Oil and Natural Gas Industry and Our Business


The COVID-19 pandemic and recent developments in the oil and gas industry have and could continue to materially adversely affect our operations during 2021 and possibly beyond.

In early 2020, global health care systems and economies began to experience strain from the spread of COVID-19, a highly transmissible and pathogenic coronavirus (the “COVID-19 pandemic”). As the virus spread, global economic activity began to slow, resulting in a decrease in demand for oil and natural gas. In response, OPEC+ initiated discussions to reduce production to support energy prices. With OPEC+ unable to agree on cuts, energy prices declined sharply during the first half of 2020. While prices partially recovered during the second half of 2020, uncertainties related to the demand for oil and natural gas remain as the COVID-19 pandemic continues to impact the world economy. The impacts of substantially lower oil, natural gas and NGL prices on our results of operations for the year ended December 31, 2020 were mostly mitigated by hedges in place on 91% of our oil production and 33% of our natural gas production. However, the economics of our existing wells and planned future development were adversely affected, which led to impairments of our proved and unproved oil and gas properties, reductions to our oil and gas reserve quantities and reductions to the borrowing capacity on our Credit Facility. There is uncertainty around the timing of recovery of the global economy from COVID-19 and its effects on the supply and demand for oil, natural gas and NGLs. If energy prices do not improve, our capital availability, liquidity and profitability will continue to be adversely affected, particularly after our current hedges are realized in 2021.

A U.S. and global economic downturn due to the COVID-19 pandemic or other global crisis could have a material adverse effect on our business and operations.

Any or all of the following may occur as a result of an economic downturn:

The economic slowdown could lead to continued lower demand for oil and natural gas by individuals and industries, which in turn could result in continued lower prices for the oil and natural gas sold by us, lower revenues and possibly losses.

The lenders under our Credit Facility may become more restrictive in their lending practices or unable or unwilling to fund their commitments, which would limit our access to capital to fund our capital expenditures and operations. This would limit our ability to generate revenues as well as limit our projected production and reserves growth, leading to declining production and possibly losses.

We may be unable to obtain additional debt or equity financing, which would require us to continue to limit our capital expenditures and other spending. This would lead to lower production levels and reserves than if we were able to spend more than our cash flow. Financing costs may significantly increase as lenders may be reluctant to lend without receiving higher fees and spreads.

The losses incurred by financial institutions and the insolvency of some financial institutions heightens the risk that a counterparty to our hedge arrangements could default on its obligations. These losses and the possibility of a counterparty declaring bankruptcy or being placed in conservatorship or receivership may affect the ability of the counterparties to meet their obligations to us on hedge transactions, which could reduce our revenues from hedges at a time when we are also receiving a lower price for our natural gas and oil sales. As a result, our financial condition could be materially adversely affected.

Our Credit Facility bears floating interest rates based on the London Interbank Offer Rate (“LIBOR”). LIBOR will no longer be used as a reference index for determining interest rates under credit arrangements starting in 2023. The elimination of LIBOR may cause us to incur increased interest expense.

Our Credit Facility requires the lenders to redetermine our borrowing base semi-annually. Our borrowing capacity was reduced from $500 million to $250 million in May 2020 and from $250 million to $185 million in November 2020. The redeterminations are based on our proved reserves and hedge position based on price assumptions that our lenders require us to use to calculate reserves pursuant to the Credit Facility. The lenders could reduce their price assumptions used to determine reserves for calculating our borrowing base due to lower commodities and futures prices and our borrowing base could be reduced further. This would further reduce our funds available to borrow. In addition, the
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lenders can request an interim redetermination during each six month period which could reduce the funds available to borrow under our Credit Facility.

Bankruptcies of financial institutions or illiquidity of money market funds may limit or delay our access to our cash and cash equivalent deposits, causing us to lose some or all of those funds or to incur additional costs to borrow funds needed on a short-term basis that were previously funded from our money market deposits.

Bankruptcies of purchasers of our oil and natural gas could lead to the delay or failure of us to receive the revenues from those sales.

Oil and gas prices are volatile and changes in prices can significantly affect our financial results and estimated proved oil and gas reserves.


Our revenue, profitability and cash flow depend upon the prices for oil, natural gas and NGLs. The markets for these commodities are very volatile, based on supply and demand, and even relatively modest drops in prices can significantly affect our financial results and impede our growth. Changes in oil, natural gas and NGL prices have a significant impact on the value of our reserves and on our cash flow. Prices for oil, natural gas and NGLs may fluctuate widely in response to relatively minor

changes in the supply of and demand for oil and gas, market uncertainty and a variety of additional factors that are beyond our control, such as:


the global demand for oil, natural gas and NGLs;
domestic and foreign governmental regulations;
variations between product prices at sales points and applicable index prices;
political and economic conditions in oil producing countries, including the Middle East and South America;
the ability and willingness of members of the Organization of Petroleum Exporting Countries ("OPEC") and other oil-producing countriesOPEC+ to agree to and maintain oil price and production controls;
weather conditions;
technological advances affecting energy consumption;
national and global economic conditions;
proximity and capacity of oil and gas pipelines, refineries and other transportation and processing facilities;
the price and availability of alternative fuels; and
the strength of the U.S. dollar compared to other currencies.


Lower oil, natural gas and NGL prices may not only decrease our revenues on a per unit basis, but also may reduce the amount of oil, natural gas and NGLs that we can produce economically and therefore the quantity and the estimated present value of our reserves. If this occurs or if our estimates of development costs increase, production data factors change or our exploration or development results deteriorate, successful efforts accounting rules may require us to write down or impair, as a non-cash charge to earnings, the carrying value of our oil and natural gas properties. We are required to perform impairment tests on our assets whenever events or changes in circumstances lead to a reduction of the estimated useful life or estimated future cash flows that would indicate that the carrying amount may not be recoverable or whenever management'smanagement’s plans change with respect to those assets. We recorded impairment charges of $572.4 million in the year ended December 31, 2015 on our proved and unproved

As described above, oil, and gas properties, and may record similar charges in the future.

Oil prices declined significantly in a number of recent periods, including the fourth quarter of 2018. Naturalnatural gas and NGL prices have also fallendeclined significantly in some recent periods.during 2020 due to OPEC+ unable to agree on cuts and the COVID-19 pandemic. These decreases have increased the volatility and amplitude of the other risks facing us as described in this report and have impacted our business and financial condition. 

If oilcommodity prices decrease to a level such that our future undiscounted cash flows from current levels, our plannedproperties are less than their carrying value for a significant period of time or cause us to change drilling projectsplans and/or forego lease renewals or cause significant decreases in property market values, we may become uneconomic, which could affect futurebe required to take an impairment against the carrying values of our proved and/or unproved properties.

Accounting rules require that we periodically review the carrying value of our properties for possible impairment. Based on specific market factors and circumstances at the time of prospective impairment reviews, and the continuing evaluation of development plans, production data, economics and other factors such as lease expirations, changes in drilling plans and growth rates. Low commodityadverse drilling results, we may be required to take an impairment against the carrying value of our properties. An impairment constitutes a non-cash charge to earnings. For the year ended December 31, 2020, we recorded non-cash impairment charges of approximately $1.3 billion on proved and unproved oil and gas properties, and if market or other economic conditions deteriorate further or if oil and gas prices impactcontinue to decline, we may incur additional impairment charges, which may have a material adverse effect on our revenue, which we partially mitigate with our hedging program. Continued low commodity prices make it more challenging to hedge production at higher price levels.results of operations.

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Our drilling efforts and our well operations may not be profitable or achieve our targeted returns.


Drilling for oil, natural gas and NGLs may involveresult in unprofitable efforts from wells that are productive but do not produce sufficient commercial quantities to cover drilling, operating and other costs. In addition, even a commercial well may have production that is less, or costs that are greater, than we projected. The cost of drilling, completing and operating a well is often uncertain, and many factors can adversely affect the economics of a well or property. Drilling operations may be curtailed, delayed or canceled as a result of unexpected drilling conditions, equipment failures or accidents, shortages of equipment or personnel, environmental issues, midstream constraints and for other reasons. We rely to a significant extent on seismic data and other advanced technologies in identifying unproved property prospects. The seismic data and other technologies we use do not allow us to know conclusively, prior to acquisition of unproved property or drilling a well, whether oil, natural gas or NGLs are present or may be produced economically. The use of seismic data and other technologies also requires greater pre-drilling expenditures than traditional drilling strategies. Drilling results in some of our plays may be more uncertain than in other plays that are more mature and have longer established drilling and production histories, and we can provide no assurance that drilling and completion techniques that have proven to be successful in other formations to maximize recoveries will be ultimately successful when used in our prospects. As a result, we may incur future dry hole costs and/or impairment charges due to any of these factors.


We have acquired significant amounts of proved and unproved property in order to attempt to further our exploration and development efforts. Drilling and production activities are subject to many risks, including the risk that no commercially productive reservoirs will be discovered. We acquire proved and unproved properties and lease undeveloped acreage that we believe will enhance our growth potential and increase our earnings over time. We cannot guarantee that all prospects will be economically viable or that we will not abandon our initial investments. Additionally, there can be no assurance that proved or unproved property acquired by us or undeveloped acreage leased by us will be profitably developed, that new wells drilled by us in prospects that we pursue will be productive, that we will recover all or any portion of our investment in such proved or unproved property or wells, or that we will succeed in bringing on additional partners.



Substantially all of our producing properties are located in the DJ Basin, making us vulnerable to risks associated with operating in one major geographic area.


Our operations are focused on the DJ Basin, which means our current producing properties and new drilling opportunities are geographically concentrated in that area. Because our operations are not as diversified geographically as many of our competitors, the success of our operations and our profitability may be disproportionately exposed to the effect of any regional events, including fluctuations in prices of oil, natural gas and NGLs produced from the wells in the region, natural disasters, restrictive governmental regulations, transportation capacity constraints, weather, curtailment of production or interruption of transportation and processing, and any resulting delays or interruptions of production from existing or planned new wells.


We are subject to complex federal, state, local and other laws and regulations that could adversely affect the cost, manner or feasibility of doing business and the recording of proved reserves. Changes in the regulatory environment could have a material adverse effect on our business.


Our exploration, development, production and marketing operations are subject to extensive environmental regulation at the federal, state and local levels including those governing emissions to air, wastewater discharges, hazardous and solid wastes, remediation of contaminated soil and groundwater, protection of surface and groundwater, land reclamation and preservation of natural resources. Under these laws and regulations, we could be held liable for personal injuries, property damage (including site clean-up and restoration costs) and other damages. Failure to comply with these laws and regulations may also result in the suspension or termination of our operations and subject us to administrative, civil, and criminal penalties, including the assessment of natural resource damages. Environmental and other governmental laws and regulations also increase the costs to plan, permit, design, drill, install, operate and abandon oil and natural gas wells and related facilities. Moreover, public interest in environmental protection has increased in recent years, and environmental organizations have opposed, with some success, certain drilling projects, leading to delays. One of the first actions of the new Biden Administration was to suspend the processing of federal permits, followed by a 90-day hiatus of the federal leasing program.


The regulatory environment in which we operate is subject to frequent changes, often in ways that increase our costs and make it more difficult for us to obtain necessary permits in a timely manner. See “Business and Properties-Operations-Environmental Matters and Regulation” for a summary of certain environmental regulations that affect our business and related developments, including potential future regulatory developments.

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Our success depends on key members of our management and our ability to attract and retain experienced technical and other professional personnel.


Our future success depends to a large extent on the services of our key employees. The loss of one or more of these individuals could have a material adverse effect on our business. Furthermore, competition for experienced technical and other professional personnel remains strong. If we cannot retain our current personnel or attract additional experienced personnel, our ability to compete could be adversely affected. Also, the loss of experienced personnel could lead to a loss of technical expertise.


Market conditions or operational impediments may hinder our access to oil and natural gas markets or delay our production.


Market conditions or the unavailability of satisfactory oil and natural gas transportation arrangements may hinder our access to oil and natural gas markets or delay our production. The availability of a ready market for our oil, natural gas and NGL production depends on a number of factors, including the demand for and supply of oil and natural gas and the proximity of our reserves to pipelines and terminal facilities. Our ability to market our production depends in substantial part on the availability and capacity of gathering systems, pipelines, processing facilities and refineries owned and operated by third parties. We may be required to shut in wells for a lack of a market or because of inadequacy or unavailability of natural gas pipeline, gathering system capacity or processing facilities. If that were to occur, we would be unable to realize revenue from those wells until production arrangements were made to deliver the production to market.


We may incur substantial losses and be subject to substantial liability claims as a result of our oil and gas operations. In addition, we may not be insured for, or our insurance may be inadequate to protect us against, these risks.


We are not insured against all risks. Losses and liabilities arising from uninsured or under-insured events could materially and adversely affect our business, financial condition or results of operations. Our oil and natural gas exploration and production activities, including well stimulation and completion activities such as hydraulic fracturing, are subject to all of the operating risks associated with drilling for and producing oil and natural gas, including the possibility of:


environmental hazards, such as uncontrollable flows of oil, natural gas, brine, well fluids, toxic gas or other pollution into the environment, including groundwater contamination;
abnormally pressured or structured formations;
mechanical difficulties, such as stuck oilfield drilling and service tools and casing collapse;
fires, explosions and ruptures of pipelines;
personal injuries and death; and

natural disasters or other adverse weather conditions.
natural disasters.


Any of these risks could adversely affect our ability to conduct operations or result in substantial losses to us as a result of:


injury or loss of life;
damage to and destruction of property and equipment;
damage to natural resources due to underground migration of hydraulic fracturing fluids or other fluids or gases;
pollution and other environmental damage, including spillage or mishandling of recovered hydrocarbons, hydraulic fracturing fluids and produced water;
regulatory investigations and penalties;
suspension of our operations; and
repair and remediation costs.


We have elected, and may in the future elect, not to obtain insurance if we believe that the cost of available insurance is excessive relative to the risks presented. For example, we do not carry business interruption insurance for these reasons. In addition, pollution and environmental risks generally are not fully insurable. Further, we could be unaware of a pollution event when it occurs and therefore be unable to report the event within the time period required under the relevant policy. The occurrence of an event that is not covered or not fully covered by insurance could have a material adverse effect on our production, revenues and results of operations and overall financial condition.


Our operations require substantial capital and we may be unable to obtain needed capital or financing on satisfactory terms or at all, which could lead to a loss of properties and a decline in our oil, natural gas and NGL reserves.


The oil and gas industry is capital intensive. We make and expect to continue to make substantial capital expenditures in our business and operations for the development, production and acquisition of oil, natural gas and NGL reserves. To date, we
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have financed capital expenditures primarily with cash generated by operations, sales of our equity and debt securities, proceeds from bank borrowings and sales of properties. Our cash flow from operations and access to capital is subject to a number of variables, including:


our proved reserves;
the level of oil, natural gas and NGLs we are able to produce from existing wells;
the prices at which oil, natural gas and NGLs are sold;
the costs required to operate production;
our ability to acquire, locate and produce new reserves;
global credit and securities markets;
the ability and willingness of lenders and investors to provide capital and the cost of that capital; and
the interest of buyers in our properties and the price they are willing to pay for properties.


If our revenues or the borrowing base under our Amended Credit Facility decreasesdecrease as a result of lower oil, natural gas and NGLs prices, which was the case for both semi-annual borrowing base redeterminations in 2020, operating difficulties, declines in reserves or for any other reason, we may have limited ability to obtain the capital necessary to sustain our operations at current or planned levels. We may, from time to time, need to seek additional financing. Our Amended Credit Facility and senior note indentures place certain restrictions on our ability to obtain new financing. There can be no assurance as to the availability or terms of any additional financing. Recent commodity price decreases have made it substantially more difficult for us and other industry participants to raise capital, and will likely continue to have an adverse effect on our borrowing base.


If additionalOur future drilling plans were suspended in 2020 and continue to be suspended due to significant declines in commodity prices and a decrease in borrowing capacity on our Credit Facility. In addition, in November 2020 we entered into the Merger Agreement with Bonanza Creek, and that agreement restricts our near-term capital is needed,spending levels and does not allow for drilling or completion operations. Furthermore, if the Merger does not close as contemplated, we maydo not be ablehave assurance that we will have the capital availability to obtain debt or equity financing on terms favorable to us, or at all. If cash generated by operations or available under our Amended Credit Facility is not sufficient to meet our capital requirements, the failure to obtain additional financing could resultresume drilling and completion operations. This resulted in a curtailmentreduction in our oil, natural gas and NGL reserves as of December 31, 2020 primarily due to removing all PUD reserves, as we are not reasonably certain the PUD reserves will be drilled within the five year development window at the time the applicable PUD reserve is booked. Continued delays in our operations relating to exploration and development of our prospects, which in turnplans could lead to a possible loss of properties and a declineadditional declines in our oil, natural gas and NGLs reserves as well as our revenues and results of operations.


Our identified drilling location inventories are scheduled out over several years, making them susceptible to uncertainties that could materially alter the occurrence or timing of their drilling.


Our management has specifically identified and scheduled drilling locations as an estimation of our future multi-year drilling activities on our existing acreage. These identified drilling locations represent a significant part of our strategy. Our ability to drill and develop these locations depends on a number of uncertainties, including the availability of capital, seasonal conditions, regulatory approvals, oil, natural gas and NGLs prices, costs and drilling results. Because of these uncertainties, we

do not know if the numerous potential drilling locations we have identified will ever be drilled or if we will be able to produce oil, natural gas and NGLs from these or any other potential drilling locations. As such, our actual drilling activities may differ materially from those presently identified, which could adversely affect our business.


Competition in the oil and gas industry is intense, which may adversely affect our ability to succeed.


The oil and gas industry is intensely competitive, and we compete with other companies that have greater resources. Many of these companies not only explore for, develop and produce oil, natural gas and NGLs, but also carry on midstream and refining operations and market petroleum and other products on a regional, national or worldwide basis. These companies are able to pay more for producing oil, natural gas and NGLs properties and exploration and development prospects or define, evaluate, bid for and purchase a greater number of properties and prospects than our financial or human resources permit. In addition, these companies have a greater ability to continue exploration activities during periods of low oil, natural gas and NGLs market prices. Our larger or integrated competitors are better able than we are to absorb the burden of existing and any changes to federal, state, local and Native American tribal laws and regulations, which could adversely affect our competitive position. Our ability to acquire additional properties and to discover reserves in the future will depend on our ability to evaluate and select suitable properties and to consummate transactions in a highly competitive environment. In addition, because we have fewer financial resources than many companies in our industry, we may be at a disadvantage in bidding for producing properties and exploration and development prospects.


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The willingness and ability of our lenders to fund their lending obligations under our revolving Amended Credit Facility may be limited, which would affect our ability to fund our operations.


Our Amended Credit Facility has commitments from 11 lenders. If credit markets become more turbulent as a result of anthe current economic downturn, increased regulatory oversight, lower commodity prices or other factors, our lenders may become more restrictive in their lending practices or may be unwilling or unable to fund their commitments, which would limit our access to capital to fund our capital expenditures, operations or meet other obligations. This would limit our ability to generate revenues as well as limit our projected production and reserves growth, leading to declining production and potentially losses.

A U.S. and global economic downturn could have a material adverse effect on our business and operations.

Any or all of the following may occur if, as a result of a crisis in the global financial and securities markets, a deterioration in national or global growth prospects or other factors, an economic downturn occurs:

The economic slowdown could lead to lower demand for oil and natural gas by individuals and industries, which in turn could result in lower prices for the oil and natural gas sold by us, lower revenues and possibly losses. Significant recent commodity price declines have been caused in part by concerns about future global economic growth. This factor has at times been exacerbated by increases in oil and gas supply resulting from increases in U.S. oil and gas production.

The lenders under our Amended Credit Facility may become more restrictive in their lending practices or unable or unwilling to fund their commitments, which would limit our access to capital to fund our capital expenditures and operations. This would limit our ability to generate revenues as well as limit our projected production and reserves growth, leading to declining production and possibly losses.

We may be unable to obtain additional debt or equity financing, which would require us to limit our capital expenditures and other spending. This would lead to lower production levels and reserves than if we were able to spend more than our cash flow. Financing costs may significantly increase as lenders may be reluctant to lend without receiving higher fees and spreads.

The losses incurred by financial institutions as well as the insolvency of some financial institutions heightens the risk that a counterparty to our hedge arrangements could default on its obligations. These losses and the possibility of a counterparty declaring bankruptcy or being placed in conservatorship or receivership may affect the ability of the counterparties to meet their obligations to us on hedge transactions, which could reduce our revenues from hedges at a time when we are also receiving a lower price for our natural gas and oil sales. As a result, our financial condition could be materially adversely affected.

Our credit facility bears floating interest rates based on the London Interbank Offer Rate ("LIBOR"). As banks were reluctant to lend to each other to avoid risk, LIBOR increased to unprecedented spread levels in 2008. Such increases caused and may in the future cause higher interest expense for unhedged levels of LIBOR-based borrowings.

Our credit facility requires the lenders to redetermine our borrowing base semi-annually. The redeterminations are based on our proved reserves and hedge position based on price assumptions that our lenders require us to use to calculate reserves pursuant to the credit facility. The lenders could reduce their price assumptions used to determine reserves for calculating our borrowing base due to lower commodities and futures prices and our borrowing base could be reduced. This would reduce our funds available to borrow. In addition, the lenders can request an interim redetermination during each six month period which could reduce the funds available to borrow under our credit facility.

Bankruptcies of financial institutions or illiquidity of money market funds may limit or delay our access to our cash and cash equivalent deposits, causing us to lose some or all of those funds or to incur additional costs to borrow funds needed on a short-term basis that were previously funded from our money market deposits.

Bankruptcies of purchasers of our oil and natural gas could lead to the delay or failure of us to receive the revenues from those sales.


Our estimated reserves are based on many assumptions that may turn out to be inaccurate. Any material inaccuracies in these assumptions will materially affect the quantities of our reserves.


Underground accumulations of oil, natural gas and NGLs cannot be measured in an exact way. Oil, natural gas and NGLs reserve engineering requires estimates of underground accumulations of oil, natural gas and NGLs and assumptions concerning future oil, natural gas and NGLs prices, production levels and operating and development costs. As a result, estimated quantities of proved reserves and projections of future production rates and the timing of development expenditures may be inaccurate.


Our estimates of proved reserves are based on prices and costs determined at the date of the estimate. Any significant variance from these prices and costs could greatly affect our estimates of reserves. We prepare our own estimates of proved reserves, which are audited by independent third party petroleum engineers. Over time, our internal engineers may make material changes to reserves estimates taking into account the results of actual drilling, testing and production. For additional information about these risks and their impact on our reserves, see "Items“Items 1 and 2. Business and Properties-Oil and Gas Data-Proved Reserves"Reserves” and "Supplementary“Supplementary Information to Consolidated Financial Statements-Supplementary Oil and Gas Information (unaudited)-Analysis of Changes in Proved Reserves"Reserves” in this Annual Report on Form 10-K.

At December 31, 2017, approximately 52% of our estimated proved reserves (by volume) were undeveloped. These reserve estimates reflected our plans to make significant capital expenditures to convert our PUDs into proved developed reserves, including approximately $429.8 million during the five years ending December 31, 2022. The estimated development costs may not be accurate, development may not occur as scheduled and results may not be as estimated. If we choose not to develop PUDs, or if we are not otherwise able to successfully develop them, we will be required to remove the associated volumes from our reported proved reserves. In addition, under the SEC's reserve reporting rules, PUDs generally may be booked only if they relate to wells scheduled to be drilled within five years of the date of booking, and we may therefore be required to downgrade to probable or possible any PUDs that are not developed within this five-year time frame.


Unless we replace our oil, natural gas and NGLs reserves, our reserves and production will decline, which would adversely affect our business, financial condition and results of operations.


Producing oil, natural gas and NGL reservoirs generally are characterized by declining production rates that vary depending upon reservoir characteristics and other factors. The rate of decline will change if production from our existing wells declines in amay be different manner than we have estimated and canmay change under other circumstances. Thus, ourover time. Our future oil, natural gas and NGL reserves and production, and therefore our cash flow and income, are highly dependent upon our success in efficiently developing and exploiting our current reserves and economically finding or acquiring additional recoverable reserves. We may not be able to develop, find or acquire additional reserves to replace our current and future production at acceptable costs.


Properties that we buy may not produce as projected and we may be unable to determine reserve potential, identify liabilities associated with the properties or obtain protection from sellers.


One of our strategies is to capitalize on opportunistic acquisitions of oil, natural gas and NGLs reserves. Our reviews of acquired properties are inherently incomplete, because it generally is not feasible to review in depth every individual property involved in each acquisition. Ordinarily, we will focus our review efforts on the higher value properties and will sample the

remaining properties for reserve potential. However, even a detailed review of records and properties may not necessarily reveal existing or potential problems, nor will it permit us to become sufficiently familiar with the properties to assess fully their deficiencies and potential. Inspections may not always be performed on every well, and environmental problems, such as ground water contamination, are not necessarily observable even when an inspection is undertaken. Even when problems are identified, we often assume certain environmental and other risks and liabilities in connection with acquired properties.


Our hedging activities could result in financial losses or could reduce our income.


To achieve a more predictable cash flow and to reduce our exposure to adverse fluctuations in the prices of commodities, we currently, and will likely in the future, enter into hedging arrangements for a portion of our production revenues. Hedging arrangements for a portion of our production revenues expose us to the risk of financial loss in some circumstances, including when:
    
there is a change in the expected differential between the underlying price in the hedging agreement and actual prices received;
our production is less than we expect;
there is a change in the mark to market value of our derivatives; or
the counterparty to the hedging contract defaults on its contractual obligations.

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In addition, these types of hedging arrangements limit the benefit we would receive from increases in commodities prices and may expose us to cash margin requirements if we hedge with counterparties who are not parties to our credit facility.Credit Facility.


Our counterparties are financial institutions that are lenders under our Amended Credit Facility or affiliates of such lenders. The risk that a counterparty may default on its obligations increases when overall economic conditions deteriorate. Losses resulting from adverse economic conditions or other factors may affect the ability of the counterparties to meet their obligations to us on hedge transactions, which could reduce our revenues from hedges at a time when we are also receiving lower prices for our production. As a result, our financial condition could be materially adversely affected.

Federal legislation may decrease our ability, and increase the cost, to enter into hedge transactions.

The Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd-Frank") was signed into law in July 2010. Dodd-Frank regulates derivative transactions, including our commodity derivative swaps. We expect that Dodd-Frank and its implementing regulations will increase the cost to hedge as a result of fewer counterparties being in the market and the pass-through of increased capital costs of bank subsidiaries. The imposition of margin requirements or other restrictions on our hedging activities could make hedging more expensive or impracticable. A reduction in our ability to enter into hedging transactions would expose us to additional risks related to commodity price volatility and impair our ability to have certainty with respect to a portion of our cash flow, which could lead to decreases in capital spending and, therefore, decreases in future production and reserves.


The inability of one or more of our customers to meet their obligations may adversely affect our financial results.


Substantially all of our accounts receivable result from oil, natural gas and NGLs sales or joint interest billings to third parties in the energy industry. This concentration of customers and joint interest owners may impact our overall credit risk in that these entities may be similarly affected by changes in economic and other conditions. In addition, our oil, natural gas and NGLs hedging arrangements expose us to credit risk in the event of nonperformance by counterparties. An economic downturn and/or an extended period of low commodity prices would increase these risks.


We face risks related to rating agency downgrades.

If one or more rating agencies downgrades our outstanding debt, future debt issuance could become more difficult and costly. Also, we may be required to provide collateral or other credit support to certain counterparties, which would increase our costs and limit our liquidity.


Our business could be negatively impacted by security threats, including cyber-security threats, and other disruptions.


As an oil and natural gas producer, we face various security threats, including cyber-security threats to gain unauthorized access to sensitive information, acquire cash or other assets through theft or fraud or render data or systems unusable, threats to the safety of our employees, threats to the security of our facilities and infrastructure or third party facilities and infrastructure, such as processing plants and pipelines, and threats from terrorist acts. Cyber-security attacks in particular are evolving and

include but are not limited to, malicious software, attempts to gain unauthorized access to data, and other electronic security breaches that could lead to disruptions in critical systems, unauthorized release of confidential or otherwise protected information, corruption of data or misappropriation of assets. There can be no assurance that the procedures and controls we use to monitor and mitigate these risks will be sufficient in preventing security threats from materializing. If any of these events were to materialize, they could lead to losses of sensitive information, assets, critical infrastructure, personnel or capabilities essential to our operations and could have a material adverse effect on our reputation, financial position, results of operations, or cash flows.


Land owner demands associated with previously divested wells in Wyoming could have adverse effects on our business.

In December 2015, the Wyoming Supreme Court issued its "Pennaco" decision, the essence of which is that parties to a contract, such as a surface use agreement, remain liable for the obligations under that agreement - even when the agreement and the underlying assets have been sold and assigned to a third party - unless the agreement contains express language releasing and discharging the original party upon such subsequent assignment.

Landowners across Wyoming are making Pennaco claims against companies that sold assets to other oil and gas companies that are now in default. To date, our exposure relates to coalbed methane ("CBM") leases and wells that we sold to entities which are now essentially defunct, if not in actual bankruptcy proceedings. These operators have defaulted on several annual surface use payments, as well as leaving more than 150 CBM wells acquired from us in non-producing (shut-in) status. We have been contacted by several large ranches or their attorneys demanding payment of amounts in arrears, and that we conduct the plugging of the wells and land reclamation. Each case entails determining what contractual obligations are imposed by the applicable surface use agreement, taking into account state and federal plugging and reclamation requirements.

We obtained orders from the Wyoming Oil & Gas Conservation Commission ("WOGCC") requiring two of the defaulting operators to "show cause" as to why the WOGCC should not authorize us to take over the wells in order to conduct plugging and reclamation operations. In response to these orders, we reached contractual agreements that provide us with the authority to plug and abandon any or all of the wells sold to those operators. We have negotiated settlement and release agreements with several ranches that require payments and scheduled plugging and reclamation activities. In certain cases, ranch owners have expressed interest in conversion of CBM wells to water wells. We are under no current WOGCC compulsion to plug wells. However, a substantial number are also federally-permitted, and the Company and the BLM have recently negotiated a plugging and reclamation schedule for these wells.

We do not believe that resolving this matter will have a material financial impact. We believe that, if necessary, the currently identified roster of shut-in wells can be plugged and reclaimed at cost of approximately $15,000 per well. There is no assurance, however, that this issue will not expand to wells sold to other purchasers of Wyoming assets previously owned by us.

Possible future ballot initiatives in Colorado, if approved, could have severely adverse effects on our operations, reserves and financial condition.

Statewide ballot initiatives intended to impose further restrictions on oil and gas development have been pursued several times in recent years in Colorado. In particular, Proposition 112, which was included on the ballot for the November 2018 election in Colorado but was defeated at the polls, would have amended the Colorado Oil and Gas Conservation Act to, among other things, require all new oil and gas development not on federal land to be located at least 2,500 feet away from any occupied structure or broadly defined "vulnerable area". If enacted, Proposition 112 would have effectively prohibited drilling activities across a substantial majority of the surface area of the State of Colorado, although we developed a plan to reconfigure drilling units and relocate most of our remote, rural well locations. Such reconfiguration and relocation would, however, have entailed substantial expense and delay, as well as reduced certain cost efficiencies built into our current plans. Similar proposals may be approved for the 2020 and subsequent ballots. Because substantially all of our operations and reserves are located in Colorado, the passage and implementation of any such proposal could have a materially adverse effect on our operations, reserves, financial condition and business generally.

The political climate in Colorado has become more challenging.

Although Proposition 112 failed at the ballot box, 44% of the electorate, representing over one-million voters, cast ballots in favor. At the same time, a new Democratic Governor was elected, along with Democratic majorities in both chambers of the General Assembly. The Governor, and legislative leadership in the House and Senate, have indicated that there will be significant amendments made to the Oil and Gas Conservation Act enhancing local control over siting well locations, and prioritizing the protection of health, safety and environmental protection in the regulation of oil and gas development. Other

issues likely to be addressed include restrictions on the pooling of interests in drilling units and new financial assurance requirements to ensure proper plugging and reclamation of wells, including "orphan wells". The passage of such legislation could have a substantial impact on the pace and cost of developing our DJ Basin assets.

Risks Related to Our Common Stock


The price of our common stock has been and may continue to be highly volatile, which may make it difficult for shareholders to sell our common stock when desired or at attractive prices.

The market price of our common stock is highly volatile. Adverse events could trigger a significant decline in the trading price of our common stock, including, among others, unfavorable changes in commodity prices or commodity price expectations, adverse regulatory developments and adverse developments relating to the Merger. Furthermore, general market conditions, including the level of, and fluctuations in, the trading prices of equity securities generally could affect the price of our stock. The stock markets frequently experience price and volume volatility that affects many companies’ stock prices, often in ways unrelated to the operating performance of those companies. In addition, the trading price of our common stock may be increased at times by market phenomena such as significant increases in retail investor interest and purchases to cover short positions. If so, those market phenomena could reverse themselves at any time, leading to a rapid and substantial decline in the price of our stock.

If we cannot meet the financial compliance standards for continued listing on the New York Stock Exchange (the “NYSE”), the NYSE may delist our common stock, which could have an adverse impact on the trading volume, liquidity and market price of our common stock.

A delisting of our common stock from the NYSE could negatively impact us because it could reduce the liquidity and market price of our common stock and reduce the number of investors willing to hold or acquire our common stock, which could negatively impact our ability to raise equity financing, and/or diminish the value of equity incentives available to provide
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to our employees. The NYSE Listed Company Manual has a set of financial compliance standards we must meet to avoid being delisted from the NYSE. The financial compliance standards are defined below:

average market capitalization of not less than $50 million over a 30 trading day period and stockholders’ equity of not less than $50 million;
average closing share price of $1.00 over a 30 trading day period; and
average market capitalization of not less than $15 million over a 30 day trading period, which is a minimum threshold for continued listing with no cure period.

On March 10, 2020, we were notified by the NYSE that the average closing price of our common stock over the prior 30- consecutive trading day period was below $1.00. On October 30, 2020, we completed a 1-for-50 reverse stock split of our common stock to satisfy this requirement. The reverse stock split reduced the number of shares of our outstanding common stock from 215,255,925 shares as of October 30, 2020 to 4,305,119 shares, subject to adjustment of the rounding of fractional shares.

On November 4, 2020, we were notified by the NYSE that our average market capitalization was less than $50 million over the prior 30-consecutive trading day period along with a stockholders’ equity balance of less than $50 million. As set forth in the notice, as of November 3, 2020, our prior 30-consecutive trading day average market capitalization was $42.5 million and our last reported shareholders’ equity as of June 30, 2020 was $2.2 million. In accordance with NYSE listing requirements, we submitted a plan on December 18, 2020 advising the NYSE of definitive action we have taken, or are taking, to bring us into conformity within 18 months of November 4, 2020. On January 28, 2021, the NYSE accepted our plan allowing our common stock to continue to be listed and traded on the NYSE during the cure period, subject to our compliance with the plan and other continued listing standards. The NYSE will review our compliance with the plan on a quarterly basis. If we fail to comply with the plan or do not meet continued listing standards at the end of the 18-month cure period, we will be subject to the prompt initiation of NYSE suspension and delisting procedures. Further, if our average market capitalization goes below $15 million over a 30-consecutive trading day period, there is no cure period for continued listing on the NYSE.

Provisions in our certificate of incorporation and bylaws and Delaware law make it more difficult to effect a change in control of us, which could adversely affect the price of our common stock.


Delaware corporate law and our current certificate of incorporation and bylaws contain provisions that could delay, defer or prevent a change in control of us or our management. These provisions include:


giving the board the exclusive right to fill all board vacancies;
requiring special meetings of stockholders to be called only by the board;
requiring advance notice for stockholder proposals and director nominations;
prohibiting stockholder action by written consent;
prohibiting cumulative voting in the election of directors; and
allowing for authorized but unissued common and preferred shares.


These provisions also could discourage proxy contests and make it more difficult for our stockholders to elect directors and take other corporate actions that are opposed by our board. As a result, these provisions could make it more difficult for a third party to acquire us, even if doing so would benefit our stockholders, and this may limit the price that investors are willing to pay in the future for shares of our common stock.


Risks Related to our Senior Notes and Amended Credit Facility

We may not be able to generate enough cash flow to meet our debt obligations, including our obligations and commitments under our senior notes and our Amended Credit Facility.

We expect that our earnings and cash flow could vary significantly from year to year due to the cyclical nature of our industry. As a result, the amount of debt that we can manage in some periods may not be appropriate for us in other periods. In addition, our future cash flow may be insufficient to meet our debt obligations and commitments, including our 7.0% Senior Notes due 2022 ("7.0% Senior Notes"), 8.75% Senior Notes due 2025 ("8.75% Senior Notes") and our Amended Credit Facility. Any insufficiency could negatively impact our business. A range of economic, competitive, business, and industry factors will affect our future financial performance, and, as a result, our ability to generate cash flow from operations and to repay our debt. Many of these factors, such as oil and gas prices, economic and financial conditions in our industry and the global economy or competitive initiatives of our competitors, are beyond our control. In particular, these risks have been significantly exacerbated by the sustained decline in commodity prices.

As of December 31, 2018, the total outstanding principal amount of our indebtedness was $626.9 million, and we had $474.0 million in additional borrowing capacity under our Amended Credit Facility, which, if borrowed, would be secured debt effectively senior to the Senior Notes to the extent of the value of the collateral securing that indebtedness. The borrowing base is dependent on our proved reserves and was, as of December 31, 2018, $500.0 million based on our proved reserves and hedge position. Our borrowing capacity is reduced by a $26.0 million letter of credit. As of December 31, 2018, we had no amounts outstanding under our Amended Credit Facility.

The borrowing base is set at the sole discretion of the lenders. Our next scheduled borrowing base redetermination is scheduled on or about April 1, 2019 based on proved reserves as of December 31, 2018 at updated bank price decks and hedge position. However, in the event of lower capital investment in our properties due to a sustained cycle of low commodity prices, we could see lower quantities of proved developed reserves which would, in combination with lower oil and gas commodity pricing, lead to lower borrowing bases.

If we do not generate enough cash flow from operations to satisfy our debt obligations, we may have to undertake one or more alternative financing plans, such as:
refinancing or restructuring our debt;
selling assets;
reducing or delaying capital investments; or
seeking to raise additional capital.

However, any alternative financing plans that we undertake may not be completed in a timely manner or at all, and even if completed may not allow us to meet our debt obligations. Our inability to generate sufficient cash flow to satisfy our debt obligations, including our obligations under the senior notes, or to obtain alternative financing, could materially and adversely affect our business, financial condition, results of operations and prospects.

Our debt could have important consequences. For example, it could:
increase our costs of doing business;
increase our vulnerability to general adverse economic and industry conditions;
limit our ability to fund future capital expenditures and working capital, to engage in future acquisitions or development activities, or to otherwise realize the value of our assets and opportunities fully because of the need to dedicate a substantial portion of our cash flow from operations to payments of interest and principal on our debt or to comply with any restrictive terms of our debt;
limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
impair our ability to obtain additional financing in the future; and
place us at a competitive disadvantage compared to our competitors that have less debt.

We may be prevented from taking advantage of business opportunities that arise because of the limitations that the restrictive covenants under the indentures governing the senior notes and our Amended Credit Facility impose on us.

The Amended Credit Facility also contains certain financial covenants. We are currently in compliance with all financial covenants and have complied with all financial covenants since issuance. We expect to be in compliance with all financial covenants based on our 2019 budget at current commodity prices. However, if commodity prices significantly decline, EBITDAX will be significantly reduced, which is a critical underpinning of our required financial covenants. If this were to occur, it will make it necessary for us to negotiate an amendment to one or more of these financial covenants.

If we fail to comply with the covenants or other terms of any agreements governing our debt, our lenders and holders of our notes may have the right to accelerate the maturity of that debt and foreclose upon the collateral, if any, securing that debt. If that occurs, we may not be able to make all of the required payments or borrow sufficient funds to refinance such debt or take other actions to pay the accelerated debt. Even if new financing were available at that time, it may not be on terms that are acceptable to us. A breach of any covenant would also limit the funds available under our Amended Credit Facility. In September 2015, we obtained an amendment to the Amended Credit Facility that replaced our debt-to-EBITDAX covenant in the facility for a limited period of time. Through March 31, 2018, the covenants are secured debt-to-EBITDAX and EBITDAX-to-interest. There can be no assurance that we will be able to obtain similar amendments, or waivers of covenant breaches, in the future if needed.

Risks Related to Tax


We may incur more taxes as a result of new tax legislation.
The Tax Cut and Jobs Act (the "TCJA"“TCJA”) was passed in December 2017 and included provisions that could limit certain tax deductions:


interest expense is limited to 30% of our taxable income (with certain adjustments);
expanded Section 162(m) limitations on the deductibility of officers'officers’ compensation; and
net operating losses ("NOL"(“NOL”) incurred after 2017 are limited to 80% of taxable income but can be carried forward indefinitely.


These changes may increase our future tax liability in some circumstances. In addition, proposals are made from time to time to amend U.S. federal and state income tax laws in ways that would be adverse to us, including by eliminating certain key
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U.S. federal income tax preferences currently available with respect to crude oil and natural gas exploration and production. The changes could include (i) the repeal of the percentage depletion deduction for crude oil and natural gas properties, (ii) the elimination of current deductions for intangible drilling and development costs and (iii) an extension of the amortization period for certain geological and geophysical expenditures. Also, state severance taxes may increase in the states in which we operate. This could adversely affect our existing operations in the relevant state and the economic viability of future drilling.


Our future utilization of NOLs and tax credit carryforwards have been limited by the 2018 Merger and may be further limited based on current Internal Revenue Code restrictions.


We have significant deferred tax assets for Federal and state NOL carryforwards. Subject to certain limitations and applicable expiration dates, these tax attributes can be carried forward to reduce our federal income tax liability for future periods. Under Section 382 of the Internal Revenue Code of 1986, as amended (the "Code"“Code”), the ability to utilize NOL carryforwards to offset future taxable income is subject to limitation if a greater than 50% ownership change occurs ("(“Section 382 change of ownership"ownership”). A Section 382 change of ownership refers to an increase in ownership of more than 50% of our shares by certain groups of shareholders during any three-year period, as determined under certain conventions.


The 2018 Merger resulted in a Section 382 change of ownership, limiting our ability to use pre-change NOLs and credits against post-change taxable income to an annual limitation amount plus certain built-in gains recognized within five years of the ownership change ("RBIG"(“RBIG”). The annual limitation amount of $11.7 million was computed by multiplying our fair market value on the date of the ownership change by a published long-term tax-exempt bond rate. Our RBIG is projected to be $176.9 million. We have reduced our federal and state NOLs by $276.1$274.7 million and $14.0$13.1 million, respectively, and eliminated our state tax credits by $8.2 million to reflect the expected impact of the Section 382 change of ownership. Deferred tax assets and the corresponding valuation allowance have been reduced by $65.0 million for the expected tax-effected impact of the Section 382 change of ownership.

Our future utilization of NOLs and tax credit carryforwards may be further limited in the event of any future ownership changes, including the pending Merger with Bonanza Creek.

Item 1B. Unresolved Staff Comments.


None.Not applicable.


Item 3. Legal Proceedings.


We are involved in various legal or governmental proceedings in the ordinary course of business. These proceeding are subject to the uncertainties inherent in any litigation. We review the status of these proceedings on an ongoing basis and, from time to time, may settle or otherwise resolve these matters on terms and conditions that management believes are in our best interests. While the ultimate outcome and impact of any proceeding cannot be predicted with certainty, our management does not believe that the resolution of any currently pending proceeding will have a material adverse effect on our financial condition or results of operations. However,operations, other than the following.

Sterling Energy Investments LLC v. HighPoint Operating Corporation, 2020CV32034, District Court in Denver, Colorado. On June 15, 2020, Sterling Energy Investments LLC (“Sterling”) filed a complaint against HighPoint Operating Corporation, a subsidiary of ours, for breach of contract related to a Gas Purchase Agreement dated effective November 1, 2017, by and between HighPoint Operating Corporation and Sterling. Sterling alleges that HighPoint Operating Corporation breached the contract by failing to use reasonable commercial efforts to deliver to Sterling at Sterling’s receipt points all quantities of gas not otherwise dedicated to other gas purchase agreements. We vigorously deny Sterling’s claims. Sterling seeks monetary damages in an amount not yet specified. On July 31, 2020, we filed a counterclaim against Sterling for breach of Sterling’s obligations under the Gas Purchase Agreement. We are seeking monetary damages in an amount not yet specified. The case is scheduled to go to trial in July 2021. At this time we are unable to determine whether any loss is probable or reasonably estimate a range of such loss, and accordingly we have not recognized any liability associated with respectthis matter.

Disclosure of certain environmental matters is required when a governmental authority is a party to the proceeding discussed below,proceedings and the proceedings involve potential monetary sanctions that we expectreasonably believe could exceed $300,000. We have received some Notices of Alleged Violations (“NOAV”) from the fine assessed against us to exceed $0.1 million.Colorado Oil and Gas Conservation Commission (“COGCC”) alleging violations of various Colorado statutes and COGCC regulations governing oil and gas operations. We are engaged in discussions regarding resolution of the alleged violations. We recognized $1.1 million during the year ended December 31, 2020 associated with the NOAVs, as they are probable and reasonably estimable.

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In 2016, and 2017, we received initial and supplemental EPA "Section 114" mandatory information directives, as well as parallel "compliance advisories" from Colorado Department of Health and Environment ("CDPHE"). These directives led to an enforcement proceeding and settlement negotiations. We expect to reach a settlement in early 2019, including agreeing to pay a penalty, as well as committing to certain facility design, inspection and maintenance procedures.

Item 4. Mine Safety Disclosures.


Not applicable.



PART II


Item 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market for Registrant'sRegistrant’s Common Equity


Our common stock is listed on the New York Stock Exchange under the symbol "HPR"“HPR”.


Holders. On February 5, 2019,4, 2021, there were 9477 holders of record of our common stock.


Dividends. We have not paid any cash dividends since our inception. Because we anticipate that all earnings will be retained for the development of our business and our debt agreements limit the payment of cash dividends, we do not expect that any cash dividends will be paid on our common stock for the foreseeable future.


Unregistered Sales of Securities. There were no sales of unregistered equity securities during the year ended December 31, 2018.2020.


Issuer Purchases of Equity Securities. The following table contains information about our acquisitions of equity securities during the three months ended December 31, 2018:2020:


Period
Total
Number of
Shares Purchased (1)
Weighted
Average Price
Paid Per
Share
Total Number of Shares
Purchased as
Part of Publicly
Announced Plans or
Programs
Maximum Number (or
Approximate Dollar Value)
of Shares that
May Yet be Purchased
Under the Plans or
Programs
October 1 - 31, 202022 $10.95 — — 
November 1 - 30, 202024 $3.75 — — 
December 1 - 31, 2020— $— — — 
Total46 $7.20 — — 
Period 
Total
Number of
Shares Purchased (1)
 
Weighted
Average Price
Paid Per
Share
 
Total Number of Shares
Purchased as
Part of Publicly
Announced Plans or
Programs
 
Maximum Number (or
Approximate Dollar Value)
of Shares that
May Yet be Purchased
Under the Plans or
Programs
October 1 - 31, 2018 343
 $4.50
 0
 0
November 1 - 30, 2018 49
 $4.19
 0
 0
December 1 - 31, 2018 
 $
 0
 0
Total 392
 $4.46
 0
 0


(1)Represents shares withheld from employees to satisfy tax withholding obligations in connection with the vesting of shares of restricted common stock issued pursuant to our employee incentive plans.
(1)Represents shares withheld from employees to satisfy tax withholding obligations in connection with the vesting of shares of restricted common stock issued pursuant to our employee incentive plans.


Stockholder Return Performance Presentation


As required by applicable rules of the SEC, the performance graph shown below was prepared based upon the following assumptions:


1.
1.$100 was invested in our common stock on December 31, 2013, and $100 was invested in each of the Standard & Poors SmallCap 600 Index-Energy Sector and the Standard & Poors 500 Index at the closing price on December 31, 2013.

2.Dividends are reinvested on the ex-dividend dates.


chart-5d5ef2c9f6935f1683fa02.jpg

 December 31,
2013
 December 31,
2014
 December 31,
2015
 December 31,
2016
 December 31,
2017
 December 31,
2018
HPR$100
 $43
 $15
 $26
 $19
 $9
S&P SmallCap 600- Energy100
 64
 34
 47
 35
 20
S&P 500100
 114
 115
 129
 157
 150

Item 6. Selected Financial Data.

The following table presents our selected historical financial data for the years ended December 31, 2018, 2017, 2016, 2015 and 2014. Future results may differ substantially from historical results because of changes in oil and gas prices, production increases or declines, properties acquired or sold and other factors. This information should be read in conjunction with the consolidated financial statements and notes thereto and "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" presented elsewhere in this Annual Report on Form 10-K.

Selected Historical Financial Information

The consolidated statement of operations information for the years ended December 31, 2018, 2017 and 2016 and the balance sheet information as of December 31, 2018 and 2017 are derived from our audited consolidated financial statements included elsewhere in this report. The consolidated statement of operations information for the years ended December 31, 2015, and 2014$100 was invested in each of the Standard & Poors SmallCap 600 Index-Energy Sector and the balance sheet informationStandard & Poors 500 Index at the closing price on December 31, 2016, 2015 and 20142015.

2.Dividends are derived from audited consolidated financial statements that are not included in this report. The information in this table should be read in conjunction withreinvested on the consolidated financial statements and accompanying notes and other financial data included herein.ex-dividend dates.



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 Year Ended December 31,
 2018 2017 2016 2015 2014
 (in thousands, except per share data)
Statement of Operations Data:         
Operating Revenues:         
Oil, gas and NGL production (1)
$452,917
 $251,215
 $178,328
 $204,537
 $464,137
Other operating revenues100
 1,624
 491
 3,355
 8,154
Total operating revenues453,017
 252,839
 178,819
 207,892
 472,291
Operating Expenses:         
Lease operating expense27,850
 24,223
 27,886
 42,753
 60,308
Gathering, transportation and processing expense4,644
 2,615
 2,365
 3,482
 35,437
Production tax expense36,762
 14,476
 10,638
 12,197
 31,333
Exploration expense70
 83
 83
 153
 453
Impairment, dry hole costs and abandonment expense719
 49,553
 4,249
 575,310
 46,881
(Gain) loss on sale of properties1,046
 (92) 1,078
 1,745
 100,407
Depreciation, depletion and amortization228,480
 159,964
 171,641
 205,275
 235,805
Unused commitments18,187
 18,231
 18,272
 19,099
 4,434
General and administrative expense (2)
45,130
 42,476
 42,169
 53,890
 53,361
Merger transaction expense7,991
 8,749
 
 
 
Other operating expenses, net1,273
 (1,514) (316) 
 
Total operating expenses372,152
 318,764
 278,065
 913,904
 568,419
Operating Income (Loss)80,865
 (65,925) (99,246) (706,012) (96,128)
Other Income and Expense:         
Interest and other income1,793
 1,359
 235
 565
 1,294
Interest expense(52,703) (57,710) (59,373) (65,305) (69,623)
Commodity derivative gain (loss)93,349
 (9,112) (20,720) 104,147
 197,447
Gain (loss) on extinguishment of debt(257) (8,239) 8,726
 1,749
 
Total other income (expense)42,182
 (73,702) (71,132) 41,156
 129,118
Income (Loss) before Income Taxes123,047
 (139,627) (170,378) (664,856) 32,990
(Provision for) Benefit from Income Taxes(1,827) 1,402
 
 177,085
 (17,909)
Net Income (Loss)$121,220
 $(138,225) $(170,378) $(487,771) $15,081
Net Income (Loss) per Common Share:         
Basic$0.64
 $(1.80) $(3.08) $(10.10) $0.31
Diluted$0.64
 $(1.80) $(3.08) $(10.10) $0.31
Weighted average common shares outstanding, basic188,299
 76,859
 55,384
 48,303
 48,011
Weighted average common shares outstanding, diluted189,241
 76,859
 55,384
 48,303
 48,436
hpr-20201231_g1.jpg

(1)The oil, gas and NGL production revenue decrease from 2014 to 2016 reflects the decrease in revenues due to divestitures and a decrease in commodity prices. In addition, oil, gas and NGL production revenues include the effects of cash flow hedging transactions for the year ended December 31, 2014. We discontinued hedge accounting effective January 1, 2012. All accumulated gains or losses related to the discontinued cash flow hedges were recorded in accumulated other comprehensive income ("AOCI") effective January 1, 2012 and remained in AOCI until the underlying transaction occurred. As the underlying transaction occurred, these gains or losses were reclassified from AOCI into oil and gas production revenues.
(2)Included in general and administrative expense is long-term cash and equity incentive compensation of $7.2 million, $8.3 million, $11.9 million, $10.8 million and $11.4 million for the years ended December 31, 2018, 2017, 2016, 2015 and 2014, respectively.


December 31,
2015
December 31,
2016
December 31,
2017
December 31,
2018
December 31,
2019
December 31,
2020
HPR$100 $178 $131 $63 $43 $
S&P SmallCap 600- Energy100 138 101 58 49 30 
S&P 500100 112 136 130 171 203 

 Year Ended December 31,
 2018 2017 2016 2015 2014
 (in thousands)
Selected Cash Flow and Other Financial Data:         
Net income (loss)$121,220
 $(138,225) $(170,378) $(487,771) $15,081
Depreciation, depletion, impairment and amortization228,480
 209,062
 171,824
 777,713
 275,988
Other non-cash items(126,385) 45,603
 124,552
 (83,760) (59,970)
Change in assets and liabilities8,126
 5,550
 (4,262) (12,504) 30,618
Net cash provided by operating activities$231,441
 $121,990
 $121,736
 $193,678
 $261,717
Capital expenditures (1)
$508,908
 $260,659
 $98,292
 $287,411
 $569,312

(1)Includes exploration, dry hole and abandonment costs, which are expensed under successful efforts accounting, of $0.8 million, $0.5 million, $4.1 million, $3.0 million and $7.2 million for the years ended December 31, 2018, 2017, 2016, 2015 and 2014, respectively. Also includes furniture, fixtures and equipment costs of $0.7 million, $1.0 million, $1.1 million, $1.3 million and $3.7 million for the years ended December 31, 2018, 2017, 2016, 2015 and 2014, respectively.

 As of December 31,
 2018 2017 2016 2015 2014
 (in thousands)
Balance Sheet Data:         
Cash and cash equivalents$32,774
 $314,466
 $275,841
 $128,836
 $165,904
Other current assets157,007
 53,197
 42,611
 145,481
 260,201
Oil and natural gas properties, net of accumulated depreciation, depletion, amortization and impairment2,020,873
 1,012,610
 1,055,049
 1,160,898
 1,730,172
Other property and equipment, net of depreciation8,650
 6,270
 7,100
 9,786
 13,715
Oil and natural gas properties held for sale, net of accumulated depreciation, depletion, amortization and impairment
 
 
 
 9,234
Other assets (1)
33,156
 4,163
 4,740
 61,519
 54,822
Total assets$2,252,460
 $1,390,706
 $1,385,341
 $1,506,520
 $2,234,048
Current liabilities$248,185
 $148,934
 $85,018
 $145,231
 $264,687
Long-term debt, net of debt issuance costs (1)
617,387
 617,744
 711,808
 794,652
 792,786
Other long-term liabilities174,790
 25,474
 16,972
 17,221
 147,087
Stockholders' equity1,212,098
 598,554
 571,543
 549,416
 1,029,488
Total liabilities and stockholders' equity$2,252,460
 $1,390,706
 $1,385,341
 $1,506,520
 $2,234,048

(1)We adopted ASU 2015-03 and ASU 2015-15 effective January 1, 2016, which required that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct reduction from the carrying amount of that debt liability and as a result, $8.7 million and $10.4 million of debt issuance costs related to our long-term debt were reclassified from deferred financing costs and other noncurrent assets to long-term debt in our consolidated balance sheet as of December 31, 2015 and 2014, respectively.

Item 7. Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations.


Introduction


The following discussion and analysis should be read in conjunction with the "Selected“Selected Historical Financial Data"Information” and the accompanying consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K. This section and other parts of this Annual Report on Form 10-K contain forward-looking statements that involve risks and

uncertainties. See the "Cautionary“Cautionary Note Regarding Forward-Looking Statements"Statements” at the beginning of this Annual Report on Form 10-K. Forward-looking statements are not guarantees of future performance and our actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include, but are not limited to, those discussed in "Items“Items 1 and 2. Business and Properties - Business - Operations - Environmental Matters and Regulation;" "Items” “Items 1 and 2. Business and Properties - Business - Operations - Other Regulation of the Oil and Gas Industry;" and "Item“Item 1A. Risk Factors"Factors” above, all of which are incorporated herein by reference. We assume no obligation to revise or update any forward-looking statements for any reason, except as required by law.


Overview


We develop oil and natural gas in the Rocky Mountain region of the United States. We seek to build stockholder value by delivering profitable growth in cash flow, reserves and production through the development of oil and natural gas assets. In order to deliver profitable growth, we allocate capital to our highest return assets, concentrate expenditures on exploiting our core assets, maintain capital discipline and optimize operations while upholding high-level standards for health, safety and the environment. Substantially all of our revenues are generated through the sale of oil and natural gas production and NGL recovery at market prices.


We are committed to developing and producing oil and natural gas in a responsible and safe manner. Our employees work diligently with regulatory agencies, as well as environmental, wildlife and community organizations, to ensure that exploration
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and development activities meet stakeholders'stakeholders’ expectations and regulatory requirements.

Future acquisitions or dispositions could have a material impact on our financial condition and results of operations by increasing or decreasing our reserves, production and revenues as well as expenses and future capital expenditures. We currently anticipate that we would finance any future acquisitions with available borrowings under our Amended Credit Facility, sales of properties, and/or the issuance of debt, equity or equity-linked securities. Our prior acquisitions and capital expenditures were financed with a combination of cash on hand, funding from the sale of our equity securities, our Amended Credit Facility, other debt financing and cash flows from operations.

As a result of acquisitions and dispositions of properties, our historical results of operations and period-to-period comparisons of these results and certain financial data may not be meaningful. In addition, past results are not necessarily indicative of future results.


The following table summarizes the estimated net proved reserves and related Standardized Measure for the years indicated. The Standardized Measure is not intended to represent the current market value of our estimated oil and natural gas reserves.


Year Ended December 31,
202020192018
Estimated net proved reserves (MMBoe)50.8 127.4 104.6 
Standardized measure (1) (in millions)
$326.8 $973.9 $1,276.0 
 Year Ended December 31,
 2018 2017 2016
Estimated net proved reserves (MMBoe)104.6
 85.8
 54.9
Standardized measure (1) (in millions)
$1,276.0
 $829.3
 $329.3


(1)December 31, 2018 reserves were based on average prices of $65.56 WTI per Bbl of oil, $3.10(1)December 31, 2020 reserves were based on average prices of $39.54 WTI per Bbl of oil, $1.99 Henry Hub per Mcf of natural gas and $32.71 per Bbl of NGLs. December 31, 2017 reserves were based on average prices of $51.34 WTI for oil, $2.98 Henry Hub for natural gas and $27.40 for NGLs. December 31, 2016 reserves were based on average prices of $42.75 WTI for oil, $2.48 Henry Hub for natural gas and $19.70 for NGLs.

Commodity prices are inherently volatile and are influenced by many factors outside of our control. As of February 21, 2019, we have hedged 6,736,184 barrels of oil and 3,275,000 MMbtu of natural gas or approximately 57%and a percentage of our expectedthe of the average oil price per Bbl of NGL. December 31, 2019 reserves were based on average prices of $55.85 WTI for oil, $2.58 Henry Hub for natural gas and a percentage of the of the average oil price per Bbl of NGL. December 31, 2018 reserves were based on average prices of $65.56 WTI for oil, $3.10 Henry Hub for natural gas and $32.71 for NGLs.

In early 2020, global health care systems and economies began to experience strain from the spread of COVID-19, a highly transmissible and pathogenic coronavirus (the “COVID-19 pandemic”). As the virus spread, global economic activity began to slow resulting in a decrease in demand for oil and natural gas. In response, OPEC+ initiated discussions to reduce production to support energy prices. With OPEC+ unable to agree on cuts, energy prices declined sharply during the first half of 2020. While prices partially recovered during the second half of 2020, uncertainties related to the demand for oil and 3,292,000 barrelsnatural gas remain as the COVID-19 pandemic continues to impact the world economy.

The impacts of oil for our 2020 production at price levels that provide some economic certainty to our cash flows. We focus our efforts on increasingsubstantially lower oil, natural gas and NGL reservesprices on our results of operations for the year ended December 31, 2020 were mostly mitigated by hedges in place on 91% of our oil production and 33% of our natural gas production. However, the economics of our existing wells and planned future development were adversely affected, which led to impairments of our proved and unproved oil and gas properties, reductions to our oil and gas reserve quantities and reductions to the borrowing capacity on our Credit Facility.

As of February 4, 2021, we have hedged 3,098,000 barrels and 365,000barrels of our expected 2021 and 2022 oil production, while controlling costsrespectively, and 7,590,000 MMbtu and 3,650,000 MMbtu of our expected 2021 and 2022 natural gas production, respectively. However, we may be unable to obtain additional hedges at favorable price levels in the near or foreseeable future. There is uncertainty around the timing of recovery of the global economy from COVID-19 and its effects on the supply and demand for oil, natural gas and NGLs. This uncertainty increases the volatility and amplitude of risks we face as described in “Item 1A. Risk Factors”. If energy prices do not improve, our capital availability, liquidity and profitability will continue to be adversely affected, particularly after our current hedges are realized in 2021.

We have financial covenants associated with our Credit Facility that are measured each quarter. As discussed in the “Going Concern” section in Note 2 of the notes to the consolidated financial statements, based on our forecasted cash flow analysis for the twelve month period subsequent to the date of this filing, it is probable we will breach a levelfinancial covenant under our Credit Facility in the third quarter of 2021. However, timing could change as a result of changes in our business and the overall economic environment. Violation of any covenant under the Credit Facility provides the lenders with the option to accelerate the maturity of the Credit Facility, which carries a balance of $140.0 million as of December 31, 2020. This would, in turn, result in cross-default under the indentures to our senior notes, accelerating the maturity of the senior notes, which have a principal balance outstanding of $625.0 million as of December 31, 2020. We do not have sufficient cash on hand or available liquidity that is appropriate for long-term operations. Our future earningscan be utilized to repay the outstanding debt in the event of default. These conditions and cash flows are dependent onevents raise substantial doubt about our ability to managecontinue as a going concern.

We operate in one industry segment, which is the development and production of crude oil, natural gas and NGLs, and all of our revenues and overall cost structure tooperations are conducted in the Rocky Mountain region of the United States. Consequently, we currently report a level that allows for profitable production.single reportable segment.


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Significant Business Developments


On March 19, 2018, we completed thePending Merger with FifthBonanza Creek Energy, Inc.

On November 9, 2020, we entered into a Merger Agreement with Bonanza Creek in which HighPoint’s debt will be restructured and HighPoint will merge with a wholly owned subsidiary of Bonanza Creek, with HighPoint continuing its existence as the surviving company following the merger and continuing as a wholly owned subsidiary of Bonanza Creek. The Merger was effected through the issuance of 100 million shares of our common stock, with a fair value of $484.0 million on the date of closing, and the repayment of $53.9

million of Fifth Creek debt. Assets acquired included approximately 81,000 net acres in Weld Countyis expected to close in the DJ Basin, substantially allfirst quarter of which are operated, and 62 producing standard-length lateral wells and 10 producing extended-reach lateral wells. In addition, we recorded net proved reserves2021 under the Exchange Offer or in the first or second quarter of 9.3 MMBoe,2021 under the Prepackaged Plan. HighPoint paid Bonanza Creek a transaction expense fee of which 4.7 MMBoe were proved developed reserves and 4.6 MMBoe were proved undeveloped reserves.

As a result of the closing of$6.0 million in cash in consideration upon signing the Merger on March 19, 2018, Fifth Creek's revenuesAgreement with Bonanza Creek. The Merger Agreement requires HighPoint to pay Bonanza Creek a termination fee of $15.0 million, less the $6.0 million transaction expense fee previously paid, if the agreement is terminated under certain circumstances as defined by the Merger Agreement. See “Items 1 and expenses are included in the Consolidated Statement of Operations beginning on March 19, 2018. See Note 42 Business and Properties - Business - Significant Business Developments” for additional information regarding the accounting for the Merger.information.



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Results of Operations


Year Ended December 31, 20182020 Compared with Year Ended December 31, 20172019


The following table sets forth selected operating data for the periods indicated:
 
 Year Ended December 31,Increase (Decrease)
20202019AmountPercent
($ in thousands, except per unit data)
Operating Results:
Operating Revenues:
Oil, gas and NGL production$249,192 $452,274 $(203,082)(45)%
Other operating revenues, net1,155 385 770 200 %
Total operating revenues$250,347 $452,659 $(202,312)(45)%
Operating Expenses:
Lease operating expense$32,548 $37,796 $(5,248)(14)%
Gathering, transportation and processing expense18,467 10,685 7,782 73 %
Production tax expense (1)
(630)23,541 (24,171)*nm
Exploration expense192 143 49 34 %
Impairment and abandonment expense1,285,085 9,642 1,275,443 *nm
Loss on sale of properties4,777 2,901 1,876 65 %
Depreciation, depletion and amortization148,995 321,276 (172,281)(54)%
Unused commitments18,807 17,706 1,101 %
General and administrative expense (2)
43,167 44,759 (1,592)(4)%
Merger transaction expense25,891 4,492 21,399 476 %
Other operating expenses (income), net(544)402 (946)*nm
Total operating expenses$1,576,755 $473,343 $1,103,412 233 %
Production Data:
Oil (MBbls)5,909 7,668 (1,759)(23)%
Natural gas (MMcf)16,428 16,614 (186)(1)%
NGLs (MBbls)2,352 2,101 251 12 %
Combined volumes (MBoe)10,999 12,538 (1,539)(12)%
Daily combined volumes (Boe/d)30,052 34,351 (4,299)(13)%
Average Realized Prices before Hedging:
Oil (per Bbl)$34.62 $52.86 $(18.24)(35)%
Natural gas (per Mcf)1.33 1.56 (0.23)(15)%
NGLs (per Bbl)9.69 10.00 (0.31)(3)%
Combined (per Boe)22.66 36.07 (13.41)(37)%
Average Realized Prices with Hedging:
Oil (per Bbl)$53.25 $54.39 $(1.14)(2)%
Natural gas (per Mcf)1.30 1.50 (0.20)(13)%
NGLs (per Bbl)9.69 10.00 (0.31)(3)%
Combined (per Boe)32.62 36.92 (4.30)(12)%
Average Costs (per Boe):
Lease operating expense$2.96 $3.01 $(0.05)(2)%
Gathering, transportation and processing expense1.68 0.85 0.83 98 %
Production tax expense (1)
(0.06)1.88 (1.94)*nm
Depreciation, depletion and amortization13.55 25.62 (12.07)(47)%
General and administrative expense (2)
3.92 3.57 0.35 10 %

*Not meaningful.
40

Table of Contents
 Year Ended December 31, Increase (Decrease)
2018 2017 Amount Percent
($ in thousands, except per unit data)
Operating Results:       
Operating Revenues       
Oil, gas and NGL production$452,917
 $251,215
 $201,702
 80 %
Other operating revenues100
 1,624
 (1,524) (94)%
Total operating revenues$453,017
 $252,839
 $200,178
 79 %
Operating Expenses       
Lease operating expense$27,850
 $24,223
 $3,627
 15 %
Gathering, transportation and processing expense4,644
 2,615
 2,029
 78 %
Production tax expense36,762
 14,476
 22,286
 154 %
Exploration expense70
 83
 (13) (16)%
Impairment, dry hole costs and abandonment expense719
 49,553
 (48,834) (99)%
(Gain) loss on sale of properties1,046
 (92) 1,138
 *nm
Depreciation, depletion and amortization228,480
 159,964
 68,516
 43 %
Unused commitments18,187
 18,231
 (44)  %
General and administrative expense (1)
45,130
 42,476
 2,654
 6 %
Merger transaction expense7,991
 8,749
 (758) (9)%
Other operating expenses, net1,273
 (1,514) 2,787
 *nm
Total operating expenses$372,152
 $318,764
 $53,388
 17 %
Production Data:       
Oil (MBbls)6,330
 4,203
 2,127
 51 %
Natural gas (MMcf)12,864
 8,952
 3,912
 44 %
NGLs (MBbls)1,697
 1,307
 390
 30 %
Combined volumes (MBoe)10,171
 7,002
 3,169
 45 %
Daily combined volumes (Boe/d)27,866
 19,184
 8,682
 45 %
Average Realized Prices before Hedging:       
Oil (per Bbl)$62.04
 $48.37
 $13.67
 28 %
Natural gas (per Mcf)1.75
 2.43
 (0.68) (28)%
NGLs (per Bbl)22.18
 20.01
 2.17
 11 %
Combined (per Boe)44.53
 35.88
 8.65
 24 %
Average Realized Prices with Hedging:       
Oil (per Bbl)$54.51
 $52.72
 $1.79
 3 %
Natural gas (per Mcf)1.76
 2.52
 (0.76) (30)%
NGLs (per Bbl)22.18
 20.01
 2.17
 11 %
Combined (per Boe)39.85
 38.60
 1.25
 3 %
Average Costs (per Boe):       
Lease operating expense$2.74
 $3.46
 $(0.72) (21)%
Gathering, transportation and processing expense0.46
 0.37
 0.09
 24 %
Production tax expense3.61
 2.07
 1.54
 74 %
Depreciation, depletion and amortization22.46
 22.85
 (0.39) (2)%
General and administrative expense (1)
4.44
 6.07
 (1.63) (27)%
(1)See explanation of negative production tax expense for the year ended December 31, 2020 under Production Tax Expense below.

*Not meaningful.

(1)Included in general and administrative expense is long-term cash and equity incentive compensation of $7.2 million (or $0.71 per Boe) and $8.3 million (or $1.18 per Boe) for the years ended December 31, 2018 and 2017, respectively.

(2)Included in general and administrative expense is long-term cash and equity incentive compensation of $3.5 million (or $0.32 per Boe) and $8.6 million (or $0.69 per Boe) for the years ended December 31, 2020 and 2019, respectively.

Production Revenues and Volumes. Production revenues increaseddecreased to $452.9$249.2 million for the year ended December 31, 20182020 from $251.2$452.3 million for the year ended December 31, 2017.2019. The increasedecrease in production revenues was due to a 45% increase in production volumes and a 24% increase37% decrease in the average realized prices per Boe before hedging. The increasehedging, as well as a 12% decrease in production volumes increasedvolumes. The decrease in average realized prices per Boe before hedging decreased production revenues by approximately $141.1$168.2 million, while the increasedecrease in average prices increasedproduction volumes decreased production revenues by approximately $60.6$34.9 million.


Total production volumes of 10.211.0 MMBoe for the year ended December 31, 2018 increased2020 decreased from 7.012.5 MMBoe for the year ended December 31, 2017 primarily due to a 63% increase in the DJ Basin2019 as a result of new wells placed into production, along with wells acquiredreducing our planned development in the Merger, offset by the sale of our remaining assets2020 as well as deferring drilling and completion activity starting in the Uinta Oil Program in December 2017. Additional information concerning production is in the following table:May 2020.


 Year Ended December 31, 2018 Year Ended December 31, 2017 % Increase (Decrease)
 OilNGL
Natural
Gas
Total OilNGL
Natural
Gas
Total OilNGL
Natural
Gas
Total
 (MBbls)(MBbls)(MMcf)(MBoe) (MBbls)(MBbls)(MMcf)(MBoe) (MBbls)(MBbls)(MMcf)(MBoe)
DJ Basin6,330
1,697
12,864
10,171
 3,509
1,294
8,592
6,235
 80%31%50%63%
Other (1)




 694
13
360
767
 *nm
*nm
*nm
*nm
Total6,330
1,697
12,864
10,171
 4,203
1,307
8,952
7,002
 51%30%44%45%
*Not meaningful.
(1)Other includes 689 Mbbls of oil, 12 MBbls of NGLs and 348 MMcf of natural gas production in the Uinta Oil Program for the year ended December 31, 2017.

Lease Operating Expense ("LOE"(“LOE”). LOE decreased to $2.74$2.96 per Boe for the year ended December 31, 20182020 from $3.46$3.01 per Boe for the year ended December 31, 2017.2019. The decrease per Boe for the year ended December 31, 20182020 compared with the year ended December 31, 20172019 is primarily related to operational efficiencies and a decrease in our legacy DJ Basin assets and the sale of our remaining assetsservice industry costs due to a downturn in the Uinta Oil Program in December 2017, which had relatively high LOE costs on a per Boe basis.industry.


Gathering, Transportation and Processing ("GTP"(“GTP”) Expense. GTP expense increased to $0.46$1.68 per Boe for the year ended December 31, 20182020 from $0.37$0.85 per Boe for the year ended December 31, 2017.2019.


Costs incurred to gather, transport and/or process our oil, gas and NGLs prior to the transfer of control to the customer are included in GTP expense. Costs incurred to gather, transport and/or process our oil, gas and NGLs after control has transferred to the customer are considered components of the consideration received from the customer and thus recorded in oil, gas and NGL production revenues. In general, based on specific contract arrangements, costs incurred associated with gas and NGLs in the Hereford Field in the DJ Basin, which was acquired in the Merger, are included in GTP expense and costs incurred associated with gas and NGLs in the Northeast Wattenberg Field are primarily included in the DJ Basinproduction revenues. Costs incurred associated with oil are included in production revenues.revenues for both areas. See the "Revenue Recognition"Recognition” section in Note 2 of the notes to the consolidated financial statements for additional information.


The increase in GTP expenseper Boe for the year ended December 31, 20182020 compared to $0.46 per Boe is primarily associated with the Hereford Field. We expect GTP expense per Boe2019 was due to an increase in the future as we further develop and increase our production mix from the Hereford Field underassociated with an unfavorable contract assumed in the existing contractual arrangements.2018 Merger. The unfavorable contract amortization reduced GTP in 2019, but was fully amortized by the end of 2019 resulting in unfavorable contract pricing throughout 2020.


Production Tax Expense. Total production taxes increaseddecreased to $36.8negative $0.6 million for the year ended December 31, 20182020 from $14.5$23.5 million for the year ended December 31, 2017. The increase is attributable to the 45% increase in production and the 24% increase in average realized prices before hedging.2019. Production taxes are primarily based on the wellhead values of production, which exclude gains and losses associated with hedging activities. We expectProduction tax expense for both periods included an annual true up of Colorado ad valorem and severance tax based on actual assessments. Production taxes for the year ended December 31, 2020 also included a reduction of $5.4 million due to a change in estimate associated with our 2019 Colorado ad valorem tax that is due in 2021 and Colorado severance tax refunds of $1.8 million based on an audit of tax years 2015 to 2017. Excluding the ad valorem adjustments and the severance tax refunds associated with tax years 2015 to 2017, production taxes as a percentage of oil, natural gas and NGL sales to be approximately 8.0% in 2019.

Impairment, Dry Hole Costsbefore hedging adjustments were 6.5% and Abandonment Expense. Our impairment, dry hole costs and abandonment expense6.3% for the years ended December 31, 20182020 and 2017 is summarized below:2019, respectively.



 Year Ended December 31,
 2018 2017
 (in thousands)
Impairment of proved oil and gas properties (1)
$
 $37,945
Impairment of unproved oil and gas properties (2)

 11,153
Dry hole costs
 
Abandonment expense719
 455
Total impairment, dry hole costs and abandonment expense$719
 $49,553

(1)We recognized a non-cash impairment charge associated with our Uinta Oil Program proved properties during the year ended December 31, 2017. The properties were sold on December 29, 2017.
(2)As a result of having no future plansImpairment and Abandonment Expense. Market conditions led to develop certain acreage and/or estimated market values below carrying value, we recognized non-cash impairment charges of $9.1 million associated with certain unproved properties in the Cottonwood Gulch area of the Piceance Basin and $2.1 million associated with certain non-core unproved properties in the DJ Basin during the year ended December 31, 2017.

We review our oil and natural gas properties for impairment on a quarterly basis or whenever events and circumstances indicate that a decline in the recoverability of their carrying value may have occurred. Whenever we conclude the carrying value may not be recoverable, we estimate the expected undiscounted future net cash flows of our oil and gas properties using proved and risked probable and possible reserves based on our development plans and best estimate of future production, commodity pricing, reserve risking, gathering and transportation deductions, production tax rates, lease operating expenses and future development costs. We compare such undiscounted future net cash flows toduring the quarter ended March 31, 2020. Since the carrying amount of theour oil and gas properties to determine if the carrying amount is recoverable. If the undiscounted future net cash flows exceed the carrying amount of the oil and gas properties,was no impairment is taken. If the carrying amount of a property exceeds the undiscounted future net cash flows,longer recoverable, we will impairimpaired the carrying value to fair value based on an analysisvalue. Therefore, we recognized non-cash impairment charges of quantitative and qualitative factors existing as of the balance sheet date. The factors used to determine fair value may include, but are not limited to, recent sales prices of comparable properties, indications from marketing activities, the present value of future revenues, net of estimated operating and development costs using estimates of reserves, future commodity pricing, future production estimates, anticipated capital expenditures and various discount rates commensurate with the risk and current market conditions$1.2 billion associated with realizing the projected cash flows.

Unprovedproved oil and gas properties are assessed periodicallyand $76.3 million associated with unproved oil and gas properties. In addition, as the result of our continuous review of our acreage position and future drilling plans, we recognized non-cash impairment related to our unproved oil and gas properties in the amount of $17.9 million during 2020 associated with certain leases in which the economics may not support renewal or extending at current contracted values. Our impairment and abandonment expense for impairment based on remaining lease terms, drilling results, reservoir performance, commodity price outlooks, future plans to develop acreage, recent sales pricesthe year ended December 31, 2020 and 2019 is summarized below:

41

Table of comparable properties and other relevant matters. We generally expect impairments of unproved properties to be more likely to occur in periods of low commodity prices because we will be less likely to devote capital to exploration activities.Contents

Year Ended December 31,
20202019
(in thousands)
Impairment of proved oil and gas properties$1,188,566 $— 
Impairment of unproved oil and gas properties94,209 3,854 
Abandonment expense2,310 5,788 
Total impairment and abandonment expense$1,285,085 $9,642 
Given current and projected future commodity prices, we
We will continue to review our acreage position and future drilling plans. In addition, we willplans as well as assess the carrying value of our properties relative to their estimated future net cash flows. Estimated future net cash flows from our properties are based on our aggregate best estimates of future production,fair values. Lower sustained commodity pricing, gathering and transportation deducts, production tax rates, lease operating expenses and future development costs as of the balance sheet date.

Our current recoverability test on our existing proved oil and gas properties as of December 31, 2018 usesprices or additional commodity pricing based on a combination of assumptions, which are closely aligned with the assumptions management uses in its budgeting and forecasting process, including adjustments for geographical location and quality differentials as well as other factors that management believes will impact realized prices. The declineprice declines may lead to additional property impairment in future oil prices as of December 31, 2018 relative to prices as of December 31, 2017 has decreased our net undiscounted cash flows used in our recoverability test. If the recoverability test calculated with proved reserves would result in the carrying value exceeding future estimated net cash flows, we would complete the recoverability test with risked probable and possible reserves to determine the appropriate undiscounted net cash flows for the DJ Basin. If impairment is necessary, we would reduce the carrying value to fair value using proved reserves and risked probable and possible reserves. If future commodity prices assumed in the recoverability test are not realized, we could incur a significant impairment charge related to our oil and gas properties.periods.


Depreciation, Depletion and Amortization ("(“DD&A"&A”). DD&A increaseddecreased to $228.5$149.0 million for the year ended December 31, 20182020 compared with $160.0$321.3 million for the year ended December 31, 2017.2019. The increasedecrease of $68.5$172.3 million was the result of a 45% increase in production, offset by a 2%47% decrease in the DD&A rate and a 12% decrease in production for the year ended December 31, 2018

2020 compared with the year ended December 31, 2017.2019. The increase in production accounted for a $72.4 million increase in DD&A expense, while the decrease in the DD&A rate accounted for a $132.9 million decrease of $3.9 million in DD&A expense while the decrease in production accounted for a $39.4 million decrease in DD&A expense.


Under successful efforts accounting, depletion expense is calculated using the units-of-production method on a field-by-fieldthe basis of some reasonable aggregation of properties with a common geological structure using the unit-of-production method.structural feature or stratigraphic condition, such as a reservoir or field. The capital expenditures for proved properties for each field compared to the proved reserves corresponding to each producing field determine a depletion rate for current production. For the year ended December 31, 2018,2020, the relationship of historical capital expenditures, proved reserves and production from certain producing fields yielded a depletion rate of $22.46$13.55 per Boe compared with $22.85$25.62 per Boe for the year ended December 31, 2017. We expect DD&A per Boe to increase2019. The decrease in the future asdepletion rate of 47% was a result of moving Merger-related purchase price allocated costs from unevaluated oil and gas properties torecognizing a $1.2 billion impairment associated with our proved oil and gas properties as we further developduring the Hereford Field.quarter ended March 31, 2020.


Unused Commitments. Unused commitments expense of $18.8 million and $17.7 million for each of the years ended December 31, 20182020 and December 31, 2017 consisted of $18.2 million2019, respectively, primarily related to gas transportation contracts. During March 2010, we entered into two firm natural gas pipeline transportation contracts to provide a guaranteed outlet for production from the West Tavaputs area of the Uinta Basin and the Gibson Gulch area of the Piceance Basin. These transportation contracts were not included in the sales of these assets in December 2013 and September 2014, respectively. Both firm transportation contracts require the pipeline to provide transportation capacity and require us to pay monthly transportation charges regardless of the amount of pipeline capacity utilized. The agreements expire July 31, 2021.


General and Administrative Expense. General and administrative expense increaseddecreased to $45.1$43.2 million for the year ended December 31, 20182020 from $42.5$44.8 million for the year ended December 31, 2017, primarily2019. General and administrative expense on a per Boe basis increased to $3.92 for the year ended December 31, 2020 from $3.57 for the year ended December 31, 2019. The decrease in general and administrative expense for the year ended December 31, 2020 was due to a decrease in long-term cash and equity incentive compensation discussed below, partially offset by an increase in employee compensationlegal and benefitsadvisory fees associated with an increasestrategic plans that were contemplated, but not completed. Legal and advisory fees that resulted in headcount.the Merger Agreement discussed in Note 1 of the notes to the consolidated financial statements were recognized in merger transaction expense discussed below.


Included in general and administrative expense is long-term cash and equity incentive compensation of $7.2$3.5 million and $8.3$8.6 million for the years ended December 31, 20182020 and 2017,2019, respectively. The decrease for the year ended December 31, 2020 was primarily due to a reduction in overall equity awards granted during the year ended December 31, 2020. In addition, we cancelled all performance cash units during the year ended December 31, 2020. The components of long-term cash and equity incentive compensation for each of the years ended December 31, 20182020 and 20172019 are shown in the following table:


42

Table of Contents
Year Ended December 31, Year Ended December 31,
2018 2017 20202019
(in thousands) (in thousands)
Nonvested common stock$6,036
 $6,410
Nonvested common stock$4,106 $6,601 
Nonvested common stock units1,138
 690
Nonvested common stock units543 1,177 
Nonvested performance cash units (1)
52
 1,189
Nonvested performance cash units (1)
(1,162)844 
Total$7,226
 $8,289
Total$3,487 $8,622 

(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.


(1)The nonvested performance cash units are accounted for as liability awards. The expense for the period will increase or decrease based on updated fair values of these awards at each reporting date. As of December 31, 2020, all nonvested performance cash units were cancelled resulting in a reversal of expense and liability balances.

Merger Transaction Expense. Merger transaction expense was $8.0$25.9 million and $8.7$4.5 million for the years ended December 31, 20182020 and December 31, 2017,2019, respectively. We entered into the Merger Agreement on December 4, 2017 and closed on March 19, 2018. Transaction expenses included severance, consulting, advisory, legal and other merger-related fees that were not capitalized as partassociated with the Merger Agreement for the year December 31, 2020 and the 2018 Merger for the year ended December 31, 2019. See Note 4 of the Merger.notes to the consolidated financial statements for additional information.

Commodity Derivative Gain (Loss). Commodity derivative gain (loss) was a gain of $93.3$124.9 million for the year ended December 31, 20182020 compared towith a loss of $9.1$99.0 million for the year ended December 31, 2017.2019. The increase for the year ended December 31, 2018 from the year ended December 31, 2017gain or loss on commodity derivatives is related to fluctuations of oil and natural gas future pricing compared to actual pricing of commodity hedges in place as of December 31, 20182020 and December 31, 2017.2019 or during the periods then ended.


The fair value of our open but not yet settled derivative contracts is based on an income approach using various assumptions, such as quoted forward prices for commodities, risk-free discount rates, volatility factors and time value factors. The mark-to-market fair value of the open commodity derivative contracts will generally be inversely related to the price movement of the underlying commodity. If commodity price trends reverse from period to period, prior unrealized gains may become unrealized losses and vice versa. Higher underlying commodity price volatility will generally lead to higher volatility in our unrealized gains and losses and, by association, the fair value of our commodity derivative contracts. These unrealized gains and losses will impact our net income in the period reported. The mark-to-market fair value can create non-cash volatility in our reported earnings during periods of commodity price volatility. We have experienced such volatility indue to the

past COVID-19 pandemic and are likely to experience it in the future. Gains on our derivatives generally indicate lower wellhead revenues in the future while losses indicate higher future wellhead revenues.


The table below summarizes our commodity derivative gains and losses that were recognized in the periods presented:


 Year Ended December 31,
 20202019
(in thousands)
Realized gain (loss) on derivatives (1)
$109,583 $10,667 
Prior year unrealized (gain) loss transferred to realized (gain) loss (1)
495 (81,166)
Unrealized gain (loss) on derivatives (1)
14,847 (28,454)
Total commodity derivative gain (loss)$124,925 $(98,953)
 Year Ended December 31,
 2018 2017
 (in thousands)
Realized gain (loss) on derivatives (1)
$(47,587) $19,099
Prior year unrealized (gain) loss transferred to realized (gain) loss (1)
20,940
 (4,053)
Unrealized gain (loss) on derivatives (1)
119,996
 (24,158)
Total commodity derivative gain (loss)$93,349
 $(9,112)


(1)Realized and unrealized gains and losses on commodity derivatives are presented herein as separate line items but are combined for a total commodity derivative gain (loss) in the 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.
(1)Realized and unrealized gains and losses on commodity derivatives are presented herein as separate line items but are combined for a total commodity derivative gain (loss) in the 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.


In 2018,2020, approximately 73%91% of our oil volumes and 14%33% of our natural gas volumes were subject to financial hedges, which resulted in decreasesan increase in oil income of $47.7$110.1 million and increasesa decrease in natural gas income of $0.1$0.5 million after settlements. In 2017,2019, approximately 62%88% of our oil volumes and 39%19% of our natural gas volumes were covered by financial hedges, which resulted in increasesan increase in oil revenuesincome of $18.3$11.7 million and a decrease natural gas revenuesincome of $0.8$1.0 million after settlements.


43

Table of Contents
Income Tax (Expense) Benefit. For the year ended December 31, 2018,2020, as a result of the $1.3 billion impairment, we have determined that it iswas not more likely than not that we willwould be able to realize existing deferred tax assets. This determination was made by considering all available evidence in assessing the need for a valuation allowance. Such evidence included the scheduled reversal of deferred tax liabilities and current and projected future taxable income and tax planning strategies. In making this assessment, judgment is required in considering the relative weight of negative and positive evidence. As a result of the analysis conducted, we recorded an income tax benefit of $95.9 million. A $1.6 million deferred tax liability has been recorded for projected taxable income in future periods in which only 80% of taxable income can be offset by net operating losses.

For the year ended December 31, 2019, we determined it was more likely than not that we would be able to realize a portion of our deferred tax assets. This determination was made by considering all available evidence in assessing the need for a valuation allowance. Such evidence included the scheduled reversal of deferred tax liabilities, assets acquired in connection with the 2018 Merger and their classification as proved or unproved, current and projected future taxable income and tax planning strategies. In making this assessment, judgment is required in considering the relative weight

Year Ended December 31, 2019 Compared with Year Ended December 31, 2018

A discussion of negative and positive evidence. As a resultour results of the analysis conducted, we have reversed the majority of the valuation allowance on certain deferred tax assets and recorded income tax expense of $1.8 millionoperations for the year ended December 31, 2018.

For the year ended2019 compared with December 31, 2017, we recorded a full valuation allowance against our deferred tax assets with the exception of certain provisions of the TCJA allowing us to eliminate the valuation allowance related to refundable alternative minimum tax ("AMT") credits, resulting in an income tax benefit of $1.4 million. Per the provisions of the TCJA, we are anticipating receiving 50% of the AMT credit upon filing the 2018 tax return. The remaining income tax receivable willcan be refunded in future periods. We continue to monitor facts and circumstancesfound in the reassessment“Management’s Discussion and Analysis of the likelihood that NOL carryforwards, creditsFinancial Condition and other deferred tax assets will be utilized prior to their expiration. In 2018 and 2017, our effective tax rate differs from the federal statutory rate as a result of recording the impacts of the Section 382 change of ownership, state income taxes, the change in our valuation allowance and permanent differences related to non-deductible Merger costs, officer and stock-based compensation expense and lobbying expense.

Results of Operations

Year Ended December 31, 2017 Compared with Year Ended December 31, 2016

The following table sets forth selected operating data for the periods indicated:
 Year Ended December 31, Increase (Decrease)
2017 2016 Amount Percent
($ in thousands, except per unit data)
Operating Results:       
Operating Revenues       
Oil, gas and NGL production$251,215
 $178,328
 $72,887
 41 %
Other operating revenues1,624
 491
 1,133
 231 %
Total operating revenues$252,839
 $178,819
 $74,020
 41 %
Operating Expenses       
Lease operating expense$24,223
 $27,886
 $(3,663) (13)%
Gathering, transportation and processing expense2,615
 2,365
 250
 11 %
Production tax expense14,476
 10,638
 3,838
 36 %
Exploration expense83
 83
 
  %
Impairment, dry hole costs and abandonment expense49,553
 4,249
 45,304
 *nm
(Gain) loss on sale of properties(92) 1,078
 (1,170) *nm
Depreciation, depletion and amortization159,964
 171,641
 (11,677) (7)%
Unused commitments18,231
 18,272
 (41)  %
General and administrative expense (1)
42,476
 42,169
 307
 1 %
Merger transaction expense8,749
 
 8,749
 *nm
Other operating expenses, net(1,514) (316) (1,198) *nm
Total operating expenses$318,764
 $278,065
 $40,699
 15 %
Production Data:       
Oil (MBbls)4,203
 3,885
 318
 8 %
Natural gas (MMcf)8,952
 7,170
 1,782
 25 %
NGLs (MBbls)1,307
 1,010
 297
 29 %
Combined volumes (MBoe)7,002
 6,090
 912
 15 %
Daily combined volumes (Boe/d)19,184
 16,639
 2,545
 15 %
Average Realized Prices before Hedging:       
Oil (per Bbl)$48.37
 $38.83
 $9.54
 25 %
Natural gas (per Mcf)2.43
 1.98
 0.45
 23 %
NGLs (per Bbl)20.01
 13.15
 6.86
 52 %
Combined (per Boe)35.88
 29.28
 6.60
 23 %
Average Realized Prices with Hedging:       
Oil (per Bbl)$52.72
 $62.56
 $(9.84) (16)%
Natural gas (per Mcf)2.52
 2.46
 0.06
 2 %
NGLs (per Bbl)20.01
 13.15
 6.86
 52 %
Combined (per Boe)38.60
 44.98
 (6.38) (14)%
Average Costs (per Boe):       
Lease operating expense$3.46
 $4.58
 $(1.12) (24)%
Gathering, transportation and processing expense0.37
 0.39
 (0.02) (5)%
Production tax expense2.07
 1.75
 0.32
 18 %
Depreciation, depletion and amortization22.85
 28.18
 (5.33) (19)%
General and administrative expense (1)
6.07
 6.92
 (0.85) (12)%

*Not meaningful.

(1)Included in general and administrative expense is long-term cash and equity incentive compensation of $8.3 million (or $1.18 per Boe) and $11.9 million (or $1.96 per Boe) for the years ended December 31, 2017 and 2016, respectively.

Production Revenues and Volumes. Production revenues increased to $251.2 millionOperations” section of our Annual Report on Form 10-K for the year ended December 31, 2017 from $178.3 million for the year ended December 31, 2016. The increase in production revenues was due to a 23% increase in the average realized prices per Boe before hedging and a 15% increase in production volumes. The increase in average prices increased production revenues by approximately $40.2 million, while the increase in production volumes increased production revenues by approximately $32.7 million.2019.


Total production volumes of 7.0 MMBoe for the year ended December 31, 2017 increased from 6.1 MMBoe for the year ended December 31, 2016 primarily due to a 23% increase in the DJ Basin as a result of new wells placed into production, offset by a 26% decrease in production from the Uinta Oil Program primarily due to the sale of certain non-core Uinta Oil Program assets during July 2016. Additional information concerning production is in the following table:

 Year Ended December 31, 2017 Year Ended December 31, 2016 % Increase (Decrease)
 OilNGL
Natural
Gas
Total OilNGL
Natural
Gas
Total OilNGL
Natural
Gas
Total
 (MBbls)(MBbls)(MMcf)(MBoe) (MBbls)(MBbls)(MMcf)(MBoe) (MBbls)(MBbls)(MMcf)(MBoe)
DJ Basin3,509
1,294
8,592
6,235
 3,050
966
6,228
5,054
 15 %34 %38 %23 %
Uinta Oil Program689
12
348
759
 830
42
900
1,022
 (17)%(71)%(61)%(26)%
Other5
1
12
8
 5
2
42
14
 *nm
*nm
*nm
*nm
Total4,203
1,307
8,952
7,002
 3,885
1,010
7,170
6,090
 8 %29 %25 %15 %

*Not meaningful.

Lease Operating Expense. LOE decreased to $3.46 per Boe for the year ended December 31, 2017 from $4.58 per Boe for the year ended December 31, 2016. The decrease per Boe for the year ended December 31, 2017 compared with the year ended December 31, 2016 is primarily related to operational efficiencies and sales of certain non-core assets in the Uinta Oil Program during July 2016, which had relatively high LOE costs on a per Boe basis.

Production Tax Expense. Total production taxes increased to $14.5 million for the year ended December 31, 2017 from $10.6 million for the year ended December 31, 2016. The increase is attributable to the 23% increase in average realized prices before hedging and the 15% increase in production. Production taxes are primarily based on the wellhead values of production, which exclude gains and losses associated with hedging activities. We expect production taxes as a percentage of oil, natural gas and NGL sales to be approximately 7.5% in 2018.

Impairment, Dry Hole Costs and Abandonment Expense. Our impairment, dry hole costs and abandonment expense for the years ended December 31, 2017 and 2016 is summarized below:

 Year Ended December 31,
 2017 2016
 (in thousands)
Impairment of proved oil and gas properties (1)
$37,945
 $
Impairment of unproved oil and gas properties (2)
11,153
 183
Dry hole costs
 97
Abandonment expense455
 3,969
Total impairment, dry hole costs and abandonment expense$49,553
 $4,249

(1)We recognized a non-cash impairment charge associated with our Uinta Oil Program proved properties during the year ended December 31, 2017. The properties were sold on December 29, 2017.
(2)As a result of having no future plans to develop certain acreage and/or estimated market values below carrying value, we recognized non-cash impairment charges of $9.1 million associated with certain unproved properties in the Cottonwood Gulch area of the Piceance Basin and $2.1 million associated with certain non-core unproved properties in the DJ Basin during the year ended December 31, 2017.

We review our oil and natural gas properties for impairment on a quarterly basis or whenever events and circumstances indicate that a decline in the recoverability of their carrying value may have occurred. Whenever we conclude the carrying value may not be recoverable, we estimate the expected undiscounted future net cash flows of our oil and gas properties using proved and risked probable and possible reserves based on our development plans and best estimate of future production, commodity pricing, reserve risking, gathering and transportation deductions, production tax rates, lease operating expenses and future development costs. We compare such undiscounted future net cash flows to the carrying amount of the oil and gas properties to determine if the carrying amount is recoverable. If the undiscounted future net cash flows exceed the carrying amount of the oil and gas properties, no impairment is taken. If the carrying amount of a property exceeds the undiscounted future net cash flows, we will impair the carrying value to fair value based on an analysis of quantitative and qualitative factors existing as of the balance sheet date. We do not believe that the undiscounted future net cash flows of our oil and gas properties represent the applicable market value. The factors used to determine fair value may include, but are not limited to, recent sales prices of comparable properties, indications from marketing activities, the present value of future revenues, net of estimated operating and development costs using estimates of reserves, future commodity pricing, future production estimates, anticipated capital expenditures and various discount rates commensurate with the risk and current market conditions associated with realizing the projected cash flows.

Oil and gas properties are assessed for impairment once they meet the criteria to be classified as held for sale. Assets held for sale are carried at the lower of carrying cost or fair value less costs to sell. The fair value of the assets is determined using a market approach, based on an estimated selling price, as evidenced by current marketing activities, if possible. If an estimated selling price is not available, we utilize the income valuation technique, which involves calculating the present value of future net cash flows, as discussed above. If the carrying amount of the assets exceeds the fair value less costs to sell, an impairment will result to reduce the value of the properties down to fair value less costs to sell. The estimated fair value of assets held for sale may be materially different from sales proceeds that we eventually realize due to a number of factors including but not limited to the differences in expected future commodity pricing, location and quality differentials, our relative desire to dispose of such properties based on facts and circumstances impacting our business at the time we agree to sell, such as our position in the field subsequent to the sale and plans for future acquisitions or development in core areas.

Unproved oil and gas properties are assessed periodically for impairment based on remaining lease terms, drilling results, reservoir performance, commodity price outlooks, future plans to develop acreage, recent sales prices of comparable properties and other relevant matters. We generally expect impairments of unproved properties to be more likely to occur in periods of low commodity prices because we will be less likely to devote capital to exploration activities.

Given current and projected future commodity prices, we will continue to review our acreage position and future drilling plans. In addition, we will assess the carrying value of our properties relative to their estimated future net cash flows. Estimated future net cash flows from our properties are based on our aggregate best estimates of future production, commodity pricing, gathering and transportation deducts, production tax rates, lease operating expenses and future development costs as of the balance sheet date.

Depreciation, Depletion and Amortization. DD&A decreased to $160.0 million for the year ended December 31, 2017 compared with $171.6 million for the year ended December 31, 2016. The decrease of $11.7 million was the result of a 19% decrease in the DD&A rate, offset by a 15% increase in production for the year ended December 31, 2017 compared with the year ended December 31, 2016. The decrease in the DD&A rate accounted for a decrease of $36.9 million in DD&A expense, while the increase in production accounted for a $25.3 million increase in DD&A expense.

Under successful efforts accounting, depletion expense is calculated on a field-by-field basis with a common geological structure using the unit-of-production method. The capital expenditures for proved properties for each field compared to the proved reserves corresponding to each producing field determine a depletion rate for current production. For the year ended December 31, 2017, the relationship of capital expenditures, proved reserves and production from certain producing fields yielded a depletion rate of $22.85 per Boe compared with $28.18 per Boe for the year ended December 31, 2016.

Unused Commitments. Unused commitments were $18.2 million for the year ended December 31, 2017 compared to $18.3 million for the year ended December 31, 2016. During March 2010, we entered into two firm natural gas pipeline transportation contracts to provide a guaranteed outlet for production from the West Tavaputs area of the Uinta Basin and the Gibson Gulch area of the Piceance Basin. These transportation contracts were not included in the sales of these assets in December 2013 and September 2014, respectively. Both firm transportation contracts require the pipeline to provide transportation capacity and require us to pay monthly transportation charges regardless of the amount of pipeline capacity utilized. These transportation contracts expire July 31, 2021.


General and Administrative Expense. General and administrative expense increased to $42.5 million for the year ended December 31, 2017 from $42.2 million for the year ended December 31, 2016 primarily due to an increase in variable employee compensation related to performance, legal and professional services fees, offset by a decrease in long-term cash and equity compensation discussed below.

Included in general and administrative expense is long-term cash and equity incentive compensation of $8.3 million and $11.9 million for the years ended December 31, 2017 and 2016, respectively. The components of long-term cash and equity incentive compensation for each of the years ended December 31, 2017 and 2016 are shown in the following table:

 Year Ended December 31,
 2017 2016
 (in thousands)
Nonvested common stock$6,410
 $8,573
Nonvested common stock units690
 883
Nonvested performance cash units (1)
1,189
 2,485
Total$8,289
 $11,941

(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.

Merger Transaction Expense. Merger transaction expense was $8.7 million for the year ended December 31, 2017. We entered into the Merger Agreement on December 4, 2017 and closed on March 19, 2018. Transaction expenses included advisory, banking, legal, and accounting fees that had been incurred as of December 31, 2017 and will not be capitalized as part of the Merger.
Interest Expense. Interest expense decreased to $57.7 million for the year ended December 31, 2017 from $59.4 million for the year ended December 31, 2016. The decrease for the year ended December 31, 2017 was primarily due to a decrease in the outstanding debt balance due to debt exchanged for common stock in June 2016 and the redemption of our remaining 7.625% Senior Notes and 5.0% Convertible Notes in May 2017, offset by the issuance of our 8.75% Senior Notes in April 2017. See Note 5 for additional information. Our weighted average interest rate for the year ended December 31, 2017 was 8.1% compared with 7.9% for the year ended December 31, 2016.

Commodity Derivative Gain (Loss). Commodity derivative gain (loss) was a loss of $9.1 million for the year ended December 31, 2017 compared to a loss of $20.7 million for the year ended December 31, 2016. The decreased loss for the year ended December 31, 2017 from the year ended December 31, 2016 is related to fluctuations of oil and natural gas future pricing compared to actual pricing of commodity hedges in place as of December 31, 2017 and December 31, 2016.

The table below summarizes our commodity derivative gains and losses that were recognized in the periods presented:

 Year Ended December 31,
 2017 2016
 (in thousands)
Realized gain (loss) on derivatives$19,099
 $95,598
Prior year unrealized (gain) loss transferred to realized (gain) loss(4,053) (99,809)
Unrealized gain (loss) on derivatives(24,158) (16,509)
Total commodity derivative gain (loss)$(9,112) $(20,720)

In 2017, approximately 62% of our oil volumes and 39% of our natural gas volumes were covered by financial hedges, which resulted in increases in oil revenues of $18.3 million and natural gas revenues of $0.8 million after settlements for all commodity derivatives. In 2016, approximately 71% of our oil volumes and 24% of our natural gas volumes were covered by financial hedges, which resulted in increases in oil revenues of $92.2 million and natural gas revenues of $3.4 million after settlements for all commodity derivatives.


Income Tax (Expense) Benefit. For the year ended December 31, 2017, we continued to record a valuation allowance against our deferred tax assets, which would ordinarily reduce the effective tax to zero. However, the TCJA allowed us to eliminate the valuation allowance related to the alternative minimum tax credits, resulting in an income tax benefit of $1.4 million. For the year ended December 31, 2016, we recorded a full valuation allowance against our deferred tax assets, reducing our effective tax rate to zero. In regard to the valuation allowance recorded against our deferred tax asset balance, we considered all available evidence in assessing the need for a valuation allowance. Such evidence included the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies. In making this assessment, judgment is required in considering the relative weight of negative and positive evidence. We continue to monitor facts and circumstances in the reassessment of the likelihood that operating loss carryforwards, credits and other deferred tax assets will be utilized prior to their expiration. Additionally, for both the 2017 and 2016 periods, our effective tax rate differs from the federal statutory rate as a result of recording permanent differences for stock-based compensation expense, lobbying and political contributions, officer compensation and the effect of state income taxes.

Capital Resources and Liquidity


Current Financial Condition and Liquidity

We have financial covenants associated with our Credit Facility that are measured each quarter. As discussed in the “Going Concern” section in Note 2 of the notes to the consolidated financial statements, based on our forecasted cash flow analysis for the twelve month period subsequent to the date of this filing, it is probable we will breach a financial covenant under our Credit Facility in the third quarter of 2021. However, timing could change as a result of changes in our business and the overall economic environment. Violation of any covenant under the Credit Facility provides the lenders with the option to accelerate the maturity of the Credit Facility, which carries a balance of $140.0 million as of December 31, 2020. This would, in turn, result in cross-default under the indentures to our senior notes, accelerating the maturity of the senior notes, which have a principal balance outstanding of $625.0 million as of December 31, 2020. We do not have sufficient cash on hand or available liquidity that can be utilized to repay the outstanding debt in the event of default. These conditions and events raise substantial doubt about our ability to continue as a going concern.

In addition, our independent auditor has included an explanatory paragraph regarding our ability to continue as a “going concern” (“going concern opinion”) in its report in this Annual Report on Form 10-K, which would accelerate a default under our Credit Facility to the filing date of this Annual Report on Form 10-K. However, we obtained a waiver from our lenders removing the default associated with this going concern opinion.

At December 31, 2020, we had cash and cash equivalents of $24.7 million and $140.0 million outstanding under the Credit Facility. At December 31, 2019, we had cash and cash equivalents of $16.4 million and $140.0 million outstanding under our Credit Facility. As part of our regular semi-annual redeterminations, the elected commitment amount on our Credit Facility was reduced to $300.0 million on May 21, 2020 and to $185.0 million on November 3, 2020. Our available borrowing capacity as of December 31, 2020 was $24.0 million, after taking into account $21.0 million of outstanding irrevocable letters of credit, which were issued as credit support for future payments under contractual obligations.

Sources of Liquidity and Capital Resources

Our primary sources of liquidity since our formation have been net cash provided by operating activities, including commodity hedges, sales and other issuances of equity and debt securities, bank credit facilities proceeds from sale-leasebacks, joint exploration agreements and sales of interests in properties. Our primary use of capital has been for the development, exploration and acquisition of oil and natural gas properties. As we pursue profitable reserves and production growth, we continually monitor the capital resources available to us to meet our future financial obligations, fund planned capital expenditure activities and ensure adequate liquidity.

We may from time to time seek to retire, purchase or otherwise refinance our outstanding debt securities through cash purchases and/or exchanges, in open market purchases, privately negotiated transactions, exchange offers or otherwise. Any
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such transactions will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. On November 9, 2020, we entered into a Merger Agreement with Bonanza Creek pursuant to which HighPoint’s debt will be restructured and HighPoint will merge with a wholly owned subsidiary of Bonanza Creek, with HighPoint continuing its existence as the surviving company following the merger and continuing as a wholly owned subsidiary of Bonanza Creek. The Merger is expected to close in the first quarter under the Exchange Offer or in the first or second quarter of 2021 under the Prepackaged Plan. See “Items 1 and 2 Business and Properties - Business - Significant Business Developments” for additional information.

Our future success in growing proved reserves and production will be highly dependent on capital resources being available to us. We believe that weGiven the levels of market volatility and disruption due to the COVID-19 pandemic and other recent macro and microeconomic factors, the availability of funds from those markets has diminished substantially. Further, arising from concerns about the stability of financial markets generally and the solvency of borrowers specifically, the cost of accessing the credit markets has increased as many lenders have sufficient liquidity available to us from cash on hand, cash flows from operations and under our Amended Credit Facility for our planned uses of capital over the next twelve months.

At December 31, 2018, we had cash and cash equivalents of $32.8 million and no amounts outstanding under our Amended Credit Facility. At December 31, 2017, we had cash and cash equivalents of $314.5 million and no amounts outstanding under our Amended Credit Facility. On September 14, 2018, we entered into the Amended Credit Facility to incorporate the proved reserves and assets acquired in the Merger. The Amended Credit Facility provides for a maximum credit amount of $1.5 billion, an initial elected commitment amount of $500.0 million and an initial borrowing base of $500.0 million, withraised interest rates, and commitment fees unchanged. Our effective borrowing capacity as of December 31, 2018 was reduced by $26.0 millionenacted tighter lending standards, or altogether ceased to $474.0 million dueprovide funding to an outstanding irrevocable letter of credit related to a firm transportation agreement.borrowers.

On March 19, 2018, we completed the Merger with Fifth Creek. The Merger was effected through the issuance of 100 million shares of our common stock, with a fair value of $484.0 million on the date of closing, and the repayment of $53.9 million of Fifth Creek debt. See "Items 1. and 2. Business and Properties - Business - Significant Business Developments - Merger with Fifth Creek Energy Operating Company, LLC"for additional information.


Cash Flow from Operating Activities


Net cash provided by operating activities was $129.0 million, $278.6 million and $231.4 million $122.0 millionin 2020, 2019 and $121.7 million in 2018, 2017 and 2016, respectively. The changes in net cash provided by operating activities are discussed above in "Results“Results of Operations"Operations”. The increasedecrease in cash provided by operating activities from 20162019 to 20182020 was primarily due to a decrease in production revenues and a decrease in working capital changes due to the timing of cash receipts and disbursements, partially offset by an increase in production revenues.cash settlements of derivatives.


Commodity Hedging Activities


Our operating cash flow is sensitive to many variables, the most significant of which are the prices we receive for the oil, natural gas and NGLs we produce. Prices for these commodities are determined primarily by prevailing market conditions. National and worldwide economic activity and political stability, weather, infrastructure capacity to reach markets, supply levels and other variable factors influence market conditions for these products. These factors, which include the COVID-19 pandemic, are beyond our control and are difficult to predict.


To mitigate some of the potential negative impact on cash flow caused by changes in oil, natural gas and NGL prices, we have entered into financial commodity swap, contractsswaption and cashless collarscollar contracts to receive fixed prices for a portion of our production. At December 31, 2018,2020, we had in place crude oil swaps covering portions of our 20192021 and 20202022 production, natural gas swaps covering portions of our 20192021 and 2022 production, oil roll swaps covering portions of our 2021 and 2022 production, crude oil swaptions covering portions of our 2022 production and natural gas cashless collars covering portions of our 20192021 production. Due to the uncertainty surrounding the COVID-19 pandemic, we may be unable to obtain additional hedges at favorable price levels in the near or foreseeable future.



In addition to financial contracts, we may at times enter into various physical commodity contracts for the sale of oil and natural gas that cover varying periods of time and have varying pricing provisions. These physical commodity contracts qualify for the normal purchase and normal sales exception and, therefore, are not subject to hedge or mark-to-market accounting. The financial impact of physical commodity contracts is included in oil, gas and NGL production revenues at the time of settlement.


All derivative instruments, other than those that meet the normal purchase and normal sales exception as mentioned above, are recorded at fair market value and are included in the Consolidated Balance Sheets as assets or liabilities. All fair values are adjusted for non-performance risk. All changes in the derivative'sderivative’s fair value are recorded in earnings. These mark-to-market adjustments produce a degree of earnings volatility but have no cash flow impact relative to changes in market prices. Our cash flow is only impacted when the associated derivative instrument contract is settled by making a payment to or receiving a payment from the counterparty.


The following table includes all hedges entered into through February 21, 2019.4, 2021.


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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 6,184,184
 Bbls $58.88
     WTI
Natural gas 3,050,000
 MMbtu $2.46
     NWPL
2020            
Oil 3,292,000
 Bbls $59.77
     WTI
Collars Contracts:            
2019            
Oil 552,000
 Bbls   $55.00
 $77.56
 WTI
Natural gas 225,000
 MMbtu   $3.25
 $4.45
 NWPL
ContractTotal
Hedged
Volumes
Quantity
Type
Weighted
Average Fixed Price
Weighted Average Floor PriceWeighted Average Ceiling Price
Index
Price (1)
Swaps
2021
Oil3,098,000 Bbls$54.30 WTI
Natural Gas5,790,000 MMBtu$2.13 NWPL
2022
Oil365,000 Bbls$50.15 WTI
Natural Gas3,650,000 MMBtu$2.13 NWPL
Oil Roll Swaps (2)
2021
Oil1,554,500 Bbls$0.14 WTI
2022
Oil730,000 Bbls$0.22 WTI
Swaptions (3)
2022
Oil1,092,000 Bbls$55.08 WTI
Cashless Collars
2021
Natural Gas1,800,000 MMBtu$2.00 $4.25 NWPL


(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.

(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.
(2)These contracts establish a fixed amount for the differential between the NYMEX WTI calendar month average and the physical crude oil delivery month price. The weighted average differential represents the amount of reduction to NYMEX WTI prices for the notional volumes covered by the swap contracts.
(3)These swaptions may become effective fixed-price swaps at the counterparty’s election on December 31, 2021.

By removing the price volatility from a portion of our oil and natural gas revenue, we have mitigated, but not eliminated, the potential effects of changing prices on our operating cash flow for the relevant period. While mitigating negative effects of falling commodity prices, these derivative contracts also limit the benefits we would receive from increases in commodity prices.


It is our policy to enter into derivative contracts with counterparties that are lenders in the Amended Credit Facility, affiliates of lenders in the Amended Credit Facility or potential lenders in the Amended Credit Facility. Our derivative contracts are documented using an industry standard contract known as a Schedule to the Master Agreement and International Swaps and Derivative Association, Inc. ("ISDA"(“ISDA”) Master Agreement or other contracts. Typical terms for these contracts include credit support requirements, cross default provisions, termination events and set-off provisions. We are not required to provide any credit support to our counterparties other than cross collateralization with the properties securing the Amended Credit Facility. We have set-off provisions in our derivative contracts with lenders under our Amended Credit Facility which, in the event of a counterparty default, allow us to set-off amounts owed to the defaulting counterparty under the Amended Credit Facility or other obligations against monies owed to us under the derivative contracts. Where the counterparty is not a lender under the Amended Credit Facility, we may not be able to set-off amounts owed by us under the Amended Credit Facility, even if such counterparty is an affiliate of a lender under such facility.


Capital Expenditures


Our capital expenditures are summarized in the following tables for the periods indicated:



 Year Ended December 31,
Basin/Area202020192018
 (in millions)
DJ$97.3 $355.0 $508.2 
Other2.2 6.0 0.7 
Total (1)(2)
$99.5 $361.0 $508.9 

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 Year Ended December 31,
Basin/Area2018 2017 2016
 (in millions)
DJ$508.2
 $251.5
 $95.5
Other0.7
 9.2
 2.8
Total (1)(2)
$508.9
 $260.7
 $98.3

Year Ended December 31, Year Ended December 31,
2018 2017 2016 202020192018
(in millions) (in millions)
Acquisitions of proved and unproved properties and other real estate$19.9
 $20.4
 $5.6
Acquisitions of proved and unproved properties and other real estate$— $4.7 $19.9 
Drilling, development, exploration and exploitation of oil and natural gas properties448.9
 226.9
 86.3
Drilling, development, exploration and exploitation of oil and natural gas properties95.5 319.3 448.9 
Gathering and compression facilities37.1
 11.9
 5.3
Gathering and compression facilities2.8 20.4 37.1 
Geologic and geophysical costs2.3
 0.5
 
Geologic and geophysical costs0.6 12.0 2.3 
Furniture, fixtures and equipment0.7
 1.0
 1.1
Furniture, fixtures and equipment0.6 4.6 0.7 
Total (1)(2)
$508.9
 $260.7
 $98.3
Total (1)(2)
$99.5 $361.0 $508.9 
 
(1)Includes exploration, dry hole and abandonment costs, which are expensed under successful efforts accounting, of $0.8 million, $0.5 million and $4.1 million for the years ended December 31, 2018, 2017 and 2016, respectively.
(2)Excludes $716.2 million related to the proved and unproved oil and gas properties and furniture, equipment and other assets acquired in the Merger.

(1)Includes exploration and abandonment expense, which are expensed under successful efforts accounting, of $2.5 million, $5.9 million and $0.8 million for the years ended December 31, 2020, 2019 and 2018, respectively.
(2)Excludes $716.2 million related to the proved and unproved oil and gas properties and furniture, equipment and other assets acquired in the 2018 Merger for the year ended December 31, 2018.

Our current estimated capital expenditure budget for the first quarter of 2021 is approximately $3.0 million, primarily associated with flowback on previously completed wells. In addition, in November 2020 we entered into the Merger Agreement with Bonanza Creek, which restricts our near-term capital spending levels and does not allow for drilling or completion operations.

Capital expenditures decreased to $99.5 million for the year ended December 31, 2020 from $361.0 million for the year ended December 31, 2019. The decrease was due to a reduction in planned development for 2020 as well as deferring drilling and completion activity starting in May 2020 due to the COVID-19 pandemic.

Capital expenditures for acquisitions of proved and unproved properties and other real estate were $19.9$4.7 million for the year ended December 31, 2018. This was primarily related to acquisitions of unproved properties in the DJ Basin.The increase in drilling, development, exploration and exploitation of oil and natural gas properties to $448.9 million for the year ended December 31, 2018 from $226.9 million for the year ended December 31, 2017 primarily related to an increase in development drilling and completion activities within the DJ Basin, including drilling and completion activities associated with properties acquired in the Merger. Capital expenditures for the year ended December 31, 2018 exclude any amounts associated with the purchase price of the Merger.

Capital expenditures for acquisitions of proved and unproved properties and other real estate were $20.4 million for the year ended December 31, 2017.2019. This was primarily related to acquisitions of proved and unproved properties in the DJ Basin.The increasedecrease in drilling, development, exploration and exploitation of oil and natural gas properties to $226.9 million from $86.3$319.3 million for the year ended December 31, 20162019 from $448.9 million for the year ended December 31, 2018 was primarily related to an increasea decrease in development drilling and completion activities within the DJ Basin as a result of higher oilBasin. The increase in geologic and gas commodity prices.geophysical costs to $12.0 million for the year ended December 31, 2019 from $2.3 million for the year ended December 31, 2018 is related to activity in the Hereford field.

Our current estimated capital expenditure budget for 2019 is $350.0 million to $380.0 million. The budget includes facilities costs and excludes acquisitions. We may adjust capital expenditures as business conditions and operating results warrant. The amount, timing and allocation of capital expenditures is generally discretionary and within our control. If oil, natural gas and NGL prices decline to below acceptable levels or costs increase above acceptable levels, we could choose to defer a portion of our budgeted capital expenditures until later periods to achieve the desired balance between sources and uses of liquidity. We would generally do this by prioritizing capital projects to first focus on those that we believe will have the highest expected financial returns and ability to generate near-term cash flow.

We believe that we have sufficient available liquidity with available cash on hand, cash under the Amended Credit Facility and cash flow from operations to fund our 2019 budgeted capital expenditures. Future cash flows are subject to a number of variables, including our level of oil and natural gas production, commodity prices and operating costs. There can be no assurance that operations and other capital resources will provide sufficient amounts of cash flow to maintain planned levels of capital expenditures.


Financing Activities


Merger Financing. Our outstanding debt is summarized below:

  As of December 31, 2020As of December 31, 2019
 Maturity DatePrincipalDebt Issuance CostsCarrying
Amount
PrincipalDebt Issuance CostsCarrying
Amount
(in thousands)
Amended Credit FacilitySeptember 14, 2023$140,000 $— $140,000 $140,000 $— $140,000 
7.0% Senior NotesOctober 15, 2022350,000 (1,535)348,465 350,000 (2,372)347,628 
8.75% Senior NotesJune 15, 2025275,000 (3,031)271,969 275,000 (3,717)271,283 
Total Long-Term Debt (1)
$765,000 $(4,566)$760,434 $765,000 $(6,089)$758,911 
(1)See Note 5 of the notes to the consolidated financial statements for additional information.

Credit Facility.On March 19, 2018, we completedMay 21, 2020, as part of a regular semi-annual redetermination, our Credit Facility was amended. Among other things, the Merger with Fifth Creek. The Merger was effected throughamendment decreased the issuance of 100,000,000 shares of our common stock, with a fair value of $484.0aggregate elected commitment amount and the borrowing base from $500.0 million to $300.0 million, increased the applicable margins for interest and commitment fee rates and added provisions requiring the availability under the Credit Facility to be at least $50.0 million and the repaymentCompany’s weekly cash balance (subject to certain exceptions) to not exceed $35.0 million. On November 2, 2020, as part of $53.9 million of Fifth Creek debt.

Amended Credit Facility. There were no borrowings underanother regular semi-annual redetermination, the Amended Credit Facility (or, as applicable,was further amended. Among other things, the facility then in place) in 2018 or 2017. On September 14, 2018, we entered intoamendment reduced the AmendedCompany’s aggregate elected commitment amount to $185.0 million, reduced the borrowing base to $200.0 million and removed the provisions requiring availability under the Credit Facility to incorporatebe at least $50.0 million. In addition, provisions were amended to
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prohibit the proved reservesCompany from incurring any additional indebtedness. The Company had $140.0 million outstanding as of both December 31, 2020 and assets acquiredDecember 31, 2019. The Company’s available borrowing capacity under the Credit Facility as of December 31, 2020 was $24.0 million, after taking into account $21.0 million of outstanding irrevocable letters of credit, which were issued as credit support for future payments under contractual obligations. Our available borrowing capacity as of the date of this filing, February 24, 2021, was $34.9 million, after taking into account outstanding irrevocable letters of credit of $18.1 million.

While the stated maturity date in the Merger. The Amended Credit Facility provides for a maximum creditis September 14, 2023, the maturity date is accelerated if we have more than $100.0 million of “Permitted Debt” or “Permitted Refinancing Debt” (as those terms are defined in the Credit Facility) that matures prior to December 14, 2023. If that is the case, the accelerated maturity date is 91 days prior to the earliest maturity of such Permitted Debt or Permitted Refinancing Debt. Because our 7.0% Senior Notes will mature on October 15, 2022, the aggregate amount of $1.5 billion, an initial elected commitment amount of $500.0those notes exceeds $100.0 million and an initial borrowing base of $500.0 million, with interest rate and commitment fees unchanged. The Amendedthe notes represent “Permitted Debt”, the maturity date specified in the Credit Facility extendedis accelerated to the date that is 91 days prior to the maturity date of those notes, or July 16, 2022.

The borrowing base is determined at the facilitydiscretion of the lenders and is subject to September 14, 2023. Borrowing bases areregular redetermination around April and October of each year, as well as following any property sales. The lenders can also request an interim redetermination during each six month period. If the borrowing base is reduced below the then-outstanding amount under the Credit Facility, we will be required to repay the excess of the outstanding amount over the borrowing base over a period of four months. The borrowing base is computed based on proved oil, natural gas and NGL reserves that have been mortgaged to the lenders, hedge positions and estimated future cash flows from those reserves calculated using future commodity pricing provided by ourthe lenders, as well as any other outstanding debt. Lower commodity prices

Going Concern. We have financial covenants associated with our Credit Facility that are measured each quarter. As discussed in the “Going Concern” section in Note 2 of the notes to the consolidated financial statements, based on our forecasted cash flow analysis for the twelve month period subsequent to the date of this filing, it is probable we will generallybreach a financial covenant under our Credit Facility in the third quarter of 2021. However, timing could change as a result of changes in our business and the overall economic environment. Violation of any covenant under the Credit Facility provides the lenders with the option to accelerate the maturity of the Credit Facility, which carries a balance of $140.0 million as of December 31, 2020. This would, in turn, result in cross-default under the indentures to our senior notes, accelerating the maturity of the senior notes, which have a lower borrowing base.principal balance outstanding of $625.0 million as of December 31, 2020. We do not have sufficient cash on hand or available liquidity that can be utilized to repay the outstanding debt in the event of default. These conditions and events raise substantial doubt about our ability to continue as a going concern.


In addition, our independent auditor has included an explanatory paragraph regarding our ability to continue as a “going concern” (“going concern opinion”) in its report in this Annual Report on Form 10-K, which would accelerate a default under our Credit Facility to the filing date of this Annual Report on Form 10-K. However, we obtained a waiver from our lenders removing the default associated with this going concern opinion.

Guarantor Structure. The issuer of our 7.0% Senior Notes and 8.75% Senior Notes is HighPoint Operating Corporation (f/k/a Bill Barrett), or the Subsidiary Issuer. Pursuant to supplemental indentures entered into in connection with the 2018 Merger, HighPoint Resources Corporation, or the Parent Guarantor, became a guarantor of the 7.0% Senior Notes and the 8.75% Senior Notes in March 2018. In addition, Fifth Pocket Production, LLC, or the Subsidiary Guarantor, became a subsidiary of Subsidiary Issuer on August 1, 2019 and also guarantees the 7.0% Senior Notes and the 8.75% Senior Notes. The Parent Guarantor and the Subsidiary Guarantor, on a joint and several basis, fully and unconditionally guarantee the debt securities of the Subsidiary Issuer. We have no other subsidiaries. All covenants in the indentures governing the notes limit the activities of the Subsidiary Issuer and the Subsidiary Guarantor, including limitations on the ability to pay dividends, incur additional indebtedness, make restricted payments, create liens, sell assets or make loans to the Parent Guarantor, but in most cases the covenants in the indentures are not applicable to the Parent Guarantor.

In March 2020, the SEC issued a final rule, Financial Disclosures About Guarantors and Issuers of Guaranteed Securities and Affiliates Whose Securities Collateralize a Registrant’s Securities, which amends the disclosure requirements related to certain registered securities which currently require separate financial statements for subsidiary issuers and guarantors of registered debt securities unless certain exceptions are met. Alternative disclosures are available for each subsidiary issuer/guarantor when they are consolidated and the parent company either issues or guarantees, on a full and unconditional basis, the guaranteed securities. If a registrant qualifies for alternative disclosure, the registrant may omit summarized financial information when not material and instead provide narrative disclosure of the guarantor structure, including terms and conditions of the guarantees.

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We qualify for alternative disclosure, and therefore, we are currentlyno longer presenting condensed consolidating financial information for the Parent Guarantor, Subsidiary Issuer, or the Subsidiary Guarantor of our debt securities. The assets, liabilities and results of operations of the issuer and guarantors of the guaranteed securities on a combined basis are not materially different than corresponding amounts presented in compliance withthe consolidated financial statements of the Parent Guarantor as all financial covenantsof the material operating assets and have complied withliabilities, and all financial covenants since issuance. We expect to be in compliance with all financial covenants based onof our material operations reside within the 2019 budget at current commodity prices.subsidiary issuer.


Our outstanding debt is summarized below:

  As of December 31, 2018 As of December 31, 2017
 Maturity DatePrincipal Debt Issuance Costs Carrying
Amount
 Principal Debt Issuance Costs Carrying
Amount
  (in thousands)
Amended Credit FacilitySeptember 14, 2023$
 $
 $
 $
 $
 $
7.0% Senior NotesOctober 15, 2022350,000
 (3,210) 346,790
 350,000
 (4,033) 345,967
8.75% Senior NotesJune 15, 2025275,000
 (4,403) 270,597
 275,000
 (5,080) 269,920
Lease Financing ObligationAugust 10, 20201,859
 
 1,859
 2,328
 (2) 2,326
Total Debt $626,859
 $(7,613) $619,246
 $627,328
 $(9,115) $618,213
Less: Current Portion of Long-Term Debt (1)
 1,859
 
 1,859
 469
 
 469
     Total Long-Term Debt (2)
 $625,000
 $(7,613) $617,387
 $626,859
 $(9,115) $617,744
(1)Includes all or a portion of the Lease Financing Obligation.
(2)See Note 5 for additional information.

Credit Ratings. Our credit risk is evaluated by two independent rating agencies based on publicly available information and information obtained during our ongoing discussions with the rating agencies. Moody'sMoody’s Investor Services and Standard & Poor'sPoor’s Rating Services currently rate our 7.0% Senior Notes and 8.75% Senior Notes and have assigned a credit rating. We do not have any provisions that are linked to our credit ratings, nor do we have any credit rating triggers that would accelerate the maturity of amounts due under our Amended Credit Facility, the 7.0% Senior Notes or the 8.75% Senior Notes. However, our ability to raise funds and the costs of any financing activities willcould be affected by our credit rating at the time any such financing activities are conducted.


Contractual Obligations. A summary of our contractual obligations as of and subsequent to December 31, 20182020 is provided in the following table:


 Payments Due By Year
 Year 1 Year 2 Year 3 Year 4 Year 5 Thereafter Total
 (in thousands)
Notes payable (1)
$553
 $46
 $
 $
 $
 $
 $599
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
Lease Financing Obligation (4)
1,869
 
 
 
 
 
 1,869
Office and office equipment leases and other (5) 
4,597
 3,032
 3,331
 3,263
 3,036
 13,112
 30,371
Firm transportation agreements (6)
18,485
 18,691
 10,903
 
 
 
 48,079
Gas gathering and processing agreements (7)(8)
10,049
 2,167
 1,996
 
 
 
 14,212
Asset retirement obligations (9)
2,325
 1,104
 1,205
 1,122
 1,321
 22,578
 29,655
Total$86,441
 $73,603
 $65,998
 $402,948
 $28,420
 $346,781
 $1,004,191

 Payments Due By Year
Year 1Year 2Year 3Year 4Year 5ThereafterTotal
 (in thousands)
Notes payable (1)(2)
$306 $— $140,000 $— $— $— $140,306 
7.0% Senior Notes (2)(3)
24,500 374,500 — — — — 399,000 
8.75% Senior Notes (2)(4)
24,063 24,063 24,063 24,063 287,031 — 383,283 
Firm transportation agreements (5)
19,549 13,064 14,600 14,640 4,800 — 66,653 
Asset retirement obligations (6)
2,020 2,000 2,020 2,114 2,406 16,285 26,845 
Derivative liability (7)
1,414 2,887 — — — — 4,301 
Operating leases (8)
2,691 2,413 2,167 2,078 2,196 5,380 16,925 
Other (9)
3,651 11,485 16,345 — — — 31,481 
Total$78,194 $430,412 $199,195 $42,895 $296,433 $21,665 $1,068,794 
 
(1)Notes payable includes interest on a $26.0 million letter of credit that accrues at 2.0% and 0.125% per annum for participation fees and fronting fees, respectively. The expected term for the letter of credit is January 31, 2020. There is currently no balance outstanding under our Amended Credit Facility due September 14, 2023.
(2)The aggregate principal amount of our 7.0% Senior Notes is $350.0 million. We are obligated to make semi-annual interest payments through maturity on October 15, 2022 equal to $12.3 million. See Note 5 to the accompanying financial statements for additional information.
(3)The aggregate principal amount of our 8.75% Senior Notes is $275.0 million. We are obligated to make semi-annual interest payments through maturity on June 15, 2025 equal to $12.0 million. See Note 5 to the accompanying financial statements for additional information.
(4)The Lease Financing Obligation is calculated based on the aggregate undiscounted minimum future lease payments, which include both an interest and principal component. We have elected to exercise the early buyout option pursuant to which we will purchase the equipment for $1.8 million on February 10, 2019.
(5)The lease for our principal office in Denver expires in March 2019. Due to the Merger, we acquired the office lease of Fifth Creek in Greenwood Village, Colorado, which extends through July 2023. In addition, we entered into a new lease for office space in Denver, Colorado which will serve as our principal office starting in April 2019 through April 2028.
(6)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.
(7)We have entered into gas gathering and processing contracts which require us to deliver a minimum volume of natural gas to midstream entities for gathering and processing on a monthly basis. The contracts require us to pay a fee associated with the contracted volumes regardless of the amount delivered.
(8)Includes a reimbursement obligation of $6.8 million. The reimbursement obligation requires us to pay a monthly gathering 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.
(9)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" below for a more detailed discussion of the nature of the accounting estimates involved in estimating asset retirement obligations.

(1)Included in notes payable is the outstanding principal amount under our Credit Facility due September 14, 2023. This table does not include future commitment fees, interest expense or other fees on our Credit Facility because the 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. While the stated maturity date in the Credit Facility is September 14, 2023, the maturity date is accelerated if we have more than $100.0 million of “Permitted Debt” or “Permitted Refinancing Debt” (as those terms are defined in the Credit Facility) that matures prior to December 14, 2023. If that is the case, the accelerated maturity date is 91 days prior to the earliest maturity of such Permitted Debt or Permitted Refinancing Debt. Because our 7.0% Senior Notes will mature on October 15, 2022, the aggregate amount of those notes exceeds $100.0 million and the notes represent “Permitted Debt”, the maturity date specified in the Credit Facility is accelerated to the date that is 91 days prior to the maturity date of those notes, or July 16, 2022. Also included in notes payable is interest on $21.0 million irrevocable letters of credit, which will continue decrease ratably per month until expiring in August 2021. Interest accrues at 3.25% and 0.125% per annum for participation fees and fronting fees, respectively.
(2)The payment dates could be accelerated. See the “Going Concern” section in Note 2 of the notes to the consolidated financial statements for additional information.
(3)The aggregate principal amount of our 7.0% Senior Notes is $350.0 million. We are obligated to make semi-annual interest payments through maturity on October 15, 2022 equal to $12.3 million. See Note 5 of the notes to the consolidated financial statements for additional information.
(4)The aggregate principal amount of our 8.75% Senior Notes is $275.0 million. We are obligated to make semi-annual interest payments through maturity on June 15, 2025 equal to $12.0 million. See Note 5 of the notes to the consolidated financial statements for additional information.
(5)We have entered into contracts that provide firm transportation capacity on oil and gas pipeline systems. The contracts require us to pay transportation demand charges regardless of the amount we deliver to the pipeline.
(6)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” below for a more detailed discussion of the nature of the accounting estimates involved in estimating asset retirement obligations.
(7)Derivative liability represents the net fair value for oil, gas, and NGL commodity derivatives presented as liabilities in our Consolidated Balance Sheets as of December 31, 2020. The ultimate settlement amounts of our derivative liabilities are unknown because they are subject to continuing market fluctuations. See “Critical Accounting Policies and Estimates”
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below and “Commodity Hedging Activities” above for a more detailed discussion of the nature of the accounting estimates involved in valuing derivative instruments.
(8)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.
(9)Includes $10.2 million for the year ended December 31, 2022 and $15.3 million for the year ended December 31, 2023 related to a drilling commitment with a joint interest partner which requires us to drill and complete two wells by July 2022 and three wells by 2023. If the drilling commitment is not met, we must return the associated leases that are not held by production to the joint interest partner, which cover approximately 13,000 acres. The Company is also party to minimum volume commitments for the delivery of natural gas volumes to midstream entities for gathering, processing and capital reimbursements as well as minimum volume commitments to purchase fresh water from water suppliers. These commitments require the Company to pay a fee associated with the minimum volumes regardless of the amount delivered.

Off-Balance Sheet Arrangements


We do not have any off-balance sheet arrangements as of December 31, 2018.2020.


Trends and Uncertainties


Regulatory Trends

Trends. Our future Rockies operations and cost of doing business may be affected by changes in regulations and the ability to obtain drilling permits. The regulatory environment continues to become more restrictive, which limits our ability to conduct, and increases the costs of conducting, our operations. Areas in which we operate are subject to federal, state and local regulations. Additional and more restrictive regulations have been seen at each of these governmental levels recently and there are initiatives underway to implement additional regulations and prohibitions on oil and gas activities. New rules may further impact our ability to obtain drilling permits and other required approvals in a timely manner and increase the costs of such permits or approvals. This may create substantial uncertainty about our production and capital expenditure targets. Efforts related to climate change organized around a "keep“keep it in the ground"ground” message have gained traction in New York and other coastal states, as well as internationally, notably in France and Germany.

Federal. Federal leases make up a significant portion The movement has found some success in persuading governments, investors and corporations to consider measures to reduce the use of our leaseholds. At the federal level, policies have been implementedfossil fuels in the pastfuture. Examples include local measures to prohibit the use of natural gas for heating, hot water and stoves in new construction; GM’s announcement that have resultedit will phase-out gasoline engines in a more restrictive regulatory environment for oilits cars by 2035; and gas activitiesincreased pressure on public lands. Many of these policies are being rescinded or relaxed by the current administration, however, litigation and activism seekingcorporations to halt exploration and development activities on public lands is pervasive.

State. We also are experiencing more strict regulation of oil and gas activities at the state level. The Colorado Oil & Gas Conservation Commission ("COGCC") passed rules in 2016 that: (i) increase advance consultation requirements with local governments when large scale oil and gas facilities are proposed in "urban mitigation areas" (generally within 1000' feet of subdivisions, schools, hospitals and other public facilities) and (ii) registration with local governments and provision of development plans to municipalities upon request. We do not anticipate significant disruption to our activities from these new rules given the rural nature of the majority of our leasehold (see discussion below under Local). In February 2018, the COGCC comprehensively amended its regulations for oil, gas, and water flowlines to expand requirements addressing flowline

registration and safety, integrity management, leak detection, and other matters. The COGCC has also adopted or amended numerous other rules in recent years, including rules relating to safety, flood protection, and spill reporting.

Over the past several years, numerous other rules and policies have been imposed by the COGCC requiring disclosure of chemicals used in hydraulic fracturing, ground water monitoring, increased setbacks from occupied structures and existing wells, and strengthened enforcement, including increases in mandatory monetary penalties for certain violations. Colorado continues to look at airreduce emissions from the investment community, notably Black Rock and Vanguard. These developments portend a risk that demand for fossil fuels may be significantly reduced in the coming decades. See “Business and Properties-Operations-Environmental Matters and Regulation” for a summary of certain environmental regulations that affect our business and related developments, including potential future regulatory developments.

The following trends and uncertainties are related to the COVID-19 pandemic:

Declining Commodity Prices. Energy prices declined sharply during the first half of 2020 due to the COVID-19 pandemic. While prices partially recovered during the second half of 2020, uncertainties related to the demand for oil and natural gas sector and additional regulations are probable with respectremain as the COVID-19 pandemic continues to impact the Colorado ozone non-attainment standard. Other states, and the EPA, have considered Colorado's air quality rules, including the most recent rules governing methane emissions, as potential models for additional regulationworld economy. The impacts of thesubstantially lower oil, and natural gas sector. Democratic leadership in the Colorado General Assembly has indicated that major new climate change legislation will be introduced. Such legislation is likely to be enacted and could have substantial impactsNGL prices on our results of operations for the year ended December 31, 2020 were mostly mitigated by hedges in place on 91% of our oil production and 33% of our natural gas production. However, the economics of our existing wells and planned future development activities.

In combination, these new state ruleswere adversely affected, which led to impairments of our proved and policies could impose additional costs on our operations, including enforcement penalties, delay permitting, and potentially impact profitability.

Local. Counties and municipalities regulateunproved oil and gas activities primarily through local land use rules. Weld County, Colorado, the focus of nearly all ofproperties, reductions to our current development activities, has in place an ordinance that requires permitting of essentially all oil and gas operationsreserve quantities and reductions to the borrowing capacity on our Credit Facility. As of February 4, 2021, we have hedged 3,098,000 barrels and 365,000 barrels of our expected 2021 and 2022 oil production, respectively, and 7,590,000 MMbtu and 3,650,000 MMbtu of our expected 2021 and 2022 natural gas production, respectively. However, we may be unable to obtain additional hedges at favorable price levels in the near or foreseeable future. There is currently considering new pipeline regulations. These changes haveuncertainty around the potential to add 60-90 daystiming of delayrecovery of the global economy from COVID-19 and may expose our development activities to a new level of political opposition. We expect additional attempts to regulate activities related toits effects on the supply and demand for oil, and gas operations by local governments, including drilling moratoria or bans on hydraulic fracturing, despite 2016 decisions by the Colorado Supreme Court overturning such measures adopted by two municipalities.

Hydraulic Fracturing. The well completion technique known as hydraulic fracturing to stimulate production of natural gas and oil has come under increased scrutiny by the environmental community, and local, state, and federal jurisdictions. Hydraulic fracturing involves the injection of water, sand and additives under pressure, usually down casing that is cemented in the wellbore, into prospective rock formations at depth to stimulate oil and natural gas production. We use this completion technique on substantially all our wells. A more comprehensive discussion of potential risks and trends related to hydraulic fracturing is contained above in Items 1 and 2. Business Properties - Operations - Environmental Matters and Regulations. Although it is not possible at this time to predict the final outcome of any new legislation, or potential regulatory or policy developments regarding hydraulic fracturing, any new restrictions on hydraulic fracturing that may be imposed in areas in which we conduct business could result in increased compliance costs or additional operating restrictions and could lead to our inability to access, develop, and record natural gas and oil reserves in the future.

Air Quality Regulation. The regulation of air emissions from the oil and natural gas sector continues to be a significant focus for policy makers and regulators at all levels-federal, tribal, state, and local-as well as environmental groups. A more comprehensive discussion of government regulation and potential risks related to air emissions from our operations is included above in "Items 1 and 2. Business and Properties - Operations - Environmental Matters and Regulation". New or more stringent policies, rules, or regulations governing air emissions from the oil and natural gas sector could result in our inability to obtain permits necessary to construct and operate new facilities or operate existing facilities. In addition, even if we are able to obtain necessary permits, such new requirements could substantially increase our operating expenses and reduce our profits or make certain operations uneconomic. Both EPA and the Colorado Department of Health and Environment ("CDPHE") have stepped up inspection and enforcement activities. In 2016, and 2017, we received initial and supplemental EPA "Section 114" mandatory information directives, as well as parallel "compliance advisories" from CDPHE. These directives led to an enforcement proceeding and settlement negotiations. We expect to reach a settlement in early 2019, including agreeing to pay a substantial, but not material, penalty, as well as committing to certain facility design, inspection and maintenance procedures. Agreeing to these measures may restrict our ability to divest the covered facilities, which are generally, older legacy properties.

Potential Impacts of Regulatory Trends. The increase in regulatory burdens and potential for continued lawsuits seeking to block activities as described above is likely to cause delays to our planned activities and could prevent some of these activities.NGLs. This is expected to increase our costs and could result in lower production and reserves as our properties naturally decline without replacement production and reserves from new wells in addition to a reduction in the value of our current leases.

For additional detail, see "Items 1 and 2. Business and Properties - Operations - Environmental Matters and Regulation" and "Items 1 and 2. Business and Properties - Business - Operations - Other Regulation of the Oil and Gas Industry".

Declining Commodity Prices. The severe decline in oil prices that occurred in 2014 and 2015 increaseduncertainty increases the volatility and amplitude of the other risks facing uswe face as described in this report“Item 1A. Risk Factors”. If energy prices do not improve, our capital availability, liquidity and hadprofitability will continue to be adversely affected, particularly after our current hedges are realized in 2021.

Employee Health and Safety. The health and safety of our employees and the community is our highest priority. We are also cognizant that supplying reliable energy to our communities and the nation is an impact onessential function. The federal government, through the Cybersecurity and Infrastructure Security Administration, as well as Colorado state and local “stay-at-home” orders, have provided exemptions for oil and gas workers.

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Under our business continuity plan, we were rapidly able to switch to remote operations in response to the COVID-19 pandemic in early March. We successfully transitioned to full remote access and financial condition.operations, in both the Denver headquarters office and at the field level. The

significant decrease in oil prices in late 2018 had successful transition to remote operations was virtually seamless. From mid-March 2020 through February 2021, based on management’s continuous risk assessments, employees were either fully remote or on a similar effect. If oil prices decrease from current levels, our planned drilling projects may become uneconomic, which could affect future drilling plans and growth rates. Low commodity prices impact our revenue, which we partially mitigate with our hedging program.

The sustained decline in commodity prices may also expose us to unexpected liability for plugging and abandoning wells, and associated reclamation, including for assetsstaggered schedule so that were sold to other industry parties in prior years. If such third parties become unable to fulfill their contract obligations to us as provided for in purchase and sale agreements, regulatory agencies and landowners may demand that we perform such activities. Recent case law in Wyoming has increased such exposure for companies that have divested assets to no longer viable entities, and we have received demands fromapproximately 50% of the Bureau of Land Management and a several large ranches to plug and abandon wells, and conduct associated reclamation, on properties we no longer own. We recognized $1.9 million and $0.7 million associated with these obligations in other operating expenseswork force was in the Consolidated Statement of Operationsoffice on a daily basis.

Supply Chain Issues.We have not experienced any recent challenges with respect to obtaining oil field goods and services. However, as oil service and supply companies cut work force and stack rigs and frac fleets, there is the potential for challenges on this front when activity begins to ramp up, although the years ended December 31, 2018 and 2017, respectively.related timing is highly uncertain.


Critical Accounting Policies and Estimates


The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. Certain accounting policies involve judgments and uncertainties to such an extent that there is reasonable likelihood that materially different amounts could have been reported under different conditions, or if different assumptions had been used. We evaluate our estimates and assumptions on a regular basis. We base our estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates and assumptions used in preparation of our consolidated financial statements. We provide expanded discussion of our more significant accounting policies, estimates and judgments below. We believe these accounting policies reflect our more significant estimates and assumptions used in preparation of our consolidated financial statements. See Note 2 of the Notesnotes to the Consolidated Financial Statementsconsolidated financial statements for a discussion of additional accounting policies and estimates made by management.


Oil and Gas Properties


Our oil, natural gas and NGL exploration and production activities are accounted for using the successful efforts method. Under this method, all property acquisition costs and costs of exploratory and development wells are capitalized when incurred, pending determination of whether the well has found proved reserves. If an exploratory well does not find proved reserves, the costs of drilling the well are charged to expense and remain within cash flows from investing activities in the Consolidated Statements of CashCash Flows. If an exploratory well does find proved reserves, the costs remain capitalized, are included within additions to oil and gas properties and remain within cash flows from investing activities in the Consolidated Statements of Cash Flows. The costs of development wells are capitalized whether proved reserves are added or not. All exploratory wells are evaluated for economic viability within one year of well completion, and the related capitalized costs are reviewed quarterly. Exploratory wells that discover potentially economic reserves in areas where a major capital expenditure would be required before production could begin and where the economic viability of that major capital expenditure depends upon the successful completion of further exploratory work in the area remain capitalized if the well finds a sufficient quantity of reserves to justify its completion as a producing well, and we are making sufficient progress assessing the reserves and the economic and operating viability of the project. Oil and gas lease acquisition costs are also capitalized. Upon sale or retirement of depreciable or depletable property, the cost and related accumulated DD&A are eliminated from the accounts and the resulting gain or loss is recognized. Interest cost is capitalized as a component of property cost for significant exploration and development projects that require greater than six months to be readied for their intended use.


The application of the successful efforts method of accounting requires managerial judgment to determine the proper classification of wells designated as developmental or exploratory, which will ultimately determine the proper accounting treatment of the costs incurred. In addition to development on exploratory wells, we may drill scientific wells that are only used for data gathering purposes. The costs associated with these scientific wells are expensed as incurred as exploration expense. The results from a drilling operation can take considerable time to analyze, and the determination that commercial reserves have been discovered requires both judgment and industry experience.


Other exploration costs, including certain geological and geophysical expenses and delay rentals for oil and gas leases, are charged to expense as incurred. The sale of a partial interest in a proved property is accounted for as a cost recovery and no gain or loss is recognized as long as this treatment does not significantly affect the unit-of-production amortization rate.


Maintenance and repairs are charged to expense, and renewals and bettermentssettlements are capitalized to the appropriate property and equipment accounts.


51


Unproved oil and gas property costs are transferred to proved oil and gas properties if the properties are subsequently determined to be productive or are assigned proved reserves. Proceeds from sales of partial interests in unproved leases are accounted for as a recovery of cost without recognizing any gain until all costs are recovered. Unproved oil and gas properties are assessed periodically for impairment based on remaining lease terms, drilling results, reservoir performance, commodity price outlooks, future plans to develop acreage, recent sales prices of comparable properties and other relevant matters.


We review our oil and natural gas properties for impairment on a quarterly basis or whenever events and circumstances indicate that a decline in the recoverability of their carrying value may have occurred. We estimate the expected undiscounted future net cash flows of our oil and gas properties using proved and risked probable and possible reserves based on our development plans and best estimate of future production, commodity pricing, reserve risking, gathering and transportation deductions, production tax rates, lease operating expenses and future development costs.costs. We compare such undiscounted future net cash flows to the carrying amount of the oil and gas properties to determine if the carrying amount is recoverable. If the undiscounted future net cash flows exceed the carrying amount of the oil and gas properties, no impairment is taken.taken. If the carrying amount of a property exceeds the undiscounted future net cash flows, we will impair the carrying value to fair value based on an analysis of quantitative and qualitative factors existing as of the balance sheetapplicable measurement date. The factors used to determine fair value may include, but are not limited to, recent sales prices of comparable properties, indications from marketing activities, the present value of future revenues, net of estimated operating and development costs using estimates of reserves, future commodity pricing, future production estimates, anticipated capital expenditures and various discount rates commensurate with the risk and current market conditions associated with realizing the projected cash flows.


Oil and gas properties are assessed for impairment once they meet the criteria to be classified as held for sale. Assets held for sale are carried at the lower of carrying cost or fair value less costs to sell. The fair value of the assets is determined using a market approach, based on an estimated selling price, as evidenced by current marketing activities, if possible. If an estimated selling price is not available, we utilize the income valuation technique, which involves calculating the present value of future net cash flows, as discussed above. If the carrying amount of the assets exceeds the fair value less costs to sell, an impairment will result to reduce the value of the properties down to fair value less costs to sell. The estimated fair value of assets held for sale may be materially different from sales proceeds that we eventually realize due to a number of factors including but not limited to the differences in expected future commodity pricing, location and quality differentials, our relative desire to dispose of such properties based on facts and circumstances impacting our business at the time we agree to sell, such as our position in the field subsequent to the sale and plans for future acquisitions or development in core areas.


Our investment in producing oil and natural gas properties includes an estimate of the future costs associated with dismantlement, abandonment and restoration of our properties. The present value of the estimated future costs to dismantle, abandon and restore a well location areis added to the capitalized costs of our oil and gas properties and recorded as a long-term liability. The capitalized cost is included in the oil and natural gas property costs that are depleted over the life of the assets.


The provision for depletion of oil and gas properties is calculated on a field-by-field basis using the unit-of-productionunits-of-production method. Natural gas and NGLs are converted to an oil equivalent, Boe, at the standard rate of six Mcf to one Boe and forty-two gallons to one Boe, respectively. Our rate of recording DD&A is dependent upon our estimates of total proved and proved developed reserves, which incorporate assumptions regarding future development and abandonment costs as well as our level of capital spending. If the estimates of total proved or proved developed reserves decline, the rate at which we record DD&A expense increases, reducing our net income. This decline may result from lower market prices, which may make it uneconomic to drill for and produce higher cost fields. We are unable to predict changes in reserve quantity estimates as such quantities are dependent on the success of our exploitation and development program, as well as future economic conditions.


Oil and Gas Reserve Quantities


Our estimate of proved reserves is based on the quantities of oil and natural gas that geological and engineering data demonstrate with reasonable certainty to be commercially recoverable in future years from known reservoirs under existing economic and operating conditions. Our proved reserves estimates are audited on a well-by-well basis by an independent third party engineering firm. In the aggregate, the independent third party petroleum engineer estimates of total net proved reserves are within 10% of our internal estimates as of December 31, 2018.2020.


Reserves and their relation to estimated future net cash flows impact our depletion and impairment calculations. As a result, adjustments to depletion and impairment are made concurrently with changes to reserves estimates. We prepare our reserves estimates, and the projected cash flows derived from these reserves estimates, in accordance with SEC guidelines. Our


independent third party engineering firm adheres to the same guidelines when auditing our reserve reports. The accuracy of our reserves estimates is a function of many factors including the following: the quality and quantity of available data, the
52


interpretation of that data, the accuracy of various mandated economic assumptions and the judgments of the individuals preparing the reserves estimates.


The process of estimating oil and natural gas reserves is very complex, requiring significant decisions in the evaluation of all available geological, geophysical, engineering and economic data. The data for a given field may also change substantially over time as a result of numerous factors, including additional development activity, evolving production history and continued reassessment of the viability of production under varying economic conditions. As a result, material revisions to existing reserves estimates may occur from time to time. Although every reasonable effort is made to ensure that the reported reserves estimates represent the most accurate assessments possible, the subjective decisions and variances in available data for various fields make these estimates generally less precise than other estimates included in our financial statements. As such, reserves estimates may materially vary from the ultimate quantities of oil and natural gas eventually recovered.


Please refer to the reserve disclosures in "Items“Items 1 and 2 - Business and Properties"Properties” for further detail on reserves data.


Revenue Recognition


All of our sales of oil, gas and NGLs are made under contracts with customers, whereby revenues are recognized when we satisfy our performance obligations and the customer obtains control of the product. Performance obligations under our contracts with customers are typically satisfied at a point-in-time through monthly delivery of oil, gas and/or NGLs. Accordingly, at the end of the reporting period, we do not have any unsatisfied performance obligations. Our contracts with customers typically include variable consideration based on monthly pricing tied to local indices and volumes delivered in the current month. The nature of our contracts with customers do not require us to constrain variable consideration for accounting purposes. Our contracts with customers typically require payment within one month of delivery.


Under our contracts with customers, natural gas and its components, including NGLs, are either sold to a midstream entity (which processes the natural gas and subsequently sells the resulting residue gas and NGLs) or are sold to a gas or NGL purchaser after being processed by a third party for a fee. Regardless of the contract structure type, the terms of these contracts compensate us for the value of the residue gas and NGLs at current market prices for each product. Our oil is sold to multiple oil purchasers at specific delivery points at or near the wellhead. All costs incurred to gather, transport and/or process our oil, gas and NGLs after control has transferred to the customer are considered components of the consideration received from the customer and thus recorded in oil, gas and NGL production revenues in the Consolidated Statements of Operations. All costs incurred prior to the transfer of control to the customer are included in gathering, transportation and processing expense in the Consolidated Statements of Operations.


Gas imbalances from the sale of natural gas are recorded on the basis of gas actually sold by us. If our aggregate sales volumes for a well are greater (or less) than itsour proportionate share of production from the well, a liability (or receivable) is established to the extent there are insufficient proved reserves available to make-upmake up the overproduced (or underproduced) imbalance. Imbalances have not been significant in the periods presented.


Income Taxes and Uncertain Tax Positions


Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently payable plus deferred income taxes related to certain income and expenses recognized in different periods for financial and income tax reporting purposes. Deferred income tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when assets are recovered or liabilities are settled. Deferred income taxes are also recognized for net operating loss carry forwards and tax credits that are available to offset future income taxes. Deferred income taxes are measured by applying currently enacted tax rates to the differences between financial statement and income tax reporting. We routinely assess the realizability of our deferred tax assets. If we conclude that it is more likely than not that some portion or all of the deferred tax assets will not be realized under accounting standards, the tax asset would be reduced by a valuation allowance. We consider estimated future taxable income in making such assessments, including the future reversal of taxable temporary differences. Numerous judgments and assumptions are inherent in the determination of future taxable income, including factors such as future operating conditions (particularly as related to prevailing oil and natural gas prices). There can be no assurance that facts and circumstances will not materially change and require us to adjust deferred tax asset valuation allowances in the future.


Accounting guidance for recognizing and measuring uncertain tax positions prescribes a more likely than not recognition threshold that a tax position must meet for any of the benefit of the uncertain tax position to be recognized in the financial


statements. Guidance is also provided regarding de-recognition, classification and disclosure of these uncertain tax positions. Based on this guidance, we regularly analyze tax positions taken or expected to be taken in a tax return based on the threshold
53


prescribed. Tax positions that do not meet or exceed this threshold are considered uncertain tax positions. Penalties, if any, related to uncertain tax positions would be recorded in other expenses. We currently do not have any uncertain tax positions recorded as of December 31, 2018.2020.


We are subject to taxation in many jurisdictions, and the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in various taxing jurisdictions. If we ultimately determine that the payment of these liabilities will be unnecessary, we reverse the liability and recognize a tax benefit during the period in which we determine the liability no longer applies. Conversely, we record additional tax charges in a period in which we determine that a recorded tax liability is less than we expect the ultimate assessment to be. See "Results“Results of Operations- Income Tax (Expense) Benefit"Benefit” above for a discussion of changes to the valuation allowance during 2018.2020.


New Accounting Pronouncements


For further information on the effects of recently adopted accounting pronouncements and the potential effects of new accounting pronouncements, refer to the Summary of Significant Accounting Policies (inin Note 2)2 of the Notesnotes to Consolidated Financial Statements.the consolidated financial statements.


Item 7A. Quantitative and Qualitative Disclosures about Market Risk.


The primary objective of the following information is to provide forward-looking quantitative and qualitative information about our potential exposure to market risks. The term "market risk"“market risk” refers to the risk of loss arising from adverse changes in oil, natural gas and NGL prices and interest rates. The disclosures are not meant to be precise indicators of expected future losses, but rather indicators of reasonably possible losses. This forward-looking information provides indicators of how we view and manage our ongoing market risk exposures. All of our market risk sensitive instruments were entered into for purposes other than speculative trading.


Commodity Price Risk


Our primary market risk exposure is to the prices we receive for our production. Commodity pricing is primarily driven by the prevailing worldwide price for crude oil and spot regional market prices applicable to our U.S. natural gas production. Pricing for oil, natural gas and NGLs has been volatile and unpredictable for several years, and we expect this volatility to continue in the future. The prices we receive for future 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. Based on our average daily production and our derivative contracts in place for the year ended December 31, 2018,2020, our income before taxes would have decreased by approximately $1.2$0.3 million for each $1.00$5.00 per barrel decrease in crude oil prices, $1.1 million for each $0.10 decrease per MMBtu in natural gas prices and $1.6$2.2 million for each $1.00 per barrel decrease in NGL prices.


We routinely enter into commodity hedges relating to a portion of our projected production revenue through various financial transactions that hedge future prices received. These transactions may include financial price swaps, whereby we willswaptions or cashless collars. A swap allows us to receive a fixed price for our production and pay a variable market price to the contract counterparty. A swaption allows the counterparty, on a specific date, to extend an existing fixed-price swap for a certain period of time or to increase the notional volumes of an existing fixed-price swap. A cashless collar establishes a floor and a ceiling price, which allows us to receive the difference between the floor price and the variable market price if the variable market price is below the floor price. However, we will pay the difference between the ceiling price and the variable market price if the variable market price is above the ceiling. No amounts are paid or received if the variable market price is between the floor and ceiling prices. We have also entered into crude oil swaps to fix the differential in pricing between the NYMEX WTI calendar month average and the physical crude delivery month price (“oil roll swaps”). These commodity hedging activities are intended to support oil, natural gas and NGL prices at targeted levels that provide an acceptable rate of return and to manage our exposure to oil, natural gas and NGL price fluctuations. We do not enter into any market risk sensitive instruments for trading purposes.


As of February 21, 2019,4, 2021, we have swap contracts related to oil and natural gas volumesswaption contracts in place to hedge the following volumes for the following periods indicated. Further detail of these hedges is summarized in the table presented under "Item“Item 7. Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations— Capital Resources and Liquidity— Commodity Hedging Activities"Activities”.


54

Table of Contents
For the Year 2021For the Year 2022
For the Year 2019 For the Year 2020Derivative
Volumes
Weighted Average
Price
Derivative
Volumes
Weighted Average
Price
Derivative
Volumes
 Weighted Average
Price
 Derivative
Volumes
 Weighted Average
Price
SwapsSwaps
Oil (Bbls)6,184,184
 $58.88
 3,292,000
 $59.77
Oil (Bbls)3,098,000 $54.30 365,000 $50.15 
Natural Gas (MMbtu)3,050,000
 2.46
 
 
Natural Gas (MMbtu)5,790,000 2.13 3,650,000 2.13 
Oil Roll Swaps (1)
Oil Roll Swaps (1)
Oil (Bbls)Oil (Bbls)1,554,500 0.14 730,000 0.22 
Swaptions (2)
Swaptions (2)
Oil (Bbls)Oil (Bbls)— — 1,092,000 55.08 



(1)These contracts establish a fixed amount for the differential between the NYMEX WTI calendar month average and the physical crude oil delivery month price. The weighted average differential represents the amount of reduction to NYMEX WTI prices for the notional volumes covered by the swap contracts.
(2)These swaptions may become effective fixed-price swaps at the counterparty’s election on December 31, 2021.

As of February 21, 2019, we have4, 2021, the Company had cashless collars related to oil volumes in place to hedge the following volumes for the following periods indicated:

For the Year 2021
Derivative VolumesWeighted Average FloorWeighted Average Ceiling
Cahless Collars
Natural Gas (MMbtu)1,800,000 $2.00 $4.25 

 For the Year 2019
 Derivative Volumes Weighted Average Floor Price Weighted Average Ceiling Price
Oil (Bbls)552,000
 $55.00
 $77.56
Natural Gas (MMbtu)225,000
 3.25
 4.45

Item 8. Financial Statements and Supplementary Data.


The information required by this item is included below in "Item“Item 15. Exhibits, Financial Statement Schedules"Schedules”.


Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.


None.


Item 9A. Controls and Procedures.


Evaluation of Disclosure Controls and Procedures. As of December 31, 2018,2020, we carried out an evaluation, under the supervision and with the participation of management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15 and 15d-15 of the Exchange Act. Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective as of December 31, 2018.2020.


Management'sManagement’s Report on Internal Control Over Financial Reporting. Our management is responsible for establishing and maintaining internal control over financial reporting. Our internal control over financial reporting is a process designed under the supervision of our principal executive officer and principal financial officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.


Management has assessed the effectiveness of our internal control over financial reporting. In making this assessment, it used the criteria set forth by the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our assessment we have concluded that, as of December 31, 2018,2020, our internal control over financial reporting is effective.


Our independent registered public accounting firm has issued an attestation report on our internal control over financial reporting. That report is set forth below.

Changes in Internal Controls. There was no change in our internal control over financial reporting during the fourth fiscal quarter of 20182020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.




55
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors of
HighPoint Resources Corporation

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of HighPoint Resources Corporation and subsidiary (the "Company") (formerly Bill Barrett Corporation) as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2018, of the Company and our report dated February 26, 2019, expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


/s/ Deloitte & Touche LLP

Denver, Colorado
February 26, 2019



Item 9B. Other Information.


None.Paul W. Geiger, Chief Operating Officer of the Company, has left the Company effective as of February 23, 2021 (the “Effective Date”). Mr. Geiger’s separation is not the result of any disagreement with the Company. Pursuant to a compensation agreement dated as of October 9, 2020, Mr. Geiger was paid $1,731,490, subject to clawback of the after-tax amount of the payment in the event of certain terminations of employment, including a voluntary resignation. In connection with Mr. Geiger’s separation, Mr. Geiger will be required to repay $79,002 to the Company, and the Board of Directors of the Company has taken action to waive the remaining clawback obligation, subject to his execution and non-revocation of a general release of claims in favor of the Company.


On the Effective Date, R. Scot Woodall, the Company’s Chief Executive Officer and President, will serve as the Company’s principal operating officer. Mr. Woodall, age 59, has served as the Company’s Chief Executive Officer and President since January 2013. Mr. Woodall has served in various positions of increasing responsibility since joining the Company’s predecessor, Bill Barrett Corporation, in 2007. No new compensatory arrangements will be entered into with Mr. Woodall in connection with his appointment as the Company’s principal operating officer.

PART III


Item 10. Directors, Executive Officers and Corporate Governance.


The information required by this item will be includedincorporated by reference in an amendment to this Form 10-K or ina future filing with the "Directors and Executive Officers" section, the "Section 16(a) Beneficial Ownership Reporting Compliance" section, the "Code of Business Conduct and Ethics" section and the "Corporate Governance" section of the proxy statement for the 2019 annual meeting of stockholders, in either case, to be filedSEC within 120 days after December 31, 2018, and is incorporated by reference to this report.2020.


Item 11. Executive Compensation.


The information required by this item will be includedincorporated by reference in an amendment to this Form 10-K or ina future filing with the "Executive Compensation" section and the "Director Compensation" section of the proxy statement for the 2019 annual meeting of stockholders, in either case, to be filedSEC within 120 days after December 31, 2018, and is incorporated by reference to this report.2020.


Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.


Information regarding beneficial ownershipThe information required by this item will be includedincorporated by reference in an amendment to this Form 10-K or ina future filing with the "Beneficial Owners of Securities" section of the proxy statement for the 2019 annual meeting of stockholders, in either case, to be filedSEC within 120 days after December 31, 2018, and is incorporated by reference to this report.2020.


Equity Compensation Plan Information


The following table provides aggregate information presented as of December 31, 20182020 with respect to all compensation plans under which equity securities are authorized for issuance.


  (a) (b) (c)
Plan Category 
Number of Securities
to be Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights
 
Weighted Averaged
Exercise Price of
Outstanding
Options, Warrants
and Rights (1)
 
Number of Securities
Remaining Available
for Future Issuance
(Excluding Securities
Reflected in Column (a))
Equity compensation plans approved by shareholders 126,843
 $27.25
 4,565,902
Equity compensation plans not approved by shareholders 
 
 
Total 126,843
 $27.25
 4,565,902

(1)The weighted average exercise price relates (a)(b)(c)
Plan CategoryNumber of Securities
to the 126,843 outstanding options includedbe Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights
Weighted Averaged
Exercise Price of
Outstanding
Options, Warrants
and Rights
Number of Securities
Remaining Available
for Future Issuance
(Excluding Securities
Reflected
in columnColumn (a).)
Equity compensation plans approved by shareholders— $— 232,311 
Equity compensation plans not approved by shareholders— — — 
Total— $— 232,311 


Item 13. Certain Relationships and Related Transactions and Director Independence.


The information required by this item will be includedincorporated by reference in an amendment to this Form 10-K or ina future filing with the "Approval of Related Party Transactions" section and the "Corporate Governance" section of the proxy statement for the 2019 annual meeting of stockholders, in either case, to be filedSEC within 120 days after December 31, 2018, and is incorporated by reference to this report.2020.


Item 14. Principal Accounting Fees and Services.


The information required by this item will be includedincorporated by reference in an amendment to this Form 10-K or ina future filing with the "Fees to Independent Auditors" section of the proxy statement for the 2019 annual meeting of stockholders, in either case, to be filedSEC within 120 days after December 31, 2018, and is incorporated by reference to this report.2020.




56


PART IV


Item 15. Exhibits, Financial Statement Schedules.


(a)(1) and (a)(2) Financial Statements and Financial Statement Schedules.
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 20182020 and 20172019
Consolidated Statements of Operations for the years ended December 31, 2018, 20172020, 2019 and 20162018
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2018, 2017 and 2016
Consolidated Statements of Cash Flows for the years ended December 31, 2018, 20172020, 2019 and 20162018
Consolidated Statements of Stockholders' Equity (Deficit) for the years ended December 31, 2018, 20172020, 2019 and 20162018
Notes to Consolidated Financial Statements


All schedules are omitted because the required information is not applicable or is not present in amounts sufficient to require submission of the schedule or because the information required is included in the Consolidated Financial Statements and Notes thereto.


(a)(3) Exhibits.


Exhibit

Number
Description of Exhibits
2.1
3.12.2
3.1
3.23.1.1
3.2
4.14.1.1
4.1.2
4.2
4.2.1
57


4.2.2Exhibit
Number
Description of Exhibits
4.2.2
4.2.3


Exhibit
Number
4.3
Description of Exhibits
4.3
4.3.1
4.3.2
10.1
10.2+10.1.1
10.1.2
10.1.3
10.2+
10.3+
10.4+
10.5(a)+
10.5(b)+*10.3.1+
58


10.6+Exhibit
Number
Description of Exhibits
10.3.2+
10.4+
10.7+10.5+
10.6+
10.7+
10.8+
10.8+10.9+
10.910.10
10.10.1
10.10+10.10.2
10.11+


Exhibit
Number
10.11+
Description of Exhibits
10.12+
21.1*10.12+*
10.13
10.14
21*
23.1*22*
59


Exhibit
Number
Description of Exhibits
23.1*
23.2*
31.1*
31.2*
32**
99.1*
99.2*101.INS
101.INSXBRL Instance Document (The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.)
101.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document

+104Cover Page Interactive Data File (embedded within the Inline XBRL document).

+Indicates a management contract or compensatory plan or arrangement, as required by Item 15(a)(3).
*Filed herewith.
**Furnished herewith.



60


SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


HIGHPOINT RESOURCES CORPORATION
Date:February 24, 2021HIGHPOINT RESOURCES CORPORATION
By:
Date:February 26, 2019By:/s/ R. Scot Woodall
R. Scot Woodall
Chief Executive Officer and President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
SignatureTitleDate
/s/ R. Scot Woodall
Chief Executive Officer, President
and Director
(Principal Executive Officer)
February 26, 201924, 2021
R. Scot Woodall
/s/ William M. Crawford
Chief Financial Officer

(Principal Financial Officer)
February 26, 2019
William M. Crawford
/s/ David R. Macosko
Senior Vice President— Accounting

(Principal Accounting Officer)
February 26, 201924, 2021
David R. MacoskoWilliam M. Crawford
/s/ Jim W. MoggDirectorFebruary 26, 201924, 2021
Jim W. Mogg
/s/ Mark S. BergDirectorFebruary 26, 2019
Mark S. Berg
/s/ Scott A. GieselmanDirectorFebruary 26, 201924, 2021
Scott A. Gieselman
/s/ Craig S. GlickDirectorFebruary 26, 201924, 2021
Craig S. Glick
/s/ Andrew C. KiddDirectorFebruary 26, 201924, 2021
Andrew C. Kidd
/s/ Lori A. LancasterDirectorFebruary 26, 201924, 2021
Lori A. Lancaster
/s/ William F. OwensDirectorFebruary 26, 2019
William F. Owens
/s/ Edmund P. Segner, IIIDirectorFebruary 26, 201924, 2021
Edmund P. Segner, III
/s/ Michael R. StarzerDirectorFebruary 26, 2019
Michael R. Starzer
/s/ Randy I. SteinDirectorFebruary 26, 201924, 2021
Randy I. Stein
/s/ Michael E. WileyDirectorFebruary 26, 2019
Michael E. Wiley


61

Table of Contents
FINANCIAL STATEMENTS


INDEX TO FINANCIAL STATEMENTS


HighPoint Resources Corporation
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 20182020 and 20172019
Consolidated Statements of Operations for the years ended December 31, 2018, 20172020, 2019 and 20162018
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2018, 2017 and 2016
Consolidated Statements of Cash Flows for the years ended December 31, 2018, 20172020, 2019 and 20162018
Consolidated Statements of Stockholders' Equity (Deficit) for the years ended December 31, 2018, 20172020, 2019 and 20162018
Notes to Consolidated Financial Statements



62

Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the shareholders and Board of Directors of
HighPoint Resources Corporation

Denver, Colorado

Opinion on the Financial Statements


We have audited the accompanying consolidated balance sheets of HighPoint Resources Corporation and subsidiarysubsidiaries (the Company)“Company”) (formerly Bill Barrett Corporation) as of December 31, 20182020 and 2017,2019, the related consolidated statements of operations, comprehensive income (loss)stockholders’ equity (deficit), stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2018,2020, and the related notes (collectively referred to as the "financial statements"“financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 20182020 and 2017,2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018,2020, in conformity with accounting principles generally accepted in the United States of America.


WeGoing Concern

The accompanying financial statements have also audited,been prepared assuming that the Company will continue as a going concern. As discussed in accordanceNote 2 to the financial statements, the Company projects it will not maintain compliance with a financial covenant requirement of its Revolving Credit Facility during the standardsnext twelve months, which would lead to an acceleration of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2018, based on the criteria established in the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizationsmaturity of the Treadway Commission and our report dated February 26, 2019, expressed an unqualified opinionCompany’s debt obligations. The Company does not have sufficient cash on hand or available liquidity that can be utilized to repay such debt obligations, which raises substantial doubt about the Company's internal control overCompany’s ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial reporting.statements do not include any adjustments that might result from the outcome of this uncertainty.


Basis for Opinion


These financial statements are the responsibility of the Company'sCompany’s management. Our responsibility is to express an opinion on the Company'sCompany’s financial statements based on our audits. We are a public accounting firm registered with the PCAOBPublic Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.


We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.



Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

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Proved oil and gas properties — Oil and Gas Reserves - Refer to Note 2 to the financial statements

Critical Audit Matter Description

The Company’s proved oil and gas properties are depleted on a field-by-field basis using the units of production method and evaluated for impairment whenever events and circumstances indicate that a decline in the recoverability of their carrying value may have occurred, by comparing the carrying amount of the proved oil and gas properties to the undiscounted future net cash flows, derived in part from the underlying oil and gas reserves. The development of the Company’s proved oil and gas reserve quantities and the related future net cash flows used to evaluate proved oil and gas properties for impairment requires management to make significant estimates and assumptions related to calculating the best estimate of future production. The Company engages an independent reserve engineer to audit the estimates, assumptions and engineering data used to develop the best estimate of future production. Changes in these estimates, assumptions or engineering data could have a significant impact on the depletion calculations and proved property impairment evaluations. The proved oil and gas properties balance was $0.5 billion as of December 31, 2020, net of accumulated depletion and impairment. Impairment expense and depletion expense for proved oil and gas properties were $1.2 billion and $0.1 billion, respectively, for the year then ended.

Given the significant judgments made by management, performing audit procedures to evaluate the Company’s proved reserves and the related expected undiscounted future net cash flows, including management’s estimates and assumptions related to the best estimate of future production, required a high degree of auditor judgment and an increased extent of effort.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to management’s significant judgments and assumptions related to oil and gas reserve quantities and estimates of the future net cash flows, included the following, among others:

We tested the operating effectiveness of controls related to the Company’s estimation of proved reserves and the related expected undiscounted future net cash flows.

We evaluated the Company’s best estimate of future production by:

Comparing the Company’s best estimate of future production to historical production volumes

Comparing the Company’s best estimate of future production to those independently developed by the independent reserve engineer

Assessing the reasonableness of the production volume decline curves by comparing to historical decline curve estimates

We evaluated the experience, qualifications and objectivity of management’s expert, an independent reserve engineering firm.

Proved oil and natural gas properties – Impairment and Abandonment Expense - Refer to Note 2 to the financial statements

Critical Audit Matter Description

The Company compares the estimated undiscounted future net cash flows of its oil and gas properties to the carrying amount of the proved oil and gas properties to determine if the carrying amount is recoverable. If the carrying amount of the proved oil and gas properties exceeds the undiscounted future net cash flows, the Company will impair the carrying value to fair value. The fair value is estimated by using either a market approach based on recent sales prices of comparable properties and/or indications from marketing activities or by using the income valuation technique, which involves calculating the present value of future net cash flows.

During the three months ended March 31, 2020, the Company's proved oil and gas properties with a carrying value of $1.7 billion were reduced to a fair value of $0.5 billion, resulting in an impairment of $1.2 billion which was included in impairment and abandonment expense within the consolidated statement of operations. Management estimated the fair value of the proved developed producing reserves using the income valuation technique. The income valuation technique involves the application of a discount rate commensurate with the risk and current market conditions associated with realizing the projected cash flows.

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Given the Company’s use of an income valuation technique in estimating the fair value of proved developed producing reserves, which requires management to apply significant judgment in developing an estimate of an appropriate discount rate, auditing management’s selection of a discount rate required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the selection of the discount rate applied to estimated future net cash flows from proved oil and gas properties included the following, among others:

With the assistance of our fair value specialists, we evaluated the reasonableness of the discount rate by:

Evaluating the appropriateness of the mathematical model used to develop the discount rate

Evaluating the guideline public companies selected by management and used in the selection of the discount rate considering the comparability of operations to the Company

Comparing the selected discount rate to published discount rate estimates for the industry/asset type

Developing a range of independent estimates of the discount rate by independently obtaining information to estimate components of the discount rate, including the cost of debt capital, the cost of equity capital, and debt-to-equity ratio

Comparing the discount rate selected by management with the range of independent estimates

Recomputing the mathematical accuracy of the calculation of the discount rate


/s/ Deloitte & Touche LLP


Denver, Colorado
February 26, 201924, 2021


We have served as the Company'sCompany’s auditor since 2003.



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HIGHPOINT RESOURCES CORPORATION


CONSOLIDATED BALANCE SHEETS


As of December 31,As of December 31,
2018 201720202019
(in thousands, except share data) (in thousands, except share data)
Assets:   Assets:
Current assets:   Current assets:
Cash and cash equivalents$32,774
 $314,466
Cash and cash equivalents$24,709 $16,449 
Accounts receivable, net of allowance for doubtful accounts72,943
 51,415
Accounts receivable, net of allowanceAccounts receivable, net of allowance38,294 62,120 
Derivative assets81,166
 
Derivative assets18,477 3,916 
Prepayments and other current assets2,898
 1,782
Prepayments and other current assets8,748 3,952 
Total current assets189,781
 367,663
Total current assets90,228 86,437 
Property and equipment - at cost, successful efforts method for oil and gas properties:
Property and equipment — at cost, successful efforts method for oil and gas properties:Property and equipment — at cost, successful efforts method for oil and gas properties:
Proved oil and gas properties2,195,310
 1,361,168
Proved oil and gas properties2,763,968 2,644,129 
Unproved oil and gas properties, excluded from amortization468,208
 84,676
Unproved oil and gas properties, excluded from amortization212,550 357,793 
Furniture, equipment and other20,662
 17,899
Furniture, equipment and other30,403 29,804 
2,684,180
 1,463,743
3,006,921 3,031,726 
Accumulated depreciation, depletion, amortization and impairment(654,657) (444,863)Accumulated depreciation, depletion, amortization and impairment(2,282,740)(967,552)
Total property and equipment, net2,029,523
 1,018,880
Total property and equipment, net724,181 2,064,174 
Derivative assets27,289
 
Deferred financing costs and other noncurrent assets5,867
 4,163
Other noncurrent assetsOther noncurrent assets12,228 5,441 
Total$2,252,460
 $1,390,706
Total$826,637 $2,156,052 
Liabilities and Stockholders' Equity:   Liabilities and Stockholders' Equity:
Current liabilities:   Current liabilities:
Accounts payable and accrued liabilities$131,379
 $84,055
Accounts payable and accrued liabilities$31,920 $71,638 
Amounts payable to oil and gas property owners55,792
 16,594
Amounts payable to oil and gas property owners28,616 37,922 
Production taxes payable59,155
 26,876
Production taxes payable22,221 61,507 
Derivative liabilities
 20,940
Derivative liabilities1,414 4,411 
Current portion of long-term debt1,859
 469
Total current liabilities248,185
 148,934
Total current liabilities84,171 175,478 
Long-term debt, net of debt issuance costs617,387
 617,744
Long-term debt, net of debt issuance costs760,434 758,911 
Asset retirement obligations27,330
 16,097
Asset retirement obligations24,825 23,491 
Deferred income taxes139,534
 
Deferred income taxes1,556 97,418 
Derivatives and other noncurrent liabilities7,926
 9,377
Commitments and contingencies (Note 13)

 

Stockholders' equity:   
Common stock, $0.001 par value; authorized 400,000,000 and 300,000,000 shares at December 31, 2018 and 2017 respectively; 212,477,101 and 110,363,539 shares issued and outstanding at December 31, 2018 and 2017, respectively, with 2,912,166 and 1,394,868 shares subject to restrictions, respectively210
 109
Other noncurrent liabilitiesOther noncurrent liabilities32,334 17,436 
Commitments and contingencies (Note 14)Commitments and contingencies (Note 14)00
Stockholders’ equity:Stockholders’ equity:
Common stock, 0.001 par value; authorized 8,000,000 shares; 4,305,075 and 4,273,391 shares issued and outstanding at December 31, 2020 and 2019, respectively, with 58,668 and 59,369 shares subject to restrictions, respectivelyCommon stock, 0.001 par value; authorized 8,000,000 shares; 4,305,075 and 4,273,391 shares issued and outstanding at December 31, 2020 and 2019, respectively, with 58,668 and 59,369 shares subject to restrictions, respectively
Additional paid-in capital1,771,730
 1,279,507
Additional paid-in capital1,781,966 1,777,986 
Retained earnings (accumulated deficit)(559,842) (681,062)
Treasury stock, at cost: zero shares at December 31, 2018 and 2017
 
Total stockholders' equity1,212,098
 598,554
Accumulated deficitAccumulated deficit(1,858,653)(694,672)
Treasury stock, at cost: 0 shares at December 31, 2020 and 2019Treasury stock, at cost: 0 shares at December 31, 2020 and 2019
Total stockholders’ equity (deficit)Total stockholders’ equity (deficit)(76,683)1,083,318 
Total$2,252,460
 $1,390,706
Total$826,637 $2,156,052 
See notes to Consolidated Financial Statements.

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HIGHPOINT RESOURCES CORPORATION


CONSOLIDATED STATEMENTS OF OPERATIONS
 
Year Ended December 31, Year Ended December 31,
2018 2017 2016 202020192018
(in thousands, except share and per
share data)
(in thousands, except share and per
share data)
Operating Revenues:     Operating Revenues:
Oil, gas and NGL production$452,917
 $251,215
 $178,328
Oil, gas and NGL production$249,192 $452,274 $452,917 
Other operating revenues, net100
 1,624
 491
Other operating revenues, net1,155 385 100 
Total operating revenues453,017
 252,839
 178,819
Total operating revenues250,347 452,659 453,017 
Operating Expenses:     Operating Expenses:
Lease operating expense27,850
 24,223
 27,886
Lease operating expense32,548 37,796 27,850 
Gathering, transportation and processing expense4,644
 2,615
 2,365
Gathering, transportation and processing expense18,467 10,685 4,644 
Production tax expense36,762
 14,476
 10,638
Production tax expense(630)23,541 36,762 
Exploration expense70
 83
 83
Exploration expense192 143 70 
Impairment, dry hole costs and abandonment expense719
 49,553
 4,249
(Gain) loss on sale of properties1,046
 (92) 1,078
Impairment and abandonment expenseImpairment and abandonment expense1,285,085 9,642 719 
Loss on sale of propertiesLoss on sale of properties4,777 2,901 1,046 
Depreciation, depletion and amortization228,480
 159,964
 171,641
Depreciation, depletion and amortization148,995 321,276 228,480 
Unused commitments18,187
 18,231
 18,272
Unused commitments18,807 17,706 18,187 
General and administrative expense45,130
 42,476
 42,169
General and administrative expense43,167 44,759 45,130 
Merger transaction expense7,991
 8,749
 
Merger transaction expense25,891 4,492 7,991 
Other operating expenses, net1,273
 (1,514) (316)
Other operating expenses (income), netOther operating expenses (income), net(544)402 1,273 
Total operating expenses372,152
 318,764
 278,065
Total operating expenses1,576,755 473,343 372,152 
Operating Income (Loss)80,865
 (65,925) (99,246)Operating Income (Loss)(1,326,408)(20,684)80,865 
Other Income and Expense:     Other Income and Expense:
Interest and other income1,793
 1,359
 235
Interest and other income449 791 1,793 
Interest expense(52,703) (57,710) (59,373)Interest expense(58,809)(58,100)(52,703)
Commodity derivative gain (loss)93,349
 (9,112) (20,720)Commodity derivative gain (loss)124,925 (98,953)93,349 
Gain (loss) on extinguishment of debt(257) (8,239) 8,726
Loss on extinguishment of debtLoss on extinguishment of debt(257)
Total other income (expense)42,182
 (73,702) (71,132)Total other income (expense)66,565 (156,262)42,182 
Income (Loss) before Income Taxes123,047
 (139,627) (170,378)Income (Loss) before Income Taxes(1,259,843)(176,946)123,047 
(Provision for) Benefit from Income Taxes(1,827) 1,402
 
(Provision for) Benefit from Income Taxes95,862 42,116 (1,827)
Net Income (Loss)$121,220
 $(138,225) $(170,378)Net Income (Loss)$(1,163,981)$(134,830)$121,220 
Net Income (Loss) Per Common Share, Basic$0.64
 $(1.80) $(3.08)Net Income (Loss) Per Common Share, Basic$(274.65)$(32.04)$32.19 
Net Income (Loss) Per Common Share, Diluted$0.64
 $(1.80) $(3.08)Net Income (Loss) Per Common Share, Diluted$(274.65)$(32.04)$32.03 
Weighted Average Common Shares Outstanding, Basic188,299,074
 76,858,815
 55,384,020
Weighted Average Common Shares Outstanding, Basic4,238,180 4,207,833 3,765,981 
Weighted Average Common Shares Outstanding, Diluted189,241,036
 76,858,815
 55,384,020
Weighted Average Common Shares Outstanding, Diluted4,238,180 4,207,833 3,784,821 
See notes to Consolidated Financial Statements.

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HIGHPOINT RESOURCES CORPORATION


CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)CASH FLOWS
 
 Year Ended December 31,
 2018 2017 2016
 (in thousands)
Net Income (Loss)$121,220
 $(138,225) $(170,378)
Other comprehensive income (loss)
 
 
Comprehensive Income (Loss)$121,220
 $(138,225) $(170,378)
 Year Ended December 31,
 202020192018
 (in thousands)
Operating Activities:
Net Income (Loss)$(1,163,981)$(134,830)$121,220 
Adjustments to reconcile to net cash provided by operations:
Depreciation, depletion and amortization148,995 321,276 228,480 
Deferred income taxes(95,862)(42,116)1,827 
Impairment and abandonment expense1,285,085 9,642 719 
Commodity derivative (gain) loss(124,925)98,953 (93,349)
Settlements of commodity derivatives109,583 10,667 (47,587)
Stock compensation and other non-cash charges3,821 11,306 8,337 
Amortization of deferred financing costs3,936 2,556 2,365 
Loss on extinguishment of debt257 
Loss on sale of properties4,777 2,901 1,046 
Change in operating assets and liabilities:
Accounts receivable16,890 10,795 (13,697)
Prepayments and other assets(5,324)(27)(793)
Accounts payable, accrued and other liabilities(21,320)3,030 (40,324)
Amounts payable to oil and gas property owners(9,306)(17,870)34,499 
Production taxes payable(23,407)2,352 28,441 
Net cash provided by operating activities128,962 278,635 231,441 
Investing Activities:
Additions to oil and gas properties, including acquisitions(122,857)(426,416)(453,616)
Additions of furniture, equipment and other(931)(4,662)(853)
Repayment of debt associated with 2018 Merger, net of cash acquired(53,357)
Proceeds from sale of properties2,765 1,334 (221)
Other investing activities1,164 (1,612)364 
Net cash used in investing activities(119,859)(431,356)(507,683)
Financing Activities:
Proceeds from debt120,000 222,000 
Principal payments on debt(120,000)(83,859)(469)
Other financing activities(843)(1,745)(4,981)
Net cash provided by (used in) financing activities(843)136,396 (5,450)
Increase (Decrease) in Cash and Cash Equivalents8,260 (16,325)(281,692)
Beginning Cash and Cash Equivalents16,449 32,774 314,466 
Ending Cash and Cash Equivalents$24,709 $16,449 $32,774 
See notes to Consolidated Financial Statements.

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HIGHPOINT RESOURCES CORPORATION


CONSOLIDATED STATEMENTS OF CASH FLOWSSTOCKHOLDERS’ EQUITY (DEFICIT)
(In thousands)
 
 Year Ended December 31,
 2018 2017 2016
 (in thousands)
Operating Activities:     
Net Income (Loss)$121,220
 $(138,225) $(170,378)
Adjustments to reconcile to net cash provided by operations:     
Depreciation, depletion and amortization228,480
 159,964
 171,641
Deferred income taxes1,827
 
 
Impairment, dry hole costs and abandonment expense719
 49,553
 4,249
Commodity derivative (gain) loss(93,349) 9,112
 20,720
Settlements of commodity derivatives(47,587) 19,099
 95,598
Stock compensation and other non-cash charges8,337
 6,596
 8,982
Amortization of deferred financing costs2,365
 2,194
 2,834
(Gain) loss on extinguishment of debt257
 8,239
 (8,726)
(Gain) loss on sale of properties1,046
 (92) 1,078
Change in operating assets and liabilities:     
Accounts receivable(13,697) (18,578) 10,624
Prepayments and other assets(793) (1,848) 350
Accounts payable, accrued and other liabilities(40,324) 11,690
 (2,893)
Amounts payable to oil and gas property owners34,499
 10,402
 (9,465)
Production taxes payable28,441
 3,884
 (2,878)
Net cash provided by (used in) operating activities231,441
 121,990
 121,736
Investing Activities:     
Additions to oil and gas properties, including acquisitions(453,616) (239,631) (106,870)
Additions of furniture, equipment and other(853) (926) (1,195)
Repayment of debt associated with merger, net of cash acquired(53,357) 
 
Proceeds from sale of properties and other investing activities143
 101,546
 24,927
Net cash provided by (used in) investing activities(507,683) (139,011) (83,138)
Financing Activities:     
Proceeds from debt
 275,000
 
Principal and redemption premium payments on debt(469) (322,343) (440)
Proceeds from sale of common stock, net of offering costs1
 110,710
 110,003
Deferred financing costs and other(4,982) (7,721) (1,156)
Net cash provided by (used in) financing activities(5,450) 55,646
 108,407
Increase (Decrease) in Cash and Cash Equivalents(281,692) 38,625
 147,005
Beginning Cash and Cash Equivalents314,466
 275,841
 128,836
Ending Cash and Cash Equivalents$32,774
 $314,466
 $275,841
Common
Stock
Additional
Paid-In
Capital


Accumulated
Deficit
Treasury
Stock
Total
Stockholders’
Equity (Deficit)
Balance at January 1, 2018$$1,279,614 $(681,062)$$598,554 
Restricted stock activity and shares exchanged for tax withholding— (1,535)(1,534)
Stock-based compensation (1)
— 9,858 — — 9,858 
Retirement of treasury stock— (1,535)— 1,535 
Issuance of common stock, 2018 Merger483,998 — — 484,000 
Net income (loss)— — 121,220 — 121,220 
Balance at December 31, 20181,771,936 (559,842)1,212,098 
Restricted stock activity and shares exchanged for tax withholding— (1,729)(1,728)
Stock-based compensation— 7,778 — — 7,778 
Retirement of treasury stock— (1,729)— 1,729 
Net income (loss)— — (134,830)— (134,830)
Balance at December 31, 20191,777,986 (694,672)1,083,318 
Restricted stock activity and shares exchanged for tax withholding— (669)(669)
Stock-based compensation— 4,649 — — 4,649 
Retirement of treasury stock— (669)— 669 
Net income (loss)— — (1,163,981)— (1,163,981)
Balance at December 31, 2020$$1,781,966 $(1,858,653)$$(76,683)
See notes to Consolidated Financial Statements.


(1)Includes the modification of the 2016 Program and 2017 Program from performance-based liability awards to service-based equity awards. See Note 11 for additional information.
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HIGHPOINT RESOURCES CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands)
 
Common
Stock
 
Additional
Paid-In
Capital
 
Retained
Earnings
(Deficit)
 
Treasury
Stock
 Total
Stockholders'
Equity
Balance at December 31, 2015$48
 $921,318
 $(371,950) $
 $549,416
Restricted stock activity and shares exchanged for tax withholding1
 
 
 (1,114) (1,113)
Stock-based compensation
 9,455
 
 
 9,455
Retirement of treasury stock
 (1,114) 
 1,114
 
Exchange of senior notes for shares of common stock10
 74,390
 
 
 74,400
Issuance of common stock, net of offering costs15
 109,748
 
 
 109,763
Net income (loss)
 
 (170,378) 
 (170,378)
Balance at December 31, 201674
 1,113,797
 (542,328) 
 571,543
Cumulative effect of accounting change
 180
 (509) 
 (329)
Restricted stock activity and shares exchanged for tax withholding1
 
 
 (1,253) (1,252)
Stock-based compensation
 7,099
 
 
 7,099
Retirement of treasury stock
 (1,253) 
 1,253
 
Exchange of senior notes for shares of common stock11
 48,981
 
 
 48,992
Issuance of common stock, net of offering costs23
 110,703
 
 
 110,726
Net income (loss)
 
 (138,225) 
 (138,225)
Balance at December 31, 2017109
 1,279,507
 (681,062) 
 598,554
Restricted stock activity and shares exchanged for tax withholding1
 
 
 (1,535) (1,534)
Stock-based compensation (1)

 9,858
 
 
 9,858
Retirement of treasury stock
 (1,535) 
 1,535
 
Issuance of common stock, merger100
 483,900
 
 
 484,000
Net income (loss)
 
 121,220
 
 121,220
Balance at December 31, 2018$210
 $1,771,730
 $(559,842) $
 $1,212,098
See notes to Consolidated Financial Statements.

(1)As of December 31, 2018, includes the modification of the 2016 Program and 2017 Program from performance-based liability awards to service-based equity awards. See Note 11 for additional information.

HIGHPOINT RESOURCES CORPORATION


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


For the years ended December 31, 2018, 20172020, 2019 and 20162018


1. Organization


HighPoint Resources Corporation, a Delaware corporation, together with its wholly-owned subsidiarysubsidiaries (collectively, the "Company"“Company” or “HighPoint”), is an independent oil and gas company engaged in the exploration, development and production of oil, natural gas and natural gas liquids ("NGLs"(“NGLs”). The Company became the successor to Bill Barrett Corporation ("(“Bill Barrett"Barrett”), on March 19, 2018, upon closing of the transactions contemplated by the Agreement and Plan of Merger, dated December 4, 2017 (the "Merger Agreement"“2018 Merger Agreement”), pursuant to which Bill Barrett combined with Fifth Creek Energy Operating Company, LLC ("(“Fifth Creek"Creek”) (the "Merger"“2018 Merger”). As a result of the 2018 Merger, Bill Barrett became a wholly-owned subsidiary of HighPoint Resources Corporation and subsequently Bill Barrett changed its name to HighPoint Operating Corporation. The Company currently conducts its activities principally in the Denver Julesburg Basin ("(“DJ Basin"Basin”) in Colorado. Except where the context indicates otherwise, references herein to the "Company"“Company” with respect to periods prior to the completion of the 2018 Merger refer to Bill Barrett and its subsidiaries.


On November 9, 2020, the Company and Bonanza Creek Energy, Inc., a Delaware corporation (“Bonanza Creek”), entered into a definitive merger agreement (“Merger Agreement”) to effectuate the strategic combination of Bonanza Creek and HighPoint (“Merger”). The transaction has been unanimously approved by the board of directors of each company. Under the terms of the Merger Agreement, Bonanza Creek has commenced a registered offer to exchange HighPoint’s senior unsecured notes (the “HighPoint Notes”) for senior notes and common stock of Bonanza Creek (the “Exchange Offer”). The Exchange Offer is conditioned on a minimum participation condition of not less than 97.5% of the aggregate outstanding principal amount of each series of HighPoint Notes being validly tendered in accordance with the terms of the Exchange Offer prior to the expiration date of the Exchange Offer (the “Minimum Participation Condition”). Registration statements on Form S-4 of Bonanza Creek and a merger proxy of HighPoint have been declared effective by the SEC. The Exchange Offer expires on March 11, 2021 (unless extended by HighPoint and Bonanza Creek) and special meetings for Bonanza Creek and HighPoint stockholders will both be held on March 12, 2021 to approve the Merger.

Concurrently with the Exchange Offer, HighPoint is soliciting votes from the holders of the HighPoint Senior Notes to accept or reject a prepackaged plan of reorganization under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the “Court,” and such plan, the “Prepackaged Plan”).

If the Minimum Participation Condition is met, and if certain customary closing conditions are satisfied (including approval by each company’s shareholders), the companies will effect the Exchange Offer and Bonanza Creek will acquire HighPoint at closing through a merger outside of bankruptcy, whereby HighPoint will merge with a wholly owned subsidiary of Bonanza Creek, with HighPoint continuing its existence as the surviving company following the merger and continuing as a wholly owned subsidiary of Bonanza Creek. If the Minimum Participation Condition is not met, HighPoint intends to file voluntary petitions under Chapter 11 with the Court to effectuate the solicited Prepackaged Plan and consummate the transaction. The consummation of the Prepackaged Plan will be subject to confirmation by the Court in addition to other conditions set forth in the Prepackaged Plan, a transaction support agreement and related transaction documents.

The transactions are expected to close in the first quarter of 2021 under the Exchange Offer or in the first or second quarter of 2021 under the Prepackaged Plan. There can be no assurance that the Merger will be consummated or consummated within the expected timeframe.

2. Summary of Significant Accounting Policies


Basis of Presentation. The accompanying Consolidated Financial Statements include the accounts of the Company. These statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"(“GAAP”). All intercompany accounts and transactions have been eliminated in consolidation.

On October 20, 2020, the Company announced a reverse stock split of the Company’s outstanding shares of common stock at a ratio of 1-for-50 and a proportionate reduction of the total number of authorized shares of common stock, which was approved by the stockholders at the Company’s Annual Meeting of Stockholders on April 28, 2020. The reverse stock split became effective on October 30, 2020, and the Company’s common stock was traded on a split-adjusted basis on the New York Stock Exchange (“NYSE”) at the market open on that date. The par value of the common stock was not adjusted as a result of
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the reverse stock split. All share and per share amounts were retroactively adjusted for all periods presented to give effect to this reverse stock split, including reclassifying an amount equal to the reduction in par value of the Company’s common stock to additional paid-in capital.

Going Concern. The accompanying consolidated financial statements are prepared in accordance with GAAP applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. In accordance with the accounting guidance related to the presentation of financial statements, when preparing financial statements for each annual and interim reporting period, management evaluates whether there are conditions or events that, when considered in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. In making its assessment, management considered the Company’s current financial condition and liquidity sources, including current funds available, forecasted future cash flows and conditional and unconditional obligations due over the next twelve months.

The Company has been impacted by the decreased demand for oil, natural gas and NGLs caused by the COVID-19 pandemic, along with other recent macro and microeconomic factors, which resulted in a significant decrease in market prices for oil, natural gas and NGLs beginning in March 2020. These events negatively impacted the Company’s ability to continue its development plan, which resulted in a decrease in anticipated future production, and led to a reduction in the Company’s borrowing base and elected commitment amounts under its revolving credit facility (“Credit Facility”).

The Company has financial covenants associated with its Credit Facility that are measured each quarter. Based on the Company’s forecasted cash flow analysis for the twelve month period subsequent to the date of this filing, which reflects its expectations of future market pricing, current open commodity hedge contracts, anticipated production volumes and estimates of operating, investing and financial cash flows, it is probable the Company will breach a financial covenant under the Company’s Credit Facility in the third quarter of 2021. Violation of any covenant under the Credit Facility provides the lenders with the option to accelerate the maturity of the Credit Facility, which carries a balance of $140.0 million as of December 31, 2020. This would, in turn, result in cross-default under the indentures to the Company’s senior notes, accelerating the maturity of the senior notes, which have a principal balance outstanding of $625.0 million as of December 31, 2020. The Company does not have sufficient cash on hand or available liquidity that can be utilized to repay the outstanding debt in the event of default. These conditions and events raise substantial doubt about the Company’s ability to continue as a going concern.

In addition, the Company’s independent auditor has included an explanatory paragraph regarding the Company’s ability to continue as a “going concern” (“going concern opinion”) in its report on these consolidated financial statements, which would accelerate a default under the Company’s Credit Facility to the filing date of these financial statements. However, the Company obtained a waiver from its lenders removing the default associated with this going concern opinion.

In response to these conditions, the Company has taken various steps to preserve its liquidity including (1) deferring drilling and completion activity starting in May 2020 for the foreseeable future, (2) continuing to focus on reducing its operating and overhead costs, and (3) continuing to manage its hedge portfolio. The Company’s plans also include (1) negotiating a waiver of the financial covenant with the lenders, (2) negotiating more flexible financial covenants, or (3) refinancing the Credit Facility or senior notes. However, the availability of capital funding that would allow the Company to refinance the debt on terms acceptable to the Company has substantially diminished. In addition, the Company entered into a Merger Agreement with Bonanza Creek on November 9, 2020, pursuant to which HighPoint’s debt will be restructured and HighPoint will merge with a wholly owned subsidiary of Bonanza Creek, with HighPoint continuing its existence as the surviving company following the merger and continuing as a wholly owned subsidiary of Bonanza Creek. See Note 1 for additional information. However, the Merger has not yet closed and the closing is subject to numerous conditions, some of which are beyond the companies' control, which include, among other things, approvals from the stockholders of both companies, participation in the Exchange Offer or votes in favor of the Prepackaged Plan by HighPoint bondholders and possibly approval from the Court. As a result, the Company has concluded that management’s plans do not alleviate substantial doubt about the Company’s ability to continue as a going concern.

The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.
 
Use of Estimates. In the course of preparing the Company'sCompany’s financial statements in accordance with GAAP, management makes various assumptions, judgments and estimates to determine the reported amount of assets, liabilities, revenues and expenses and in the disclosure of commitments and contingencies. Changes in these assumptions, judgments and estimates will occur as a result of the passage of time and the occurrence of future events and, accordingly, actual results could differ from amounts initially established.


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Areas requiring the use of assumptions, judgments and estimates relate to volumes of oil, natural gas and NGL reserves used in calculating depreciation, depletion and amortization ("(“DD&A"&A”), the amount of expected future cash flows used in determining possible impairments of oil and gas properties and the amount of future capital costs used in these calculations. Assumptions, judgments and estimates also are required in determining the fair values of assets acquired and liabilities assumed in business combinations, asset retirement obligations, right-of-use assets and lease liabilities, deferred income taxes, the timing of dry hole costs, impairments of proved and unproved oil and gas properties valuing deferred tax assets and estimating fair values of derivative instruments and stock-based payment awards. Further, these estimates and other factors, including those outside of the Company’s control, such as the impact of lower commodity prices, may have a significant adverse impact to the Company’s business, financial condition, results of operations and cash flows.


Cash and Cash Equivalents. The Company considers all highly liquid investments with a remaining maturity of three months or less when purchased to be cash equivalents.

Accounts Receivable. Accounts receivable is comprised of the following:
 
 As of December 31,
 2018 2017
 (in thousands)
Accrued oil, gas and NGL sales$44,860
 $36,569
Due from joint interest owners27,435
 14,779
Other754
 270
Allowance for doubtful accounts(106) (203)
Total accounts receivable$72,943
 $51,415
As of December 31,
20202019
 (in thousands)
Accrued oil, gas and NGL sales$25,874 $50,171 
Due from joint interest owners (1)
8,690 9,551 
Other4,431 2,419 
Allowance for credit losses(701)(21)
Total accounts receivable, net$38,294 $62,120 


(1)Includes $4.5 million of current accounts receivable associated with one joint interest partner. An additional $9.7 million due from this joint interest partner has been recorded within other noncurrent assets in the Consolidated Balance Sheets. The Company will net the outstanding amounts against certain revenues payable to this joint interest partner.

Oil and Gas Properties. The Company'sCompany’s oil, gas and NGL exploration and production activities are accounted for using the successful efforts method. Under this method, all property acquisition costs and costs of exploratory and development wells are capitalized when incurred, pending determination of whether the well has found proved reserves. If an exploratory well does not find proved reserves, the costs of drilling the well are charged to expense and remain within cash flows from investing activities in the Consolidated Statements of Cash Flows. If an exploratory well does find proved reserves, the costs remain

capitalized and are included within additions to oil and gas properties and remain within cash flows from investing activities in the Consolidated Statements of Cash Flows. The costs of development wells are capitalized whether proved reserves are added or not. Oil and gas lease acquisition costs are also capitalized. Upon sale or retirement of depreciable or depletable property, the cost and related accumulated DD&A are eliminated from the accounts and the resulting gain or loss is recognized.


Other exploration costs, including certain geological and geophysical expenses and delay rentals for oil and gas leases, are charged to expense as incurred. The sale of a partial interest in a proved property is accounted for as a cost recovery and no gain or loss is recognized as long as this treatment does not significantly affect the unit-of-production amortization rate. Maintenance and repairs are charged to expense, and renewals and betterments are capitalized to the appropriate property and equipment accounts.


Unproved oil and gas property costs are transferred to proved oil and gas properties if the properties are subsequently determined to be productive or are assigned proved reserves. Proceeds from sales of partial interests in unproved leases are accounted for as a recovery of cost without recognizing any gain until all costs are recovered. Unproved oil and gas properties are assessed periodically for impairment based on remaining lease terms, drilling results, reservoir performance, commodity price outlooks, future plans to develop acreage, recent sales prices of comparable properties and other relevant matters.


Materials and supplies consist primarily of tubular goods and well equipment to be used in future drilling operations or repair operations and are carried at the lower of cost or marketnet realizable value.


The following table sets forth the net capitalized costs and associated accumulated DD&A and non-cash impairments relating to the Company'sCompany’s oil, natural gas and NGL producing activities:


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As of December 31,As of December 31,
2018 201720202019
(in thousands) (in thousands)
Proved properties$663,485
 $230,800
Proved properties$720,582 $725,964 
Wells and related equipment and facilities1,438,092
 1,088,692
Wells and related equipment and facilities1,923,811 1,805,136 
Support equipment and facilities75,392
 38,776
Support equipment and facilities107,068 99,540 
Materials and supplies18,341
 2,900
Materials and supplies12,507 13,489 
Total proved oil and gas properties$2,195,310
 $1,361,168
Total proved oil and gas properties$2,763,968 $2,644,129 
Unproved properties328,409
 18,832
Unproved properties163,455 265,387 
Wells and facilities in progress139,799
 65,844
Wells and facilities in progress49,095 92,406 
Total unproved oil and gas properties, excluded from amortization$468,208
 $84,676
Total unproved oil and gas properties, excluded from amortization$212,550 $357,793 
Accumulated depreciation, depletion, amortization and impairment(1)(642,645) (433,234)(2,270,855)(958,475)
Total oil and gas properties, net (1)
$2,020,873
 $1,012,610
$705,663 $2,043,447 


(1)Total oil and gas properties, net includes $722.6 million of properties acquired in the Merger. See Note 4 for additional information regarding the Merger.

(1)The Company recognized non-cash impairment charges associated with proved oil and gas properties during the year ended December 31, 2020 of $1.2 billion. See discussion below.

All exploratory wells are evaluated for economic viability within one year of well completion. Exploratory wells that discover potentially economic reserves in areas where a major capital expenditure would be required before production could begin, and where the economic viability of that major capital expenditure depends upon the successful completion of further exploratory work in the area, remain capitalized if the well finds a sufficient quantity of reserves to justify its completion as a producing well and the Company is making sufficient progress assessing the reserves and the economic and operating viability of the project. As of December 31, 20182020 and 2017,2019, there were no exploratory well costs that had been capitalized for a period greater than one year since the completion of drilling. In addition, the Company had no exploratory wells as of December 31, 2020.


The Company reviews proved oil and natural gas properties for impairment on a quarterly basis or whenever events and circumstances indicate that a decline in the recoverability of their carrying value may have occurred. The Company estimates the expected undiscounted future net cash flows of its oil and gas properties using proved and risked probable and possible reserves based on an analysis of quantitative and qualitative factors existing as of the Company'sbalance sheet date including the Company’s development plans and best estimate of future production, commodity pricing, reserve risking, gathering and transportation deductions, production tax rates, lease operating expenses and future development costs. The Company compares such undiscounted future net cash flows to the carrying amount of the oil and gas properties to determine if the carrying amount is recoverable. If the undiscounted future net cash flows exceed the carrying amount of the oil and gas properties, no impairment is taken. If the carrying amount of a property exceeds the undiscounted future net cash flows,

the Company will impair the carrying value to fair value based on an analysis of quantitative and qualitative factors existing as of the balance sheet date. The Company does not believe that the undiscounted future net cash flows of its oil and gas properties represent the applicable market value. The factors used to determine fair value may include, but are not limited to, recent sales prices of comparable properties, indications from marketing activities, the present value of future revenues, net of estimated operating and development costs using estimates of reserves, future commodity pricing, future production estimates, anticipated capital expenditures, income taxes and various discount rates commensurate with the risk and current market conditions associated with realizing the projected cash flows.


Oil and gas properties are also assessed for impairment once they meet the criteria to be classified as held for sale. Assets held for sale are carried at the lower of carrying cost or fair value less costs to sell. The fair value of the assets is determined using a market approach, based on an estimated selling price, as evidenced by current marketing activities, if possible. If an estimated selling price is not available, the Company utilizes the income valuation technique which involves calculating the present value of future revenues, as discussed above. If the carrying amount of the assets exceeds the fair value less costs to sell, an impairment will result to reduce the value of the properties down to fair value less costs to sell. The estimated fair value of assets held for sale may be materially different from sales proceeds that the Company eventually realizes due to a number of factors including but not limited to the differences in expected future commodity pricing, location and quality differentials, the Company'sCompany’s relative desire to dispose of such properties based on facts and circumstances impacting the Company'sCompany’s business at the time the Company agrees to sell, such as the Company'sCompany’s position in the field subsequent to the sale and plans for future acquisitions or development in core areas.


TheIn early 2020, global health care systems and economies began to experience strain from the spread of COVID-19, a highly transmissible and pathogenic coronavirus (the “COVID-19 pandemic”). As the virus spread, global economic activity began to slow resulting in a decline in demand for oil and natural gas. In response, the Organization of Petroleum Exporting Countries (“OPEC”), along with non-OPEC oil-producing countries (collectively known as “OPEC+”), initiated discussions to reduce
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production to support energy prices. With OPEC+ unable to agree on cuts, energy prices declined sharply during the first half of 2020 and only partially recovered in the second half of 2020. These events led to a decline in the recoverability of the carrying value of the Company’s oil and gas properties. Since the carrying amount of the oil and gas properties was no longer recoverable, the Company impaired the carrying value to fair value. Therefore, the Company recognized non-cash impairment charges during the year ended December 31, 2020 of $1.3 billion, which were included within impairment dry hole costs and abandonment expense in the Consolidated Statements of Operations, as follows:Operations.

 Year Ended December 31,
 2018 2017 2016
 (in thousands)
Impairment of proved oil and gas properties (1)
$
 $37,945
 $
Impairment of unproved oil and gas properties (2)

 11,153
 183
Dry hole costs
 
 97
Abandonment expense719
 455
 3,969
Total impairment, dry hole costs and abandonment expense$719
 $49,553
 $4,249

(1)The Company recognized a non-cash impairment charge associated with the Company's Uinta Oil Program proved properties during the year ended December 31, 2017. The properties were sold on December 29, 2017.
(2)As a result of no future plans to develop certain acreage and/or estimated market values below carrying value, the Company recognized non-cash impairment charges of $9.1 million associated with certain unproved properties in the Cottonwood Gulch area of the Piceance Basin and $2.1 million associated with certain non-core unproved properties in the DJ Basin.


The provisionCompany contracted with an independent third party to assist the Company in the Company’s determination of fair value associated with the Company’s proved and unproved oil and gas properties. Through the use of the Company’s production and price forecast, the third party used the income valuation technique to assist the Company in the determination of fair value for DD&Athe proved developed producing (“PDP”) and proved developed non-producing (“PDN”) reserves and a market approach utilizing sales prices of comparable properties to assist the Company in the determination of fair value of the proved undeveloped (“PUD”), probable (“PROB”) and possible (“POSS”) reserves.

The Company’s impairment and abandonment expense for the years ended December 31, 2020, 2019 and 2018 is summarized below:

Year Ended December 31,
202020192018
(in thousands)
Impairment of proved oil and gas properties (1)
$1,188,566 $$
Impairment of unproved oil and gas properties (1)(2)
94,209 3,854 
Abandonment expense2,310 5,788 719 
Total impairment and abandonment expense$1,285,085 $9,642 $719 

(1)Due to a decline in the recoverability of the carrying value of the Company’s oil and gas properties during the year ended December 31, 2020, the Company recognized non-cash impairment charges of $1.2 billion associated with proved oil and gas properties and $76.3 million associated with unproved oil and gas properties.
(2)As a result of the Company’s continuous review of its acreage position and future drilling plans, the Company recognized $17.9 million and $3.9 million of non-cash impairment associated with unproved oil and gas properties during the years ended December 31, 2020 and 2019, respectively, associated with certain leases in which the economics may not support renewal or extending at current contracted values.

Under successful efforts accounting, depletion expense is calculated on a field-by-field basis using the unit-of-production method.units-of-production method on the basis of some reasonable aggregation of properties with a common geological structural feature or stratigraphic condition, such as a reservoir or field. Natural gas and NGLs are converted to an oil equivalent, Boe, at the standard rate of six Mcf to one Boe and forty-two gallons to one Boe, respectively. Estimated future dismantlement, restoration and abandonment costs are taken into consideration by this calculation.


Accounts Payable and Accrued Liabilities. Accounts payable and accrued liabilities are comprised of the following:



As of December 31,
20202019
(in thousands)
Accrued drilling, completion and facility costs$4,390 $25,667 
Accrued lease operating, gathering, transportation and processing expenses6,751 8,046 
Accrued general and administrative expenses6,567 6,612 
Accrued interest payable6,494 6,832 
Trade payables2,763 17,488 
Operating lease liability1,979 1,287 
Other2,976 5,706 
Total accounts payable and accrued liabilities$31,920 $71,638 

 As of December 31,
 2018 2017
 (in thousands)
Accrued drilling, completion and facility costs$69,830
 $35,856
Accrued lease operating, gathering, transportation and processing expenses6,970
 4,360
Accrued general and administrative expenses8,774
 11,134
Accrued interest payable6,758
 6,484
Accrued merger transaction expenses550
 8,278
Prepayments from partners862
 2,524
Trade payables31,057
 10,067
Other6,578
 5,352
Total accounts payable and accrued liabilities$131,379
 $84,055

Environmental Liabilities. Environmental expenditures that relate to an existing condition caused by past operations and that do not contribute to current or future revenue generation are expensed. Environmental liabilities are accrued when
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environmental assessments and/or clean-ups are probable, and the costs can be reasonably estimated. Recent caseUnder Wyoming law, in Wyoming has exposed the Company is exposed to potential obligations for plugging and abandoning wells, and associated reclamation, for assets that were sold to other industry parties in prior years. IfWhen such third parties becomeare unable to fulfill their contractual obligations to the Company as provided for in purchase and sale agreements, regulatory agencies and landowners, as well as the Bureau of Land Management, may demand that the Company perform such activities. As of December 31, 2020, the Company has completed the plugging and abandonment operations identified through such demands. The Company recognized $1.9$0.3 million and $0.7$1.9 million associated with these obligations in other operating expenses in the Consolidated Statement of Operations for the years ended December 31, 2019 and 2018, and 2017, respectively.


Revenue Recognition. All of the Company'sCompany’s sales of oil, gas and NGLs are made under contracts with customers, whereby revenues are recognized when the Company satisfies its performance obligations and the customer obtains control of the product. Performance obligations under the Company'sCompany’s contracts with customers are typically satisfied at a point-in-time through monthly delivery of oil, gas and/or NGLs. Accordingly, at the end of the reporting period, the Company does not have any unsatisfied performance obligations. The Company'sCompany’s contracts with customers typically include variable consideration based on monthly pricing tied to local indices and volumes delivered in the current month. The nature of the Company'sCompany’s contracts with customers does not require the Company to constrain variable consideration for accounting purposes. As of December 31, 2018,2020, the Company had open contracts with customers with terms of 1 month to 1918 years, as well as evergreen contracts that renew on a periodic basis if not canceled by the Company or the customer. The Company'sCompany’s contracts with customers typically require payment within one month of delivery.


Under the Company'sCompany’s contracts with customers, natural gas and its components, including NGLs, are either sold to a midstream entity (which processes the natural gas and subsequently sells the resulting residue gas and NGLs) or are sold to a gas or NGL purchaser after being processed by a third party for a fee. Regardless of the contract structure type, the terms of these contracts compensate the Company for the value of the residue gas and NGLs at current market prices for each product. The Company'sCompany’s oil is sold to multiple oil purchasers at specific delivery points at or near the wellhead. All costs incurred to gather, transport and/or process the Company'sCompany’s oil, gas and NGLs after control has transferred to the customer are considered components of the consideration received from the customer and thus recorded in oil, gas and NGL production revenues in the Consolidated Statements of Operations. All costs incurred prior to the transfer of control to the customer are included in gathering, transportation and processing expense in the Consolidated Statements of Operations.


Gas imbalances from the sale of natural gas are recorded on the basis of gas actually sold by the Company. If the Company'sCompany’s aggregate sales volumes for a well are greater (or less) than its proportionate share of production from the well, a liability (or receivable) is established to the extent there are insufficient proved reserves available to make-up the overproduced (or underproduced) imbalance. Imbalances havewere not been significant in the periods presented.


Derivative Instruments and Hedging Activities. The Company periodically uses derivative financial instruments to achieve a more predictable cash flow from its oil, natural gas and NGL sales by reducing its exposure to price fluctuations. Derivative instruments are recorded at fair market value and are included in the Consolidated Balance Sheets as assets or liabilities.


Income Taxes. Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently payable plus deferred income taxes related to certain income and expenses recognized in different periods for

financial and income tax reporting purposes. Deferred income tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when assets are recovered or liabilities are settled. Deferred tax assetsincome taxes also include tax credits and net operating losses that are available to offset future income taxes. Deferred income taxes are measured by applying currently enacted tax rates. A valuation allowance is recorded if it is more likely than not that all or some portion of the Company'sCompany’s deferred tax assets will not be realized. The Company regularly assessassesses the realizability of the deferred tax assets considering all positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, planning strategies and results of recent operations. The assumptions about future taxable income require significant judgment to determine if a valuation allowance is required. Changes to the Company'sCompany’s development plans, increaseschanges in market prices for hydrocarbons, improvementschanges in operating results, or other factors could change the valuation allowance in future periods, resulting in recognition of tax expense or benefit.


The Company accounts for uncertainty in income taxes for tax positions taken or expected to be taken in a tax return. Only tax positions that meet the more-likely-than-not recognition threshold are recognized. The Company does not have any uncertain tax positions recorded as of December 31, 20182020 or 2017.2019.


Comprehensive Income. The Company has no elements of other comprehensive income, therefore, the Company’s net income (loss) on the Consolidated Statements of Operations represents comprehensive income.

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Earnings/Loss Per Share. Basic net income (loss) per common share is calculated by dividing net income (loss) attributable to common stock by the weighted average number of common shares outstanding during each period. Diluted net income (loss) per common share is calculated by dividing net income (loss) attributable to common stock by the weighted average number of common shares outstanding and other dilutive securities. Potentially dilutive securities for the diluted net income per common share calculations consist of nonvested shares of common stock and outstanding in-the-money stock options to purchase the Company's common stock. The dilutive net income per common share excludes the anti-dilutive effect of 407,949 stock options and8,159 nonvested shares of common stock for the year ended December 31, 2018. The Company was in a net loss position for the years ended December 31, 20172020 and 2016,2019, therefore, all potentially dilutive securities were anti-dilutive.


The following table sets forth the calculation of basic and diluted net income (loss) per share:


 Year Ended December 31,
 202020192018
(in thousands, except per share amounts)
Net income (loss)$(1,163,981)$(134,830)$121,220 
Basic weighted-average common shares outstanding in period4,238 4,208 3,766 
Add dilutive effects of stock options and nonvested equity shares of common stock19 
Diluted weighted-average common shares outstanding in period4,238 4,208 3,785 
Basic net income (loss) per common share$(274.65)$(32.04)$32.19 
Diluted net income (loss) per common share$(274.65)$(32.04)$32.03 
 Year Ended December 31,
 2018 2017 2016
 (in thousands, except per share amounts)
Net income (loss)$121,220
 $(138,225) $(170,378)
Basic weighted-average common shares outstanding in period188,299
 76,859
 55,384
Add dilutive effects of stock options and nonvested equity shares of common stock942
 
 
Diluted weighted-average common shares outstanding in period189,241
 76,859
 55,384
Basic net income (loss) per common share$0.64
 $(1.80) $(3.08)
Diluted net income (loss) per common share$0.64
 $(1.80) $(3.08)


Industry Segment and Geographic Information. The Company operates in one industry segment, which is the development and production of crude oil, natural gas and NGLs, and all of the Company'sCompany’s operations are conducted in the continental United States. Consequently, the Company currently reports as a single industry segment.


New Accounting Pronouncements. In August 2018,April 2020, the Securities and Exchange Commission, ("SEC"Financial Accounting Standards Board (“FASB”) issued a final rule, DisclosureAccounting Standards Update and Simplification, that updates and simplifies SEC disclosure requirements. The primary changes include removing the requirement to disclose outside(“ASU”) 2020-04, Facilitation of the consolidated financial statements historical and pro forma ratiosEffects of earningsReference Rate Reform on Financial Reporting. In response to fixed charges and historical low and high trading pricesthe cessation of the Company's common stock and adding a requirementLondon Interbank Offered Rate (“LIBOR”) by December 31, 2022, the FASB issued this update to provide within the interim financial statements an analysis of changes in stockholders' equityoptional expedients and exceptions for the currentapplying GAAP to contracts, hedging relationships, and comparative quarterly and year-to-date periods. Other changes included requirements related to segment, geographic area and dividend disclosures. The final rule was effective November 5, 2018.other affected transactions. The Company adoptedcurrently has only one contract, its Credit Facility, that may be impacted by this ASU. Modifications of debt contracts should be accounted for by prospectively adjusting the effective interest rate. This update has an effective period of March 12, 2020 through December 31, 2022 and allows for elections to be made by the Company in terms of how the ASU is adopted. Once elected for a Topic or Industry Subtopic, the update must be applied prospectively for all eligible contract modifications for that Topic or Industry Subtopic. The Company does not believe the standard for this annual report ending December 31, 2018, and it did notwill have a material impact on the Company's disclosures.Company’s financial statements.


In August 2018, the Financial Accounting Standards Board ("FASB")FASB issued Accounting Standards Update ("ASU")ASU 2018-13, Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. The objective of this update is to improve the effectiveness of fair value measurement disclosures. ASU 2018-13 is effective for annual periods beginning after December 15, 2019, and interim periods within those annual periods. The standard will onlywas adopted on January 1, 2020 and did not have a material impact on the Company'sCompany’s disclosures.


In June 2018,2016, the FASB issued ASU 2018-07, Stock Compensation-Improvements to Non-employee Share-Based Payment Accounting2016-13, Financial Instruments, Credit Losses. The objective of this update is to simplify several aspectsamend current impairment guidance by adding an impairment model (known as the current expected credit loss model (“CECL”)) that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of lifetime expected credit losses, which the accounting for non-employee share-based payment transactions resulting from expanding the scopeFASB believes will result in more timely recognition of Topic 718, Compensation- Stock Compensation, to include share-based payment transactions for acquiring goods and services from non-employees.such losses. ASU 2018-072016-13 is effective for annual periods beginning after December 15, 2018, and interim periods within those annual periods. The standard will not have a material impact on the Company's disclosures and financial statements.

 In May 2017, the FASB issued ASU 2017-09, Stock Compensation-Scope of Modification Accounting. The objective of this update is to provide clarity and reduce both diversity in practice and cost and complexity when applying a change to the terms or conditions of a share-based payment award. ASU 2017-09 was effective for annual periods beginning after December 15, 2017,2019 and interim periods within those annual periods. The standard was adopted on January 1, 20182020 and did not have a material impact on the Company'sCompany’s disclosures and financial statements.


In January 2017, the FASB issued ASU 2017-01, Business Combinations: Clarifying the definition
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Table of a business. The objective of this update is to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. ASU 2017-01 was effective for annual and interim periods beginning after December 15, 2017. The standard was adopted prospectively on January 1, 2018 and did not have a material impact on the Company's disclosures and financial statements. The accounting treatment of the Merger was not affected by this guidance. See Note 4 for additional information regarding the Merger.Contents

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows-Classification of Certain Cash Receipts and Cash Payments. The objective of this update is to address eight specific cash flow issues in order to reduce the existing diversity in practice. ASU 2016-15 was effective for the annual periods beginning after December 15, 2017, and interim periods within those annual periods. The standard was adopted on January 1, 2018 and did not have a significant impact on the Company's disclosures and financial statements.
In February 2016, the FASB issued ASU 2016-02, Leases, followed by additional accounting standards updates that provided additional practical expedients and policy election options (collectively, Accounting Standards Codification Topic 842, ("ASC 842")). The objective of ASC 842 is to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. ASC 842 is effective for annual periods beginning after December 15, 2018, and interim periods within those annual periods. The Company will adopt ASC 842 using the modified retrospective method and elect the option to not apply ASC 842 to comparative periods. The Company has also elected the following practical expedients:

not to recognize lease assets or liabilities on the balance sheet when lease terms are less than twelve months,
carryforward previous conclusions related to current lease classification under the current 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.

The adoption of ASC 842 will result in an increase in right-of-use assets and related liabilities on the Company's Consolidated Balance Sheets. Right of use assets that the Company expects to record on the balance sheet include office space, vehicle, and certain compressor leases, all classified as operating leases. Refer to the "Lease and Other Commitments" table within Note 13 for information regarding approximate undiscounted future lease payments for leases that will result in right-of-use assets. The Consolidated Statements of Operations and Cash Flows will not be affected. The Company has compiled and analyzed its contracts and has identified its full lease population. The Company is still in the process of populating its leasing software and implementing new controls associated with this standard. In addition, the Company is still evaluating the footnote disclosure requirements.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. The objective of this update is to clarify the principles for recognizing revenue and to develop a common revenue standard. The FASB subsequently issued ASU 2015-14, ASU 2016-08, ASU 2016-10, ASU 2016-12 and ASU 2016-20, which provided additional implementation guidance and deferred the effective date of ASU 2014-09. The standard was effective for annual reporting periods beginning after December 15, 2017, and interim periods within those annual periods. The standard was adopted on January 1, 2018 using the modified retrospective transition method, which was applied to contracts in place at the date of adoption. The adoption required the Company to net some additional gathering, transportation and processing expenses against its oil, gas, and NGL production revenues. However, the cash flow and timing of the Company's revenue was not impacted and therefore no impact on the Company's net income (loss) or net income (loss) per common share. The standard also required additional footnote

disclosures. As the adoption did not have a significant impact on the Company's operations, the pro forma disclosures to present 2018 results as if accounted for under the previous standard are immaterial. See the "Revenue Recognition" section above for additional disclosures.

3. Supplemental Disclosures of Cash Flow Information


Supplemental cash flow information is as follows:
 Year Ended December 31,
 202020192018
(in thousands)
Cash paid for interest$55,210 $55,470 $50,063 
Cash paid for income taxes
Cash paid for amounts included in the measurements of lease liabilities:
Cash paid for operating leases2,235 1,315 
Non-cash operating activities:
Right-of-use assets obtained in exchange for lease obligations
Operating leases (1)(2)
957 14,999 
Supplemental disclosures of non-cash investing and financing activities:
Accrued liabilities - oil and gas properties5,435 28,130 98,346 
Change in asset retirement obligations, net of disposals(652)(5,538)10,778 
Retirement of treasury stock(669)(1,729)(1,535)
Properties exchanged in non-cash transactions4,753 4,561 
Issuance of common stock for 2018 Merger484,000 
(1)Excludes the reclassifications of lease incentives and deferred rent balances.
 Year Ended December 31,
 2018 2017 2016
 (in thousands)
Cash paid for interest$50,063
 $61,295
 $58,193
Cash paid for income taxes
 
 
Supplemental disclosures of non-cash investing and financing activities:
Accrued liabilities - oil and gas properties98,346
 43,980
 23,944
Change in asset retirement obligations, net of disposals10,778
 5,376
 (4,799)
Fair value of debt exchanged for common stock
 48,992
 74,400
Retirement of treasury stock(1,535) (1,253) (1,114)
Properties exchanged in non-cash transactions
 13,323
 
Issuance of common stock for Merger484,000
 
 
(2)The year ended December 31, 2019 included $14.0 million of right-of-use assets established with the adoption of ASC 842, Leases, effective January 1, 2019.


4. Mergers, Acquisitions, Exchanges and Divestitures


Pending Merger with Bonanza Creek Energy, Inc.

On November 9, 2020, we entered into a Merger Agreement with Bonanza Creek pursuant to which HighPoint’s debt will be restructured and HighPoint will merge with a wholly owned subsidiary of Bonanza Creek, with HighPoint continuing its existence as the surviving company following the merger and continuing as a wholly owned subsidiary of Bonanza Creek. The Merger is expected to close in the first quarter of 2021 under the Exchange Offer or in the first or second quarter of 2021 under the Prepackaged Plan. See Note 1 for additional information.

2019 Divestiture

On May 1, 2019, the Company completed the sale of certain non-core assets, primarily low producing or shut-in vertical wells, in the DJ Basin in exchange for the relief of $7.7 million of plugging liabilities associated with these properties. The sale resulted in a loss of $2.3 million, which was recognized in loss on sale of properties in the Company’s Consolidated Statements of Operations.

2018 Merger with Fifth Creek Energy Operating Company, LLC


On March 19, 2018, the Company completed the 2018 Merger with Fifth Creek. Assets acquired included approximately 81,000 net acres in Weld County in the DJ Basin, substantially all of which are operated, and 62 producing standard-length lateral wells and 10 producing extended-reach lateral wells. In addition, the Company recorded net proved reserves of 9.3 MMBoe, of which 4.7 MMBoe were proved developed reserves and 4.6 MMBoe were proved undeveloped reserves.

The 2018 Merger was effected through the issuance of 1002 million shares (100 million shares pre-split) of the Company'sCompany’s common stock, with a fair value of $484.0 million on the date of closing, and the repayment of $53.9 million of Fifth Creek debt. In connection with the 2018 Merger, the Company incurred costs of $8.0$4.5 million and $8.7$8.0 million of severance, consulting, advisory, legal and other merger-related fees, all of which were expensed and included in merger transaction expense in the Company'sCompany’s Consolidated Statement of Operations for the yearyears ended December 31, 20182019 and 2017,2018, respectively.


Purchase Price Allocation


The transaction was accounted for as a business combination, using the acquisition method, with the Company being the acquirer for accounting purposes. The following table represents the allocation of the total purchase price to the identifiable
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assets acquired and the liabilities assumed based on the estimated fair values at the acquisition date. The following table sets forth the Company'sCompany’s purchase price allocation:



March 19, 2018
(in thousands)
Purchase Price:
Fair value of common stock issued$484,000 
Plus: Repayment of Fifth Creek debt53,900 
Total purchase price537,900 
Plus Liabilities Assumed:
Accounts payable and accrued liabilities25,782 
Current unfavorable contract2,651 
Other current liabilities13,797 
Asset retirement obligations7,361 
Long-term deferred tax liability137,707 
Long-term unfavorable contract4,449 
Other noncurrent liabilities2,354 
Total purchase price plus liabilities assumed$732,001 
Fair Value of Assets Acquired:
Cash543 
Accounts receivable7,831 
Oil and Gas Properties:
Proved oil and gas properties105,702 
Unproved oil and gas properties609,568 
Asset retirement obligations7,361 
Furniture, equipment and other931 
Other noncurrent assets65 
Total asset value$732,001 
  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


The fair value measurements of oil and natural gas properties and asset retirement obligations are based on inputs that are not observable in the market and therefore represent Level 3 inputs. The fair values of proved oil and natural gas properties and asset retirement obligations were measured using valuation techniques that convert future cash flows to a single discounted amount. Significant inputs to the valuation of oil and natural gas properties included estimates of: (i) recoverable reserves; (ii) production rates; (iii) future operating and development costs; (iv) future commodity prices; and (v) a market-based weighted average cost of capital rate. The fair value of unproved properties was determined using a market approach utilizing recent transactions of a similar nature in the same basin. These inputs required significant judgments and estimates by management at the time of the valuation and are the most sensitive to possible future changes.


The results of operations attributable to the merged companies are included in the Consolidated Statements of Operations beginning on March 19, 2018. The Company generated revenues of approximately $59.4 million from the Fifth Creek assets during the year ended December 31, 2018 and expenses of approximately $44.2 million during the year ended December 31, 2018.


Pro Forma Financial Information


The following pro forma condensed combined financial information was derived from the historical financial statements of the Company and Fifth Creek and gives effect to the acquisition as if it had occurred on January 1, 2017. The below information reflects pro forma adjustments based on available information and certain assumptions that the Company believes are reasonable, including (i) the repayment of Fifth Creek'sCreek’s debt, (ii) depletion of Fifth Creek'sCreek’s fair-valued proved crude oil and natural gas properties, and (iii) the estimated tax impacts of the pro forma adjustments.

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Additionally, pro forma earnings for the yearyears ended December 31, 20182019 and 20172018 were adjusted to exclude merger-related costs of $8.0$4.5 million and $8.7$8.0 million respectively, incurred by the Company for the years ended December 31, 2019 and 2018, respectively, and $4.0 million and $2.2 million, respectively,for the year ended December 31, 2018 incurred by Fifth Creek. The pro forma results of operations do not include any cost savings or other synergies that may have occurred as a result of the acquisition or any estimated costs that have been incurred by the Company to integrate the Fifth Creek assets. The pro forma condensed combined financial information has been included for comparative purposes and is not necessarily indicative of the results that might have actually occurred had the acquisition taken place on January 1, 2017; furthermore, the financial information is not intended to be a projection of future results.


 Year Ended December 31,
 20192018
 (in thousands, except per share data)
Revenues$452,659 $468,949 
Net Income (Loss)(131,407)125,281 
Net Income (Loss) per Common Share, Basic(31.00)30.00 
Net Income (Loss) per Common Share, Diluted(31.00)30.00 
 Year Ended December 31,
 2018 2017
 (in thousands, except per share data)
Revenues$468,949
 $291,991
Net Income (Loss) and Comprehensive Income (Loss)125,281
 (143,530)
Net Income (Loss) per Common Share, Basic0.60
 (0.81)
Net Income (Loss) per Common Share, Diluted0.60
 (0.81)


2017 Acquisitions, Exchanges and Divestitures

On February 28, 2017, the Company acquired acreage in the DJ Basin for $11.6 million, after final closing adjustments. The transaction was considered an asset acquisition and therefore the properties were recorded based on the fair value of the total consideration transferred on the acquisition date and transaction costs were capitalized as a component of the cost of the assets acquired. The acquisition included $9.1 million and $11.2 million of proved and unevaluated properties, respectively, and asset retirement obligations of $8.7 million.

During the year ended December 31, 2017, the Company completed two acreage exchange transactions to consolidate certain acreage positions in the DJ Basin. Pursuant to the transactions, the Company exchanged leasehold interests in certain proved undeveloped acreage. The Company's future cash flows are not expected to significantly change as a result of the exchange transactions, therefore, the non-monetary exchanges were measured based on the carrying values and not on the fair values of the assets exchanged.

On December 29, 2017, the Company completed the sale of its remaining non-core assets in the Uinta Basin. The Company received $101.3 million in cash proceeds, after final closing adjustments in 2018. In addition to the cash proceeds, the Company recognized non-cash proceeds of $4.8 million related to relief from the Company's asset retirement obligation. During the year ended December 31, 2017, the Company recognized proved property impairment of $37.9 million with respect to these properties in the Consolidated Statement of Operations. During the year ended December 31, 2018, the Company recognized an additional loss on sale of $1.0 million with respect to these properties in the Consolidated Statement of Operations. The carrying amounts by major asset class within the disposal group for the Uinta Basin are summarized below (in thousands):

Assets:  
Proved oil and gas properties $409,957
Unproved oil and gas properties, excluded from amortization 397
Furniture, equipment and other 1,593
Accumulated depreciation, depletion, amortization and impairment (304,939)
Total assets 107,008
Liabilities:  
Asset retirement obligations 4,773
Total liabilities 4,773
Net assets $102,235

2016 Divestitures


On July 14, 2016, the Company sold certain non-core assets in the Uinta Basin. The Company received $27.8 million in cash proceeds, after final closing adjustments. In addition to the cash proceeds, the Company recognized non-cash proceeds of $4.8 million related to relief from the Company's asset retirement obligation. Assets sold included $30.6 million in proved oil and gas properties, net of accumulated depreciation, depletion, amortization and impairment, and $2.0 million in unproved oil and gas properties. Liabilities sold included $4.8 million of asset retirement obligations. The transaction was accounted for as a cost recovery. Therefore, no gain or loss was recognized.

5. Long-Term Debt


The Company'sCompany’s outstanding debt is summarized below:
 
  As of December 31, 2018 As of December 31, 2017
 Maturity DatePrincipal Debt
Issuance
Costs
 Carrying
Amount
 Principal Debt
Issuance
Costs
 Carrying
Amount
  (in thousands)
Amended Credit FacilitySeptember 14, 2023$
 $
 $
 $
 $
 $
7.0% Senior Notes (1)
October 15, 2022350,000
 (3,210) 346,790
 350,000
 (4,033) 345,967
8.75% Senior Notes (2)
June 15, 2025275,000
 (4,403) 270,597
 275,000
 (5,080) 269,920
Lease Financing Obligation (3)
August 10, 20201,859
 
 1,859
 2,328
 (2) 2,326
Total Debt $626,859
 $(7,613) $619,246
 $627,328
 $(9,115) $618,213
Less: Current Portion of Long-Term Debt (4)
 1,859
 
 1,859
 469
 
 469
     Total Long-Term Debt $625,000
 $(7,613) $617,387
 $626,859
 $(9,115) $617,744
  As of December 31, 2020As of December 31, 2019
 Maturity DatePrincipalDebt
Issuance
Costs
Carrying
Amount
PrincipalDebt
Issuance
Costs
Carrying
Amount
(in thousands)
Credit Facility (1)
September 14, 2023$140,000 $$140,000 $140,000 $$140,000 
7.0% Senior NotesOctober 15, 2022350,000 (1,535)348,465 350,000 (2,372)347,628 
8.75% Senior NotesJune 15, 2025275,000 (3,031)271,969 275,000 (3,717)271,283 
Total Long-Term Debt$765,000 $(4,566)$760,434 $765,000 $(6,089)$758,911 

(1)The aggregate estimated fair value of the 7.0% Senior Notes was approximately $329.7 million and $356.1 million as of December 31, 2018 and 2017, respectively, based on reported market trades of these instruments.
(2)The aggregate estimated fair value of the 8.75% Senior Notes was approximately $264.7 million and $305.3 million as of December 31, 2018 and 2017, respectively, based on reported market trades of these instruments.
(3)The aggregate estimated fair value of the Lease Financing Obligation was approximately $1.8 million and $2.1 million as of December 31, 2018 and 2017, respectively. As there is no active, public market for the Lease Financing Obligation, the aggregate estimated fair value was based on market-based parameters of comparable term secured financing instruments.
(4)The current portion of long-term debt includes the current portion of the Lease Financing Obligation. The Company has elected to exercise the early buyout option pursuant to which the Company will purchase the equipment for $1.8 million on February 10, 2019.


Amended (1)The maturity date of the Credit Facility could be accelerated to July 16, 2022. See discussion below.

Credit Facility


On September 14, 2018,May 21, 2020, as part of a regular semi-annual redetermination, the Company entered into a fourth amended and restated credit facility (the "AmendedCompany’s Credit Facility"), which extendsFacility was amended. Among other things, the maturity date to September 14, 2023, and provides for a maximum credit amount of $1.5 billion, an initialamendment decreased the aggregate elected commitment amount ofand the borrowing base from $500.0 million to $300.0 million, increased the applicable margins for interest and an initialcommitment fee rates and added provisions requiring the availability under the Credit Facility to be at least $50.0 million and the Company’s weekly cash balance (subject to certain exceptions) to not exceed $35.0 million. On November 2, 2020, as part of another regular semi-annual redetermination, the Credit Facility was further amended. Among other things, this amendment reduced the Company’s aggregate elected commitment amount to $185.0 million, reduced the borrowing base of $500.0to $200.0 million and removed the provisions requiring availability under the Credit Facility to be at least $50.0 million. DueIn addition, provisions were amended to the amendment,prohibit the Company recognized a loss on extinguishmentfrom incurring any additional indebtedness. The Company had $140.0 million outstanding as of debt of $0.3 million on the Consolidated Statements of Operations for the year endedboth December 31, 2018. As credit support for future payment under a contractual obligation, a $26.0 million letter of credit has been issued under the Amended Credit Facility, which reduced the2020 and December 31, 2019. The Company’s available borrowing capacity ofunder the Amended Credit Facility as of December 31, 2018 to $474.0 million. There2020 was $24.0 million, after taking into account $21.0 million of outstanding irrevocable letters of credit, which were no borrowingsissued as credit support for future payments under contractual obligations.

While the Amendedstated maturity date in the Credit Facility (or, as applicable,is September 14, 2023, the facility thenmaturity date is accelerated if the Company has more than $100.0 million of “Permitted Debt” or “Permitted Refinancing Debt” (as those terms are defined in place)the Credit Facility) that matures prior to December 14, 2023. If that is the case, the accelerated maturity date is 91 days prior to the earliest maturity of such Permitted Debt or Permitted Refinancing Debt. Because the Company’s 7.0% Senior Notes will mature on October 15, 2022, the aggregate amount of those notes exceeds $100.0 million and the notes represent “Permitted Debt”, the maturity date specified in 2018the Credit Facility is accelerated to the date that is 91 days prior to the maturity date of those notes, or 2017.July 16, 2022.


Interest
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Prior to May 21, 2020 interest rates arewere either adjusted LIBOR plus applicable margins of 1.5% to 2.5% or an alternate base rate plus applicable margins of 0.5% to 1.5%, and the unused commitment fee iswas between 0.375% and 0.5%. As of May 21, 2020, interest rates are either adjusted LIBOR plus applicable margins of 2.5% to 3.5% or an alternate base rate plus applicable margins of 1.5% to 2.5%, and the unused commitment fee is 0.5%. The applicable marginmargins and the unused commitment fee rate are determined based on borrowing base utilization. The weighted average annual interest rates incurred on the Credit Facility were 3.2% and 4.0% for the years ended December 31, 2020 and 2019, respectively.


The borrowing base under the Amended Credit Facility is determined at the discretion of the lenders based on the collateral value of the Company's proved reserves that have been mortgaged to the lenders, and is subject to regular re-determination on or aboutredetermination around April 1 and October 1 of each year, as well as following any property sales. Borrowing bases areThe lenders can also request an interim redetermination during each six month period. If the borrowing base is reduced below the then-outstanding amount under the Credit Facility, we will be required to repay the excess of the outstanding amount over the borrowing base over a period of four months. The borrowing base is computed based on proved oil, natural gas and NGL reserves that have been mortgaged to the lenders, hedge positions and estimated future cash flows from the reserves calculated using future commodity pricing provided by the Company's lenders, as well as any other outstanding debt. Lower commodity prices could result in a decreased borrowing base.



The AmendedCompany has financial covenants associated with its Credit Facility contains certainthat are measured each quarter. As discussed in the “Going Concern” section in Note 2, based on the Company’s financial covenants. The Companyprojections for the twelve month period subsequent to the date of this filing, it is currently in compliance with all financial covenants and has complied with all financial covenants since issuance. Ifprobable the Company fails to complywill breach a financial covenant under the Company’s Credit Facility in the third quarter of 2021. Violation of any covenant under the Credit Facility provides the lenders with the covenants or other terms of any agreements governing the Company's debt, the lenders under the Amended Credit Facility and holders of the Company's senior notes may have the rightoption to accelerate the maturity of the relevantCredit Facility, which carries a balance of $140.0 million as of December 31, 2020. This would, in turn, result in cross-default under the indentures to the Company’s senior notes, accelerating the maturity of the senior notes, which have a principal balance outstanding of $625.0 million as of December 31, 2020. The Company does not have sufficient cash on hand or available liquidity that can be utilized to repay the outstanding debt and foreclose uponin the collateral, if any, securing that debt. The occurrenceevent of any such eventdefault.

In addition, the Company’s independent auditor has included an explanatory paragraph regarding the Company’s ability to continue as a “going concern” (“going concern opinion”) in its report on these consolidated financial statements, which would adversely affectaccelerate a default under the Company'sCompany’s Credit Facility to the filing date of these financial condition.statements. However, the Company obtained a waiver from its lenders removing the default associated with this going concern opinion.


7.0% Senior Notes Due 2022


The Company'sCompany’s $350.0 million aggregate principal amount 7.0% Senior Notes mature on October 15, 2022 at par, unless earlier redeemed or purchased by the Company. Interest is payable in arrears semi-annually on April 15 and October 15 of each year. The 7.0% Senior Notes are senior unsecured obligations and rank equal in right of payment with all of the Company'sCompany’s other existing and future senior unsecured indebtedness, including the 8.75% Senior Notes.

The 7.0% Senior Notes are redeemable at the Company'sCompany’s option at a redemption pricesprice of 102.333%, 101.167% and 100.000%100% of the principal amount on or after October 15, 2018, 2019 and 2020, respectively.amount.


8.75% Senior Notes due 2025


The Company'sCompany’s $275.0 million in aggregate principal amount 8.75% Senior Notes mature on June 15, 2025 at par, unless earlier redeemed or purchased by the Company. Interest is payable in arrears semi-annually on June 15 and December 15 of each year. The 8.75% Senior Notes are senior unsecured obligations and rank equal in right of payment with all of the Company'sCompany’s other existing and future senior unsecured indebtedness, including the 7.0% Senior Notes.

The 8.75% Senior Notes will becomeare redeemable at the Company'sCompany’s option on or after June 15, 2020, 2021, 2022 and 2023 at redemption prices of 106.563%, 104.375%, 102.188% and 100.000% of the principal amount respectively. Prior toon or after June 15, 2020, the Company may use proceeds of an equity offering to redeem up to 35% of the principal amount at a redemption price of 108.750% of the principal amount. In addition, prior to June 15, 2020, the Company may redeem the notes at a redemption price equal to 100.000% of the principal amount plus a specified "make-whole" premium.2021, 2022 and 2023, respectively.


The issuer of the 7.0% Senior Notes and the 8.75% Senior Notes is HighPoint Operating Corporation (f/k/a Bill Barrett)., or the Subsidiary Issuer. Pursuant to supplemental indentures entered into in connection with the 2018 Merger, HighPoint Resources Corporation, or the Parent Guarantor, became a guarantor of the 7.0% Senior Notes and the 8.75% Senior Notes in March 2018. In addition, Fifth Pocket Production, LLC, or the Subsidiary Guarantor, became a subsidiary of the Subsidiary Issuer on August 1, 2019 and also guarantees the 7.0% Senior Notes and the 8.75% Senior Notes. The Parent Guarantor and the Subsidiary Guarantor, on a joint and several basis, fully and unconditionally guarantee the debt securities of the Subsidiary Issuer. The Company has no additional subsidiaries or non-guarantor subsidiaries. All covenants in the indentures governing the notes limit certainthe activities of HighPoint Operating Corporation,the Subsidiary Issuer and the Subsidiary Guarantor, including limitations on the ability to pay dividends, incur additional indebtedness, make restricted payments, creditcreate liens, sell assets or make loans to HighPoint Resources Corporation,the Parent Guarantor, but in most cases the covenants in the indentures are not applicable to HighPoint Resources Corporation.the Parent Guarantor. HighPoint Operating Corporation is currently in compliance with all covenants and has complied with all covenants since issuance.


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Nothing in the indentures governing the 7.0% Senior Notes or the 8.75% Senior Notes prohibits the Company from repurchasing any of the notes from time to time at any price in open market purchases, negotiated transactions or by tender offer or otherwise without any notice to or consent of the holders. However, the Credit Facility restricts the Company’s ability to repurchase the notes in open market purchases.


Lease Financing Obligation Due 2020

The Company has a lease financing obligation with a balance of $1.9 million as of December 31, 2018 resulting from the Company's sale and subsequent lease back of certain compressors and related facilities owned by the Company (the "Lease Financing Obligation"). On February 10, 2019, the Company elected to purchase the equipment under the early buyout option for $1.8 million. The lease payments related to the equipment were recognized as principal and interest expense based on a weighted average implicit interest rate of 3.3%.

2017 Debt Transactions

Due to the redemption of the Company's 5.0% Convertible Notes and 7.625% Senior Notes on May 30, 2017 with the proceeds from its 8.75% Senior Notes issued on April 28, 2017, the Company recognized a $7.9 million loss on extinguishment of debt on the Consolidated Statement of Operations for the year ended December 31, 2017.

2016 Debt Transactions


On June 3, 2016, the Company completed a debt exchange with a holder of the 7.625% Senior Notes (the "2016 Debt Exchange"). The holder exchanged $84.7 million principal amount of the 7.625% Senior Notes for 10,000,000 newly issued shares of the Company's common stock. Based on the fair value of the shares issued, the Company recognized an $8.7 million gain on extinguishment of debt on the Consolidated Statement of Operations for the year ended December 31, 2016. Following the 2016 Debt Exchange, the remaining aggregate principal amount was $315.3 million, which, as indicated above, was then redeemed on May 30, 2017.

6. Asset Retirement Obligations


A reconciliation of the Company'sCompany’s asset retirement obligations for the year ended December 31, 2018, 20172020, 2019 and 20162018 is as follows:


Year Ended December 31,
202020192018
(in thousands)
Beginning of period$25,709 $29,655 $17,586 
Liabilities incurred (1)
519 2,863 10,649 
Liabilities settled(1,501)(1,682)(1,630)
Disposition of properties(143)(7,668)(351)
Accretion expense1,788 1,592 1,291 
Revisions to estimate473 949 2,110 
End of period$26,845 $25,709 $29,655 
Less: Current asset retirement obligations2,020 2,218 2,325 
Long-term asset retirement obligations$24,825 $23,491 $27,330 
 Year Ended December 31,
 2018 2017 2016
 (in thousands)
Beginning of period$17,586
 $11,238
 $15,176
Liabilities incurred (1)(2)
10,649
 10,683
 83
Liabilities settled(1,630) (1,063) (16)
Disposition of properties(351) (5,138) (4,840)
Accretion expense1,291
 972
 861
Revisions to estimate2,110
 894
 (26)
End of period$29,655
 $17,586
 $11,238
Less: Current asset retirement obligations2,325
 1,489
 535
Long-term asset retirement obligations$27,330
 $16,097
 $10,703


(1)The year ended December 31, 2018 includes $7.4 million associated with properties acquired in the Merger. See Note 4 for additional information regarding the Merger.
(2)The year ended December 31, 2017 includes $8.7 million associated with properties acquired in the DJ Basin. See Note 4 for additional information regarding this acquisition.
(1)The year ended December 31, 2018 includes $7.4 million associated with properties acquired in the 2018 Merger. See Note 4 for additional information regarding the 2018 Merger.

7. Fair Value Measurements


Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company uses market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. These inputs can be readily observable, market corroborated or generally unobservable. A fair value hierarchy was established that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).


Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.


Level 2 – Quoted prices are available in active markets for similar assets or liabilities and in non-active markets for identical or similar instruments. Model-derived valuations have inputs that are observable or whose significant value drivers are observable. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace.


Level 3 – Pricing inputs include significant inputs that are generally less observable than objective sources. These inputs may be used with internally developed methodologies that result in management'smanagement’s best estimate of fair value. At each balance sheet date, the Company performs an analysis of all applicable instruments and includes in Level 3 all of those whose fair value is based on significant unobservable inputs.



Assets and Liabilities Measured at Fair Value on a Recurring Basis


Certain assets and liabilities are measured at fair value on a recurring basis in the Company'sCompany’s consolidated balance sheet. The following methods and assumptions were used to estimate the fair values:

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Cash equivalents – The highly liquid cash equivalents are recorded at fair value. Carrying value approximates fair value, which represents a Level 1 input.


Deferred compensation plan – The Company maintains a non-qualified deferred compensation plan which allows certain management employees to defer receipt of a portion of their compensation. The Company maintains assets for the deferred compensation plan in a rabbi trust. The assets of the rabbi trust are invested in publicly traded mutual funds and are recorded in other current and other long-term assets in the Consolidated Balance Sheets. The deferred compensation plan financial assets are reported at fair value based on active market quotes, which represent Level 1 inputs.


Commodity derivatives – The fair value of crude oil, natural gas and NGL swaps and costless collars are valued based on an income approach using various assumptions, such as quoted forward prices for commodities and time value factors. These assumptions are observable in the marketplace throughout the full term of the contract, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace, and are, therefore, designated as Level 2 inputs. The Company utilizes its counterparties'counterparties’ valuations to assess the reasonableness of its own valuations. At times, thevaluation. The Company currently utilizes an independent third party to perform the valuations.valuation.


The commodity derivatives have been adjusted for non-performance risk. For applicable financial assets carried at fair value, the credit standing of the counterparties is analyzed and factored into the fair value measurement of those assets. In addition, the fair value measurement of a liability has been adjusted to reflect the nonperformance risk of the Company.


The following tables set forth by level within the fair value hierarchy the Company'sCompany’s financial assets and liabilities that were measured at fair value on a recurring basis in the Consolidated Balance Sheets.


Level 1Level 2Level 3Total
 (in thousands)
As of December 31, 2020
Financial Assets
Cash equivalents$$$$
Deferred compensation plan910 910 
Commodity derivatives19,542 19,542 
Financial Liabilities
Commodity derivatives5,366 5,366 
As of December 31, 2019
Financial Assets
Cash equivalents
Deferred compensation plan2,033 2,033 
Commodity derivatives8,890 8,890 
Financial Liabilities
Commodity derivatives10,056 10,056 
 Level 1 Level 2 Level 3 Total
 (in thousands)
As of December 31, 2018       
Financial Assets       
Cash equivalents$12,188
 $
 $
 $12,188
Deferred compensation plan1,392
 
 
 1,392
Commodity derivatives
 109,494
 
 109,494
Financial Liabilities       
Commodity derivatives
 1,039
 
 1,039
As of December 31, 2017       
Financial Assets       
Cash equivalents271,027
 
 
 271,027
Deferred compensation plan1,749
 
 
 1,749
Commodity derivatives
 656
 
 656
Financial Liabilities       
Commodity derivatives
 25,714
 
 25,714


Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis


Certain assets and liabilities are measured at fair value on a nonrecurring basis in the Company'sCompany’s consolidated balance sheets. The following methods and assumptions were used to estimate the fair values:


Oil and gas properties Oil Proved oil and gas property costsproperties are evaluated for impairment on a quarterly basis or whenever events and reduced to faircircumstances indicate that a decline in the recoverability of their carrying value when there is an indication thatmay have occurred. Whenever the Company concludes the carrying costsvalue may not be recoverable, the Company estimates the expected undiscounted future net cash flows of its oil and gas properties using proved and risked probable and possible reserves based on its development plans and best estimate of future production, commodity pricing, reserve risking, gathering and transportation deductions, production tax rates, lease operating expenses and future development costs. The Company compares such undiscounted future net cash flows to the carrying amount of the oil and gas properties to determine if the carrying amount is recoverable. If the undiscounted future net cash flows exceed the carrying amount of the oil and gas properties, no impairment is taken. If the carrying amount of a property exceeds the undiscounted future net cash flows, the Company will impair the carrying value to
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fair value. If an impairment is necessary, the fair value is estimated by using either a market approach based on recent sales prices of comparable properties and/or indications from marketing activities or by using the income valuation technique, which involves calculating the present value of future net revenues. The present

value, net of estimated operating and development costs, is calculated using estimates of reserves, future commodity pricing, future production estimates, anticipated capital expenditures and various discount rates commensurate with the risk and current market conditions associated with realizing the projected cash flows, predominantly all of which are designated as Level 3 inputs within the fair value hierarchy.


InformationDuring the three months ended March 31, 2020, the Company’s proved oil and gas properties with a carrying value of $1.7 billion were reduced to a fair value of $0.5 billion, resulting in an impairment of $1.2 billion which was included in impairment and abandonment expense on the Consolidated Statement of Operations. The Company contracted with an independent third party to assist with the Company’s determination of fair value associated with its proved oil and gas properties. Through the use of the Company’s production and price forecast, the third party used the income valuation technique to assist the Company in the determination of fair value for the PDP and PDN reserves and a market approach utilizing sales prices of comparable properties to assist the Company in the determination of fair value of the PUD reserves. The following table includes quantitative information about the impaired assets is as follows:significant unobservable inputs, categorized within Level 3 of the fair value hierarchy, that were used in the fair value measurement.


 Level 1 Level 2 Level 3 
Net Book
Value
(1)
 
Impairment
Loss
(2)
 (in thousands)
As of December 31, 2018         
Oil and gas properties$
 $
 $
 $
 $
As of December 31, 2017         
Uinta Basin oil and gas properties (3)

 
 106,587
 144,532
 37,945
DJ Basin unproved properties
 
 18,832
 20,887
 2,055
Piceance Basin unproved properties
 
 
 9,098
 9,098

(1)Level 3 Unobservable InputsAmount represents net book value at the dateAs of assessment.March 31, 2020
Price (1)
(2)Oil (per Bbl)See Note 2 for additional information regarding$29 to $60
Gas (per MMbtu)$2.03 to $2.52
NGL (percentage of oil and gas property impairments.price)24% to 31%
Reserve adjustment factors
(3)PDPThe Uinta Basin properties were sold in December 2017. See Note 4 for additional information regarding the sale of the Uinta Basin properties.100%
PDN95%
Discount rate11%


(1)These prices were adjusted for location and quality differentials.

Unproved oil and gas properties are assessed periodically for impairment based on remaining lease terms, drilling results, reservoir performance, commodity price outlooks, future plans to develop acreage, recent sales prices of comparable properties and other relevant matters. During the three months ended March 31, 2020, due to substantial commodity price declines, certain unproved oil and gas properties with a carrying value of $256.0 million were reduced to a fair value of $179.7 million, resulting in an impairment of $76.3 million which was included in impairment and abandonment expense on the Consolidated Statement of Operations. The Company contracted with an independent third party to assist the Company in the Company’s determination of fair value of the Company’s unproved oil and gas properties. The third party used the market approach utilizing sales prices of comparable properties to determine the fair value of the unproved oil and gas properties.

Aside from the three months ended March 31, 2020, no properties were measured at fair value during any other quarters during the years ended December 31, 2020 and 2019.

Purchase price allocation The 2018 Merger wasaccounted for as a business combination, using the acquisition method. The allocation of the total purchase price to the identifiable assets acquired and the liabilities assumed was based on the fair values at the acquisition date. See Note 4 for additional information regarding the fair value of the 2018 Merger.


Additional Fair Value Disclosures


Long-term Debt – Long-term debt is not presented at fair value on the Consolidated Balance Sheets, as it is recorded at carrying value, net of unamortized debt issuance costs. The estimated fair valuesvalue of the Company's fixed rate 7.0% Senior Notes and 8.75% Senior Notes totaled $594.4was $141.2 million and $661.4$335.0 million as of December 31, 20182020 and 2017,2019, respectively. The estimated fair value of the 8.75% Senior Notes was $121.0 million and $251.2 million as of December 31, 2020 and 2019, respectively. The fair values of the Company'sCompany’s fixed rate Senior Notes are based on active market quotes, which represent Level 1 inputs.


There is no active, public market for the Amended Credit Facility or Lease Financing Obligation.Facility. The recorded value of the Amended Credit Facility approximates its fair value due to its floating rate structure based on the LIBOR spread, secured interest, and the Company'sCompany’s borrowing base utilization. The Amended Credit Facility had a balance of zero$140.0 million as of both December 31, 20182020 and 2017. The Lease Financing Obligation fair values of $1.8 million and $2.1 million as of December 31, 2018 and 2017, respectively, are measured based on market-based parameters of comparable term secured financing instruments.2019. The fair value measurements for the Amended Credit Facility and Lease Financing Obligation represent Level 2 inputs.

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8. Derivative Instruments


The Company uses financial derivative instruments as part of its price risk management program to achieve a more predictable cash flow from its production revenues by reducing its exposure to commodity price fluctuations. The Company has entered into financial commodity swap, contractsswaption and costless collarscashless collar contracts related to the sale of a portion of the Company'sCompany’s production. A swap allows the Company to receive a fixed price for its production and pay a variable market price to the counterparty. A swaption allows the counterparty, on a specific date, to extend an existing fixed-price swap for a certain period of time or to increase the notional volumes of an existing fixed-price swap. A cashless collar establishes a floor and a ceiling price, which allows the Company to receive the difference between the floor price and the variable market price if the variable market price is below the floor price. However, the Company will pay the difference between the ceiling price and the variable market price if the variable market price is above the ceiling. No amounts are paid or received if the variable market price is between the floor and ceiling prices. The Company has also entered into crude oil swaps to fix the differential in pricing between the NYMEX WTI calendar month average and the physical crude delivery month price (“oil roll swaps”). The Company does not enter into derivative instruments for speculative or trading purposes.


In addition to financial contracts, the Company may at times be party to various physical commodity contracts for the sale of oil, natural gas and NGLs that have varying terms and pricing provisions. These physical commodity contracts qualify for the normal purchase and normal sale exception and, therefore, are not subject to hedge or mark-to-market accounting. The financial impact of physical commodity contracts is included in oil, natural gas and NGL production revenues at the time of settlement.


All derivative instruments, other than those that meet the normal purchase and normal sale exception, as mentioned above, are recorded at fair value and included on the Consolidated Balance Sheets as assets or liabilities. The following table

summarizes the location, as well as the gross and net fair value amounts, of all derivative instruments presented on the Consolidated Balance Sheets as of the dates indicated.


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 As of December 31, 2018As of December 31, 2020
Balance Sheet Gross Amounts of
Recognized Assets
 Gross Amounts
Offset in the Balance
Sheet
 Net Amounts of
Assets Presented in
the Balance Sheet
Balance SheetGross Amounts of
Recognized Assets
Gross Amounts
Offset in the Balance
Sheet
 Net Amounts of
Assets Presented in
the Balance Sheet
   (in thousands)    (in thousands)  
Derivative assets current $82,205
 $(1,039)
(1) 
$81,166
Derivative assets non-current 27,289
 
 27,289
Derivative assetsDerivative assets$19,410 $(933)(1)$18,477 
Other noncurrent assetsOther noncurrent assets132 (132)(1)
Total derivative assets $109,494
 $(1,039) $108,455
Total derivative assets$19,542 $(1,065)$18,477 
      
 Gross Amounts of
Recognized Liabilities
 Gross Amounts
Offset in the Balance
Sheet
 Net Amounts of
Liabilities Presented in
the Balance Sheet
Gross Amounts of
Recognized Liabilities
Gross Amounts
Offset in the Balance
Sheet
Net Amounts of
Liabilities Presented in
the Balance Sheet
   (in thousands)    (in thousands)  
Derivative liabilities $(1,039) $1,039
(1) 
$
Derivative liabilities$(2,347)$933 (1)$(1,414)
Derivatives and other noncurrent liabilities 
 
 
Other noncurrent liabilitiesOther noncurrent liabilities(3,019)132 (1)(2,887)
Total derivative liabilities $(1,039) $1,039
  $
Total derivative liabilities$(5,366)$1,065 $(4,301)
      
 As of December 31, 2017As of December 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
Balance SheetGross Amounts of
Recognized Assets
Gross Amounts
Offset in the Balance
Sheet
 Net Amounts of
Assets Presented in
the Balance Sheet
   (in thousands)    (in thousands)  
Derivative assets current $594
 $(594)
(1) 
$
Derivative assets non-current 62
 (62)
(1) 

Derivative assetsDerivative assets$8,477 $(4,561)(1)$3,916 
Other noncurrent assetsOther noncurrent assets413 (413)(1)
Total derivative assets $656
 $(656) $
Total derivative assets$8,890 $(4,974)$3,916 
      
 Gross Amounts of
Recognized Liabilities
 Gross Amounts
Offset in the Balance
Sheet
 Net Amounts of
Liabilities Presented in
the Balance Sheet
Gross Amounts of
Recognized Liabilities
Gross Amounts
Offset in the Balance
Sheet
Net Amounts of
Liabilities Presented in
the Balance Sheet
   (in thousands)    (in thousands)  
Derivative liabilities $(21,534) $594
(1) 
$(20,940)Derivative liabilities$(8,972)$4,561 (1)$(4,411)
Derivatives and other noncurrent liabilities (4,180) 62
(1) 
(4,118)
Other noncurrent liabilitiesOther noncurrent liabilities(1,084)413 (1)(671)
Total derivative liabilities $(25,714) $656
  $(25,058)Total derivative liabilities$(10,056)$4,974 $(5,082)
 
(1)Asset and liability balances with the same counterparty are presented as a net asset or liability on the Consolidated Balance Sheets.

(1)Asset and liability balances with the same counterparty are presented as a net asset or liability on the Consolidated Balance Sheets.

As of December 31, 2018,2020, the Company had swap and swaption contracts in place to hedge the following volumes for the periods indicated:
For the Year 2021For the Year 2022
Derivative VolumesWeighted Average PriceDerivative VolumesWeighted Average Price
Swaps
Oil (Bbls)3,098,000 $54.30 $
Natural Gas (MMbtu)5,790,000 2.13 3,650,000 2.13 
Oil Roll Swaps (1)
Oil (Bbls)973,500 (0.01)
Swaptions (2)
Oil (Bbls)1,092,000 55.08 
 For the Year 2019 For the Year 2020
 Derivative Volumes Weighted Average Price Derivative Volumes Weighted Average Price
Oil (Bbls)6,704,184
 $58.85
 2,469,000
 $60.79
Natural Gas (MMbtu)3,050,000
 2.46
 
 


(1)These contracts establish a fixed amount for the differential between the NYMEX WTI calendar month average and the physical crude oil delivery month price. The weighted average differential represents the amount of reduction to NYMEX WTI prices for the notional volumes covered by the swap contracts.
(2)These swaptions may become effective fixed-price swaps at the counterparty’s election on December 31, 2021.

As of December 31, 2018 ,2020, the Company had cashless collars (purchased put options and written call options) in place to hedge the following volumes for the periods indicated:
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 For the Year 2019
 Derivative Volumes Weighted Average Floor Price Weighted Average Ceiling Price
Oil (Bbls)552,000
 $55.00
 $77.56
Natural Gas (MMbtu)225,000
 3.25
 4.45


For the Year 2021
Derivative VolumesWeighted Average FloorWeighted Average Ceiling
Cashless Collars
Natural Gas (MMbtu)1,800,000 $2.00 $4.25 

The Company'sCompany’s derivative financial instruments are generally executed with major financial or commodities trading institutions. The instruments expose the Company to market and credit risks and may, at times, be concentrated with certain counterparties or groups of counterparties. The Company had derivatives in place with eight7 different counterparties as of December 31, 2018.2020. Although notional amounts are used to express the volume of these contracts, the amounts potentially subject to credit risk in the event of non-performance by the counterparties are substantially smaller. The creditworthiness of counterparties is subject to continual review by management, and the Company believes all of these institutions currently are acceptable credit risks. Full performance is anticipated, and the Company has no past due receivables from any of its counterparties.


It is the Company'sCompany’s policy to enter into derivative contracts with counterparties that are lenders in the Amended Credit Facility, affiliates of lenders in the Amended Credit Facility or potential lenders in the Amended Credit Facility. The Company'sCompany’s derivative contracts are documented using an industry standard contract known as a Schedule to the Master Agreement and International Swaps and Derivative Association, Inc. ("ISDA"(“ISDA”) Master Agreement or other contracts. Typical terms for these contracts include credit support requirements, cross default provisions, termination events and set-off provisions. The Company is not required to provide any credit support to its counterparties other than cross collateralization with the properties securing the Amended Credit Facility. The Company has set-off provisions in its derivative contracts with lenders under its Amended Credit Facility which, in the event of a counterparty default, allow the Company to set-off amounts owed to the defaulting counterparty under the Amended Credit Facility or other obligations against monies owed the Company under derivative contracts. Where the counterparty is not a lender under the Company's AmendedCompany’s Credit Facility, the Company may not be able to set-off amounts owed by the Company under the Amended Credit Facility, even if such counterparty is an affiliate of a lender under such facility. The Company does not have any derivative balances that are offset by cash collateral.


9. Income Taxes


The (expense) benefit for income taxes consisted of the following for the periods indicated:


Year Ended December 31,
202020192018
(in thousands)
Current:
Federal$$$
State
Deferred:
Federal83,755 35,806 (1,777)
State12,107 6,310 (50)
Total$95,862 $42,116 $(1,827)
 Year Ended December 31,
 2018 2017 2016
 (in thousands)
Current:     
Federal$
 $1,402
 $
State
 
 
Deferred:     
Federal(1,777) 
 
State(50) 
 
Total$(1,827) $1,402
 $


Income tax (expense) benefit differed from the amounts computed by applying the U.S. federal income tax rate of 21% to pretax income for the year ended December 31, 2018 and 35% to pretax income for the years ended December 31, 20172020 and 20162019 and 2018 from continuing operations as a result of the following:




86


Year Ended December 31,Year Ended December 31,
2018 2017 2016202020192018
(in thousands)(in thousands)
Income tax (expense) benefit at the federal statutory rate$(25,840) $48,869
 $59,632
Income tax (expense) benefit at the federal statutory rate$264,567 $37,159 $(25,840)
State income taxes, net of federal tax effect(5,144) 4,030
 4,971
Change in federal tax rate
 (64,949) 
Refundable AMT credits
 1,402
 
State income tax (expense) benefit, net of federal tax effectState income tax (expense) benefit, net of federal tax effect43,956 6,002 (5,144)
Nondeductible equity-based compensation(3,101) (13,655) (64)Nondeductible equity-based compensation(2,531)(1,895)(3,101)
Nondeductible costs in connection with Merger(2,545) 
 
Nondeductible costs in connection with 2018 MergerNondeductible costs in connection with 2018 Merger(2,545)
Other permanent items(418) (37) (62)Other permanent items(449)(157)(418)
Change in valuation allowance36,321
 (35,684) (64,477)Change in valuation allowance(209,885)628 36,321 
Change in valuation allowance due to TCJA
 64,949
 
Change in valuation allowance - Section 38264,994
 
 
Change in valuation allowance - Section 38264,994 
Change in apportioned state tax rates(723) (1,086) 
Change in apportioned state tax rates204 275 (723)
Eliminate UT jurisdiction NOL's and credits
 (2,647) 
Change in ownership - Section 382(64,994) 
 
Change in ownership - Section 382(64,994)
Other, net(377) 210
 
Other, net104 (377)
Income tax (expense) benefit$(1,827) $1,402
 $
Income tax (expense) benefit$95,862 $42,116 $(1,827)


On the date of the 2018 Merger, the Fifth Creek assets were acquired in a nontaxable transaction pursuant to Section 351 of the Internal Revenue Code. Accordingly, a deferred tax liability of $137.7 million was recorded to reflect the difference between the fair value recorded and the income tax basis of the assets acquired and liabilities assumed.


The tax effects of temporary differences that give rise to significant components of the deferred tax assets and deferred tax liabilities as of December 31, 20182020 and 20172019 are presented below:



As of December 31,
20202019
(in thousands)
Long-term:
Deferred tax assets:
Net operating loss carryforward$136,373 $112,409 
Oil and gas properties79,100 
Stock-based compensation736 1,368 
Financing obligation1,921 2,163 
Accrued expenses38 
Derivative instruments287 
Other assets6,302 148 
Capital loss carryforward869 890 
Less: Valuation allowance(222,473)(12,587)
Total long-term deferred tax assets2,828 104,716 
Deferred tax liabilities:
Oil and gas properties(201,396)
Long-term derivative instruments(3,477)
Prepaid expenses(811)(462)
Deferred compensation(96)(276)
Total long-term deferred tax assets (liabilities)(4,384)(202,134)
Net long-term deferred tax assets (liabilities)$(1,556)$(97,418)

 As of December 31,
 2018 2017
 (in thousands)
Long-term:   
Deferred tax assets:   
Net operating loss carryforward$112,898
 $170,536
Stock-based compensation1,962
 3,826
Deferred rent628
 163
Deferred compensation
 1,824
State tax credit carryforwards
 6,499
Financing obligation1,174
 705
Accrued expenses250
 248
Derivative instruments
 6,158
Other assets2,409
 228
Capital loss carryforward1,028
 
Less: Valuation allowance(13,215) (114,530)
Total long-term deferred tax assets107,134
 75,657
Deferred tax liabilities:   
Oil and gas properties(219,390) (75,409)
Long-term derivative instruments(26,700) 
Prepaid expenses(374) (248)
Deferred compensation(204) 
Total long-term deferred tax assets (liabilities)(246,668) (75,657)
Net long-term deferred tax assets (liabilities)$(139,534) $


In connection with the 2018 Merger, the Company had a greater than 50% ownership change pursuant to Section 382 of the Internal Revenue Code. As a result of the ownership change, the Company'sCompany’s ability to use pre-change net operating losses ("NOLs"(“NOLs”) and credits against post-change taxable income is limited to an annual amount plus any built-in gains recognized within five years of the ownership change. The Company'sCompany’s annual limitation amount is approximately $11.7 million and the net unrealized built-in gain is projected to be $176.9 million. The Company has reduced its federal and state NOLs by $276.1$274.7 million and $14.0$13.1 million, respectively, and eliminated its state tax credits by $8.2 million to reflect the expected impact of the
87


Section 382 limitation. Deferred tax assets and the corresponding valuation allowance have been reduced by $65.0 million for the expected tax effect of the Section 382 limitation. As of December 31, 2018,2020, the Company projected approximately $457.8$554.7 million and $458.2$553.3 million of federal and state NOLs, respectively. Federal NOLs of $98.9 million and state NOLs of $97.0 million have no expiration. The remaining federal and state NOLs begin to expire in 2025 and the state NOLs begin to expire in 2029.2029, respectively.


On December 22, 2017, Congress signed into law the Tax Cut and Jobs Act of 2017 ("TCJA"(“TCJA”). The TCJA includedincludes significant changes to the U.S. corporate tax systems including a rate reduction from 35% to 21% beginning in January of 2018. Accordingly, the 21% federal tax rate wasis utilized in computing the Company'sCompany’s annualized effective tax rate. Other provisions of TCJA includedinclude the elimination of the corporate alternative minimum tax ("AMT"(“AMT”), the acceleration of depreciation for US tax purposes, limitations on deductibility of interest expense, expanded Section 162(m) limitations on the deductibility of officer'sofficer’s compensation, the elimination of net operatingoperation loss carrybacks and indefinite carryforwards on losses generated after 2017, subject to restrictions on their utilization. 


In assessing the ability to realize the benefit of the deferred tax assets, management must consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. Management considers all available evidence (both positive and negative) in determining whether a valuation allowance is required. Such evidence includes the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment, and judgment is required in considering the relative weight of negative and positive evidence. In regardFor the year ended December 31, 2020, the Company determined that there would not be sufficient future taxable income to the Company'suse existing deferred tax assets the Company considered all available evidence in assessing the need forand has recorded a valuation allowance. Inallowance against the fourth quarterexisting deferred tax assets and a deferred tax liability of 2018, the Company implemented a development plan$1.6 million for its oil and gas properties and reclassified a significant portion of unproved assets to proved, therefore indicating that sufficientprojected taxable income wouldin future periods beyond 2037 in which only 80% of taxable income can be generatedoffset by net operating losses. The Company continues to reverse mostmonitor facts and circumstances in the reassessment of the valuation allowance.likelihood that operating loss carryforwards, credits and other deferred tax assets will be utilized prior to their expiration.




The Company accounts for uncertainty in income taxes for tax positions taken or expected to be taken in a tax return. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by the taxing authorities, based on the technical merits. The Company did not have any additions, reductions or settlements of unrecognized tax benefits. In 2018,2020, the Company generated no uncertain tax positions.


The Company'sCompany’s policy is to classify accrued penalties and interest related to unrecognized tax benefits in the Company'sCompany’s income tax provision. As of December 31, 2018,2020, the Company did not have any accrued interest or penalties associated with any unrecognized tax benefits, nor was any interest expense recognized during the current year.


The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and in various states. With few exceptions, the Company is subject to U.S. federal tax examination for years 20152017 through 20182020 and is subject to state tax examination for years 20142016 through 2018.2020. 


10. Stockholders'Stockholders’ Equity


Common and Preferred Stock. The Company'sCompany’s authorized capital structure consists of 75,000,00075 million shares of preferred stock, par value $0.001 per share, and 400,000,0008 million shares of common stock, par value $0.001 per share. In March 2018, the Company adopted an amended and restated Certificate of Incorporation which increased the number of authorized shares of common stock from 300,000,000 to 400,000,000. There are no0 issued and outstanding shares of preferred stock.


In March 2018, the Company completed the 2018 Merger with Fifth Creek. Pursuant to the 2018 Merger Agreement, each share of Bill Barrett common stock, par value $0.001 per share (the "BBG“BBG Common Stock"Stock”), issued and outstanding immediately prior to the closing of the 2018 Merger was converted into one share of the Company'sCompany’s common stock and all outstanding equity interests in Fifth Creek, in the aggregate, were converted into 100,000,0002 million shares (100 million shares on a pre-split basis) of the Company'sCompany’s common stock. In addition, all options to purchase shares of BBG Common Stock and all common stock awards and performance-based cash unit awards relating to BBG Common Stock that were outstanding immediately prior to the closing of the 2018 Merger were generally converted into corresponding awards relating to shares of the Company'sCompany’s common stock on the same terms and conditions (excluding performance conditions) as applied prior to the closing of the 2018 Merger (with 2016 and 2017 Program performance-based cash units converting into time-based common stock awards based on actual performance for the 2016 program and target performance for the 2017 program through the closing date). See Note 11 for additional information on equity compensation.


In March 2018, the Company terminated the Equity Distribution Agreement, dated as of June 2015, by and between the Company and Goldman, Sachs and Co., which established an "at-the-market"“at-the-market” program for sales of common stock from time to time. The agreement was terminable at will upon written notification by the Company with no penalty. NoNaN shares had been sold pursuant to this Agreement.

88


In December 2017, the Company completed a public offering of its common stock, selling 23,205,529 shares at a price of $5.00 per share, par value $0.001 per share. The sale included the partial exercise of 2,205,529 shares of common stock by the underwriters from their option to purchase 3,150,000 shares of common stock. Net proceeds from the sale, after deducting fees and estimated expenses, were approximately $110.8 million.

In December 2017, the Company issued 10,863,000 shares of common stock pursuant to the 2017 Debt Exchange with a holder of the Company's 7.0% Senior Notes. The holder exchanged $50.0 million principal amount of the 7.0% Senior Notes for 10,863,000 newly issued shares of the Company's common stock.

In December 2016, the Company completed a public offering of its common stock, selling 15,525,000 shares at a price of $7.40 per share, par value $0.001 per share. The sale included the full exercise by the underwriters of their option to purchase 2,025,000 shares of common stock. Net proceeds from the sale of common stock, after deducting fees and expenses, were $109.7 million.

In June 2016, the Company issued 10,000,000 shares of common stock pursuant to the 2016 Debt Exchange with a holder of the Company's 7.625% Senior Notes. The holder exchanged $84.7 million principal amount of the 7.625% Senior Notes for 10,000,000 newly issued shares of the Company's common stock.

Treasury Stock. The Company may occasionally acquire treasury stock, which is recorded at cost, in connection with the vesting and exercise of stock-based awards or for other reasons. As of December 31, 2018,2020, all treasury stock held by the Company was retired.




The following table reflects the activity in the Company'sCompany’s common and treasury stock for the periods indicated:


Year Ended December 31,
202020192018
Common Stock Outstanding:
Shares at beginning of period4,273,391 4,249,543 2,207,272 
Shares issued for directors' fees12,770 3,164 3,751 
Shares issued for nonvested shares of common stock40,572 36,954 46,642 
Shares issued for 2018 Merger, common stock2,000,000 
Shares retired or forfeited(21,658)(16,270)(8,122)
Shares at end of period4,305,075 4,273,391 4,249,543 
Treasury Stock:
Shares at beginning of period
Treasury stock acquired14,294 14,380 5,716 
Treasury stock retired(14,294)(14,380)(5,716)
Shares at end of period
 Year Ended December 31,
 2018 2017 2016
Common Stock Outstanding:     
Shares at beginning of period110,363,539
 75,721,360
 49,864,512
Shares issued for directors' fees187,566
 68,486
 97,299
Shares issued for nonvested shares of common stock2,332,114
 801,579
 686,500
Shares issued for debt exchange
 10,863,000
 10,000,000
Shares issued for equity offering
 23,205,529
 15,525,000
Shares issued for merger, common stock100,000,000
 
 
Shares retired or forfeited(406,118) (296,415) (451,951)
Shares at end of period212,477,101
 110,363,539
 75,721,360
Treasury Stock:     
Shares at beginning of period
 
 
Treasury stock acquired285,807
 243,389
 227,561
Treasury stock retired(285,807) (243,389) (227,561)
Shares at end of period
 
 


11. Equity Incentive Compensation Plans and Other Long-term Incentive Programs


The Company maintains various stock-based compensation plans and other employee benefit plans as discussed below. Stock-based compensation is measured at the grant date based on the value of the awards, and the fair value is recognized on a straight-line basis over the requisite service period (usually the vesting period). Nonvested shares of common stock generally vest ratably over a three year service period, and nonvested shares of common stock units vest over a one year service period. Cash-based compensation is measured at fair value at each reporting date and is recognized on a straight-line basis over the requisite service period (usually the vesting period). Cash-based awards generally have a cliff vest of three years.


The following table presents the long-term equity and cash incentive compensation related to awards for the periods indicated:


 Year Ended December 31,
 202020192018
 (in thousands)
Nonvested common stock (1)
$4,106 $6,601 $6,036 
Nonvested common stock units (1)
543 1,177 1,138 
Nonvested performance cash units (2)(3)
(1,162)844 52 
Total$3,487 $8,622 $7,226 
 Year Ended December 31,
 2018 2017 2016
 (in thousands)
Common stock options (1)
$
 $
 $69
Nonvested common stock (1)
6,036
 5,852
 6,696
Nonvested common stock units (1)
1,138
 690
 883
Nonvested performance-based shares (1)

 558
 1,808
Nonvested performance cash units (2)(3)
52
 1,189
 2,485
Total$7,226
 $8,289
 $11,941


(1)Unrecognized compensation cost as of December 31, 2018 was $8.1 million related to grants of nonvested shares of common stock that are expected to be recognized over a weighted-average period of 1.8 years.
(2)The nonvested performance-based cash units are accounted for as liability awards with $1.4 million in accounts payable and accrued liabilities as of December 31, 2017, and $0.3 million, $3.0 million and $2.9 million in derivatives and other noncurrent liabilities as of December 31, 2018, 2017 and 2016, respectively, in the 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.

(1)Unrecognized compensation cost as of December 31, 2020 was $3.1 million related to grants of nonvested shares of common stock and common stock units that are expected to be recognized over a weighted-average period of 1.5 years.
Stock Options(2)The nonvested performance-based cash units are accounted for as liability awards with $0.0 million, $1.2 million and $0.3 million in other noncurrent liabilities as of December 31, 2020, 2019 and 2018, respectively, in the 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. As of December 31, 2020, all nonvested performance cash units were cancelled, resulting in a reversal of expense and liability balances.

Nonvested Equity and Cash Awards. In May 2012, the Company'sCompany’s stockholders approved and adopted its 2012 Equity Incentive Plan (the "2012“2012 Incentive Plan"Plan”). The purpose of the 2012 Incentive Plan is to enhance the Company'sCompany’s ability to attract and retain officers, employees and directors and to provide such persons with an interest in the

Company aligned with
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the interests of stockholders. The 2012 Incentive Plan provides for the grant of stock options (including incentive stock options and non-qualified stock options) and other awards including performance units, performance shares, share awards, share units, restricted stock, cash incentive, and stock appreciation rights or SARs. SARS, and stock options (including incentive stock options and non-qualified stock options).

In February 2018,March 2020, the Company'sCompany’s stockholders approved an amendment to the 2012 Incentive Plan (the "Amendment"“Amendment”).

Pursuant to the Amendment, under the 2012 Incentive Plan, the Company is authorized to issue 6,500,000233,455 shares, less any shares issued under the 2012 Incentive Plan on or after the Amendment adoption date, and plus any shares that again become available for grant. Shares underlying grants that expire without being exercised or are forfeited are available for grant under the 2012 Incentive Plan; however, shares withheld by the Company to satisfy any tax withholding obligation will not be available for future issuance. As of December 31, 2018, 4,565,9022020, 232,311 shares remain available for grant under the 2012 Incentive Plan.


Currently, the Company's practice is to issue new shares upon stock option exercise. The Company does not expect to repurchase any shares in the open market or issue treasury shares to settle any such exercises. For the years ended December 31, 2018, 2017 and 2016,Historically, the Company did not pay cash to repurchase any stock option exercises.

A summary ofhas granted share-based option activity under allawards, however, the Company's plans asCompany has not granted these awards since 2012. As of December 31, 2018,2019, there are 0 outstanding share-based option awards, and changes during the year then ended, is presented below:

Option Awards Shares 
Weighted Average
Exercise Price
 
Weighted Average
Remaining
Contractual Term
(in years)
 
Aggregate
Intrinsic Value
Outstanding at January 1, 2018 199,123
 $31.42
    
Granted (1)
 
 
    
Exercised 
 
    
Forfeited or expired (72,280) 38.75
    
Outstanding at December 31, 2018 (2)
 126,843
 27.25
 0.12 $

(1)The Company has not granted any share-based option awards since 2012.
(2)At December 31, 2017, all share-based options granted have vested and are exercisable.

Therethere have been no0 stock options exercised for the years ended December 31, 2018, 20172019 and 2016.2018.


The Company grants service-based shares of common stock to employees, which generally vest ratably over a three year service period. These awards are measured at fair value based on the closing price of the Company'sCompany’s common stock on the date of grant. A summary of the Company'sCompany’s nonvested common stock awards for the years ended December 31, 2018, 20172020, 2019 and 20162018 is presented below:


Year Ended December 31,
 202020192018
Nonvested Common Stock AwardsSharesWeighted
Average
Grant Date
Fair Value 
SharesWeighted
Average
Grant Date
Fair Value 
SharesWeighted
Average
Grant Date
Fair Value 
Outstanding at January 1,59,369 $190.74 58,243 $263.50 27,897 $348.48 
Granted40,572 57.00 36,954 131.95 23,716 273.50 
Modified (1)
22,926 242.00 
Vested (2)
(33,805)212.12 (33,939)249.50 (13,890)412.00 
Forfeited(7,468)76.15 (1,889)245.50 (2,406)296.50 
Outstanding at December 31,58,668 100.32 59,369 190.74 58,243 263.50 
  Year Ended December 31,
  2018 2017 2016
Nonvested Common Stock Awards Shares Weighted
Average
Grant Date
Fair Value 
 Shares Weighted
Average
Grant Date
Fair Value 
 Shares Weighted
Average
Grant Date
Fair Value 
Outstanding at January 1, 1,394,868
 $7.00
 1,169,099
 $9.33
 1,002,947
 $15.53
Granted 1,185,809
 5.47
 791,129
 5.99
 686,500
 5.11
Modified (1)
 1,146,305
 4.84
 
 
 
 
Vested (2)
 (694,505) 8.24
 (513,376) 10.74
 (451,329) 15.90
Forfeited or expired (120,311) 5.93
 (51,984) 7.91
 (69,019) 14.14
Outstanding at December 31, 2,912,166
 5.27
 1,394,868
 7.00
 1,169,099
 9.33


(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 of nonvested common stock awards for the year ended December 31, 2018.

(2)
The fair value of common stock awards vested was $3.7 million, $2.9 million and $1.7 million for the years ended December 31, 2018, 2017 and 2016, respectively.

(1)Due to the closing of the 2018 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 of nonvested common stock awards for the year ended December 31, 2018.
(2)The fair value of common stock awards vested was $1.6 million, $4.1 million and $3.7 million for the years ended December 31, 2020, 2019 and 2018, respectively.

The Company grants service-based shares of common stock units to non-employee or outside directors, which generally vest over a one year service period. These awards are measured at fair value based on the closing price of the Company'sCompany’s common stock on the date of grant. The common stock units are the directors'directors’ annual compensation and are settled in common stock on a one-to-one basis. The outside directors may also elect to receive all or a portion of their quarterly cash compensation in the form of common stock units. Common stock units have only been granted to outside directors. A summary of the Company'sCompany’s nonvested common stock units for the years ended December 31, 2018, 20172020, 2019 and 20162018 is presented in the table below:


Year Ended December 31,
 202020192018
Nonvested Common Stock Unit AwardsUnitsWeighted
Average
Grant Date
Fair Value 
UnitsWeighted
Average
Grant Date
Fair Value 
UnitsWeighted
Average
Grant Date
Fair Value 
Outstanding at January 1,15,922 $163.61 6,224 $362.97 5,451 $318.34 
Granted10,618 13.48 12,862 93.78 4,525 291.50 
Vested (1)
(12,770)131.38 (3,164)271.99 (3,752)212.00 
Forfeited(1,588)12.69 
Outstanding at December 31,12,182 86.21 15,922 163.61 6,224 362.97 

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  Year Ended December 31,
  2018 2017 2016
Nonvested Common Stock Unit Awards Units Weighted
Average
Grant Date
Fair Value 
 Units Weighted
Average
Grant Date
Fair Value 
 Units Weighted
Average
Grant Date
Fair Value 
Outstanding at January 1, 272,559
 $6.37
 147,167
 $10.09
 145,492
 $11.07
Granted 226,244
 5.83
 193,878
 3.56
 98,974
 7.02
Vested (1)
 (187,566) 4.24
 (68,486) 6.42
 (97,299) 8.43
Forfeited or expired 
 
 
 
 
 
Outstanding at December 31, 311,237
 7.26
 272,559
 6.37
 147,167
 10.09
(1)The fair value of common stock unit awards vested was $0.2 million, $0.3 million and $1.1 million for the years ended December 31, 2020, 2019 and 2018, respectively.

(1)The fair value of common stock unit awards vested was $1.1 million, $0.2 million and $0.7 million for the years ended December 31, 2018, 2017 and 2016, respectively.


For the years ended December 31, 2018, 20172020, 2019 and 2016,2018, the Company granted performance-based cash units that will settle in cash. These awards are accounted for as liability awards and are measured at fair value at each reporting date. A summary of the Company'sCompany’s nonvested performance-based cash units for the years ended December 31, 2018, 20172020, 2019 and 20162018 is presented below:


Year Ended December 31,
 202020192018
Nonvested Performance-Based
Cash Unit Awards
UnitsWeighted
Average
Fair Value 
UnitsWeighted
Average
Fair Value 
UnitsWeighted
Average
Fair Value 
Outstanding at January 1,51,521 18,191 30,962 
Granted71,388 40,530 18,706 
Performance goal adjustment (1)
226 
Modified (2)
(24,230)
Vested (3)
(5,733)
Forfeited (4)
(122,909)(7,200)(1,740)
Outstanding at December 31,$51,521 $79.50 18,191 $61.50 
  Year Ended December 31,
  2018 2017 2016
Nonvested Performance-Based
Cash Unit Awards
 Units Weighted
Average
Fair Value 
 Units Weighted
Average
Fair Value 
 Units Weighted
Average
Fair Value 
Outstanding at January 1, 1,548,083
   942,326
   391,278
  
Granted 935,293
   669,043
   646,572
  
Performance goal adjustment (1)
 11,289
   
   
  
Modified (2)
 (1,211,478)   
   
  
Vested (3)
 (286,652)   
   
  
Forfeited or expired (86,950)   (63,286)   (95,524)  
Outstanding at December 31, 909,585
 $1.23
 1,548,083
 $5.10
 942,326
 $8.89


(1)(1)The 2015 Program vested at 104.1% in excess of target level and resulted in additional units vested at 104.1% of the target level and resulted in additional units vesting in March 2018. These units are included in the vested line item for the year ended December 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 year ended December 31, 2018. The 2016 Program converted based on its 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.
(3)
The fair value of performance-based cash unit awards vested was $1.5 million for the year ended December 31, 2018. No awards vested in 2017 or 2016.

For the year ended December 31, 2014 and prior, the Company granted performance-based shares that settled in common stock. These awards are accounted for as equity awards. The market-based goals or total shareholder return ("TSR") goals2018.

associated with these awards are valued at each reporting date using a Monte Carlo simulation. The non-market-based goals are measured at fair value based on(2)Due to the closing price of the Company's2018 Merger, the 2016 and 2017 Performance Cash Programs were converted from nonvested performance-based cash units to nonvested common stock on the date of grant. A summary of the Company's vestedawards, resulting in a decrease in nonvested performance-based shares of common stockcash units for the yearsyear ended December 31, 2018. The 2016 Program converted based on performance through March 19, 2018, 2017 and 2016 is presented below:which resulted in 89% of the units converting to nonvested common stock awards or a reduction of 1,303 units converting to nonvested common stock awards.

(3)The fair value of performance-based cash unit awards vested was $1.5 million for the year ended December 31, 2018. NaN awards vested in 2020 or 2019.
(4)During the year ended December 31, 2020, all nonvested performance-based cash unit awards were forfeited due to the cancellation of all performance cash programs.
  Year Ended December 31,
  2018 2017 2016
Nonvested Performance-Based
Common Stock Awards
 Shares Weighted
Average
Grant Date
Fair Value 
 Shares Weighted
Average
Grant Date
Fair Value 
 Shares Weighted
Average
Grant Date
Fair Value 
Outstanding at January 1, 
 $
 156,615
 $19.54
 468,561
 $18.46
Granted (1)
 
 
 
 
 
 
Performance goal adjustment (2)
 
 
 10,450
 24.45
 
 
Vested (3)(4)
 
 
 (166,023) 24.45
 (156,575) 19.81
Forfeited or expired 
 
 (1,042) 24.62
 (155,371) 20.44
Outstanding at December 31, 
 
 
 
 156,615
 19.54

(1)The Company has not granted any performance-based common stock awards since 2014.
(2)The 2014 Program vested at 106.7% in excess of target level and resulted in additional shares vested in May 2017. These shares are included in the vested line item for the year ended December 31, 2017.
(3)The Compensation Committee approved a special retention award on July 18, 2013. A debt performance gate was required to be met as of December 31, 2013 in which the shares would vest on July 18, 2014, 2015 and 2016. The vested shares of 15,495 are included in the vested line item for the year ended December 31, 2016.
(4)The fair value of performance-based common stock awards vested was $0.6 million and $1.2 million for the years ended December 31, 2017 and 2016, respectively. No awards vested in 2018.


Performance Cash and Share Programs


20182020 Program. In February 2018,2020, the Compensation Committee of the Board of Directors of the Company approved a performance cash program (the "2018 Program"“2020 Program”) granting performance cash units that will settle in cash and are accounted for as liability awards. The performance-based awards would contingently vest in February 2023, depending on the level at which the performance goal is achieved. In October 2020, all performance cash units were forfeited due to the cancellation of the 2020 Program.

2019 Program. In February 2019, the Compensation Committee of the Board of Directors of the Company approved a performance cash program (the “2019 Program”) granting performance cash units that settle in cash and are accounted for as liability awards. The performance-based awards would contingently vest in February 2022, depending on the level at which the performance goal is achieved. In October 2020, all performance cash units were forfeited due to the cancellation of the 2019 Program.

2018 Program. In February 2018, the Compensation Committee approved a performance cash program (the “2018 Program”) granting performance cash units that settle in cash and are accounted for as liability awards. The performance-based awards would contingently vest in February 2021, depending on the level at which the performance goal is achieved. The performance goal, which will be measured over the three-year period ending December 31,In October 2020, will be the Company's total shareholder return ("TSR") based on a matrix measurement of (1) the Company's absolute performance and (2) the Company's ranking relative to a defined peer group's individual TSRs ("Relative TSR"). The Company's absolute performance is measured against the December 29, 2017 closing share price of $5.13. If the Company's absolute performance is lower than the $5.13 share price, the payout is zero for this portion. If the Company's absolute performance is greater than the $5.13 share price, theall performance cash units will vest 1% for each 1% in growth, upwere forfeited due to 150%the cancellation of the original grant. If the Company's Relative TSR is less than the median, the payout is zero for this portion. If the Company's Relative TSR is above the median, the payout is equal to the Company's percentile rank above the median, up to 50% of the original grant. The Company's combined absolute performance and Relative TSR have a maximum vest of up to 200% of the original grant.2018 Program.


2017 Program. In February 2017, the Compensation Committee approved a performance cash program (the "2017 Program"“2017 Program”) granting performance cash units that will settle in cash and are accounted for as liability awards. In March 2018, upon the 2018 Merger closing, each award under the 2017 Program was converted to a nonvested common stock award at 100% of the original award. At the time of the modification, 619,00612,381 units were converted to 619,00612,381 nonvested shares of the Company'sCompany’s common stock affecting 34 employees. These awards no longer havehad a performance criterion, but continuecontinued to have a service-basedservice-
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based criterion through the cliff vest that occurred in February 2020. The conversion of the performance-based liability award to a service-based equity award was accounted for as a modification in accordance with ASC 718, Compensation - Stock Compensation. The total incremental compensation cost resulting from the modification was an increase of $0.5 million. The Company recorded an increase to additional paid-in capital ("APIC"(“APIC”) and a decrease to derivative and other noncurrent liabilities of $0.9 million as of December 31, 2018 in the Consolidated Statement of Stockholders'Stockholders’ Equity and the Consolidated Balance Sheets, respectively.


2016 Program. In March 2016, the Compensation Committee approved a performance cash program (the "2016 Program"“2016 Program”) granting performance cash units that would settle in cash and were accounted for as liability awards. In March 2018, upon the

2018 Merger closing, each award under the 2016 Program was converted to a nonvested common stock award at 89% of the original award based on the Company'sCompany’s performance through March 19, 2018. At the time of the modification, 592,47211,849 units were converted to 527,29910,546 nonvested shares of the Company'sCompany’s common stock affecting 23 employees. These awards no longer havehad a performance criterion, but continuecontinued to have a service-based criterion through the cliff vest that occurred in February 2019. The conversion of the performance-based liability award to a service-based equity award was accounted for as a modification in accordance with ASC 718, Compensation - Stock Compensation. The total incremental compensation cost resulting from the modification was zero.0. The Company recorded an increase to APIC and a decrease to derivative and other noncurrent liabilities of $1.8 million as of December 31, 2018 in the Consolidated Statement of Stockholders'Stockholders’ Equity and the Consolidated Balance Sheets, respectively.


2015 Program. In February 2015, the Compensation Committee approved a performance cash program (the "2015 Program"“2015 Program”) granting performance cash units that will settle in cash and are accounted for as liability awards. The performance-based awards vested in May 2018, based on the level at which the performance goals were achieved. The performance goals, which were measured over the three year period ending December 31, 2017, consisted of the TSR compared to Relative TSR (weighted at 60%) and the percentage change in discretionary cash flow per debt adjusted share relative to a defined peer group'sgroup’s percentage calculation ("(“DCF per Debt Adjusted Share"Share”) (weighted at 40%). The Relative TSR and DCF per Debt Adjusted Share goals were to vest at 25% or 50%, respectively, of the total award for performance met at the threshold level, 100% at the target level and 200% at the stretch level. If the actual results for a metric arewere between the threshold and target levels or between the target and stretch levels, the vested number of units willwas to be prorated based on the actual results compared to the threshold, target and stretch goals. If the threshold metrics arewere not met, no units willwould vest. In any event, the total number of units that could vest willwould not exceed 200% of the original number of performance cash units granted. At the end of the three year vesting period, any units that havedid not vested will bevest were forfeited. A total of 422,3458,447 units were granted under this program during the year ended December 31, 2015. All compensation expense related to the TSR metric was recognized if the requisite service period is fulfilled, even if the market condition was not achieved. All compensation expense related to the DCF per Debt Adjusted Share metric was based on the number of shares expected to vest at the end of the three year period. The Company modified the vestingvest date of these awards from May 2018 to March 2018. Based upon the Company'sCompany’s performance through 2017, 104.1% or 286,6525,733 units of the 2015 Program vested in March 2018.


2014 Program.In February 2014, the Compensation Committee approved a performance share program (the "2014 Program") pursuant to the 2012 Equity Incentive Plan. The awards in this program settled in shares of common stock. The performance-based awards vested in May 2017, based on the level at which the performance goals were achieved. The performance goals, which were measured over the three year period ending December 31, 2016, consisted of the TSR compared to Relative TSR (weighted at 60%) and the percentage change in DCF per Debt Adjusted Share (weighted at 40%). The Relative TSR and DCF per Debt Adjusted Share goals were to vest at 25% of the total award for performance met at the threshold level, 100% at the target level and 200% at the stretch level. If the actual results for a metric were between the threshold and target levels or between the target and stretch levels, the vested number of shares would be prorated based on the actual results compared to the threshold, target and stretch goals. If the threshold metrics were not met, no shares would vest. In any event, the total number of shares of common stock that could vest would not exceed 200% of the original number of performance shares granted. At the end of the three year vesting period, any shares that did not vest were forfeited. A total of 315,661 shares were granted under this program during the year ended December 31, 2014. All compensation expense related to the TSR metric was recognized if the requisite service period was fulfilled, even if the market condition was not achieved. All compensation expense related to the DCF per Debt Adjusted Share metric was based on the number of shares expected to vest at the end of the three year period. Based upon the Company's performance through 2016, 106.7% or 166,023 shares of the 2014 Program vested in May 2017.

2013 Program. In February 2013, the Compensation Committee approved a new performance share program (the "2013 Program") pursuant to the 2012 Equity Incentive Plan. The performance-based awards vested in May 2016, based on the level at which the performance goals were achieved. The performance goals were measured over the three year period ending December 31, 2015, and consisted of the Relative TSR (weighted at 33 1/3%), the percentage change in DCF per Debt Adjusted Share (weighted at 33 1/3%) and percentage change in proved oil, natural gas and NGL reserves per debt adjusted share ("Reserves per Debt Adjusted Share") (weighted at 33 1/3%). The Relative TSR and DCF per Debt Adjusted Share goals were to vest at 25% of the total award for performance met at the threshold level, 100% at the target level and 200% at the stretch level. The Reserves per Debt Adjusted Share goal were to vest at 50% of the total award for performance met at the threshold level, 100% at the target level and 200% at the stretch level. If the threshold metrics were not met, no shares would vest. The total number of vested shares of common stock would not exceed 200% of the original number of performance shares granted. At the end of the three year vesting period, any shares that were not vested would be forfeited. All compensation expense related to the Relative TSR metric was recognized to the extent the requisite service period was fulfilled, even if the market condition was not achieved. All compensation expense related to the DCF per Debt Adjusted Share metric and the Reserves per Debt Adjusted Share metric was based upon the number of shares expected to vest at the end of the three year

period. A total of 450,544 shares were granted under this program during the year ended December 31, 2013. Based upon the Company's performance through 2015, 59.6% or 141,080 shares of the 2013 Program vested in May 2016.

Other Employee Benefits-401(k) Savings Plan. The Company has an employee-directed 401(k) savings plan (the "401(k) Plan"“401(k) Plan”) for all eligible employees over the age of 21. Under the 401(k) Plan, employees may make voluntary contributions based on a percentage of their pretax income, subject to statutory limitations.


The Company matches 100% of each employee'semployee’s contribution, up to 6% of the employee'semployee’s pretax income in cash. The Company'sCompany’s cash contributions are fully vested upon the date of match. The Company made matching cash contributions of $1.2 million, $1.0 million, $1.3 million and $1.0$1.2 million for the years ended December 31, 2018, 20172020, 2019 and 2016,2018, respectively.


Deferred Compensation Plan. In 2010, the Company adopted a non-qualified deferred compensation plan for certain employees and officers whose eligibility to participate in the plan was determined by the Compensation Committee. The Company makes matching cash contributions on behalf of eligible employees up to 6% of the employee'semployee’s cash compensation once the contribution limits are reached in the Company'sCompany’s 401(k) Plan. All amounts deferred and matched under the plan vest immediately. Deferred compensation, including accumulated earnings on the participant-directed investment selections, is distributable in cash at participant-specified dates or upon retirement, death, disability, change in control or termination of employment.


The table below summarizes the activity in the plan as of December 31, 20182020 and 2017,2019, and the Company'sCompany’s ending deferred compensation liability as of December 31, 20182020 and 2017:2019:


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As of December 31,As of December 31,
2018 201720202019
(in thousands)(in thousands)
Beginning deferred compensation liability balance$1,749
 $1,447
Beginning deferred compensation liability balance$2,033 $1,392 
Employee contributions370
 244
Employee contributions158 276 
Company matching contributions198
 116
Company matching contributions74 150 
Distributions(806) (274)Distributions(1,319)(193)
Participant earnings (losses)(119) 216
Participant earnings (losses)51 408 
Ending deferred compensation liability balance$1,392
 $1,749
Ending deferred compensation liability balance$997 $2,033 
   
Amount to be paid within one year$94
 $169
Amount to be paid within one year$211 $844 
Remaining balance to be paid beyond one year$1,298
 $1,580
Remaining balance to be paid beyond one year$786 $1,189 


The Company has established a rabbi trust to offset the deferred compensation liability and protect the interests of the plan participants. The investments in the rabbi trust seek to offset the change in the value of the related liability. As a result, there is no expected impact on earnings or earnings per share from the changes in market value of the investment assets because the changes in market value of the trust assets are offset by changes in the value of the deferred compensation plan liability. The gains and losses from changes in fair value of the investments are included in interest and other income in the Consolidated Statements of Operations.


The following table represents the Company'sCompany’s activity in the investment assets held in the rabbi trust as of December 31, 20182020 and 2017:2019:


As of December 31,
20202019
(in thousands)
Beginning investment balance$2,033 $1,392 
Investment purchases145 426 
Distributions(1,319)(193)
Earnings (losses)51 408 
Ending investment balance$910 $2,033 
 As of December 31,
 2018 2017
 (in thousands)
Beginning investment balance$1,749
 $1,447
Investment purchases568
 360
Distributions(806) (274)
Earnings (losses)(119) 216
Ending investment balance$1,392
 $1,749


12. Significant Customers and Other Concentrations


Significant Customers. During 2018, four2020, 4 customers individually accounted for over 10% of the Company'sCompany’s oil, gas and NGL production revenues. During 2017, three2019, 3 customers individually accounted for over 10% of the Company'sCompany’s oil, gas and NGL production revenues. During 2016, three2018, 4 customers individually accounted for over 10% of the Company'sCompany’s oil, gas and NGL production revenues. Collectability is dependent upon the financial stability of each individual company and is influenced by the general economic conditions of the industry. The Company normally sells production to a relatively small number of customers, as is customary in the development and production business. The Company sells natural gas and related NGLs to two primary gas gathering and processing companies. Based on where the Company operates and the availability of other purchasers and markets, the Company believes that its production could be sold in the market in the event that it is not sold to its existing customers. However, in some circumstances, a change in customers may entail significant costs during the transition to a new customer.


Concentrations of Market Risk. The future results of the Company'sCompany’s oil and gas operations will be affected by the market prices of oil, natural gas and NGLs. A readily available market for oil, natural gas and NGLs in the future will depend on numerous factors beyond the control of the Company, including weather, imports, marketing of competitive fuels, proximity and capacity of oil and gas pipelines and other transportation facilities, any oversupply or undersupply of oil, gas and NGLs, the regulatory environment, the economic environment and other regional, national and international economic and political events, none of which can be predicted with certainty.


The Company operates in the exploration, development and production phase of the oil and gas industry. Its receivables include amounts due from purchasers of oil and gas production and amounts due from joint venture partners for their respective portions of operating expenses and exploration and development costs. The Company believes that no single customer or joint venture partner exposes the Company to significant credit risk. While certain of these customers and joint venture partners are
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affected by periodic downturns in the economy in general or in their specific segment of the natural gas or oil industry, the Company believes that its level of credit-related losses due to such economic fluctuations has been and will continue to be immaterial to the Company'sCompany’s results of operations in the long-term. Trade receivables are generally not collateralized. The Company analyzes customers'customers’ and joint venture partners'partners’ historical credit positions and payment histories prior to extending credit and continuously monitors all credit activities.


Concentrations of Credit Risk. Derivative financial instruments that hedge the price of oil, natural gas and NGLs are generally executed with major financial or commodities trading institutions which expose the Company to market and credit risks and may, at times, be concentrated with certain counterparties or groups of counterparties. The Company'sCompany’s policy is to execute financial derivatives only with major, creditworthy financial institutions. The Company has derivative instruments with eight7 different counterparties, of which all are lenders or affiliates of lenders in the Amended Credit Facility.


The creditworthiness of counterparties is subject to continuingcontinuous review, and the Company believes all of these institutions currently are acceptable credit risks. Full performance is anticipated, and the Company has no past due receivables from any of its counterparties. Where the counterparty is a lender under the Amended Credit Facility, the counterparty risk is mitigated to the extent that the Company is indebted to such lender under the Amended Credit Facility.


13. Leases

A contract is or contains a lease when, (1) the contract contains an explicitly or implicitly identified asset and (2) the customer obtains substantially all of the economic benefits from the use of that underlying asset and directs how and for what purpose the asset is used during the term of the contract in exchange for consideration. The Company assesses whether an arrangement is or contains a lease at inception of the contract. For all leases, other than those that qualify for the short-term recognition exemption, the Company recognizes as of the lease commencement date on the balance sheet a liability for its obligation related to the lease and a corresponding asset representing the Company’s right to use the underlying asset over the period of use. The Company currently has leases for office space and other equipment, all of which are classified as operating leases.

The Company’s leases have remaining terms of up to seven years. Certain lease agreements contain options to extend or early terminate the agreement. These options are used to calculate right-of-use asset and lease liability balances when it is reasonably certain that the Company will exercise these options. The discount rate used to calculate the present value of the future minimum lease payments is the Company’s incremental borrowing rate.

The Company elected, for all classes of underlying assets, to not apply the balance sheet recognition requirements of ASC 842 to leases with a term of one year or less, and instead, recognize the lease payments in the income statement on a straight-line basis over the lease term. The Company also elected, for certain classes of underlying assets, to combine lease and non-lease components. Therefore, the Company elected to combine lease and non-lease components for drilling rig and gathering system asset classes. These assets are not reported on the Consolidated Balance Sheets as the Company did not have any drilling rig lease contracts as of December 31, 2020 and its drilling rig lease contracts were classified as short-term as of December 31, 2019. In addition, the Company’s lease contract for a gathering system includes variable payments.

For the year ended December 31, 2020 and 2019, lease cost is presented below:

Year Ended December 31,
Lease Cost20202019
(in thousands)
Operating lease cost (1)(3)
$2,099 $2,239 
Short-term lease cost (2)(3)
3,625 15,928 
Variable lease cost (4)
1,310 654 
Total lease cost$7,034 $18,821 

(1)Operating lease cost was primarily included in general and administrative expense or lease operating expense on the 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 Consolidated Balance Sheets.
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(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.
(4)Variable lease cost is related to a gathering agreement and is included in oil, gas, and NGL production revenue on the Consolidated Statements of Operations.

Supplemental balance sheet information related to leases as of December 31, 2020 and 2019, is presented below:

As of December 31,
Operating Leases20202019
(in thousands)
Right-of-use assets (1)
$9,820 $9,287 
Accumulated amortization (2)
(2,024)(1,142)
Total right-of-use assets (3)
$7,796 $8,145 
Current lease liabilities (4)
(1,979)(1,287)
Noncurrent lease liabilities (5)
(12,018)(13,195)
Total lease liabilities (3)
$(13,997)$(14,482)
Weighted average remaining lease term
Operating leases (in years)6.87.8
Weighted average discount rate
Operating leases5.6 %5.6 %

(1)Included in furniture, equipment and other in the Consolidated Balance Sheets.
(2)Included in accumulated depreciation, depletion, amortization and impairment in the Consolidated Balance Sheets.
(3)The difference between the right-of-use assets and lease liabilities is 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.
(4)Included in accounts payable and accrued liabilities in the Consolidated Balance Sheets.
(5)Included in other noncurrent liabilities in the Consolidated Balance Sheets.

Maturities of lease liabilities as of December 31, 2020 and 2019 are presented below:

As of December 31,
20202019
(in thousands)
2021$2,691 $2,056 
20222,413 2,355 
20232,167 2,044 
20242,078 2,024 
20252,196 2,078 
Thereafter5,380 7,577 
Total$16,925 $18,134 
Less: Interest(2,928)(3,652)
Present value of lease liabilities$13,997 $14,482 

14. Commitments and Contingencies


Lease Financing Obligation. As of December 31, 2018, the Company had a Lease Financing Obligation with Bank of America Leasing & Capital, LLC as the lead bank as discussed in Note 5. The aggregate undiscounted minimum future lease payments, including both principal and interest components, are presented below. The Company elected to purchase the equipment under the early buyout option for $1.8 million on February 10, 2019.

 As of December 31, 2018
 (in thousands)
2019$1,869
Thereafter
Total$1,869

Firm Transportation Agreements. The Company is party to two2 firm transportation contracts through July 2021, to provide capacity on natural gas pipeline systems. The contracts require the Company to pay minimum volume transportation charges through July 2021 regardless of

the amount of pipeline capacity utilized by the Company. These monthly transportation payments are included in unused commitments expense in the Consolidated Statements of Operations. As a result of previous divestitures in 2013 and 2014, the Company will likely not utilize the firm capacity on the natural gas pipelines.

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The Company is party to 1 firm pipeline transportation contract to provide capacity on an oil pipeline system. The contract requires the Company to pay minimum volume transportation charges through April 2025 regardless of the amount of pipeline capacity utilized by the Company.

The amounts in the table below represent the Company'sCompany’s future minimum transportation charges:


As of December 31, 2020
 (in thousands)
2021$19,549 
202213,064 
202314,600 
202414,640 
20254,800 
Thereafter
Total$66,653 
 As of December 31, 2018
 (in thousands)
2019$18,485
202018,691
202110,903
Thereafter
Total$48,079


Gas Gathering and Processing Agreements. Other Commitments.The Company is party to twoa drilling commitment with a joint interest partner that requires the Company to drill and complete 2 wells by July 2022 and 3 wells by July 2023. If the drilling commitment is not met, the Company must return the associated leases that are not held by production to the joint interest partner, which cover approximately 13,000 acres. The Company is also party to minimum volume commitments and one reimbursement obligation. The minimum volume commitments requirefor the Company to deliver a minimum volumedelivery of natural gas volumes to midstream entities for gathering, processing and processing. The contractscapital reimbursements as well as minimum volume commitments to purchase fresh water from water suppliers. These commitments require the Company to pay a fee associated with the contractedminimum volumes regardless of the amount delivered. The reimbursement obligation requiresDue to a decline in activity, the Company to pay a monthly gatheringdid not utilize the minimum volume for fresh water during the year 2020 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 the Company via the monthly gathering and processing fees through August 2019, the Company must pay the difference. The amountstherefore, recognized $1.0 million in unused commitments in the table below represent the Company's future minimum charges under both agreements:

 As of December 31, 2018
 (in thousands)
2019 (1)
$10,049
20202,167
20211,996
Thereafter
Total$14,212

(1)Includes $6.8 million associated with the reimbursement obligation discussed above.

Lease and Other Commitments. The Company leases office space, vehicles and certain equipment under non-cancelable operating leases. The Company incurred rent expense related to these operating leasesConsolidated Statement of $4.0 million, $3.6 million and $3.1 millionOperations for the yearsyear ended December 31, 2018, 2017 and 2016, respectively. The2020. In addition, the Company also has non-cancelablenon-cancellable agreements for telecommunication and geological and geophysicalinformation technology services. Future minimum annual payments under lease and otherthese agreements are as follows:


As of December 31, 2020
(in thousands)
2021$3,651 
2022 (1)
11,485 
2023 (1)
16,345 
Thereafter
Total$31,481 
 As of December 31, 2018
 (in thousands)
2019$4,597
20203,032
20213,331
20223,263
20233,036
Thereafter13,112
Total$30,371


(1)Includes $10.2 million in 2022 and $15.3 million in 2023 related to the drilling commitment discussed above.


Litigation. The Company is subject to litigation, claims and governmental and regulatory proceedings arising in the ordinary course of ordinary business. It is the opinion of the Company'sCompany’s management that current claims and litigation involving the Company are not likely to have a material adverse effect on its consolidated balance sheets, cash flowsConsolidated Balance Sheet, Cash Flows or statementsStatements of operations.Operations, other than the following.


Sterling Energy Investments LLC v. HighPoint Operating Corporation, 2020CV32034, District Court in Denver, Colorado. On June 15, 2020, Sterling Energy Investments LLC (“Sterling”) filed a complaint against HighPoint Operating Corporation, a subsidiary of the Company, for breach of contract related to a Gas Purchase Agreement dated effective November 1, 2017, by and between HighPoint Operating Corporation and Sterling. Sterling alleges that HighPoint Operating Corporation breached the contract by failing to use reasonable commercial efforts to deliver to Sterling at Sterling’s receipt points all quantities of gas not otherwise dedicated to other gas purchase agreements. The Company vigorously denies Sterling’s claims. Sterling seeks monetary damages in an amount not yet specified. On July 31, 2020, the Company filed a counterclaim against Sterling for breach of Sterling’s obligations under the Gas Purchase Agreement. The Company is seeking monetary damages in an amount not yet specified. The case is scheduled to go to trial in July 2021. At this time the Company is unable to determine whether any loss is probable or reasonably estimate a range of such loss, and accordingly has not recognized any liability associated with this matter.
14. Guarantor Subsidiaries

Disclosure of certain environmental matters is required when a governmental authority is a party to the proceedings and the
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proceedings involve potential monetary sanctions that we reasonably believe could exceed $300,000. The condensed consolidating financial information asCompany has received some Notices of Alleged Violations (“NOAV”) from the Colorado Oil and forGas Conservation Commission (“COGCC”) alleging violations of various Colorado statutes and COGCC regulations governing oil and gas operations. The Company is engaged in discussions regarding resolution of the periodsalleged violations. The Company recognized $1.1 million during the year ended December 31, 2018 presents the results of operations, financial position and cash flows of HighPoint Resources Corporation, or parent guarantor, and HighPoint Operating Corporation (f/k/a Bill Barrett), or subsidiary issuer, as well as the consolidating adjustments necessary to present HighPoint Resources Corporation's results on a consolidated basis. The parent guarantor fully and unconditionally guarantees the debt securities of the subsidiary issuer. The indentures governing those securities limit the ability of the subsidiary issuer to pay dividends or otherwise provide funding to the parent guarantor.

In September 2018, Circle B Land Company LLC, a 100% owned subsidiary, merged into its parent company, HighPoint Operating Corporation. Prior periods are presented under the structure of the Company prior to the Merger and prior to the elimination of Circle B Land Company LLC. Circle B Land Company LLC and Aurora Gathering, LLC (both of which were 100% owned subsidiaries of the Company), on a joint and several basis, fully and unconditionally guaranteed the debt of Bill Barrett, the parent issuer. On December 29, 2017, the Company completed the sale of its remaining assets in the Uinta Basin, which included the equity of Aurora Gathering, LLC.

For the purpose of the following financial information, investments in subsidiaries are reflected in accordance2020 associated with the equity methodNOAVs, as they are probable and reasonably estimable.


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Table of accounting. The financial information may not necessarily be indicative of results of operations, cash flows, or financial position had the subsidiaries operated as independent entities.Contents

Condensed Consolidating Balance Sheets
 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 subsidiaries1,212,098
 
 (1,212,098) 
Noncurrent assets
 33,156
 
 33,156
Total assets$1,212,098
 $2,252,460
 $(1,212,098) $2,252,460
Liabilities and Stockholders' Equity:       
Accounts payable and accrued liabilities$
 $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' equity1,212,098
 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

 As of December 31, 2017
 Parent
Issuer
 Subsidiary
Guarantors
 Intercompany
Eliminations
 Consolidated
 (in thousands)
Assets:       
Cash and cash equivalents$314,466
 $
 $
 $314,466
Accounts receivable, net of allowance for doubtful accounts51,415
 
 
 51,415
Other current assets1,782
 
 
 1,782
Property and equipment, net1,016,986
 1,894
 
 1,018,880
Intercompany receivable854
 
 (854) 
Investment in subsidiaries1,040
 
 (1,040) 
Noncurrent assets4,163
 
 
 4,163
Total assets$1,390,706
 $1,894
 $(1,894) $1,390,706
Liabilities and Stockholders' Equity:       
Accounts payable and accrued liabilities$84,055
 $
 $
 $84,055
Other current liabilities64,879
 
 
 64,879
Intercompany payable
 854
 (854) 
Long-term debt617,744
 
 
 617,744
Other noncurrent liabilities25,474
 
 
 25,474
Stockholders' equity598,554
 1,040
 (1,040) 598,554
Total liabilities and stockholders' equity$1,390,706
 $1,894
 $(1,894) $1,390,706

Condensed Consolidating Statements of Operations
 Year Ended December 31, 2018
 Parent Guarantor Subsidiary Issuer Intercompany
Eliminations
 Consolidated
 (in thousands)
Operating and other revenues$
 $453,017
 $
 $453,017
Operating expenses
 (319,031) 
 (319,031)
General and administrative
 (45,130) 
 (45,130)
Merger transaction expense
 (7,991) 
 (7,991)
Interest expense
 (52,703) 
 (52,703)
Interest income and other income (expense)
 94,885
 
 94,885
Income (loss) before income taxes and equity in earnings (loss) of subsidiaries
 123,047
 
 123,047
(Provision for) Benefit from income taxes
 (1,827) 
 (1,827)
Equity in earnings (loss) of subsidiaries121,220
 
 (121,220) 
Net income (loss)$121,220
 $121,220
 $(121,220) $121,220

 Year Ended December 31, 2017
 Parent
Issuer
 Subsidiary
Guarantors
 Intercompany
Eliminations
 Consolidated
 (in thousands)
Operating and other revenues$252,257
 $582
 $
 $252,839
Operating expenses(266,119) (1,420) 
 (267,539)
General and administrative(42,476) 
 
 (42,476)
Merger transaction expense(8,749) 
 
 (8,749)
Interest expense(57,710) 
 
 (57,710)
Interest income and other income (expense)(15,992) 
 
 (15,992)
Income (loss) before income taxes and equity in earnings (loss) of subsidiaries(138,789) (838) 
 (139,627)
(Provision for) Benefit from income taxes1,402
 
 
 1,402
Equity in earnings (loss) of subsidiaries(838) 
 838
 
Net income (loss)$(138,225) $(838) $838
 $(138,225)

 Year Ended December 31, 2016
 Parent
Issuer
 Subsidiary
Guarantors
 Intercompany
Eliminations
 Consolidated
 (in thousands)
Operating and other revenues$178,191
 $628
 $
 $178,819
Operating expenses(235,181) (715) 
 (235,896)
General and administrative(42,169) 
 
 (42,169)
Interest expense(59,373) 
 
 (59,373)
Interest and other income (expense)(11,759) 
 
 (11,759)
Income (loss) before income taxes and equity in earnings (loss) of subsidiaries(170,291) (87) 
 (170,378)
(Provision for) Benefit from income taxes
 
 
 
Equity in earnings (loss) of subsidiaries(87) 
 87
 
Net income (loss)$(170,378) $(87) $87
 $(170,378)

Condensed Consolidating Statements of Comprehensive Income (Loss)
 Year Ended December 31, 2018
 Parent Guarantor Subsidiary Issuer Intercompany
Eliminations
 Consolidated
 (in thousands)
Net Income (Loss)$121,220
 $121,220
 $(121,220) $121,220
Other comprehensive income (loss)
 
 
 
Comprehensive Income (Loss)$121,220
 $121,220
 $(121,220) $121,220

 Year Ended December 31, 2017
 Parent
Issuer
 Subsidiary
Guarantors
 Intercompany
Eliminations
 Consolidated
 (in thousands)
Net Income (Loss)$(138,225) $(838) $838
 $(138,225)
Other comprehensive income (loss)
 
 
 
Comprehensive Income (Loss)$(138,225) $(838) $838
 $(138,225)


 Year Ended December 31, 2016
 Parent
Issuer
 Subsidiary
Guarantors
 Intercompany
Eliminations
 Consolidated
 (in thousands)
Net Income (Loss)$(170,378) $(87) $87
 $(170,378)
Other comprehensive income (loss)
 
 
 
Comprehensive Income (Loss)$(170,378) $(87) $87
 $(170,378)

Condensed Consolidating Statements of Cash Flows
 Year Ended December 31, 2018
 Parent Guarantor Subsidiary Issuer Intercompany
Eliminations
 Consolidated
 (in thousands)
Cash flows from operating activities$
 $231,441
 $
 $231,441
Cash flows from investing activities:       
Additions to oil and gas properties, including acquisitions
 (453,616) 
 (453,616)
Additions to furniture, fixtures and other
 (853) 
 (853)
Repayment of debt associated with merger, net of cash acquired
 (53,357) 
 (53,357)
Proceeds from sale of properties and other investing activities
 143
 
 143
Cash flows from financing activities:       
Proceeds from debt
 
 
 
Principal payments on debt
 (469) 
 (469)
Proceeds from sale of common stock, net of offering costs
 1
 
 1
Other financing activities
 (4,982) 
 (4,982)
Change in cash and cash equivalents
 (281,692) 
 (281,692)
Beginning cash and cash equivalents
 314,466
 
 314,466
Ending cash and cash equivalents$
 $32,774
 $
 $32,774

 Year Ended December 31, 2017
 Parent
Issuer
 Guarantor
Subsidiaries
 Intercompany
Eliminations
 Consolidated
 (in thousands)
Cash flows from operating activities$121,480
 $510
 $
 $121,990
Cash flows from investing activities:       
Additions to oil and gas properties, including acquisitions(239,631) 
 
 (239,631)
Additions to furniture, fixtures and other(926) 
 
 (926)
Proceeds from sale of properties and other investing activities99,016
 2,530
 
 101,546
Intercompany transfers3,040
 
 (3,040) 
Cash flows from financing activities:       
Proceeds from debt275,000
 
 
 275,000
Principal payments on debt(322,343) 
 
 (322,343)
Proceeds from sale of common stock, net of offering costs110,710
 
 
 110,710
Intercompany transfers
 (3,040) 3,040
 
Other financing activities(7,721) 
 
 (7,721)
Change in cash and cash equivalents38,625
 
 
 38,625
Beginning cash and cash equivalents275,841
 
 
 275,841
Ending cash and cash equivalents$314,466
 $
 $
 $314,466

 Year Ended December 31, 2016
 Parent
Issuer
 Guarantor
Subsidiaries
 Intercompany
Eliminations
 Consolidated
 (in thousands)
Cash flows from operating activities$121,109
 $627
 $
 $121,736
Cash flows from investing activities:       
Additions to oil and gas properties, including acquisitions(106,852) (18) 
 (106,870)
Additions to furniture, fixtures and other(1,195) 
 
 (1,195)
Proceeds from sale of properties and other investing activities24,802
 125
 
 24,927
Intercompany transfers734
 
 (734) 
Cash flows from financing activities:       
Principal payments on debt(440) 
 
 (440)
Proceeds from sale of common stock, net of offering costs110,003
 
 
 110,003
Intercompany transfers
 (734) 734
 
Other financing activities(1,156) 
 
 (1,156)
Change in cash and cash equivalents147,005
 
 
 147,005
Beginning cash and cash equivalents128,836
 
 
 128,836
Ending cash and cash equivalents$275,841
 $
 $
 $275,841



SUPPLEMENTAL INFORMATION TO CONSOLIDATED FINANCIAL STATEMENTS


(In Thousands, Except Per Share Data Unless Otherwise Indicated)
(Unaudited)


Oil and Gas Producing Activities


Costs Incurred. Costs incurred in oil and gas property acquisition, exploration and development activities and related depletion per equivalent unit-of-productionunits-of-production were as follows:


Year Ended December 31,
202020192018
(in thousands, except per Boe data)
Acquisition costs:
Unproved properties$25 $2,784 $623,798 
Proved properties— 1,575 108,323 
Exploration costs192 113 70 
Development costs98,783 351,545 491,226 
Asset retirement obligation992 3,812 12,759 
Total costs incurred (1)
$99,992 $359,829 $1,236,176 
Depletion per Boe of production$13.55 $25.62 $22.46 
 Year Ended December 31,
 2018 2017 2016
 (in thousands, except per Boe data)
Acquisition costs:     
Unproved properties$623,798
 $17,875
 $5,557
Proved properties108,323
 2,458
 
Exploration costs70
 80
 180
Development costs491,226
 239,236
 91,471
Asset retirement obligation12,759
 11,577
 57
Total costs incurred (1)
$1,236,176
 $271,226
 $97,265
Depletion per Boe of production$22.46
 $22.85
 $28.18


(1)Includes $722.6 million related to the proved and unproved oil and gas properties and asset retirement obligations acquired in the Merger.

(1)Total costs incurred for the year ended December 31, 2018 includes $722.6 million related to the proved and unproved oil and gas properties and asset retirement obligations acquired in the 2018 Merger.

Supplemental Oil and Gas Reserve Information. The reserve information presented below is based on estimates of net proved reserves as of December 31, 2018, 20172020, 2019 and 20162018 that were prepared by internal petroleum engineers in accordance with guidelines established by the SEC and were audited by the Company'sCompany’s independent petroleum engineering firm NSAI in 2018, 20172020, 2019 and 2016.2018.


Proved oil and gas reserves are the estimated quantities of crude oil, natural gas and NGLs which geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions (i.e., prices and costs as of the date the estimate is made). Proved developed oil and gas reserves are reserves that can be expected to be recovered through existing wells with existing equipment and operating methods.


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Analysis of Changes in Proved Reserves. The following table sets forth information regarding the Company'sCompany’s estimated net total proved and proved developed oil and gas reserve quantities:



Oil
(MBbls)
Gas
(MMcf)
NGLs
(MBbls)
Equivalent
Units (MBoe)
Proved reserves:
Balance at December 31, 201739,617 142,919 22,346 85,784 
Purchases of oil and gas reserves in place6,891 11,549 2,351 11,167 
Extension, discoveries and other additions31,231 44,712 7,649 46,332 
Revisions of previous estimates(12,417)(46,024)(8,425)(28,513)
Sales of reserves(16)(17)(2)(21)
Production(6,330)(12,864)(1,697)(10,171)
Balance at December 31, 201858,976 140,275 22,222 104,578 
Purchases of oil and gas reserves in place1,226 2,123 343 1,923 
Extension, discoveries and other additions20,847 51,924 6,623 36,124 
Revisions of previous estimates738 3,923 (3,909)(2,517)
Sales of reserves(25)(330)(50)(130)
Production(7,668)(16,614)(2,101)(12,538)
Balance at December 31, 201974,094 181,301 23,128 127,440 
Purchases of oil and gas reserves in place— — — — 
Extension, discoveries and other additions89 188 20 140 
Revisions of previous estimates(45,287)(71,965)(7,984)(65,266)
Sales of reserves(400)(491)(65)(547)
Production(5,909)(16,430)(2,352)(10,999)
Balance at December 31, 202022,587 92,603 12,747 50,768 
Proved developed reserves:
December 31, 201824,468 84,022 12,910 51,382 
December 31, 201925,651 89,356 11,243 51,787 
December 31, 202022,587 92,603 12,747 50,768 
Proved undeveloped reserves:
December 31, 201834,508 56,253 9,312 53,196 
December 31, 201948,443 91,945 11,885 75,653 
December 31, 2020— — — — 

 Oil
(MBbls)
 Gas
(MMcf)
 
NGLs
(MBbls)
 
 Equivalent
Units (MBoe)
Proved reserves:       
Balance at December 31, 201555,523
 97,999
 11,844
 83,701
Purchases of oil and gas reserves in place
 
 
 
Extension, discoveries and other additions4,986
 14,670
 2,250
 9,681
Revisions of previous estimates(24,267) (26,143) (1,768) (30,392)
Sales of reserves(1,347) (3,153) (174) (2,047)
Production(3,885) (7,170) (1,010) (6,090)
Balance at December 31, 201631,010
 76,203
 11,142
 54,853
Purchases of oil and gas reserves in place1,891
 7,865
 1,244
 4,446
Extension, discoveries and other additions18,125
 54,995
 8,599
 35,890
Revisions of previous estimates2,990
 17,710
 2,855
 8,797
Sales of reserves(10,196) (4,902) (187) (11,200)
Production(4,203) (8,952) (1,307) (7,002)
Balance at December 31, 201739,617
 142,919
 22,346
 85,784
Purchases of oil and gas reserves in place6,891
 11,549
 2,351
 11,167
Extension, discoveries and other additions31,231
 44,712
 7,649
 46,332
Revisions of previous estimates(12,417) (46,024) (8,425) (28,513)
Sales of reserves(16) (17) (2) (21)
Production(6,330) (12,864) (1,697) (10,171)
Balance at December 31, 201858,976
 140,275
 22,222
 104,578
        
Proved developed reserves:       
December 31, 201621,748
 47,510
 6,718
 36,384
December 31, 201717,392
 74,527
 11,652
 41,465
December 31, 201824,468
 84,022
 12,910
 51,382
Proved undeveloped reserves:       
December 31, 20169,262
 28,693
 4,424
 18,468
December 31, 201722,225
 68,392
 10,694
 44,319
December 31, 201834,508
 56,253
 9,312
 53,196
At December 31, 2020, the Company’s proved reserves decreased by 65.9 MMboe as a result of suspending drilling and completion activity for the foreseeable future, offset by a slight positive revision in proved developed reserves of 0.6MMboe. In addition, proved reserves decreased by 0.5 MMboe due to the sale of oil and gas reserves in place and 11.0 MMboe due to 2020 production.


At December 31, 2019, the Company’s proved reserves increased as a result of extensions, discoveries and other additions in the amount of 36.1 MMBoe and from the purchase of oil and gas reserves in place of 1.9 MMboe. The increase in proved reserves was offset by revisions of previous estimates of 2.5 MMboe primarily as a result of lower NGL yields. In addition, proved reserves declined 12.5 MMboe due to 2019 production.

At December 31, 2018, the Company'sCompany’s proved reserves increased as a result of extensions, discoveries and other additions in the amount of 46.3 MMBoe and from the purchase of oil and gas reserves in place of 11.2 MMboe. The increase in proved reserves was offset by revisions of previous estimates of 28.5 MMboe and a decline related to 2018 production of 10.2 MMboe.


At December 31, 2017, the Company'sThe analysis of changes in proved reserves increased by 8.8 MMBoe due to positive revisionsoutlined above includes both proved developed and proved undeveloped reserve quantities. The following table illustrates the change in the Company’s proved undeveloped reserves:
99

Table of previous estimates and by 35.9 MMBoe through extensions, discoveries and other additions. These increases to proved reserves were the result of the 2017 drilling activity and the timing of development with 2 drilling rigs. Contents

As of December 31,
Proved Undeveloped Reserves:202020192018
(MMBoe)
Beginning balance75.6 53.2 44.3 
Additions from drilling program (1)(2)
— 32.2 41.3 
Acquisitions— 1.9 5.2 
Engineering revisions (3)
(4.0)0.8 (6.7)
Price revisions(0.2)(0.4)0.2 
Converted to proved developed(5.5)(12.1)(21.1)
Sold/ expired/ other (4)(5)
(65.9)— (10.0)
Total proved undeveloped reserves— 75.6 53.2 

(1)The increase in proved undeveloped reserves for the year ended December 31, 2019 was offset byrelated to the saleexpansion of our drilling program in the Hereford field and a successful extension test in our Northeast Wattenberg field.
(2)The increase in proved undeveloped reserves for the year ended December 31, 2018 was primarily related to the addition of the Company's non-core assets in the Uinta Basin.

At December 31, 2016, the Company revised its proved reserves downward by 30.4 MMBoe primarilyHereford field as a result of classifying 24.3the 2018 Merger with Fifth Creek. The upward revisions include 41.0 MMboe related to the Hereford field that were added to the proved undeveloped reserve category as these locations are included in our near-term development plans.
(3)Negative engineering revisions for the year ended December 31, 2018 of 6.7 MMBOE are composed of 2.9 MMBoe at Hereford due to results from nine drilled but not completed (“DUC”) wells acquired in the 2018 Merger which were testing tighter well spacing, and two of which experienced mechanical issues, and 3.8 MMBoe at Northeast Wattenberg due to well under performance in a new development.
(4)Annually, management develops a capital expenditure plan based on our best available data at the time. Our capital expenditure plan incorporates a development plan for converting PUD reserves to proved developed and includes only PUD reserves that we are reasonably certain will be drilled within five years of booking based upon management’s evaluation of a number of qualitative and quantitative factors, including estimated risk-based returns; estimated well density; commodity prices and cost forecasts; recent drilling recompletion or re-stimulation results and well performance; and anticipated availability of services, equipment, supplies and personnel. This process is intended to ensure that PUD reserves are only booked for locations where a final investment decision has been made based on current corporate strategy. In early 2020, global health care systems and economies began to experience strain from the spread of COVID-19. As the virus spread, global economic activity began to slow resulting in a decrease in demand for oil and natural gas. In response, OPEC+ initiated discussions to reduce production to support energy prices. With OPEC+ unable to agree on cuts, energy prices declined sharply during the first half of 2020. While prices partially recovered during the second half of 2020, uncertainties related to the demand for oil and natural gas remain as the COVID-19 pandemic continues to impact the world economy. The impacts of substantially lower oil, natural gas and NGL prices on the economics of our existing wells and planned future development were adversely affected, which led to impairments of our proved and unproved oil and gas properties, reductions to our oil and gas reserve quantities and reductions to the borrowing capacity on our Credit Facility. As a result, we suspended our drilling and completion activity starting in May 2020 for the foreseeable future and accordingly, have reclassified 65.9 MMboe of PUD reserves to non-proved categories as of December 31, 2020.
(5)For the year ended December 31, 2018, 10.0 MMboe of proved undeveloped reserves as probable reservesin our Northeast Wattenberg field were removed due to the timing2018 Merger as a result of development withinfocusing our drilling plans to target the five year window as defined byhigher return locations in the SEC. In addition, the Company had engineering revisions of 5.8 MMBoe due to performance from existing proved developed wells.Hereford field.


Standardized Measure. Certain information concerning the assumptions used in computing the valuation of proved reserves and their inherent limitations are discussed below. The Company believes such information is important for a proper understanding and assessment of the data presented.



For the years ended December 31, 2018, 20172020, 2019 and 2016,2018, future cash inflows are calculated by applying the 12-month average pricing (as is required by the rules of the SEC) of oil and gas relating to the Company'sCompany’s proved reserves to the year-end quantities of those reserves. For the year ended December 31, 2020, calculations were made using adjusted average prices of $35.20 per Bbl for oil, $7.74 per Bbl for NGLs and $0.72 per MMBtu for gas, as compared to the average benchmark prices of $39.54 per Bbl for oil, a percentage of the benchmark oil price per Bbl for NGLs and $1.99 per Mcf for gas. For the year ended December 31, 2019, calculations were made using adjusted average prices of $52.01 per Bbl for oil, $17.84 per Bbl for NGLs and $0.60 per MMBtu for gas, as compared to the average benchmark prices of $55.85 per Bbl for oil, a percentage of the
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Table of Contents
benchmark oil price per Bbl for NGLs and $2.58 per Mcf for gas. For the year ended December 31, 2018, calculations were made using adjusted average prices of $62.99 per Bbl for oil, $25.01 per Bbl for NGLs and $1.23 per MMBtu for gas, as compared to the average benchmark prices of $65.56 per Bbl for oil, $32.71 per Bbl for NGLs and $3.10 per Mcf for gas. For the year ended December 31, 2017, calculations were made using adjusted average prices of $48.87 per Bbl for oil, $17.21 per Bbl for NGLs and $2.29 per MMBtu for gas, as compared to the average benchmark prices of $51.34 per Bbl for oil, $27.40 per Bbl for NGLs and $2.98 per Mcf for gas. For the year ended December 31, 2016, calculations were made using adjusted average prices of $36.52 per Bbl for oil, $9.18 per Bbl for NGLs and $2.08 per MMBtu for gas, as compared to the average benchmark prices of $42.75 per Bbl for oil, $19.70 per Bbl for NGLs and $2.48 per Mcf for gas. The differences between the average benchmark prices and the adjusted average prices used in the calculation of the standardized measure are attributable to adjustments made for transportation, quality and basis differentials. The Company also records an overhead charge against its future cash flows.


The assumptions used to calculate estimated future cash inflows do not necessarily reflect the Company'sCompany’s expectations of actual revenues or costs, nor their present worth. In addition, variations from the expected production rate also could result directly or indirectly from factors outside of the Company'sCompany’s control, such as unexpected delays in development, changes in prices or regulatory or environmental policies. The reserve valuation further assumes that all reserves will be disposed of by production. However, if reserves are sold in place, additional economic considerations could also affect the amount of cash eventually realized.


Future development and production costs are calculated by estimating the expenditures to be incurred in developing and producing the proved oil, gas and NGL reserves at the end of the year, based on year-end costs and assuming continuation of existing economic conditions.


Future income tax expenses are calculated by applying the appropriate year-end statutory tax rates, with consideration of future tax rates already legislated, to the future pre-tax net cash flows relating to the Company'sCompany’s proved oil, gas and NGL reserves. Permanent differences in oil and gas related tax credits and allowances are recognized.


The following table presents the standardized measure of discounted future net cash flows related to proved oil, gas and NGL reserves:


Year Ended December 31,
202020192018
(in thousands)
Future cash inflows$960,136 $4,375,428 $4,442,618 
Future production costs(452,508)(1,313,032)(1,178,350)
Future development costs(709)(1,219,452)(877,752)
Future income taxes— (78,426)(229,405)
Future net cash flows506,919 1,764,518 2,157,111 
10% annual discount(180,149)(790,648)(881,110)
Standardized measure of discounted future net cash flows$326,770 $973,870 $1,276,001 
 Year Ended December 31,
 2018 2017 2016
 (in thousands)
Future cash inflows$4,442,618
 $2,647,413
 $1,393,373
Future production costs(1,178,350) (718,752) (557,636)
Future development costs(877,752) (431,723) (215,077)
Future income taxes(229,405) 
 
Future net cash flows2,157,111
 1,496,938
 620,660
10% annual discount(881,110) (667,627) (291,351)
Standardized measure of discounted future net cash flows$1,276,001
 $829,311
 $329,309


The "standardized measure"“standardized measure” is the present value of estimated future cash inflows from proved oil, gas and NGL reserves, less future development and production costs and future income tax expenses, using prices and costs as of the date of estimation without future escalation, without giving effect to hedging activities, non-property related expenses such as general and administrative expenses, debt service and depreciation, depletion and amortization and discounted using an annual discount rate of 10% to reflect timing of future cash flows.


The present value (at a 10% annual discount) of future net cash flows from the Company'sCompany’s proved reserves is not necessarily the same as the current market value of its estimated oil, gas and NGL reserves. The Company bases the estimated discounted future net cash flows from its proved reserves on prices and costs in effect on the day of estimate in accordance with the applicable accounting guidance. However, actual future net cash flows from its oil, gas and NGL properties will also be affected by factors such as actual prices the Company receives for oil, gas and NGL,NGLs, the amount and timing of actual production, supply of and demand for oil and natural gas and changes in governmental regulations or taxation.



The timing of both the Company'sCompany’s production and incurrence of expenses in connection with the development and production of oil and natural gas properties will affect the timing of actual future net cash flows from proved reserves, and thus their actual present value. In addition, the 10% annual discount factor the Company uses when calculating discounted future net cash flows may not be the most appropriate discount factor based on interest rates in effect from time to time and risks associated with the Company or the oil and natural gas industry in general.


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A summary of changes in the standardized measure of discounted future net cash flows is as follows:


Year Ended December 31,
202020192018
(in thousands)
Standardized measure of discounted future net cash flows, beginning of period$973,870 $1,276,001 $829,311 
Sales of oil and gas, net of production costs and taxes(180,000)(362,320)(365,472)
Extensions, discoveries and improved recovery, less related costs1,473 177,002 533,829 
Quantity revisions(327,869)(73,427)(535,618)
Price revisions(328,086)(450,944)479,129 
Previously estimated development costs incurred during the period81,664 213,841 124,932 
Changes in estimated future development costs78,067 (23,976)67,645 
Accretion of discount93,077 130,346 80,234 
Purchases of reserves in place— 15,055 145,010 
Sales of reserves(9,118)(984)— 
Changes in production rates (timing) and other(56,308)(8,689)(1,034)
Net changes in future income taxes— 81,965 (81,965)
Standardized measure of discounted future net cash flows, end of period$326,770 $973,870 $1,276,001 

102
 Year Ended December 31,
 2018 2017 2016
 (in thousands)
Standardized measure of discounted future net cash flows, beginning of period$829,311
 $329,309
 $327,566
Sales of oil and gas, net of production costs and taxes(365,472) (191,669) (119,167)
Extensions, discoveries and improved recovery, less related costs533,829
 346,973
 58,121
Quantity revisions(535,618) 112,452
 (228,538)
Price revisions479,129
 253,738
 (157,414)
Previously estimated development costs incurred during the period124,932
 138,094
 52,611
Changes in estimated future development costs67,645
 (118,967) 377,239
Accretion of discount80,234
 31,816
 31,941
Purchases of reserves in place145,010
 42,979
 
Sales of reserves
 (107,620) (10,736)
Changes in production rates (timing) and other(1,034) (7,794) (2,314)
Net changes in future income taxes(81,965) 
 
Standardized measure of discounted future net cash flows, end of period$1,276,001
 $829,311
 $329,309

Quarterly Financial Data

The following is a summary of the unaudited quarterly financial data, including income (loss) before income taxes, net income (loss) and net income (loss) per common share for the years ended December 31, 2018 and 2017.

 First Quarter Second Quarter Third Quarter Fourth Quarter
 (in thousands, except per share data)
Year Ended December 31, 2018       
Total revenues$80,810
 $110,398
 $131,126
 $130,683
Less: Costs and expenses73,015
 88,626
 95,968
 114,543
Operating income (loss)$7,795
 $21,772
 $35,158
 $16,140
Income (loss) before income taxes(24,937) (46,906) (29,360) 224,250
Net income (loss)(24,937) (46,906) (29,360) 222,423
Net income (loss) per common share, basic(0.20) (0.22) (0.14) 1.06
Net income (loss) per common share, diluted(0.20) (0.22) (0.14) 1.06

 First Quarter Second Quarter Third Quarter Fourth Quarter
 (in thousands, except per share data)
Year Ended December 31, 2017       
Total revenues$50,536
 $51,066
 $67,865
 $83,372
Less: Costs and expenses66,370
 61,562
 70,705
 120,127
Operating income (loss)$(15,834) $(10,496) $(2,840) $(36,755)
Income (loss) before income taxes(13,115) (18,447) (28,842) (79,223)
Net income (loss)(13,115) (18,447) (28,842) (77,821)
Net income (loss) per common share, basic(0.18) (0.25) (0.39) (0.94)
Net income (loss) per common share, diluted(0.18) (0.25) (0.39) (0.94)




106