Guarantor Subsidiaries | Guarantor Subsidiaries The condensed consolidating financial information as of and for the periods ended June 30, 2018 presents the results of operations, financial position and cash flows of HighPoint Resources Corporation, or parent guarantor, HighPoint Operating Corporation (f/k/a Bill Barrett), or subsidiary issuer, and Circle B Land Company, LLC, a subsidiary guarantor, as well as the consolidating adjustments necessary to present HighPoint Resources Corporation's results on a consolidated basis. The parent guarantor and the subsidiary guarantor, on a joint and several basis, have fully and unconditionally guaranteed the debt securities of the subsidiary issuer. The indentures governing those securities limit the ability of the subsidiary issuer and the subsidiary guarantor to pay dividends or otherwise provide funding to the parent guarantor. Prior periods are presented under the structure of the Company prior to the Merger, under which Circle B Land Company, LLC and Aurora Gathering, LLC (both 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 sale of Aurora Gathering, LLC. For the purpose of the following financial information, investments in subsidiaries are reflected in accordance with the equity method 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. Condensed Consolidating Balance Sheets As of June 30, 2018 Parent Subsidiary Subsidiary Intercompany Consolidated (in thousands) Assets: Cash and cash equivalents $ — $ 107,379 $ — $ — $ 107,379 Accounts receivable, net of allowance for doubtful accounts — 63,443 — — 63,443 Other current assets — 2,697 — — 2,697 Property and equipment, net — 1,903,726 1,894 — 1,905,620 Intercompany receivable — 854 — (854 ) — Investment in subsidiaries 1,015,203 1,040 — (1,016,243 ) — Noncurrent assets — 3,814 — — 3,814 Total assets $ 1,015,203 $ 2,082,953 $ 1,894 $ (1,017,097 ) $ 2,082,953 Liabilities and Stockholders' Equity: Accounts payable and other accrued liabilities $ — $ 113,638 $ — $ — $ 113,638 Other current liabilities — 150,609 — — 150,609 Intercompany payable — — 854 (854 ) — Long-term debt — 616,625 — — 616,625 Deferred income taxes — 137,111 — — 137,111 Other noncurrent liabilities — 49,767 — — 49,767 Stockholders' equity 1,015,203 1,015,203 1,040 (1,016,243 ) 1,015,203 Total liabilities and stockholders' equity $ 1,015,203 $ 2,082,953 $ 1,894 $ (1,017,097 ) $ 2,082,953 As of December 31, 2017 Parent Subsidiary Intercompany Consolidated (in thousands) Assets: Cash and cash equivalents $ 314,466 $ — $ — $ 314,466 Accounts receivable, net of allowance for doubtful accounts 51,415 — — 51,415 Other current assets 1,782 — — 1,782 Property and equipment, net 1,016,986 1,894 — 1,018,880 Intercompany receivable 854 — (854 ) — Investment in subsidiaries 1,040 — (1,040 ) — Noncurrent assets 4,163 — — 4,163 Total assets $ 1,390,706 $ 1,894 $ (1,894 ) $ 1,390,706 Liabilities and Stockholders' Equity: Accounts payable and other accrued liabilities $ 84,055 $ — $ — $ 84,055 Other current liabilities 64,879 — — 64,879 Intercompany payable — 854 (854 ) — Long-term debt 617,744 — — 617,744 Other noncurrent liabilities 25,474 — — 25,474 Stockholders' equity 598,554 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 Three Months Ended June 30, 2018 Parent Subsidiary Subsidiary Intercompany Consolidated (in thousands) Operating and other revenues $ — $ 110,398 $ — $ — $ 110,398 Operating expenses — (75,725 ) — — (75,725 ) General and administrative — (11,624 ) — — (11,624 ) Merger transaction expense — (1,277 ) — — (1,277 ) Interest expense — (13,093 ) — — (13,093 ) Interest income and other income (expense) — (55,585 ) — — (55,585 ) Income (loss) before income taxes and equity in earnings (loss) of subsidiaries — (46,906 ) — — (46,906 ) (Provision for) benefit from income taxes — — — — — Equity in earnings (loss) of subsidiaries (46,906 ) — — 46,906 — Net income (loss) $ (46,906 ) $ (46,906 ) $ — $ 46,906 $ (46,906 ) Six Months Ended June 30, 2018 Parent Subsidiary Subsidiary Intercompany Consolidated (in thousands) Operating and other revenues $ — $ 191,208 $ — $ — $ 191,208 Operating expenses — (133,870 ) — — (133,870 ) General and administrative — (21,731 ) — — (21,731 ) Merger transaction expense — (6,040 ) — — (6,040 ) Interest expense — (26,183 ) — — (26,183 ) Interest income and other income (expense) — (75,227 ) — — (75,227 ) Income (loss) before income taxes and equity in earnings (loss) of subsidiaries — (71,843 ) — — (71,843 ) (Provision for) benefit from income taxes — — — — — Equity in earnings (loss) of subsidiaries (71,843 ) — — 71,843 — Net income (loss) $ (71,843 ) $ (71,843 ) $ — $ 71,843 $ (71,843 ) Three Months Ended June 30, 2017 Parent Subsidiary Intercompany Consolidated (in thousands) Operating and other revenues $ 50,919 $ 147 $ — $ 51,066 Operating expenses (52,452 ) (167 ) — (52,619 ) General and administrative (8,943 ) — — (8,943 ) Interest expense (16,137 ) — — (16,137 ) Interest income and other income (expense) 8,186 — — 8,186 Income (loss) before income taxes and equity in earnings (loss) of subsidiaries (18,427 ) (20 ) — (18,447 ) (Provision for) benefit from income taxes — — — — Equity in earnings (loss) of subsidiaries (20 ) — 20 — Net income (loss) $ (18,447 ) $ (20 ) $ 20 $ (18,447 ) Six Months Ended June 30, 2017 Parent Subsidiary Intercompany Eliminations Consolidated (in thousands) Operating and other revenues $ 101,344 $ 258 $ — $ 101,602 Operating expenses (109,310 ) (330 ) — (109,640 ) General and administrative (18,292 ) — — (18,292 ) Interest expense (30,088 ) — — (30,088 ) Interest income and other income (expense) 24,856 — — 24,856 Income (loss) before income taxes and equity in earnings (loss) of subsidiaries (31,490 ) (72 ) — (31,562 ) (Provision for) benefit from income taxes — — — — Equity in earnings (loss) of subsidiaries (72 ) — 72 — Net income (loss) $ (31,562 ) $ (72 ) $ 72 $ (31,562 ) Condensed Consolidating Statements of Comprehensive Income (Loss) Three Months Ended June 30, 2018 Parent Subsidiary Subsidiary Intercompany Consolidated (in thousands) Net income (loss) $ (46,906 ) $ (46,906 ) $ — $ 46,906 $ (46,906 ) Other comprehensive loss — — — — — Comprehensive income (loss) $ (46,906 ) $ (46,906 ) $ — $ 46,906 $ (46,906 ) Six Months Ended June 30, 2018 Parent Subsidiary Subsidiary Intercompany Consolidated (in thousands) Net income (loss) $ (71,843 ) $ (71,843 ) $ — $ 71,843 $ (71,843 ) Other comprehensive loss — — — — — Comprehensive income (loss) $ (71,843 ) $ (71,843 ) $ — $ 71,843 $ (71,843 ) Three Months Ended June 30, 2017 Parent Subsidiary Intercompany Eliminations Consolidated (in thousands) Net income (loss) $ (18,447 ) $ (20 ) $ 20 $ (18,447 ) Other comprehensive loss — — — — Comprehensive income (loss) $ (18,447 ) $ (20 ) $ 20 $ (18,447 ) Six Months Ended June 30, 2017 Parent Subsidiary Intercompany Consolidated (in thousands) Net income (loss) $ (31,562 ) $ (72 ) $ 72 $ (31,562 ) Other comprehensive loss — — — — Comprehensive income (loss) $ (31,562 ) $ (72 ) $ 72 $ (31,562 ) Condensed Consolidating Statements of Cash Flows Six Months Ended June 30, 2018 Parent Subsidiary Subsidiary Intercompany Consolidated (in thousands) Cash flows from operating activities $ — $ 68,887 $ — $ — $ 68,887 Cash flows from investing activities: Additions to oil and gas properties, including acquisitions — (220,816 ) — — (220,816 ) Additions to furniture, fixtures and other — (470 ) — — (470 ) Repayment of debt associated with merger, net of cash acquired — (53,357 ) — — (53,357 ) Proceeds from sale of properties and other investing activities — 530 — — 530 Intercompany transfers — — — — — Cash flows from financing activities: Principal payments on debt — (232 ) — — (232 ) Intercompany transfers — — — — — Other financing activities — (1,629 ) — — (1,629 ) Change in cash and cash equivalents — (207,087 ) — — (207,087 ) Beginning cash and cash equivalents — 314,466 — — 314,466 Ending cash and cash equivalents $ — $ 107,379 $ — $ — $ 107,379 Six Months Ended June 30, 2017 Parent Subsidiary Intercompany Consolidated (in thousands) Cash flows from operating activities $ 37,975 $ 224 $ — $ 38,199 Cash flows from investing activities: Additions to oil and gas properties, including acquisitions (104,236 ) — — (104,236 ) Additions to furniture, fixtures and other (201 ) — — (201 ) Proceeds from sale of properties and other investing activities (615 ) — — (615 ) Intercompany transfers 224 — (224 ) — Cash flows from financing activities: Proceeds from debt 275,000 — — 275,000 Principal payments on debt (322,113 ) — — (322,113 ) Proceeds from sale of common stock, net of offering costs (298 ) — — (298 ) Intercompany transfers — (224 ) 224 — Other financing activities (6,012 ) — — (6,012 ) Change in cash and cash equivalents (120,276 ) — — (120,276 ) Beginning cash and cash equivalents 275,841 — — 275,841 Ending cash and cash equivalents $ 155,565 $ — $ — $ 155,565 |