CIVITAS RESOURCES, INC. Item 2.02. Results of Operations and Financial Condition.
On
The information contained in this Item 2.02 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 8.01. Other Events.
The Company announced certain preliminary financial and operational results for
the fourth quarter and full year ended
· Average sales volumes are expected to be 25.0 thousand barrels of oil
equivalent per day ("MBoe/d") for the fourth quarter, with oil representing 54%
of total volumes;
· Average sales volumes are expected to be 25.2 MBoe/d for the full year (54%
oil), up 8% over full year 2019; at the mid-point of the most recent annual 2020 guidance range of 25.0 to 25.5 MBoe/d;
· Total capital expenditures for the fourth quarter are estimated at
million, bringing the total 2020 capital expenditures to approximately$67.7 million ; within the most recent annual guidance range of$60 to$70 million ;
· Lease operating expenses ("LOE") are expected to be
fourth quarter; down slightly from the third quarter of 2020, and down 27% from the fourth quarter of 2019;
· Full year 2020 LOE of approximately
the Company's most recent annual guidance range of$2.40 to$2.60 per Boe;
· Rocky Mountain Infrastructure ("RMI") net effective cost1 is expected to be
$1.01 per Boe for the fourth quarter, which is comprised of approximately$1.57 per Boe of operating expenses, offset by$0.56 per Boe of RMI operating revenue from working interest partners;
· For the year, RMI's net effective cost1 is expected to be
operating expenses of$1.62 per Boe versus the most recent annual guidance range of$1.50 to$1.80 per Boe;
· The Company exited 2020 with no debt and approximately
· Year-end 2020 total proved reserves are estimated to be 118.2 million BOE, and
proved developed producing reserves are estimated to be 56.4 million BOE, in both cases using commodity prices required bySEC regulations. 2
The preliminary financial and operating results presented above are subject to
the completion of our financial closing procedures, which have not yet been
completed. The Company's actual results for the three months ended
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1 RMI net effective cost is a supplemental non-GAAP financial measure that is
used by management to assess only the net cash impact the Company's wholly owned
subsidiary,
Three Months Ended Twelve Months Ended
(in thousands, unaudited) 12/31/2020 12/31/2020
Midstream operating expense $ 3,610 $ 14,948
RMI working interest partner revenue (1,279 ) (5,430 )
RMI net effective cost $ 2,331 $ 9,518
No Offer or Solicitation
This communication relates to a proposed business combination transaction (the
"Merger") between the Company and HighPoint Resources Corporation ("HPR"), which
includes the commencement by the Company and HPR of an exchange offer (the
"Exchange Offer") and the solicitation of a prepackaged plan of reorganization
for HPR and its subsidiaries (the "Prepackaged Plan" and, together with the
Exchange Offer and the Merger, the "Transaction") to effect the exchange of
unsecured senior notes of HPR for shares of the Company's common stock, par
value
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Important Additional Information
In connection with the Transaction, the Company and HPR have filed or intend to
file materials with the
Investors will be able to obtain free copies of the Registration Statements,
Joint Proxy Statement and Exchange Prospectus, as each may be amended from time
to time, and other relevant documents filed by the Company and HPR with the
Participants in the Solicitation
The Company, HPR and their respective directors and certain of their executive
officers and other members of management and employees may be deemed, under
Forward-Looking Statements and Cautionary Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. All statements, other than statements of
historical facts, included in this press release that address activities, events
or developments that the Company expects, believes or anticipates will or may
occur in the future are forward-looking statements. These statements are based
on certain assumptions made by the Company based on management's experience,
perception of historical trends and technical analyses, current conditions,
anticipated future developments and other factors believed to be appropriate and
reasonable by management. When used in this press release, the words "will,"
"potential," "believe," "estimate," "intend," "expect," "may," "should,"
"anticipate," "could," "plan," "predict," "project," "profile," "model" or their
negatives, other similar expressions or the statements that include those words,
are intended to identify forward-looking statements, although not all
forward-looking statements contain such identifying words. These statements
include statements regarding development and completion expectations and
strategy; decreasing operating and capital costs; and 2021 guidance. Such
statements are subject to a number of assumptions, risks and uncertainties, many
of which are beyond the control of the Company, that may cause actual results to
differ materially from those implied or expressed by the forward-looking
statements, including the following: changes in natural gas, oil and NGL prices;
general economic conditions, including the performance of financial markets and
interest rates; drilling results; shortages of oilfield equipment, services and
personnel; operating risks such as unexpected drilling conditions; ability to
acquire adequate supplies of water; risks related to derivative instruments;
access to adequate gathering systems and pipeline take-away capacity; and
pipeline and refining capacity constraints. Further information on such
assumptions, risks and uncertainties is available in the Company's
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Certain statements in this Current Report on Form 8-K concerning the Transaction, including any statements regarding the expected timetable for completing the Transaction, the results, effects, benefits and synergies of the Transaction, future opportunities for the combined company, future financial performance and condition, guidance and any other statements regarding the Company's future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts are "forward-looking" statements based on assumptions currently believed to be valid. Specific forward-looking statements include statements regarding Company plans and expectations with respect to the Transaction and the anticipated impact of the Transaction on the combined company's results of operations, financial position, growth opportunities and competitive position. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995.
These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those anticipated, including, but not limited to, the possibility that shareholders of the Company may not approve the issuance of new shares of BCEI common stock in the Transaction or that shareholders of HPR may not approve the Merger Agreement; the risk that a condition to closing of the Transaction may not be satisfied, that either party may terminate the Merger Agreement or that the closing of the Transaction might be delayed or not occur at all; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction; the diversion of management time on transaction-related issues; the ultimate timing, outcome and results of integrating the operations of the Company and HPR; the effects of the business combination of the Company and HPR, including the combined company's future financial condition, results of operations, strategy and plans; the ability of the combined company to realize anticipated synergies in the timeframe expected or at all; changes in capital markets and the ability of the combined company to . . .
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 99.1 Press Release ofBonanza Creek Energy, Inc. datedJanuary 27, 2021 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 5
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