Delaware
(State of Incorporation)
|
20-3940661
(I.R.S. Employer Identification No.)
|
|
|
575 North Dairy Ashford, Suite 1200
Houston, Texas 77079
(281) 874-2700
(Address and telephone number of principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
|
Yes
|
þ
|
No
|
o
|
Yes
|
þ
|
No
|
o
|
Large Accelerated Filer
|
o
|
|
Accelerated Filer
|
þ
|
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Non-Accelerated Filer
|
o
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Smaller Reporting Company
|
þ
|
Emerging Growth Company
|
o
|
|
|
|
|
|
|
|
|
|
o
|
Yes
|
o
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No
|
þ
|
Yes
|
þ
|
No
|
o
|
Common Stock ($.01 Par Value) (Class of Stock)
|
11,692,101 Shares outstanding at November 1, 2018
|
|
|
Page
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Part I
|
FINANCIAL INFORMATION
|
|
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Item 1.
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Condensed Consolidated Financial Statements
|
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Item 2.
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Item 3.
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Item 4.
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Part II
|
OTHER INFORMATION
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Item 1.
|
||
Item 1A.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
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||
Item 5.
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||
Item 6.
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||
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September 30, 2018
|
|
December 31, 2017
|
||||
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|
||||
ASSETS
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
4,542
|
|
|
$
|
7,806
|
|
Accounts receivable, net
|
31,066
|
|
|
27,263
|
|
||
Fair value of commodity derivatives
|
2,584
|
|
|
5,148
|
|
||
Other current assets
|
2,928
|
|
|
2,352
|
|
||
Total Current Assets
|
41,120
|
|
|
42,569
|
|
||
Property and Equipment:
|
|
|
|
|
|
||
Property and Equipment, full cost method, including $54,986 and $50,377 of unproved property costs not being amortized at the end of each period
|
891,708
|
|
|
712,166
|
|
||
Less – Accumulated depreciation, depletion, amortization & impairment
|
(261,763
|
)
|
|
(216,769
|
)
|
||
Property and Equipment, Net
|
629,945
|
|
|
495,397
|
|
||
Fair value of long-term commodity derivatives
|
2,624
|
|
|
2,553
|
|
||
Other Long-Term Assets
|
6,535
|
|
|
10,751
|
|
||
Total Assets
|
$
|
680,224
|
|
|
$
|
551,270
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
||
Current Liabilities:
|
|
|
|
|
|
||
Accounts payable and accrued liabilities
|
$
|
48,108
|
|
|
$
|
44,437
|
|
Fair value of commodity derivatives
|
17,925
|
|
|
5,075
|
|
||
Accrued capital costs
|
51,930
|
|
|
10,883
|
|
||
Accrued interest
|
2,304
|
|
|
2,106
|
|
||
Undistributed oil and gas revenues
|
12,671
|
|
|
12,996
|
|
||
Total Current Liabilities
|
132,938
|
|
|
75,497
|
|
||
|
|
|
|
|
|
||
Long-Term Debt, net
|
316,773
|
|
|
265,325
|
|
||
Deferred Tax Liabilities
|
549
|
|
|
—
|
|
||
Asset Retirement Obligations
|
4,158
|
|
|
8,678
|
|
||
Fair value of long-term commodity derivatives
|
8,352
|
|
|
2,758
|
|
||
Other Long-Term Liabilities
|
1,250
|
|
|
5,554
|
|
||
Commitments and Contingencies (Note 11)
|
|
|
|
|
|
||
Stockholders' Equity:
|
|
|
|
|
|
||
Preferred stock, $.01 par value, 10,000,000 shares authorized, none issued
|
—
|
|
|
—
|
|
||
Common stock, $.01 par value, 40,000,000 shares authorized, 11,757,972 and 11,621,385 shares issued and 11,692,101 and 11,570,621 shares outstanding, respectively
|
118
|
|
|
116
|
|
||
Additional paid-in capital
|
284,406
|
|
|
279,111
|
|
||
Treasury stock, held at cost, 65,871 and 50,764 shares
|
(1,870
|
)
|
|
(1,452
|
)
|
||
Retained earnings (Accumulated deficit)
|
(66,450
|
)
|
|
(84,317
|
)
|
||
Total Stockholders’ Equity
|
216,204
|
|
|
193,458
|
|
||
Total Liabilities and Stockholders’ Equity
|
$
|
680,224
|
|
|
$
|
551,270
|
|
|
|
|
|
|
|
||
See accompanying Notes to Condensed Consolidated Financial Statements.
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Treasury Stock
|
|
Retained Earnings (Accumulated Deficit)
|
|
Total
|
||||||||||
Balance, December 31, 2016
|
$
|
101
|
|
|
$
|
232,917
|
|
|
$
|
(675
|
)
|
|
$
|
(156,288
|
)
|
|
$
|
76,055
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchase of treasury shares (28,279 shares)
|
—
|
|
|
—
|
|
|
(777
|
)
|
|
—
|
|
|
(777
|
)
|
|||||
Issuance common stock (1,403,508 shares)
|
14
|
|
|
39,166
|
|
|
—
|
|
|
—
|
|
|
39,180
|
|
|||||
Issuance of restricted stock (141,818 shares)
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Share-based compensation
|
—
|
|
|
7,029
|
|
|
—
|
|
|
—
|
|
|
7,029
|
|
|||||
Net Income
|
—
|
|
|
—
|
|
|
—
|
|
|
71,971
|
|
|
71,971
|
|
|||||
Balance, December 31, 2017
|
$
|
116
|
|
|
$
|
279,111
|
|
|
$
|
(1,452
|
)
|
|
$
|
(84,317
|
)
|
|
$
|
193,458
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Shares issued from option exercise (29,199 shares)
|
1
|
|
|
708
|
|
|
—
|
|
|
—
|
|
|
709
|
|
|||||
Purchase of treasury shares (15,107 shares)
|
—
|
|
|
—
|
|
|
(418
|
)
|
|
—
|
|
|
(418
|
)
|
|||||
Issuance of restricted stock (107,388 shares)
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Share-based compensation
|
—
|
|
|
4,588
|
|
|
—
|
|
|
—
|
|
|
4,588
|
|
|||||
Net Income
|
—
|
|
|
—
|
|
|
—
|
|
|
17,867
|
|
|
17,867
|
|
|||||
Balance, September 30, 2018
|
$
|
118
|
|
|
$
|
284,406
|
|
|
$
|
(1,870
|
)
|
|
$
|
(66,450
|
)
|
|
$
|
216,204
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
|
|
Nine Months Ended September 30, 2018
|
|
Nine Months Ended September 30, 2017
|
||||
Cash Flows from Operating Activities:
|
|
|
|
||||
Net income (loss)
|
$
|
17,867
|
|
|
$
|
46,834
|
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
|
|
|
|
||||
Depreciation, depletion, and amortization
|
44,994
|
|
|
32,375
|
|
||
Accretion of asset retirement obligations
|
330
|
|
|
1,722
|
|
||
Deferred income taxes
|
549
|
|
|
—
|
|
||
Share-based compensation expense
|
4,240
|
|
|
4,538
|
|
||
(Gain) Loss on derivatives, net
|
30,707
|
|
|
(14,465
|
)
|
||
Cash settlement (paid) received on derivatives
|
(5,671
|
)
|
|
(2,503
|
)
|
||
Settlements of asset retirement obligations
|
(159
|
)
|
|
(2,245
|
)
|
||
Write down of debt issuance cost
|
—
|
|
|
2,401
|
|
||
Other
|
4,114
|
|
|
760
|
|
||
Change in operating assets and liabilities-
|
|
|
|
|
|
||
(Increase) decrease in accounts receivable and other current assets
|
(6,533
|
)
|
|
(3,884
|
)
|
||
Increase (decrease) in accounts payable and accrued liabilities
|
(2,612
|
)
|
|
1,605
|
|
||
Increase (decrease) in accrued interest
|
198
|
|
|
(86
|
)
|
||
Net Cash Provided by (used in) Operating Activities
|
88,024
|
|
|
67,052
|
|
||
Cash Flows from Investing Activities:
|
|
|
|
||||
Additions to property and equipment
|
(163,151
|
)
|
|
(141,636
|
)
|
||
Proceeds from the sale of property and equipment
|
27,940
|
|
|
653
|
|
||
Payments on property sale obligations
|
(7,036
|
)
|
|
—
|
|
||
Transfer of company funds from restricted cash
|
(222
|
)
|
|
—
|
|
||
Transfer of company funds to restricted cash
|
—
|
|
|
26
|
|
||
Net Cash Provided by (Used in) Investing Activities
|
(142,469
|
)
|
|
(140,957
|
)
|
||
Cash Flows from Financing Activities:
|
|
|
|
||||
Proceeds from bank borrowings
|
192,300
|
|
|
349,000
|
|
||
Payments of bank borrowings
|
(141,300
|
)
|
|
(297,000
|
)
|
||
Net proceeds from issuances of common stock
|
709
|
|
|
39,180
|
|
||
Purchase of treasury shares
|
(418
|
)
|
|
(618
|
)
|
||
Payments of debt issuance costs
|
(330
|
)
|
|
(4,073
|
)
|
||
Net Cash Provided by (Used in) Financing Activities
|
50,961
|
|
|
86,489
|
|
||
|
|
|
|
||||
Net increase (decrease) in Cash, Cash Equivalents and Restricted Cash
|
(3,484
|
)
|
|
12,584
|
|
||
Cash, Cash Equivalents and Restricted Cash, at Beginning of Period
|
8,026
|
|
|
497
|
|
||
Cash, Cash Equivalents and Restricted Cash at End of Period
|
$
|
4,542
|
|
|
$
|
13,081
|
|
|
|
|
|
|
|
||
Supplemental Disclosures of Cash Flow Information:
|
|
|
|
|
|
||
Cash paid during period for interest, net of amounts capitalized
|
$
|
17,620
|
|
|
$
|
11,390
|
|
Changes in capital accounts payable and capital accruals
|
$
|
54,060
|
|
|
$
|
9,375
|
|
Changes in other long-term liabilities for capital expenditures
|
$
|
(3,750
|
)
|
|
$
|
—
|
|
See accompanying Notes to Condensed Consolidated Financial Statements
|
|
|
|
•
|
the estimated quantities of proved oil and natural gas reserves used to compute depletion of oil and natural gas properties, the related present value of estimated future net cash flows there-from, and the ceiling test impairment calculation,
|
•
|
estimates related to the collectability of accounts receivable and the credit worthiness of our customers,
|
•
|
estimates of the counterparty bank risk related to letters of credit that our customers may have issued on our behalf,
|
•
|
estimates of future costs to develop and produce reserves,
|
•
|
accruals related to oil and gas sales, capital expenditures and lease operating expenses,
|
•
|
estimates in the calculation of share-based compensation expense,
|
•
|
estimates of our ownership in properties prior to final division of interest determination,
|
•
|
the estimated future cost and timing of asset retirement obligations,
|
•
|
estimates made in our income tax calculations,
|
•
|
estimates in the calculation of the fair value of commodity derivative assets and liabilities,
|
•
|
estimates in the assessment of current litigation claims against the Company, and
|
•
|
estimates in amounts due with respect to open state regulatory audits.
|
|
September 30, 2018
|
|
December 31, 2017
|
||||
Property and Equipment
|
|
|
|
||||
Proved oil and gas properties
|
$
|
833,202
|
|
|
$
|
658,519
|
|
Unproved oil and gas properties
|
54,986
|
|
|
50,377
|
|
||
Furniture, fixtures, and other equipment
|
3,520
|
|
|
3,270
|
|
||
Less – Accumulated depreciation, depletion, amortization & impairment
|
(261,763
|
)
|
|
(216,769
|
)
|
||
Property and Equipment, Net
|
$
|
629,945
|
|
|
$
|
495,397
|
|
|
September 30, 2018
|
|
December 31, 2017
|
||||
Trade accounts payable
|
$
|
26,040
|
|
|
$
|
20,884
|
|
Accrued operating expenses
|
3,062
|
|
|
3,490
|
|
||
Accrued compensation costs
|
3,860
|
|
|
5,334
|
|
||
Asset retirement obligations – current portion
|
469
|
|
|
2,109
|
|
||
Accrued non-income based taxes
|
8,237
|
|
|
3,898
|
|
||
Accrued corporate and legal fees
|
2,547
|
|
|
2,784
|
|
||
Other payables
|
3,893
|
|
|
5,938
|
|
||
Total accounts payable and accrued liabilities
|
$
|
48,108
|
|
|
$
|
44,437
|
|
|
September 30, 2018
|
|
December 31, 2017
|
|
September 30, 2017
|
||||||
Cash and cash equivalents
|
$
|
4,542
|
|
|
$
|
7,806
|
|
|
$
|
12,861
|
|
Long-term restricted cash
(1)
|
—
|
|
|
220
|
|
|
220
|
|
|||
Total cash, cash equivalents and restricted cash
|
$
|
4,542
|
|
|
$
|
8,026
|
|
|
$
|
13,081
|
|
|
|
Three Months Ended September 30, 2018
|
|
Three Months Ended September 30, 2017
|
|
Nine Months Ended September 30, 2018
|
|
Nine Months Ended September 30, 2017
|
||||||||
Oil, natural gas and NGLs sales:
|
|
|
|
|
|
|
|
|
||||||||
Oil
|
|
$
|
11,124
|
|
|
$
|
7,996
|
|
|
$
|
32,202
|
|
|
$
|
21,724
|
|
Natural gas
|
|
43,697
|
|
|
35,242
|
|
|
115,833
|
|
|
101,349
|
|
||||
NGLs
|
|
10,213
|
|
|
5,780
|
|
|
21,113
|
|
|
14,143
|
|
||||
Other
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
||||
Total
|
|
$
|
65,034
|
|
|
$
|
49,019
|
|
|
$
|
169,134
|
|
|
$
|
137,216
|
|
|
Shares
|
|
Wtd. Avg. Exer. Price
|
|||
Options outstanding, beginning of period
|
508,730
|
|
|
$
|
26.82
|
|
Options granted
|
201,406
|
|
|
$
|
31.14
|
|
Options forfeited
|
(24,365
|
)
|
|
$
|
26.96
|
|
Options expired
|
(11,997
|
)
|
|
$
|
26.96
|
|
Options exercised
|
(29,199
|
)
|
|
$
|
24.27
|
|
Options outstanding, end of period
|
644,575
|
|
|
$
|
28.28
|
|
Options exercisable, end of period
|
159,127
|
|
|
$
|
26.84
|
|
|
Shares
|
|
Grant Date Price
|
|||
Restricted stock units outstanding, beginning of period
|
346,740
|
|
|
$
|
26.99
|
|
Restricted stock units granted
|
126,728
|
|
|
$
|
28.63
|
|
Restricted stock units forfeited
|
(26,100
|
)
|
|
$
|
26.53
|
|
Restricted stock units vested
|
(106,690
|
)
|
|
$
|
26.99
|
|
Restricted stock units outstanding, end of period
|
340,678
|
|
|
$
|
27.64
|
|
|
Three Months Ended September 30, 2018
|
|
Three Months Ended September 30, 2017
|
||||||||||||||||||
|
Net Income (Loss)
|
|
Shares
|
|
Per Share
Amount |
|
Net Income (Loss)
|
|
Shares
|
|
Per Share
Amount |
||||||||||
Basic EPS:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Income (Loss) and Share Amounts
|
$
|
7,080
|
|
|
11,671
|
|
|
$
|
0.61
|
|
|
$
|
12,884
|
|
|
11,531
|
|
|
$
|
1.12
|
|
Dilutive Securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Restricted Stock Awards
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|
|
||||||||
Restricted Stock Unit Awards
|
|
|
103
|
|
|
|
|
|
|
13
|
|
|
|
||||||||
Stock Option Awards
|
|
|
18
|
|
|
|
|
|
|
1
|
|
|
|
||||||||
Diluted EPS:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Income (Loss) and Assumed Share Conversions
|
$
|
7,080
|
|
|
11,792
|
|
|
$
|
0.60
|
|
|
$
|
12,884
|
|
|
11,545
|
|
|
$
|
1.12
|
|
|
Nine Months Ended September 30, 2018
|
|
Nine Months Ended September 30, 2017
|
||||||||||||||||||
|
Net Income (Loss)
|
|
Shares
|
|
Per Share
Amount |
|
Net Income (Loss)
|
|
Shares
|
|
Per Share
Amount |
||||||||||
Basic EPS:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Income (Loss) and Share Amounts
|
$
|
17,867
|
|
|
11,643
|
|
|
$
|
1.53
|
|
|
$
|
46,834
|
|
|
11,417
|
|
|
$
|
4.10
|
|
Dilutive Securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Restricted Stock Awards
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|
|
||||||||
Restricted Stock Unit Awards
|
|
|
99
|
|
|
|
|
|
|
53
|
|
|
|
||||||||
Stock Option Awards
|
|
|
17
|
|
|
|
|
|
|
9
|
|
|
|
||||||||
Diluted EPS:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Income (Loss) and Assumed Share Conversions
|
$
|
17,867
|
|
|
11,759
|
|
|
$
|
1.52
|
|
|
$
|
46,834
|
|
|
11,479
|
|
|
$
|
4.08
|
|
|
September 30, 2018
|
|
December 31, 2017
|
||||
Credit Facility Borrowings
(1)
|
$
|
124,000
|
|
|
$
|
73,000
|
|
Second Lien Notes due 2024
|
200,000
|
|
|
200,000
|
|
||
|
324,000
|
|
|
273,000
|
|
||
Unamortized discount on Second Lien Notes due 2024
|
(1,836
|
)
|
|
(1,992
|
)
|
||
Unamortized debt issuance cost on Second Lien Notes due 2024
|
(5,391
|
)
|
|
(5,683
|
)
|
||
Long-Term Debt, net
|
$
|
316,773
|
|
|
$
|
265,325
|
|
•
|
a ratio of total debt to EBITDA, as defined in the Credit Agreement, for the most recently completed four fiscal quarters, not to exceed
4.0
to 1.0 as of the last day of each fiscal quarter; and
|
•
|
a current ratio, as defined in the Credit Agreement, which includes in the numerator available borrowings undrawn under the borrowing base, of not less than
1.0
to 1.0 as of the last day of each fiscal quarter.
|
Oil Derivative Swaps
(NYMEX WTI Settlements)
|
Total Volumes
(Bbls)
|
|
Weighted Average Price
|
|||
2018 Contracts
|
|
|
|
|||
4Q18
|
122,800
|
|
|
$
|
52.23
|
|
|
|
|
|
|||
2019 Contracts
|
|
|
|
|||
1Q19
|
116,700
|
|
|
$
|
53.75
|
|
2Q19
|
112,200
|
|
|
$
|
53.74
|
|
3Q19
|
108,000
|
|
|
$
|
53.85
|
|
4Q19
|
104,000
|
|
|
$
|
53.83
|
|
|
|
|
|
|||
2020 Contracts
|
|
|
|
|||
1Q20
|
81,300
|
|
|
$
|
52.42
|
|
2Q20
|
77,850
|
|
|
$
|
52.38
|
|
3Q20
|
74,700
|
|
|
$
|
52.34
|
|
4Q20
|
72,000
|
|
|
$
|
52.29
|
|
NGL Contracts
|
Total Volumes (Bbls)
|
|
Weighted Average Price
|
|||
2018 Contracts
|
|
|
|
|||
4Q18
|
148,200
|
|
|
$
|
24.79
|
|
|
|
|
|
|||
2019 Contracts
|
|
|
|
|||
1Q19
|
150,000
|
|
|
$
|
27.05
|
|
2Q19
|
150,000
|
|
|
$
|
27.05
|
|
3Q19
|
150,000
|
|
|
$
|
27.05
|
|
4Q19
|
150,000
|
|
|
$
|
27.05
|
|
Natural Gas Basis Derivative Swap
(East Texas Houston Ship Channel vs NYMEX Settlements)
|
Total Volumes
(MMBtu) |
|
Weighted Average Price
|
|||
2018 Contracts
|
|
|
|
|||
4Q18
|
8,000,000
|
|
|
$
|
(0.07
|
)
|
|
|
|
|
|||
2019 Contracts
|
|
|
|
|||
1Q19
|
11,310,000
|
|
|
$
|
(0.08
|
)
|
2Q19
|
11,975,000
|
|
|
$
|
0.04
|
|
3Q19
|
12,095,000
|
|
|
$
|
0.03
|
|
4Q19
|
12,095,000
|
|
|
$
|
(0.04
|
)
|
|
|
|
|
|||
2020 Contracts
|
|
|
|
|||
1Q20
|
6,279,000
|
|
|
$
|
(0.08
|
)
|
2Q20
|
6,279,000
|
|
|
$
|
(0.08
|
)
|
3Q20
|
6,348,000
|
|
|
$
|
(0.07
|
)
|
4Q20
|
6,348,000
|
|
|
$
|
(0.08
|
)
|
Oil Basis Contracts
(Argus Cushing (WTI) and LLS Settlements)
|
Total Volumes (Bbls)
|
|
Weighted Average Price
|
|||
2018 Contracts
|
|
|
|
|||
4Q18
|
80,000
|
|
|
$
|
4.13
|
|
|
|
|
|
|||
2019 Contracts
|
|
|
|
|||
1Q19
|
45,000
|
|
|
$
|
4.65
|
|
2Q19
|
45,000
|
|
|
$
|
4.65
|
|
3Q19
|
45,000
|
|
|
$
|
4.65
|
|
4Q19
|
45,000
|
|
|
$
|
4.65
|
|
|
Fair Value Measurements at
|
||||||||||||||
(in millions)
|
Total
|
|
Quoted Prices in
Active markets for Identical Assets (Level 1) |
|
Significant Other
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
September 30, 2018
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Natural Gas Derivatives
|
$
|
5.2
|
|
|
$
|
—
|
|
|
$
|
5.2
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Natural Gas Derivatives
|
$
|
1.5
|
|
|
$
|
—
|
|
|
$
|
1.5
|
|
|
$
|
—
|
|
Natural Gas Basis Derivatives
|
$
|
5.0
|
|
|
$
|
—
|
|
|
$
|
5.0
|
|
|
$
|
—
|
|
Oil Derivatives
|
$
|
14.1
|
|
|
$
|
—
|
|
|
$
|
14.1
|
|
|
$
|
—
|
|
Oil Basis Derivatives
|
$
|
0.4
|
|
|
$
|
—
|
|
|
$
|
0.4
|
|
|
$
|
—
|
|
NGL Derivatives
|
$
|
5.3
|
|
|
$
|
—
|
|
|
$
|
5.3
|
|
|
$
|
—
|
|
December 31, 2017
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Natural Gas Derivatives
|
$
|
7.2
|
|
|
$
|
—
|
|
|
$
|
7.2
|
|
|
$
|
—
|
|
Natural Gas Basis Derivatives
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
—
|
|
NGL Derivatives
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Natural Gas Derivatives
|
$
|
1.3
|
|
|
$
|
—
|
|
|
$
|
1.3
|
|
|
$
|
—
|
|
Natural Gas Basis Derivatives
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
—
|
|
Oil Derivatives
|
$
|
5.2
|
|
|
$
|
—
|
|
|
$
|
5.2
|
|
|
$
|
—
|
|
Oil Basis Derivatives
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
NGL Derivatives
|
$
|
0.9
|
|
|
$
|
—
|
|
|
$
|
0.9
|
|
|
$
|
—
|
|
Asset Retirement Obligations as of December 31, 2016
|
$
|
32,256
|
|
Accretion expense
|
2,322
|
|
|
Liabilities incurred for new wells and facilities construction
|
253
|
|
|
Reductions due to sold wells and facilities
|
(21,466
|
)
|
|
Reductions due to plugged wells and facilities
|
(2,366
|
)
|
|
Revisions in estimates
|
(212
|
)
|
|
Asset Retirement Obligations as of December 31, 2017
(1)
|
$
|
10,787
|
|
Accretion expense
|
330
|
|
|
Liabilities incurred for new wells and facilities construction
|
46
|
|
|
Reductions due to sold wells and facilities
|
(6,298
|
)
|
|
Reductions due to plugged wells and facilities
|
(155
|
)
|
|
Revisions in estimates
|
(82
|
)
|
|
Asset Retirement Obligations as of September 30, 2018
(2)
|
$
|
4,628
|
|
•
|
Revenues and net income (loss):
The Company's oil and gas revenues were
$169.1 million
for the
nine months ended September 30, 2018
, compared to
$137.2 million
for the
nine months ended September 30, 2017
. Revenues were higher primarily due to overall increased production as well as higher oil and NGL pricing, partially offset by lower natural gas pricing. The Company's net income was
$17.9 million
for the
nine months ended September 30, 2018
, compared to
$46.8 million
for the
nine months ended September 30, 2017
. The decrease was primarily due to losses on commodity derivatives during the current period compared to gains on commodity derivatives in the prior period.
|
•
|
Capital expenditures:
The Company's capital expenditures on an accrual basis were
$213.8 million
for the
nine months ended September 30, 2018
compared to
$152.6 million
for the
nine months ended September 30, 2017
. The expenditures for the
nine months ended September 30, 2018
were primarily driven by continued legacy development and Southern Eagle Ford gas window delineation, while expenditures for the
nine months ended September 30, 2017
, were primarily driven by development activity in our Southern Eagle Ford fields.
|
•
|
Working capital:
The Company had a working capital deficit of
$91.8 million
at
September 30, 2018
and a deficit of
$32.9 million
at
December 31, 2017
. The working capital computation does not include available liquidity through our Credit Facility.
|
•
|
Cash Flows:
For the
nine months ended September 30, 2018
, the Company generated cash from operating activities of
$88.0 million
, of which
$8.9 million
was attributable to changes in working capital. Cash used for property additions was
$163.2 million
. This excluded
$54.1 million
attributable to a net increase of capital related payables and accrued costs. Additionally,
$7.0 million
was paid during
nine months ended September 30, 2018
, for property sale obligations related to the sale of our former Bay De Chene field. The Company’s net borrowings on the revolving Credit Facility were
$51.0 million
during the
nine months ended September 30, 2018
. For the
nine months ended September 30, 2017
, the Company generated cash from operating activities of
$67.1 million
, of which
$2.4 million
was attributable to changes in working capital. Cash used for property additions was
$141.6 million
; however, this does not include
$9.4 million
attributable to a net increase of capital related payables and accrued costs. The Company’s net borrowings on the revolving Credit Facility were
$52.0 million
for
|
Fields
|
|
Three Months Ended September 30, 2018
|
|
Three Months Ended September 30, 2017
|
||||||||
|
|
Oil and Gas Sales
(In Millions) |
Net Oil and Gas Production
Volumes (MMcfe) |
|
Oil and Gas Sales
(In Millions) |
Net Oil and Gas Production
Volumes (MMcfe) |
||||||
Artesia Wells
|
|
$
|
14.8
|
|
2,719
|
|
|
$
|
8.9
|
|
2,060
|
|
AWP
|
|
15.2
|
|
3,176
|
|
|
13.0
|
|
3,185
|
|
||
Fasken
|
|
28.1
|
|
9,465
|
|
|
25.2
|
|
8,421
|
|
||
Other
(1)
|
|
6.9
|
|
2,306
|
|
|
1.9
|
|
680
|
|
||
Total
|
|
$
|
65.0
|
|
17,666
|
|
|
$
|
49.0
|
|
14,346
|
|
•
|
Price variances that had an approximate
$6.2 million
favorable
impact on sales due to the higher oil and NGL pricing, partially offset by lower natural gas pricing; and
|
•
|
Volume variances that had a
$9.8 million
favorable
impact on sales due to increased natural gas and NGL production, partially offset by lower oil production.
|
|
|
Three Months Ended September 30, 2018
|
Three Months Ended September 30, 2017
|
||||
Production volumes:
|
|
|
|
||||
Oil (MBbl)
(1)
|
|
155
|
|
170
|
|
||
Natural gas (MMcf)
|
|
14,732
|
|
11,723
|
|
||
Natural gas liquids (MBbl)
(1)
|
|
334
|
|
267
|
|
||
Total (MMcfe)
|
|
17,666
|
|
14,346
|
|
||
|
|
|
|
||||
Oil, Natural gas and Natural gas liquids sales:
|
|
|
|
||||
Oil
|
|
$
|
11,124
|
|
$
|
7,996
|
|
Natural gas
|
|
43,697
|
|
35,242
|
|
||
Natural gas liquids
|
|
10,213
|
|
5,780
|
|
||
Total
|
|
$
|
65,034
|
|
$
|
49,019
|
|
|
|
|
|
||||
Average realized price:
|
|
|
|
||||
Oil (per Bbl)
|
|
$
|
71.68
|
|
$
|
46.93
|
|
Natural gas (per Mcf)
|
|
2.97
|
|
3.01
|
|
||
Natural gas liquids (per Bbl)
|
|
30.59
|
|
21.67
|
|
||
Average per Mcfe
|
|
$
|
3.68
|
|
$
|
3.42
|
|
|
|
|
|
||||
Price impact of cash-settled derivatives:
|
|
|
|
||||
Oil (per Bbl)
|
|
$
|
(15.44
|
)
|
$
|
(0.02
|
)
|
Natural gas (per Mcf)
|
|
(0.05
|
)
|
(0.01
|
)
|
||
Natural gas liquids (per Bbl)
|
|
(2.91
|
)
|
—
|
|
||
Average per Mcfe
|
|
$
|
(0.23
|
)
|
$
|
(0.01
|
)
|
|
|
|
|
||||
Average realized price including cash settled derivatives:
|
|
|
|
||||
Oil (per Bbl)
|
|
$
|
56.24
|
|
$
|
46.91
|
|
Natural gas (per Mcf)
|
|
2.92
|
|
3.00
|
|
||
Natural gas liquids (per Bbl)
|
|
27.68
|
|
21.67
|
|
||
Average per Mcfe
|
|
$
|
3.45
|
|
$
|
3.41
|
|
|
|
|
|
||||
|
Costs and Expenses
|
Three Months Ended September 30, 2018
|
Three Months Ended September 30, 2017
|
||||
General and administrative, net
|
$
|
5,486
|
|
$
|
6,031
|
|
Depreciation, depletion, and amortization
|
18,766
|
|
11,832
|
|
||
Accretion of asset retirement obligation
|
87
|
|
582
|
|
||
Lease operating cost
|
4,207
|
|
5,831
|
|
||
Transportation and gas processing
|
6,138
|
|
4,921
|
|
||
Severance and other taxes
|
2,464
|
|
2,479
|
|
||
Interest expense, net
|
7,212
|
|
2,868
|
|
||
Total Costs and Expenses
|
$
|
44,360
|
|
$
|
34,544
|
|
Fields
|
|
Nine Months Ended September 30, 2018
|
|
Nine Months Ended September 30, 2017
|
||||||||
|
|
Oil and Gas Sales
(In Millions) |
Net Oil and Gas Production
Volumes (MMcfe) |
|
Oil and Gas Sales
(In Millions) |
Net Oil and Gas Production
Volumes (MMcfe) |
||||||
Artesia Wells
|
|
$
|
38.8
|
|
7,534
|
|
|
$
|
16.8
|
|
4,023
|
|
AWP
|
|
36.1
|
|
7,294
|
|
|
40.8
|
|
9,821
|
|
||
Fasken
|
|
77.2
|
|
26,097
|
|
|
77.2
|
|
25,151
|
|
||
Other
(1)
|
|
17.0
|
|
5,750
|
|
|
2.4
|
|
838
|
|
||
Total
|
|
$
|
169.1
|
|
46,675
|
|
|
$
|
137.2
|
|
39,833
|
|
•
|
Price variances that had an approximate
$10.2 million
favorable
impact on sales due to the higher oil and NGL pricing, partially offset by lower natural gas pricing; and
|
•
|
Volume variances that had a
$21.7 million
favorable
impact on sales due to overall higher volume production.
|
|
|
Nine Months Ended September 30, 2018
|
Nine Months Ended September 30, 2017
|
||||
Production volumes:
|
|
|
|
||||
Oil (MBbl)
(1)
|
|
473
|
|
456
|
|
||
Natural gas (MMcf)
|
|
39,081
|
|
32,904
|
|
||
Natural gas liquids (MBbl)
(1)
|
|
793
|
|
699
|
|
||
Total (MMcfe)
|
|
46,675
|
|
39,833
|
|
||
|
|
|
|
||||
Oil, Natural gas and Natural gas liquids sales:
|
|
|
|
||||
Oil
|
|
$
|
32,202
|
|
$
|
21,724
|
|
Natural gas
|
|
115,833
|
|
101,349
|
|
||
Natural gas liquids
|
|
21,113
|
|
14,143
|
|
||
Total
|
|
$
|
169,148
|
|
$
|
137,216
|
|
|
|
|
|
||||
Average realized price:
|
|
|
|
||||
Oil (per Bbl)
|
|
$
|
68.09
|
|
$
|
47.64
|
|
Natural gas (per Mcf)
|
|
2.96
|
|
3.08
|
|
||
Natural gas liquids (per Bbl)
|
|
26.63
|
|
20.24
|
|
||
Average per Mcfe
|
|
$
|
3.62
|
|
$
|
3.44
|
|
|
|
|
|
||||
Price impact of cash-settled derivatives:
|
|
|
|
||||
Oil (per Bbl)
|
|
$
|
(12.59
|
)
|
$
|
(0.94
|
)
|
Natural gas (per Mcf)
|
|
0.03
|
|
(0.06
|
)
|
||
Natural gas liquids (per Bbl)
|
|
(2.02
|
)
|
—
|
|
||
Average per Mcfe
|
|
$
|
(0.14
|
)
|
$
|
(0.05
|
)
|
|
|
|
|
||||
Average realized price including cash settled derivatives:
|
|
|
|
||||
Oil (per Bbl)
|
|
$
|
55.50
|
|
$
|
46.70
|
|
Natural gas (per Mcf)
|
|
2.99
|
|
3.02
|
|
||
Natural gas liquids (per Bbl)
|
|
24.61
|
|
20.24
|
|
||
Average per Mcfe
|
|
$
|
3.48
|
|
$
|
3.39
|
|
|
|
|
|
||||
|
Costs and Expenses
|
Nine Months Ended September 30, 2018
|
Nine Months Ended September 30, 2017
|
||||
General and administrative, net
|
$
|
16,856
|
|
$
|
22,676
|
|
Depreciation, depletion, and amortization
|
44,994
|
|
32,375
|
|
||
Accretion of asset retirement obligation
|
330
|
|
1,722
|
|
||
Lease operating cost
|
12,927
|
|
16,380
|
|
||
Transportation and gas processing
|
16,585
|
|
14,067
|
|
||
Severance and other taxes
|
8,156
|
|
6,377
|
|
||
Interest expense, net
|
19,686
|
|
11,117
|
|
||
Total Costs and Expenses
|
$
|
119,534
|
|
$
|
104,714
|
|
•
|
Depreciation, depletion, amortization;
|
•
|
Accretion of asset retirement obligations;
|
•
|
Interest expense;
|
•
|
Impairment of oil and natural gas properties;
|
•
|
Net losses (gains) on commodity derivative contracts;
|
•
|
Amounts collected (paid) for commodity derivative contracts held to settlement;
|
•
|
Income tax expense (benefit); and
|
•
|
Share-based compensation expense.
|
3.1
|
|
3.2
|
|
10.1
|
|
31.1*
|
|
31.2*
|
|
32*#
|
|
101.INS*
|
XBRL Instance Document
|
101.SCH*
|
XBRL Schema Document
|
101.CAL*
|
XBRL Calculation Linkbase Document
|
101.LAB*
|
XBRL Label Linkbase Document
|
101.PRE*
|
XBRL Presentation Linkbase Document
|
101.DEF*
|
XBRL Definition Linkbase Document
|
|
|
|
SILVERBOW RESOURCES, INC.
(Registrant)
|
|
Date:
|
November 7, 2018
|
|
By:
|
/s/ G. Gleeson Van Riet
|
|
|
|
|
G. Gleeson Van Riet
Executive Vice President and
Chief Financial Officer
|
|
|
|
|
|
Date:
|
November 7, 2018
|
|
By:
|
/s/ Gary G. Buchta
|
|
|
|
|
Gary G. Buchta
Controller
|
BORROWER:
|
SILVERBOW RESOURCES, INC.
|
|
|
By:
|
/s/ G. Gleeson Van Riet
|
|
Name:
|
G. Gleeson Van Riet
|
|
Title:
|
Executive Vice President and
Chief Financial Officer
|
GUARANTOR:
|
SILVERBOW RESOURCES OPERATING, LLC
|
|
|
By:
|
/s/ G. Gleeson Van Riet
|
|
Name:
|
G. Gleeson Van Riet
|
|
Title:
|
Executive Vice President, Chief Financial Officer and Treasurer
|
GUARANTOR:
|
SILVERBOW RESOURCES USA, INC.
|
|
|
By:
|
/s/ G. Gleeson Van Riet
|
|
Name:
|
G. Gleeson Van Riet
|
|
Title:
|
Vice President, Chief Financial Officer and Treasurer
|
ADMINISTRATIVE AGENT:
|
JPMORGAN CHASE BANK, N.A.,
as
Administrative Agent and a Lender
|
|
|
By:
|
/s/ Jo Linda Papadakis
|
|
Name:
|
Jo Linda Papadakis
|
|
Title:
|
Authorized Officer
|
LENDER:
|
COMPASS BANK,
as a Lender
|
|
|
By:
|
/s/ Kari McDaniel
|
|
Name:
|
Kari McDaniel
|
|
Title:
|
Vice President
|
LENDER:
|
SunTrust Bank,
as a Lender
|
|
|
By:
|
/s/ Brian Guffin
|
|
Name:
|
Brian Guffin
|
|
Title:
|
Managing Director
|
LENDER:
|
BOK Financial NA, dba Bank of Texas,
as a Lender
|
|
|
By:
|
/s/ Martin Wilson
|
|
Name:
|
Martin Wilson
|
|
Title:
|
Senior Vice President
|
LENDER:
|
CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH,
as a Lender
|
|
|
By:
|
/s/ Trudy Nelson
|
|
Name:
|
Trudy Nelson
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
By:
|
/s/ Donovan C. Broussard
|
|
Name:
|
Donovan C. Broussar
|
|
Title:
|
Authorized Signatory
|
LENDER:
|
FIFTH THIRD BAND,
as a Lender
|
|
|
By:
|
/s/ Justin Bellamy
|
|
Name:
|
Justin Bellamy
|
|
Title:
|
Director
|
LENDER:
|
BRANCH BANKING AND TRUST COMPANY,
as a Lender
|
|
|
By:
|
/s/ Ryan K. Michael
|
|
Name:
|
Ryan K. Michael
|
|
Title:
|
Senior Vice President
|
LENDER:
|
COMERICA BANK,
as a Lender
|
|
|
By:
|
/s/ Chad W. Stephenson
|
|
Name:
|
Chad W. Stephenson
|
|
Title:
|
Vice President
|
LENDER:
|
KEYBANK NATIONAL ASSOCIATION,
as a Lender
|
|
|
By:
|
/s/ David M. Bornstein
|
|
Name:
|
David M. Bornstein
|
|
Title:
|
Senior Vice President
|
LENDER:
|
Credit Suisse AG, Cayman Islands Branch,
as a Lender
|
|
|
By:
|
/s/ Doreen Barr
|
|
Name:
|
Doreen Barr
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
By:
|
/s/ Christopher Zybrick
|
|
Name:
|
Christopher Zybrick
|
|
Title:
|
Authorized Signatory
|
LENDER:
|
Associated Bank, N.A.,
as a Lender
|
|
|
By:
|
/s/ Brooks D. Creasey
|
|
Name:
|
Brooks D. Creasey
|
|
Title:
|
Assistant Vice President
|
LENDER:
|
HANCOCK WHITNEY BANK,
as a Lender
|
|
|
By:
|
/s/ William Jochetz
|
|
Name:
|
William Jochetz
|
|
Title:
|
Senior Vice President
|
Name of Lender
|
Applicable Percentage
|
Maximum Credit Amount
|
JPMORGAN CHASE BANK, N.A.
|
10.48780488000000%
|
$62,926,829.27
|
COMPASS BANK
|
9.26829268300000%
|
$55,609,756.10
|
SUNTRUST BANK
|
9.26829268300000%
|
$55,609,756.10
|
BOKF, N.A. DBA BANK OF TEXAS
|
9.26829268300000%
|
$55,609,756.10
|
CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH
|
9.26829268300000%
|
$55,609,756.10
|
FIFTH THIRD BANK
|
9.26829268300000%
|
$55,609,756.10
|
BRANCH BANKING AND TRUST COMPANY
|
8.29268292700000%
|
$49,756,097.56
|
COMERICA BANK
|
8.29268292700000%
|
$49,756,097.56
|
KEYBANK N.A.
|
8.29268292700000%
|
$49,756,097.56
|
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
|
7.31707317100000%
|
$43,902,439.02
|
ASSOCIATED BANK, N.A.
|
5.48780487800000%
|
$32,926,829.27
|
WHITNEY BANK
|
5.48780487800000%
|
$32,926,829.27
|
TOTAL
|
100.00000000000000%
|
$600,000,000.00
|
1.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
2.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
3.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting, to be designed under our supervision, 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;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
4.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
November 7, 2018
|
|
/s/ Sean C. Woolverton
|
|
|
|
Sean C. Woolverton
Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q for the period ended September 30, 2018, of SilverBow Resources, Inc. (the “registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting, to be designed under our supervision, 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;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
November 7, 2018
|
|
/s/ G. Gleeson Van Riet
|
|
|
|
G. Gleeson Van Riet
Executive Vice President and
Chief Financial Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
November 7, 2018
|
|
/s/ Sean C. Woolverton
|
|
|
|
Sean C. Woolverton Chief Executive Officer
|
|
|
|
|
Date:
|
November 7, 2018
|
|
/s/ G. Gleeson Van Riet
|
|
|
|
G. Gleeson Van Riet Executive Vice President and Chief Financial Officer
|