Delaware
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1-15555
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87-0267438
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐ |
Soliciting material pursuant to Rule 14a‑12 under the Exchange Act (17 CFR 240.14a‑12)
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☐ |
Pre‑commencement communications pursuant to Rule 14d‑2(b) under the Exchange Act (17 CFR 240.14d‑2(b))
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☐ |
Pre‑commencement communications pursuant to Rule 13e‑4(c) under the Exchange Act (17 CFR 240.13e‑4(c))
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Title of Each Class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock
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REPX
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NYSE American
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Item 1.01. |
Entry into a Material Definitive Agreement.
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Item 2.01. |
Completion of Acquisition or Disposition of Assets.
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Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off‑Balance Sheet Arrangement of a Registrant.
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● |
incur additional indebtedness and certain types of preferred equity;
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incur liens;
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merge or consolidate with another entity or acquire subsidiaries;
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make investments;
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make loans to others;
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make certain payments;
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sell assets;
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terminate hedging transactions;
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enter into certain types of transactions with affiliates;
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enter into restrictive agreements relating to subsidiaries or the incurrence of liens;
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enter into sale and leaseback transactions;
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amend REP LLC’s material documents or make significant accounting changes; and
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engage in certain other transactions without the prior consent of the lenders.
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a current ratio, which is the ratio of REP LLC’s consolidated current assets (including unused commitments under REP LLC’s revolving credit facility and excluding derivatives) to REP LLC’s consolidated current
liabilities (excluding the current portion of long-term indebtedness required to be paid within one year and the aggregate principal balance of loans and letters of credit under REP LLC’s credit agreement and derivatives), as of the last day
of each fiscal quarter, of not less than 1.0 to 1.0; and
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● |
a leverage ratio, which is the ratio of REP LLC’s consolidated total debt (as defined in REP LLC’s credit agreement) as of the last day of each fiscal quarter, less cash and cash equivalents of up to the greater of
$15.0 million and 10.0% of the borrowing base, subject to certain exclusions (as described in REP LLC’s credit agreement) to consolidated EBITDAX (as defined in REP LLC’s credit agreement) for the last four consecutive fiscal quarters ending
on or immediately prior to the last day of that fiscal quarter, of not greater than 3.5 to 1.0.
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Item 3.03. |
Material Modification to Rights of Security Holders.
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Item 5.01. |
Changes in Control of Registrant.
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Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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● |
Mr. Bobby D. Riley received 85,699 shares of the Company’s restricted common stock in exchange for his 10,515.7 shares of REP LLC restricted common units pursuant to the Plan, and 137,247 shares of the Company’s common stock in connection with the closing of the Merger;
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Mr. Kevin Riley received 46,879 shares of the Company’s restricted common stock in exchange for his 5,752.3 shares of REP LLC restricted common units pursuant to the Plan, and 77,134 shares of the Company’s common stock in connection with the closing of the Merger;
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Mr. Corey Riley received 28,863 shares of the Company’s restricted common stock in exchange for his 3,541.7 shares of REP LLC restricted common units pursuant to the Plan, and 6,941 shares of the Company’s common stock in connection with the closing of the Merger; and
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Mr. Michael Palmer received 16,978 shares of the Company’s restricted common stock in exchange for his 2,083.3 shares of REP LLC restricted common units pursuant to the Plan, and 3,414 shares of the Company’s common stock in connection with the closing of the Merger.
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Audit committee chairperson
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$
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15,000
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Nominating and corporate governance committee chairperson
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$
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15,000
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Item 5.03. |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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(a)
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Amendments to Articles of Incorporation or Bylaws.
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(b)
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Change in Fiscal Year.
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Item 5.05. |
Amendment to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.
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Item 9.01. |
Financial Statements and Exhibits.
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(a)
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Financial Statements of Businesses Acquired.
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(b)
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Pro Forma Financial Information.
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(d)
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Exhibits
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Exhibit
No.
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Description
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Agreement and Plan of Merger, by and among Tengasco, Inc., Antman Sub, LLC, and Riley Exploration - Permian, LLC, dated as of October 21, 2020 (incorporated by reference from Exhibit 2.1 to the
Registrant’s Current Report on Form 8‑K filed with the Securities and Exchange Commission on October 22, 2020).
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Amendment No. 1 to Agreement and Plan of Merger, by and among Tengasco, Inc., Antman Sub, LLC, and Riley Exploration - Permian, LLC, dated as of January 20, 2021 (incorporated by reference from
Exhibit 2.1 to the Registrant’s Current Report on Form 8‑K, as filed with the Securities and Exchange Commission on January 22, 2021).
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First Amended and Restated Certificate of Incorporation of Riley Exploration Permian, Inc. (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission
on March 1, 2021, Registration No. 333-253750).
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Rights Agreement, dated March 16, 2017, between Tengasco, Inc. and Continental Stock Transfer & Trust Company (incorporated by reference from Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on March 17, 2017).
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Second Amended and Restated Bylaws of Riley Exploration Permian, Inc. (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on March 1, 2021,
Registration No. 333-253750).
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Credit Agreement dated as of September 28, 2017, by and among Riley Exploration – Permian, LLC, as borrower, Truist Bank, as administrative agent, and the lenders party thereto (incorporated by reference from Exhibit 10.1 to the
Registrant’s Registration Statement on Form S-4/A, as filed with the Securities and Exchange Commission on December 31, 2020, Registration No. 333-250019).
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First Amendment to Credit Agreement dated as of February 27, 2018, by and among Riley Exploration – Permian, LLC, as borrower, Truist Bank, as administrative agent, and the lenders party thereto (incorporated by reference from Exhibit 10.2
to the Registrant’s Registration Statement on Form S-4/A, as filed with the Securities and Exchange Commission on December 31, 2020, Registration No. 333-250019).
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Second Amendment to Credit Agreement dated as of November 9, 2018, by and among Riley Exploration – Permian, LLC, as borrower, Truist Bank, as administrative agent, and the lenders party thereto (incorporated by reference from Exhibit 10.3
to the Registrant’s Registration Statement on Form S-4/A, as filed with the Securities and Exchange Commission on December 31, 2020, Registration No. 333-250019).
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Third Amendment to Credit Agreement dated as of April 3, 2019, by and among Riley Exploration – Permian, LLC, as borrower, Truist Bank, as administrative agent, and the lenders party thereto (incorporated by reference from Exhibit 10.4 to
the Registrant’s Registration Statement on Form S-4/A, as filed with the Securities and Exchange Commission on December 31, 2020, Registration No. 333-250019).
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Fourth Amendment to Credit Agreement dated as of October 15, 2019, by and among Riley Exploration – Permian, LLC, as borrower, Truist Bank, as administrative agent, and the lenders party thereto (incorporated by reference from Exhibit 10.5
to the Registrant’s Registration Statement on Form S-4/A, as filed with the Securities and Exchange Commission on December 31, 2020, Registration No. 333-250019).
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Fifth Amendment to Credit Agreement dated as of May 7, 2020, by and among Riley Exploration – Permian, LLC, as borrower, Truist Bank, as administrative agent, and the lenders party thereto (incorporated by reference from Exhibit 10.6 to
the Registrant’s Registration Statement on Form S-4/A, as filed with the Securities and Exchange Commission on December 31, 2020, Registration No. 333-250019).
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Sixth Amendment to Credit Agreement dated as of August 31, 2020, by and among Riley Exploration – Permian, LLC, as borrower, Truist Bank, as administrative agent, and the lenders party thereto (incorporated by reference from Exhibit 10.7
to the Registrant’s Registration Statement on Form S-4/A, as filed with the Securities and Exchange Commission on December 31, 2020, Registration No. 333-250019).
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Seventh Amendment and Consent to Credit Agreement dated as of October 21, 2020, by and among Riley Exploration – Permian, LLC, as borrower, Truist Bank, as administrative agent, and the lenders party thereto (incorporated by reference from
Exhibit 10.8 to the Registrant’s Registration Statement on Form S-4/A, as filed with the Securities and Exchange Commission on December 31, 2020, Registration No. 333-250019).
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Form of Indemnification Agreement (incorporated by reference from Exhibit 10.14 to the Registrant’s Registration Statement on Form S-4/A, as filed with the Securities and Exchange Commission on January 21, 2021, Registration No.
333-250019).
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Form of Independent Director Agreement (incorporated by reference from Exhibit 10.13 to the Registrant’s Registration Statement on Form S-4/A, as filed with the Securities and Exchange Commission on January 21, 2021, Registration No.
333-250019).
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Form of Substitute Restricted Stock Agreement (Time Vesting) (incorporated by reference from Exhibit 4.5 to the Registrant’s Registration Statement on Form S-8 filed with the Commission on March 1, 2021, Registration No. 333-253750).
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Employment Agreement dated April 1, 2019 by and between Riley Exploration – Permian, LLC and Bobby D. Riley and assigned by Riley Exploration – Permian, LLC to Riley Permian Operating Company, LLC on June 8, 2019 (incorporated by reference
from Exhibit 10.9 to the Registrant’s Registration Statement on Form S-4/A, as filed with the Securities and Exchange Commission on December 31, 2020, Registration No. 333-250019).
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Amendment No. 1 to Employment Agreement dated October 1, 2020 by and between Riley Permian Operating Company, LLC and Bobby D. Riley (incorporated by reference from Exhibit 10.10 to the Registrant’s Registration Statement on Form S-4/A, as
filed with the Securities and Exchange Commission on December 31, 2020, Registration No. 333-250019).
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Employment Agreement dated April 1, 2019 by and between Riley Exploration – Permian, LLC and Kevin Riley and assigned by Riley Exploration – Permian, LLC to Riley Permian Operating Company, LLC on June 8, 2019 (incorporated by reference
from Exhibit 10.11 to the Registrant’s Registration Statement on Form S-4/A, as filed with the Securities and Exchange Commission on December 31, 2020, Registration No. 333-250019).
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Employment Agreement dated effective as of February 26, 2021 by and between Riley Exploration Permian, Inc. and Michael J. Rugen.
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Form of Restricted Stock Agreement (Non-Employee Director) (incorporated by reference from Exhibit 4.6 to the to the Registrant’s Registration Statement on Form S-8 filed with the Commission on March 1, 2021, Registration No. 333-253750).
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Riley Exploration Permian, Inc. Code of Business Conduct and Ethics dated February 26, 2021.
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Riley Exploration Permian, Inc. Code of Ethics for Senior Financial Officers dated February 26, 2021.
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Riley Exploration Permian, Inc. Corporate Governance Guidelines dated February 26, 2021.
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Riley Exploration Permian, Inc. Insider Trading Policy dated February 26, 2021.
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Riley Exploration Permian, Inc. Corporate Governance Policy and Procedures Disclosure Controls dated February 26, 2021.
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Audit Committee Charter dated February 26, 2021.
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Compensation Committee Charter dated February 26, 2021.
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Nominating and Corporate Governance Committee Charter dated February 26, 2021.
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99.4
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Unaudited condensed consolidated financial statements of Riley Exploration – Permian, LLC for the three months ended December 31, 2020 and 2019.
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Audited consolidated financial statements of Riley Exploration – Permian, LLC for the years ended September 30, 2020, 2019 and 2018 (incorporated by reference from
page F-43 to page F-76 of the Registrant’s Registration Statement on Form S-4/A, as filed with the Securities and Exchange Commission on January 21, 2021, Registration No. 333-250019).
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101
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Interactive Data Files of Financial Statements and Notes.
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±
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Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the Securities and Exchange
Commission.
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*
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Previously filed.
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@
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Management contract or compensatory plans or arrangements.
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RILEY EXPLORATION PERMIAN, INC.
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Date: March 4, 2021
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By:
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/s/ Bobby D. Riley
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Bobby D. Riley
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Chairman of the Board and Chief Executive Officer
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If to Employee, addressed to:
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If to the Company, addressed to:
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24409 E. Fremont Drive
Aurora, CO 80016
or the last known residential address reflected in the Company’s records
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Riley Permian Exploration, Inc.
29 East Reno, Suite 500
Oklahoma City, OK 73104
Attention: Kevin Riley
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RILEY PERMIAN EXPLORATION, INC.
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EMPLOYEE
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By: |
/s/ Bobby D. Riley
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/s/ Michael J. Rugen
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Bobby D. Riley
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Michael J. Rugen
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Chief Executive Officer
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Date Signed:
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March 3, 2021 |
Date Signed:
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March 4, 2021 |
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Michael J. Rugen
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1. |
Code of Ethics Contact Person
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2. |
Complying with Law
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3. |
Insider Trading
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4. |
Conflicts of Interest
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5. |
Related Person Transactions
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• |
whether there is an appropriate business justification for the transaction;
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• |
the benefits that accrue to the Company as a result of the transaction;
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• |
the terms available to unrelated third parties entering into similar transactions;
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• |
the impact of the transaction on a director’s independence (in the event the related person is a director, an immediate family member of a director or an entity in which a director is a partner, shareholder, or executive officer);
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• |
the availability of other sources for comparable products or services;
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whether it is a single transaction or a series of ongoing, related transactions; and
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whether entering into the transaction would be consistent with this Code.
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6. |
Corporate Opportunity
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7. |
Confidentiality
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8. |
Fair Dealing
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9. |
Manager Responsibility
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10. |
Retaliation
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11. |
Protection and Proper Use of Company Assets
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12. |
Concerns and Complaints
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13. |
Safety; Prohibited Substances
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14. |
Business Entertainment, Gifts and Courtesies
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• |
is not a cash gift;
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is consistent with customary business practices;
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cannot be construed as a bribe or payoff; and
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• |
does not violate any laws or regulations.
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15. |
Books and Records
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16. |
Public Company Reporting and Other Government Filings
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17. |
Reporting Any Illegal or Unethical Behavior
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18. |
Accountability for Actions
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19. |
Amendment, Modification and Waiver
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20. |
Responding to Inquiries from the Press and Others
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21. |
Compliance Certification
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Name:
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Date: |
Name: | |
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Date: |
I. |
The Board of Directors
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A. |
Size of Board
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B. |
Qualification Standards
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C. |
Director Responsibilities
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D. |
Service on Other Boards
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E. |
Chairman of the Board
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F. |
Meetings of the Board
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G. |
Meetings of Non-Management Directors
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H. |
Board Interaction with External Constituencies
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I. |
Director Compensation
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J. |
Annual Performance Evaluation of the Board
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K. |
Director Orientation and Continuing Education
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L. |
Board Member Attendance at the Annual Meetings of Stockholders
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M. |
Stockholder Communications with Directors
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II. |
Committees of the Board of Directors
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A. |
Committees
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B. |
Committee Charters
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C. |
Committee Meetings
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D. |
Annual Performance Evaluation of the Committees
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III. |
Director Access to Independent Advisors and Management
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IV. |
Management Evaluation and Succession Planning
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V. |
Review of Governance Policies
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VI. |
Posting Requirement
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● |
If you have material nonpublic information regarding the Company Group, you must not trade or advise anyone else to trade in Company securities until such information has been publicly disclosed.
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If you have material nonpublic information regarding any other company that you obtained from your employment or relationship with the Company Group, you must not trade or advise anyone else to trade in the securities of that other
company until such information has been publicly disclosed.
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You must not share material nonpublic information with people in the Company Group whose jobs do not require them to have the information.
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You must not disclose any nonpublic information, material or otherwise, concerning the Company Group to anyone outside the Company Group unless required as part of your duties and the person receiving the information has a reason to know
the information for Company Group business purposes.
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● |
earnings estimates (including changes of previously announced estimates)
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a significant change in operations, projections or strategic plans
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a potential merger or acquisition
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a potential sale of significant assets or subsidiaries
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the gain or loss of a major supplier or customer
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a new product or discovery
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a significant pricing change in products or services
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a declaration of a split, a public or private securities offering by the Company or a change in Company distribution policies or amounts
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a change in senior management
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an actual or threatened major lawsuit or government agency investigation
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avoid discussions of confidential matters in places where they might be overheard or otherwise disseminated
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mark sensitive documents “confidential” and use sealed envelopes marked “confidential”
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secure confidential documents and restrict the copying of sensitive documents
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provide instructions to receptionists regarding outside inquiries
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use code names for sensitive projects
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use passwords to restrict computer access
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do not use any Internet “chat rooms,” message boards, social networking websites or similar medium available to the public to post any unauthorized messages regarding the Company Group or its business, financial condition, employees,
clients or other matters related to the Company Group.
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pay civil penalties up to three times the profit made or loss avoided
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pay a criminal penalty of up to $5 million
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serve a jail term of up to 20 years.
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Signature | |
Print Name | |
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Date |
A.
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Establish a Disclosure Committee consisting of members of management, which shall report to the Chief Executive Officer, the Chief Financial Officer or in his or her absence, Vice President of Finance, and the Chief Accounting Officer
of the Company (the “Senior Officers”);
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B. |
Identify and update from time to time those accounting policies utilized by the Company in the preparation of its consolidated financial statements that involve estimates and assumptions that may significantly affect the amounts reported
in those financial statements (the “Company’s Critical Accounting Policies”); and
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C. |
Identify and update from time to time those risk factors that may significantly affect the business, operations and assets of the Company (the “Company’s Critical Risk Factors”).
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A. |
The Disclosure Committee shall consist of such officers and employees of the Company or its affiliates as the Chief Executive Officer appoints from time to time.
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B. |
The initial charter (“Charter”) of the Disclosure Committee shall be that charter set forth as Annex I to this Disclosure Controls Policy, which charter is hereby adopted.
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C. |
The terms and provisions of the Charter may be modified and terminated from time to time by order of the Chief Executive Officer.
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D. |
The membership of the Disclosure Committee may be altered from time to time in accordance with the provisions of the Charter.
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A. |
The Disclosure Committee shall have responsibility for the compliance with this Disclosure Controls Policy of:
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1.
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Disclosure Statements, which shall mean each Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K, Registration Statement on Form S-1, S-3 or other form, Registration Statement on Form 10 or 8A,
Offering Circular under Rule 144A or Regulation S, Private Offering Circular and Listing Application to any national securities exchange; and
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2. |
Public Statements, which shall mean each communication with the media, including press releases containing financial information, earnings guidance, information about material acquisitions or dispositions, conference call scripts or other
information material to the Company’s security holders, and each communication directly with the Company’s investors, including annual reports, proxy statements and other interim or special reports.
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B. |
The Disclosure Committee shall be responsible for identifying the Company’s Critical Accounting Policies and Critical Risk Factors. The Disclosure Committee shall identify and appoint an individual or individuals within the organization of
the Company and its affiliates whose job responsibilities include (i) verifying information peculiar to each Critical Accounting Policy and each Critical Risk Factor and (ii) monitoring changes in reporting requirements relating to accounting
standards, financial reporting requirements, Securities and Exchange Commission reporting and disclosure requirements, and stock exchange reporting and disclosure requirements applicable to the Company, and disseminating any new or revised
requirements to the appropriate individuals throughout such organizations (any such individual, a “Responsible Person”).
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C. |
The Disclosure Committee shall be responsible for maintaining, evaluating and revising on a periodic basis a form of disclosure checklist (“Disclosure Checklist”) applicable to
Disclosure Statements in their various formats, which Disclosure Checklist shall include, among other things, all of the Company’s Critical Accounting Policies and Critical Risk Factors.
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D. |
Prior to the filing of any Disclosure Statement, the Disclosure Committee shall:
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1. |
Obtain from each appropriate Responsible Person a confirmation that the disclosed information in the Disclosure Statement is, to the extent it is based on the information for which the Responsible Person is responsible, in compliance with
the applicable disclosure standard (but that confirmation need not be written unless required by the Disclosure Committee);
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2. |
Based on confirmations from appropriate Responsible Persons and review of the Disclosure Statement and inquiries regarding the information contained therein, complete a Disclosure Checklist and deliver the same to the Senior Officers;
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3. |
Respond to any inquiries of the Senior Officers regarding the contents of the Disclosure Statement and compliance of the information contained therein with the applicable disclosure standard; and Review the Disclosure Statement
sufficiently in advance of its required filing date to help ensure that the report meets all applicable securities law requirements and, if applicable, accurately and fairly reflects the Company’s financial condition.
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E. |
Prior to the release of any Public Statement:
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1. |
To the extent the Public Statement includes historical or projected financial information relating to the Company, such as an earnings release or an annual report to unitholders, the Disclosure Committee shall:
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|
a. |
obtain confirmations from appropriate Responsible Persons with respect to the Company’s Critical Accounting Policies;
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b. |
based on confirmations from those appropriate Responsible Persons and review of the Public Statement and inquiries regarding the information contained therein, complete a Disclosure Checklist and deliver the same to the Senior Officers;
and
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c. |
respond to any inquiries of the Senior Officers regarding the contents of the Public Statement and compliance of the information contained therein with the applicable disclosure standard.
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2. |
To the extent the Public Statement does not include historical or projected financial information relating to the Company, the Disclosure Committee shall utilize such of the Disclosure Statement Procedures in verifying that the information
contained therein conforms to the applicable disclosure standard as the Disclosure Committee shall in its discretion deem advisable or as the Senior Officers may request.
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•
|
Formalization of the controls and procedures currently used by the Company, and modification and enhancement of such procedures as appropriate, to ensure that (i) information disclosed regarding the Company to the Securities and
Exchange Commission (“SEC”) and other written information disclosed regarding the Company to the investment community is recorded, processed, summarized and reported accurately
and on a timely basis and (ii) information is accumulated and communicated to management (including the Senior Officers) as appropriate to allow timely decisions regarding such required disclosure (“Disclosure Controls”).
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• |
The process of monitoring the integrity and effectiveness of the Disclosure Controls.
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• |
Review and supervision of the preparation of the Company’s (i) periodic and current reports, information statements, registration statements and any other information filed with or furnished to the SEC, (ii) offering circulars or similar
documents distributed in connection with private placements and other securities offerings exempt from federal registration, (iii) press releases containing financial information, earnings guidance, information about material acquisitions or
dispositions, conference call scripts or other information material to the Company’s security holders (determined in accordance with procedures approved by the Committee), and (iv) correspondence broadly disseminated to security holders
(collectively, the “Disclosure Statements”). At the request of a Senior Officer, the Committee will review for compliance with the Company’s Disclosure Policy any (a) presentations
to analysts and the investment community, (b) presentations to ratings agencies and lenders, and (c) disclosure policies with respect to and the content of the Company’s website.
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• |
To the extent necessary or desirable in the Committee’s discretion, solicitation of review of Disclosure Statements by the Company’s independent auditors and outside counsel for compliance with applicable accounting and legal requirements.
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|
• |
Evaluation of the effectiveness of the Disclosure Controls as of the end of the reporting period covered by each of the Company’s Annual Reports on Form 10-K and each Quarterly Report on Form 10-Q (collectively, the “periodic reports”).
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|
• |
Discussions with the Senior Officers regarding all relevant information with respect to the Committee’s proceedings, the preparation of the Disclosure Statements and the Committee’s evaluation of the effectiveness of the Disclosure
Controls.
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|
• |
Provision of a certification to the Senior Officers prior to the filing with the SEC of each periodic report as to (i) the Committee’s compliance with the Disclosure Controls and proper performance of its responsibilities thereunder and
(ii) the Committee’s conclusions resulting from its evaluation of the effectiveness of the Disclosure Controls.
|
Financial and Non-Financial Information
Representations
|
Yes
|
No
|
Not Applicable
|
If No or Not Applicable,
please explain
|
|
1.
|
A reasonably informed investor could gain a clear understanding of the Company’s overall results of operations and financial condition by reading the report.
|
||||
2.
|
Major risk factors, significant changes, infrequent events and/or other issues that have materially impacted or could materially impact the financial statements are disclosed in the subject report.
|
||||
3.
|
All material unusual transactions have been disclosed in the current report.
|
||||
4.
|
All material unusual transactions that have occurred since period-end are included in the “Subsequent Events” footnote in the financial statements and is discussed in Management’s Discussion and Analysis of
Financial Condition and Results of Operations (“MD&A”).
|
||||
5.
|
There are no material unasserted claims that are not otherwise reflected in the current period financial results.
|
||||
6.
|
Financial statements and related disclosures are consistent with your knowledge of the Company’s activities and industry trends and conditions.
|
||||
7.
|
Variances between comparable amounts for the different periods reported are reasonable based on your knowledge of the Company’s activities and industry conditions.
|
||||
8.
|
MD&A in the subject report clearly and accurately describes known trends or uncertainties that are expected to have a material impact on operating results such as:
|
• Future increases in costs of labor or material
• Future price increases
• New operating agreements
• Cancellation or expected cancellations of operating agreements, or
• Changing competitive conditions, either positive or negative
|
|||||
9.
|
Operational activities or accounting decisions that might affect the comparability of the current-period financial statements to those of prior periods are disclosed.
|
||||
10.
|
MD&A in the subject report accurately reflects cash flow and capital expenditure activity.
|
||||
11.
|
All material risks and uncertainties have been clearly communicated as “Risks Factors” and/or “Cautionary Note Regarding Forward-Looking Statements” or are disclosed elsewhere in the subject report.
|
||||
12.
|
All material related party transactions have been identified and disclosed in the subject report.
|
||||
13.
|
All material legal issues, contingencies and unasserted claims are disclosed in the subject report.
|
||||
14.
|
Agreements, if material, to repurchase assets previously sold, are disclosed in the subject report.
|
||||
15.
|
There are no purchase commitments for assets in excess of normal requirements or at prices in excess of market value that have not been fully disclosed in the subject report.
|
||||
16.
|
Any oral or written guarantees of debt of others, including any of the companies in which the Company has an investment or control, are disclosed in the subject report.
|
17.
|
Any communications from regulatory agencies or government representatives concerning investigations or allegations of noncompliance with laws or regulations that could have a material affect on the Company have
been communicated to the Disclosure Committee.
|
||||
18.
|
Any violations or possible violations of laws or regulations whose affects should be considered for disclosure have been communicated to the Disclosure Committee.
|
||||
19.
|
Any events of default that may have occurred with respect to any of the Company’s debt agreements are disclosed in the subject report.
|
||||
20.
|
Changes in significant relationships with key customers, suppliers, vendors, lenders or other third parties (e.g., non-recurring changes in payment terms) are disclosed in the subject report.
|
||||
21.
|
Based on information you are aware of:
• The subject report does not contain an untrue statement of material fact or omit a material fact necessary to make the statements not misleading; and
• The financial statements and other financial information included in the report fairly present in all material respects the financial condition and results of operations for the periods presented.
|
||||
22.
|
You have read the subject report in its entirety and based on your knowledge the report is materially accurate and complete.
|
||||
Disclosure Controls Evaluation
|
Yes
|
No
|
Not Applicable
|
If Not or Not Applicable, please explain
|
|
1.
|
For the reporting period under consideration, all significant deficiencies in internal controls that could affect the company’s ability to record, process, summarize and report financial and non-
financial data have been disclosed to the Audit Committee and the Disclosure Committee.
|
2.
|
I am not aware of any internal control deficiencies, other than those already brought to the attention of Internal Audit.
|
||||
3.
|
To my knowledge, any fraud, whether or not material, that involves management or employees has been disclosed to the Audit Committee and the Disclosure Committee.
|
||||
4.
|
For the reporting period under consideration, any corrective actions to address significant deficiencies and material weaknesses in internal controls have been provided to Internal Audit and the Audit
Committee.
|
Signature: |
|
Date:
|
Printed Name: |
|
|
I.
|
PURPOSE
|
II.
|
COMPOSITION
|
III. |
MEETINGS
|
IV. |
RESPONSIBILITIES
|
•
|
Review and discuss with management and the independent auditor the Company’s annual audited financial statements prior to the filing of the Company’s Annual Report on Form 10-K, including disclosures made in Management’s Discussion and
Analysis of Financial Condition and Results of Operations, and recommend to the Board whether the audited financial statements should be included in the Annual Report on Form 10-K.
|
|
• |
Review and discuss with management and the independent auditor the Company’s quarterly financial statements prior to the filing of the Company’s Quarterly Reports on Form 10-Q, including disclosures made in Management’s Discussion and
Analysis of Financial Condition and Results of Operations and the results of the independent auditor’s review of the quarterly financial statements.
|
|
• |
Discuss with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of the Company’s financial statements, including any significant changes in the Company’s
selection or application of accounting principles, and the judgments of each of management and the independent auditor as to the quality and appropriateness of the Company’s accounting principles as applied in its financial reporting.
|
|
• |
When the Company becomes subject to the SEC filing requirement with respect to management’s report on internal control over financial reporting and the independent auditor’s attestation of the Company’s internal control over financial
reporting, review and discuss with management and the independent auditor such report and the independent auditor’s attestation of the Company’s internal control over financial reporting prior to the filing of the Company’s Annual Report on
Form 10-K.
|
|
• |
Review and discuss the reports required to be delivered by the independent auditor pursuant to Section 10A(k) of the Exchange Act regarding:
|
•
|
all critical accounting policies and practices to be used,
|
|
• |
all alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment
preferred by the independent auditor, and
|
|
• |
other material written communications between the independent auditor and management, such as any management letter or schedule of unadjusted differences.
|
|
• |
Discuss with management the Company’s earnings press releases, including the use of “pro forma” or “adjusted” non-GAAP information, as well as financial information and earnings guidance provided to analysts and rating agencies. Such
discussion may be done generally (consisting of discussing the types of information to be disclosed and the types of presentations to be made) and the Committee need not discuss in advance each earnings release or each instance in which the
Company may provide earnings guidance.
|
|
• |
Discuss with management and the independent auditor the effect of regulatory and accounting initiatives, as well as off balance sheet structures, on the Company’s financial statements.
|
|
• |
Discuss with the independent auditor the matters required to be discussed under auditing standards established from time to time by the Public Company Accounting Oversight Board and by Exchange Act rules relating to the conduct of the
audit, including and difficulties encountered in the course of the audit work, any restrictions on the scope of activities or access to requested information, and any significant disagreements with management.
|
|
• |
Review and discuss with management and the independent auditor any major issues as to the adequacy of the Company’s internal controls, any special audit steps adopted in light of material control deficiencies and the adequacy of
disclosures about changes in internal control over financial reporting.
|
|
• |
Review disclosures made to the Committee by the Company’s Chief Executive Officer and Chief Financial Officer during their certification process for the Company’s Annual Reports on Form 10-K and Quarterly Reports on Form 10- Q about any
significant deficiencies in the design or operation of internal control over financial reporting or material weaknesses therein and any fraud involving management or other employees who have a significant role in the Company’s internal
control over financial reporting.
|
|
• |
Keep the independent auditor informed of the Committee’s understanding of the Company’s relationships and transactions with related parties that are significant to the Company; and review and discuss with the independent auditor the
auditor’s evaluation of the Company’s identification of, accounting for, and disclosure of its relationships and transactions with related parties, including any significant matters arising from the audit regarding the Company’s relationships
and transactions with related parties.
|
|
• |
Select the Company’s independent auditor, considering qualifications, independence and performance, and approve the scope of the proposed audit for each fiscal year and the fees and other compensation to be paid to the independent auditor
therefor.
|
|
• |
Obtain and review at least annually a formal written statement from the independent auditor delineating all relationships between the independent auditor and the Company and its respective affiliates. It is the responsibility of the
Committee to actively engage in a dialogue with the independent auditor with respect to any disclosed relationships or services that may impact the objectivity and the independence of the auditor and for taking, or recommending that the full
Board take, appropriate action to oversee the independence of the outside auditor.
|
|
• |
Review and evaluate the lead partner of the independent auditor’s audit team for the Company.
|
|
• |
Obtain and review a report from the independent auditor at least annually regarding:
|
|
• |
the independent auditor’s internal quality-control procedures,
|
|
• |
any material issues raised by the most recent internal quality control review, or peer review, of the independent auditor, or by any inquiry or investigation by governmental or professional authorities within the preceding five years
respecting one or more independent audits carried out by the independent auditor,
|
|
• |
any steps taken to deal with any such issues, and
|
|
• |
all relationships between the independent auditor and the Company.
|
|
• |
Ensure the rotation of the lead audit partner having primary responsibility for the Company’s audit and the audit partner responsible for reviewing the audit as required by law.
|
|
• |
Establish policies for the Company’s hiring of employees or former employees of the independent auditor.
|
|
• |
Consider whether there should be regular rotation of the Company’s independent auditor.
|
|
• |
Discuss with the independent auditor material issues on which the national office of the independent auditor was consulted by the Company’s audit team.
|
|
• |
Preapprove all auditing services, internal control-related services and permitted non-audit services (including the fees and terms thereof) to be performed for the Company by the independent auditor, subject to such exceptions for non-
audit services as permitted by applicable laws and regulations. The Committee may when it deems appropriate form and delegate this authority to a subcommittee consisting of one or more Committee members, including the authority to grant
preapprovals of audit and permitted non-audit services, provided that decisions of such subcommittee to grant preapprovals shall be presented to the full Committee at its next meeting.
|
|
• |
Review and approve the engagement, if any, of any internal audit service providers considering their qualifications and effectiveness, and approve the scope of their proposed services and the fees and other compensation to be paid to such
providers therefor.
|
|
• |
Review and discuss with management and the senior officer responsible for the internal audit function the annual audit plan, budget, activities, organizational structure and qualifications of the persons performing the internal audit
function and review and concur in the appointment and replacement of the senior officer responsible for the internal audit function.
|
|
• |
Review and discuss with management and the senior officer responsible for the internal audit function significant reports to management prepared by the internal audit function and management’s responses thereto.
|
|
• |
Review with the senior officer responsible for the internal audit function any difficulties encountered by the internal audit function in the course of its audits, including any restrictions on the scope of its work or access to required
information.
|
|
• |
Discuss with the independent auditor the responsibilities, budget and staffing of the internal audit function.
|
|
• |
Review policies and procedures that the Company has implemented regarding compliance with applicable federal, state and local laws and regulations and with the Company’s Code of Business Conduct and Ethics.
|
|
• |
Review and approve any related person transactions for which disclosure would be required under Item 404(a) of Regulation S-K, excluding related party transactions approved by Board.
|
|
• |
Meet at least annually with the Company’s chief compliance officer regarding the implementation and effectiveness of the Company’s compliance programs and at such other times as such officer may request.
|
|
• |
Review any requested waivers by executive officers or directors of the Company’s Code of Business Conduct and Ethics and recommend to the Board whether a particular waiver should be granted.
|
|
• |
Establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of concerns
regarding questionable accounting or auditing matters.
|
|
• |
Discuss with management and the independent auditor any published reports or correspondence with regulators or governmental agencies that raise material issues regarding the Company’s financial statements or accounting policies.
|
|
• |
Discuss with the Company’s general counsel and/or outside counsel the status of legal matters that may have a material impact on the Company’s financial statements or the Company’s compliance policies.
|
|
• |
Review and discuss with management the Company’s major risk exposures and the Company’s risk assessment and risk management programs and the steps management has taken to monitor and control such exposures. To the extent the Board has
delegated to another Board committee responsibility for the review of risk assessment and risk management policies relating to a particular area or item, the Committee shall discuss and review such processes in a general manner.
|
|
• |
Obtain from the independent auditor assurance that Section 10A(b) of the Securities Exchange Act of 1934 has not been implicated.
|
|
• |
Regularly report Committee activities to the Board and make such recommendations to the Board as the Committee deems appropriate.
|
|
• |
Prepare for the Board an annual performance evaluation of the Committee.
|
|
• |
Annually review and reassess the adequacy of this Charter, including recommending any appropriate changes to the Board.
|
|
• |
Provide or approve a report for inclusion in the Company’s Annual Report on Form 10-K and proxy statement for its annual meeting of stockholders as required by the applicable rules and regulations of the SEC.
|
V.
|
MISCELLANEOUS
|
I.
|
Purposes
|
A. |
Review and evaluate the agreements, plans, policies and programs of the Company to compensate the Company’s executive officers and directors;
|
B. |
Once required, review and discuss with the Company’s management the Compensation Discussion and Analysis (“CD&A”) to be included in the Company’s proxy statement for its annual meeting of stockholders (“Proxy
Statement”) or Annual Report on Form 10-K, as applicable, and determine whether to recommend to the Board that the CD&A be included in the Proxy Statement or Annual Report on Form 10-K, as applicable, in accordance with applicable
rules and regulations;
|
C. |
Once required, produce the Compensation Committee Report as required by Item 407(e)(5) of Regulation S-K for inclusion in the Company’s Proxy Statement or Annual Report on Form 10-K,
as applicable, in accordance with applicable rules and regulations; and
|
D. |
Perform such other functions as the Board may assign to the Committee from time to time.
|
II. |
Membership
|
III. |
Authority and Responsibilities
|
|
A. |
Authority
|
|
1. |
Conduct or authorize investigations into any matter within the scope of the responsibilities delegated to the Committee as it deems appropriate, including the authority to request any
officer, employee or advisor of the Company to meet with the Committee or any advisors engaged by the Committee;
|
|
2. |
In its sole discretion, retain and determine funding for legal counsel, compensation consultants, as well as other experts and advisors (collectively, “Committee Advisors”), including the authority to retain, approve the fees payable to, amend the engagement with, and terminate any Committee Advisor, as it deems
necessary or appropriate to fulfill its responsibilities. Prior to selecting or receiving advice from Committee Advisors, the Committee must consider the factors specified in Rule 10C- 1(b)(4) under the Exchange Act and applicable rules and
regulations of the NYSE American. The Company must provide for appropriate funding, as determined by the Committee, for payment of (a) compensation to any Committee Advisor engaged by the Committee and (b) ordinary administrative expenses of
the Committee that are necessary or appropriate in carrying out its duties; and
|
|
3. |
Delegate to its Chairman, any one of its members or any subcommittee it may form, the responsibility and authority for any particular matter, as it deems appropriate from time to time
under the circumstances. To the extent necessary, the Committee may delegate the approval of award grants and other transactions and responsibilities regarding the administration of compensatory programs to a subcommittee consisting solely of
members of the Committee or the Board who are “non-employee directors” for the purposes of Rule 16b-3. However, subcommittees do not have the authority to engage independent legal counsel and other experts and advisors unless expressly granted
such authority by the Committee. Each subcommittee will keep minutes and regularly report to the Committee.
|
|
B. |
Responsibilities
|
|
1. |
The Committee will exercise oversight of all matters of executive compensation policy.
|
|
2. |
Each year, the Committee will:
|
|
• |
Review, modify (if necessary) and approve the Company’s peer companies, if any, and data sources for purposes of evaluating the Company’s compensation competitiveness and establishing
the appropriate competitive positioning of the levels and mix of compensation elements and submit an annual report identifying such peer companies and data sources to the Board;
|
|
• |
Review, modify (if necessary) and recommend to the Board for approval corporate goals and objectives relevant to the compensation of the Company’s Chief Executive Officer and the
Company’s other executive officers other than performance goals;
|
|
• |
Review, modify (if necessary) and recommend to the Board for approval the Company’s executive compensation program in light of the Company’s goals and objectives relative to executive
compensation;
|
|
• |
Evaluate the performance of the Company’s Chief Executive Officer and, in consultation with the Chief Executive Officer, the Company’s other executive officers in light of the
Company’s executive compensation goals and objectives and submit an annual evaluation to the Board; and
|
|
• |
In consultation with the Chief Executive Officer, set the compensation for the Company’s other executive officers based on this evaluation, including the annual base salary levels;
annual cash incentive awards; long-term incentive awards; employment agreements, severance arrangements and change-in-control agreements and provisions; and any special or supplemental benefits. In determining or recommending any element of
compensation, the Committee should consider the Company’s performance and relative stockholder return, the value of similar awards to chief executive officers at comparable companies, the awards historically given to the Chief Executive Officer
and other executive officers, and the rules and regulations of, and the public disclosure required by, the Securities and Exchange Commission (“SEC”) and the NYSE American. In determining or recommending the executive officers’ compensation, the Committee shall consider the results of the most recent stockholder advisory vote on executive compensation (“say-on-pay”)
required by Section 14A of the Exchange Act.
|
|
3. |
Once required, the Committee will review and discuss with the Company’s management the CD&A to be included in the Company’s Proxy Statement or Annual Report on Form 10-K, as
applicable, and, based on that review, determine whether to recommend to the Board that the CD&A be included in the Proxy Statement or Annual Report on Form 10-K, as applicable, in accordance with applicable rules and regulations.
|
|
4. |
Each year, the Committee will prepare a Compensation Committee Report as required by Item 407(e)(5) of Regulation S-K and publish the report in the Company’s Proxy Statement or Annual
Report on Form 10-K, as applicable, in accordance with applicable rules and regulations.
|
|
5. |
The Committee will review and recommend to the Board how frequently the Company should submit to stockholders an advisory vote on executive compensation (“say-on-pay”), once required.
This review should take into account the historical results of stockholder advisory votes on the frequency of say-on-pay resolutions at the Company.
|
|
6. |
Following each stockholder meeting at which say-on-pay resolutions are proposed for a stockholder advisory vote, the Committee will review the results of the advisory vote and consider
whether to recommend to the Board any adjustments to the Company’s executive compensation policies and practices.
|
|
7. |
The Committee will oversee management’s engagement with stockholders and proxy advisory firms on executive compensation matters.
|
|
8. |
Once required, the Committee will prepare and recommend to the Board for adoption a clawback policy that complies with applicable rules and regulations, including the rules and
regulations of the SEC, and the listing standards of the NYSE American.
|
|
9. |
As often as it deems necessary and appropriate, the Committee will review and make recommendations to the Board with respect to incentive compensation plans and equity-based plans that
are subject to Board approval.
|
|
10. |
As often as it deems necessary and appropriate, the Committee will review the Company’s equity compensation plans to determine whether stockholders need be given the opportunity to
vote on the plans, as may be required by law, the Company’s Certificate of Incorporation or Bylaws (as amended from time to time), the Company’s Corporate Governance Guidelines and the listing standards of the NYSE American.
|
|
11. |
Each year, the Committee will review director compensation and make a recommendation to the Board regarding the form and amount of director compensation. Directors who are employees of
the Company may not receive any additional compensation for service on the Board.
|
|
12. |
The Committee will review and approve, or review and recommend to the Board for its approval, any transaction in equity securities of the Company, or derivatives of those equity
securities, between the Company and any officer or director of the Company who is subject to the reporting and short-swing liability provisions of Section 16 of the Exchange Act.
|
|
13. |
The Committee will review, as it deems necessary, appropriate matters related to the Company’s compliance with applicable laws and regulations affecting employee and director
compensation and benefits, including, but not limited to, Rule 16b-3 and Section 13(k) of the Exchange Act.
|
|
14. |
If the Committee engages a Committee Advisor, then the Committee is directly responsible for the appointment, compensation and oversight of that Committee Advisor. Prior to any such
engagement, the Committee will analyze the relationships that the Committee Advisor has with members of the Committee as well as management and the Company as a whole. This analysis will include the specific factors identified by the SEC and
NYSE American as well as any other factors that affect the independence of compensation advisors.
|
|
15. |
The Committee will receive and review periodic reports on the Company’s compensation plans, policies and programs as they affect all employees.
|
|
16. |
The Committee will oversee the assessment of risks related to the Company’s compensation policies and programs.
|
IV. |
Procedures
|
|
A. |
Meetings. The Committee will meet at the call of its Chairman, two or more
members of the Committee or the Chairman of the Board. The Committee will meet as frequently as circumstances dictate. Meetings of the Committee may be in person, by conference call or video or by unanimous written consent, in accordance with
the Company’s Bylaws. Meetings of the Committee will be held at such time and place, and upon such notice, as its Chairman may from time to time determine. The Committee will keep such records of its meetings as it deems appropriate.
|
|
B. |
Quorum and Approval. A majority of the Committee’s members will constitute
a quorum. The Committee will act on the affirmative vote of a majority of members present at a meeting at which a quorum is present. The Committee may also act by unanimous written consent in lieu of a meeting.
|
|
C. |
Rules. The Committee may determine additional rules and procedures,
including designation of a Chair pro tempore in the absence of its Chairman and designation of a secretary of the Committee at any meeting thereof.
|
|
D. |
Reports. The Committee will maintain minutes of its meetings and make
regular oral or written reports to the Board, directly or through its Chairman, of its actions and any recommendations to the Board.
|
|
E. |
Review of Charter. Each year, the Committee will review and reassess the
adequacy of this Charter and recommend any proposed changes to the Board for approval.
|
|
F. |
Performance Review. Each year, the Committee will review and evaluate its
own performance and submit itself to a review and evaluation by the Board.
|
G. |
Fees; Reimbursement of Expenses. Each member of the
Committee as well as the Chairman will be paid the fee set by the Board for his or her services as a member, or Chairman, as the case may be, of the Committee. Subject to the Company’s Corporate Governance Guidelines and other policies,
Committee members, including the Chairman, will be reimbursed by the Company for all reasonable expenses incurred in connection with their duties as Committee members or as Chairman.
|
V. |
Posting Requirement
|
I.
|
Purposes
|
A. |
Advise the Board and make recommendations regarding appropriate corporate governance practices and assist the Board in implementing those practices;
|
|
B. |
Assist the Board by identifying individuals qualified to become members of the Board, consistent with the criteria approved of by the Board, and recommending director nominees to the Board for election at the annual meetings of
stockholders or for appointment to fill vacancies on the Board;
|
|
C. |
Advise the Board about the appropriate composition of the Board and its committees;
|
|
D. |
Lead the Board in the annual performance evaluation of the Board and its committees, and of management;
|
|
E. |
Direct all matters relating to the succession of the Company’s Chief Executive Officer (“CEO”); and
|
|
F. |
Perform such other functions as the Board may assign to the Committee from time to time.
|
II. |
Membership
|
III. |
Authority and Responsibilities
|
|
A. |
Authority
|
|
1. |
Conduct or authorize investigations into any matter within the scope of the responsibilities delegated to the Committee as it deems appropriate, including the authority to request any officer, employee or advisor of the Company to meet
with the Committee or any advisors engaged by the Committee.
|
|
2. |
Retain and determine funding for independent legal counsel and other experts and advisors, including the sole authority to retain, approve the fees payable to, amend the engagement with, and terminate any search firm to assist the
Committee in identifying director candidates, as it deems necessary or appropriate to fulfill its responsibilities. The Committee may also utilize the services of the Company’s regular outside legal counsel or other advisors to the Company.
The Company must provide for appropriate funding, as determined by the Committee, for payment of (a) compensation to any advisors employed by the Committee; and (b) ordinary administrative expenses of the Committee that are necessary or
appropriate in carrying out its duties.
|
|
3. |
Delegate to its Chairman, any one of its members or any subcommittee it may form, the responsibility and authority for any particular matter, as it deems appropriate from time to time under the circumstances. However, subcommittees do not
have the authority to engage independent legal counsel and other experts and advisors unless expressly granted such authority by the Committee. Each subcommittee will keep minutes and regularly report to the Committee.
|
|
B. |
Responsibilities
|
|
1. |
The Committee will prepare and recommend to the Board for adoption appropriate corporate governance guidelines and consider any other corporate governance issues that arise from time to time and develop appropriate recommendations for the
Board.
|
|
2. |
As often as it deems necessary and appropriate, the Committee will review and reassess the adequacy of the Company’s corporate governance guidelines and recommend any proposed changes to the Board for approval.
|
|
3. |
The Committee will review management’s monitoring of the Company’s compliance programs and Corporate Code of Business Conduct and Ethics, including a report of violations and waivers of the Corporate Code of Business Conduct and Ethics.
|
|
4. |
The Committee will periodically assess the need for changes to the Company’s stock ownership guidelines and recommend any proposed changes to the Board for approval.
|
|
5. |
Identify individuals qualified to become members of the Board, consistent with the criteria approved by the Board, and recommend to the Board the persons to be nominated by the Board for election as directors at the annual meeting of
stockholders, and the persons to be elected by the Board to fill any vacancies on the Board.
|
|
6. |
Prior to recommending to the Board that an existing director be nominated for election as a director at the annual meeting of stockholders, the Committee will consider and review the director’s:
|
|
• |
past Board and committee meeting attendance and performance;
|
|
• |
length of Board service;
|
|
• |
personal and professional integrity, including commitment to the Company’s core values;
|
|
• |
relevant experience, skills, qualifications and contributions that the existing director brings to the Board; and
|
|
• |
independence under applicable standards.
|
|
7. |
In the event that a vacancy on the Board arises, the Committee will seek and identify a qualified director nominee to be recommended to the Board for either appointment by the Board to serve the remainder of the term of the director
position that is vacant or election at the next annual meeting of stockholders. To identify such a nominee, the Committee should solicit recommendations from existing directors and senior management. These recommendations should be
considered by the Committee along with any recommendations that have been received from stockholders as discussed below. The Committee may, in its discretion, retain a search firm to provide additional candidates. Prior to recommending to
the Board that a person be elected to fill a vacancy on the Board, the Committee will consider and review the candidate’s:
|
|
• |
relevant skills, qualifications and experience;
|
|
• |
independence under applicable standards;
|
|
• |
business judgment;
|
|
• |
service on boards of directors of other companies;
|
|
• |
personal and professional integrity, including commitment to the Company’s core values;
|
|
• |
openness and ability to work as part of a team;
|
|
• |
willingness to commit the required time to serve as a Board member; and
|
|
• |
familiarity with the Company and its industry.
|
|
8. |
The Committee will treat recommendations for directors that are received from the Company’s stockholders equally with recommendations received from any other source; provided, however, that in
order for such stockholder recommendations to be considered, the recommendations must comply with the procedures outlined in the Company’s proxy statement for its annual meeting of stockholders.
|
|
9. |
At least annually, the Committee will review the criteria for the nomination of director candidates and approve changes to the criteria, as appropriate.
|
|
10. |
Review the relationships between the Company and each director and report the results of its review to the Board, which will then determine which directors satisfy the applicable independence standards; and
|
|
11. |
Determine whether or not each director serving on a Board committee is independent, disinterested, a non-employee director or an outside director under the standards applicable to the committees on which such director is serving or may
serve and report the results of its review to the Board, which will then determine which directors, if any, qualify as independent, disinterested, non-employee or outside directors under applicable standards.
|
|
12. |
Review the advisability or need for any changes in the number and composition of the Board;
|
|
13. |
Review the advisability or need for any changes in the Board’s committee structure; and
|
|
14. |
Recommend to the Board the composition of each Board committee and the individual director to serve as Chairman of each committee, endeavoring to cause one member of the Audit Committee to satisfy the attributes of an “audit committee
financial expert” as set forth in Item 407(d)(5) of Regulation S-K promulgated by the Securities and Exchange Commission.
|
|
15. |
Request that the Chairman of each committee, including this Committee, report to the full Board about the committee’s annual evaluation of its performance and evaluation of its committee’s charter following the end of each fiscal year; and
|
|
16. |
Receive comments from all directors and report to the full Board with an assessment of the performance of the Board, the Board’s committees and management following the end of each fiscal year.
|
|
17. |
Meet on succession planning, whereby the Committee will identify, and periodically update, the qualities and characteristics necessary for an effective CEO and monitor and review the development and progression of potential candidates
against these standards; and
|
|
18. |
Consult with the CEO on senior management succession planning.
|
|
19. |
Develop and evaluate an orientation program for new directors and a continuing education program for current directors, and present a report to the Board and make appropriate recommendations for final Board action regarding this program;
|
|
20. |
Make a recommendation to the Board concerning the selection and designation of a “Lead Director” to preside over the meetings of the non- management directors in executive session;
|
|
21. |
Review the Board’s policy regarding the structure of the offices of Chairman of the Board and CEO; and
|
|
22. |
Review and recommend to the Board proposed changes to the Company’s Certificate of Incorporation and Bylaws.
|
IV. |
Procedures
|
A. |
Meetings. The Committee will meet at the call of its Chairman, two or more members of the Committee or the
Chairman of the Board. The Committee will meet as frequently as circumstances dictate. Meetings of the Committee may be in person, by conference call or by unanimous written consent, in accordance with the Company’s Bylaws. Meetings of the
Committee will be held at such time and place, and upon such notice, as its Chairman may from time to time determine. The Committee will keep such records of its meetings as it deems appropriate.
|
B. |
Quorum and Approval. A majority of the Committee’s members will constitute a quorum. The Committee will
act on the affirmative vote of a majority of members present at a meeting at which a quorum is present. The Committee may also act by unanimous written consent in lieu of a meeting.
|
|
C. |
Rules. The Committee may determine additional rules and procedures, including designation of a Chair pro
tempore in the absence of its Chairman and designation of a secretary of the Committee at any meeting thereof.
|
|
D. |
Reports. The Committee will maintain minutes of its meetings and make regular oral or written reports to
the Board, directly or through its Chairman, of its actions and any recommendations to the Board.
|
|
E. |
Review of Charter. Each year, the Committee will review the need for changes in this Charter and recommend
any proposed changes to the Board for approval.
|
|
F. |
Performance Review. Each year, the Committee will review and evaluate its own performance and will submit
itself to a review and evaluation by the Board.
|
|
G. |
Fees; Reimbursement of Expenses. Each member of the Committee, as well as the Chairman, will be paid the
fee set by the Board for his or her services as a member, or Chairman, as the case may be, of the Committee. Subject to the Company’s Corporate Governance Guidelines and other policies, Committee members, including the Chairman, will be
reimbursed by the Company for all reasonable expenses incurred in connection with their duties as Committee members.
|
V. |
Posting Requirement
|
Condensed Consolidated Financial Statements (Unaudited)
|
Page
|
|
3 | ||
4
|
||
5
|
||
6
|
||
8 |
December 31,
2020
|
September 30,
2020
|
|||||||
Assets
|
||||||||
Current Assets:
|
||||||||
Cash and cash equivalents
|
$
|
1,877
|
$
|
1,660
|
||||
Accounts receivable
|
10,526
|
10,128
|
||||||
Accounts receivable – related parties
|
313
|
55
|
||||||
Prepaid expenses and other current assets
|
1,807
|
1,752
|
||||||
Current derivative assets
|
6,081
|
18,819
|
||||||
Total Current Assets
|
20,604
|
32,414
|
||||||
Non-Current Assets:
|
||||||||
Oil and natural gas properties, net (successful efforts)
|
313,232
|
310,726
|
||||||
Other property and equipment, net
|
2,041
|
1,801
|
||||||
Right of use assets
|
604
|
700
|
||||||
Non-current derivative assets
|
—
|
3,102
|
||||||
Other non-current assets
|
2,034
|
2,249
|
||||||
Total Non-Current Assets
|
317,911
|
318,578
|
||||||
Total Assets
|
$
|
338,515
|
$
|
350,992
|
||||
Liabilities, Series A Preferred Units, and Members' Equity
|
||||||||
Current Liabilities:
|
||||||||
Accounts payable
|
$
|
1,357
|
$
|
4,739
|
||||
Accrued liabilities
|
11,073
|
8,746
|
||||||
Current lease liability
|
399
|
392
|
||||||
Revenue payable
|
4,527
|
4,432
|
||||||
Advances from joint interest owners
|
252
|
254
|
||||||
Advances from related parties
|
570
|
—
|
||||||
Current derivative liabilities
|
272
|
—
|
||||||
Total Current Liabilities
|
18,450
|
18,563
|
||||||
Non-Current Liabilities:
|
||||||||
Non-current derivative liabilities
|
2,970
|
—
|
||||||
Asset retirement obligations
|
2,212
|
2,268
|
||||||
Revolving credit facility
|
97,500
|
101,000
|
||||||
Deferred tax liabilities
|
1,444
|
1,834
|
||||||
Non-current lease liability
|
212
|
314
|
||||||
Other non-current liabilities
|
160
|
104
|
||||||
Total Non-Current Liabilities
|
104,498
|
105,520
|
||||||
Total Liabilities
|
122,948
|
124,083
|
||||||
Series A Preferred Units
|
61,196
|
60,292
|
||||||
Members' Equity
|
154,371
|
166,617
|
||||||
Total Liabilities, Series A Preferred Units, and Members' Equity
|
$
|
338,515
|
$
|
350,992
|
Three Months Ended December 31,
|
||||||||
2020
|
2019
|
|||||||
Revenues:
|
||||||||
Oil and natural gas sales, net
|
$
|
22,414
|
$
|
28,499
|
||||
Contract services – related parties
|
600
|
1,050
|
||||||
Total Revenues
|
23,014
|
29,549
|
||||||
Costs and Expenses:
|
||||||||
Lease operating expenses
|
4,796
|
5,729
|
||||||
Production taxes
|
1,061
|
1,359
|
||||||
Exploration costs
|
424
|
727
|
||||||
Depletion, depreciation, amortization and accretion
|
5,990
|
5,635
|
||||||
General and administrative:
|
||||||||
Administrative costs
|
2,445
|
3,219
|
||||||
Unit-based compensation expense
|
413
|
153
|
||||||
Cost of contract services - related parties
|
148
|
168
|
||||||
Transaction costs
|
1,049
|
(1
|
)
|
|||||
Total Costs and Expenses
|
16,326
|
16,989
|
||||||
Income From Operations
|
6,688
|
12,560
|
||||||
Other Expense:
|
||||||||
Interest expense
|
(1,235
|
)
|
(1,366
|
)
|
||||
Loss on derivatives
|
(13,909
|
)
|
(18,035
|
)
|
||||
Total Other Expense
|
(15,144
|
)
|
(19,401
|
)
|
||||
Net Loss Before Income Taxes
|
(8,456
|
)
|
(6,841
|
)
|
||||
Income tax benefit
|
515
|
—
|
||||||
Net Loss
|
(7,941
|
)
|
(6,841
|
)
|
||||
Dividends on preferred units
|
(917
|
)
|
(864
|
)
|
||||
Net Loss Attributable to Common Unitholders
|
$
|
(8,858
|
)
|
$
|
(7,705
|
)
|
||
Net Loss per Unit:
|
||||||||
Basic
|
$
|
(5.79
|
)
|
$
|
(5.04
|
)
|
||
Diluted
|
$
|
(5.79
|
)
|
$
|
(5.04
|
)
|
||
Weighted Average Common Units Outstanding:
|
||||||||
Basic
|
1,530
|
1,526
|
||||||
Diluted
|
1,530
|
1,526
|
Units Outstanding
|
Amount
|
|||||||
For the Three Months Ended December 31, 2019
|
||||||||
Balance, September 30, 2019
|
1,527
|
$
|
149,383
|
|||||
Issuance of common units under long-term incentive plan
|
15
|
—
|
||||||
Purchase of common units under long-term incentive plan
|
(2
|
)
|
(194
|
)
|
||||
Dividends on preferred units
|
—
|
(864
|
)
|
|||||
Dividends on common units
|
—
|
(4,997
|
)
|
|||||
Unit-based compensation expense
|
—
|
153
|
||||||
Net loss
|
—
|
(6,841
|
)
|
|||||
Balance, December 31, 2019
|
1,540
|
$
|
136,640
|
|||||
For the Three Months Ended December 31, 2020
|
||||||||
Balance, September 30, 2020
|
1,555
|
$
|
166,617
|
|||||
Issuance of common units under long-term incentive plan
|
13
|
—
|
||||||
Dividends on preferred units
|
—
|
(917
|
)
|
|||||
Dividends on common units
|
—
|
(3,801
|
)
|
|||||
Unit-based compensation expense
|
—
|
413
|
||||||
Net loss
|
—
|
(7,941
|
)
|
|||||
Balance, December 31, 2020
|
1,568
|
$
|
154,371
|
Three Months Ended December 31,
|
||||||||
2020
|
2019
|
|||||||
Cash Flows from Operating Activities:
|
||||||||
Net loss
|
$
|
(7,941
|
)
|
$
|
(6,841
|
)
|
||
Adjustments to reconcile net loss to net cash provided by operating activities:
|
||||||||
Oil and gas lease abandonments
|
424
|
557
|
||||||
Depletion, depreciation, amortization and accretion
|
5,990
|
5,635
|
||||||
Loss on derivatives
|
13,909
|
18,035
|
||||||
Settlements on derivative contracts
|
5,173
|
556
|
||||||
Amortization of debt issuance costs
|
155
|
153
|
||||||
Unit-based compensation expense
|
413
|
153
|
||||||
Deferred income tax benefit
|
(515
|
)
|
—
|
|||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
(397
|
)
|
190
|
|||||
Accounts receivable – related parties
|
(258
|
)
|
108
|
|||||
Prepaid expenses and other current assets
|
(39
|
)
|
712
|
|||||
Other non-current assets
|
1
|
17
|
||||||
Accounts payable and accrued liabilities
|
(385
|
)
|
(919
|
)
|
||||
Revenue payable
|
95
|
536
|
||||||
Advances from joint interest owners
|
(2
|
)
|
3,458
|
|||||
Advances from related parties
|
570
|
—
|
||||||
Net Cash Provided By Operating Activities
|
17,193
|
22,350
|
||||||
Cash Flows From Investing Activities:
|
||||||||
Additions to oil and natural gas properties
|
(9,389
|
)
|
(9,533
|
)
|
||||
Acquisition of oil and natural gas properties
|
—
|
(3,209
|
)
|
|||||
Additions to other property and equipment
|
(318
|
)
|
(25
|
)
|
||||
Net Cash Used In Investing Activities
|
(9,707
|
)
|
(12,767
|
)
|
||||
Cash Flows From Financing Activities:
|
||||||||
Debt issuance costs
|
(52
|
)
|
(267
|
)
|
||||
Proceeds from revolving credit facility
|
2,000
|
—
|
||||||
Repayment under revolving credit facility
|
(5,500
|
)
|
(2,000
|
)
|
||||
Payment of common unit dividends
|
(3,717
|
)
|
(5,334
|
)
|
||||
Purchase of common units under long-term incentive plan
|
—
|
(194
|
)
|
|||||
Net Cash Used In Financing Activities
|
(7,269
|
)
|
(7,795
|
)
|
||||
Net Increase in Cash and Cash Equivalents
|
217
|
1,788
|
||||||
Cash and Cash Equivalents, Beginning of Period
|
1,660
|
3,726
|
||||||
Cash and Cash Equivalents, End of Period
|
$
|
1,877
|
$
|
5,514
|
Three Months Ended December 31,
|
||||||||
2020
|
2019
|
|||||||
Supplemental Disclosure of Cash Flow Information
|
||||||||
Cash Paid For:
|
||||||||
Interest
|
$
|
850
|
$
|
1,238
|
||||
Non-cash Investing and Financing Activities:
|
||||||||
Changes in capital expenditures in accounts payable and accrued liabilities
|
$
|
(680
|
)
|
$
|
10,564
|
|||
Common unit dividends incurred but not paid
|
$
|
84
|
$
|
47
|
||||
Asset retirement obligations
|
$
|
17
|
$
|
844
|
||||
Preferred unit dividends paid in kind
|
$
|
904
|
$
|
851
|
||||
Preferred unit dividends
|
$
|
917
|
$
|
864
|
1. |
Nature of Business
|
2. |
Basis of Presentation
|
3. |
Summary of Significant Accounting Policies
|
December 31,
2020
|
September 30,
2020
|
|||||||
($ in thousands)
|
||||||||
Oil, natural gas and NGL sales
|
$
|
8,906
|
$
|
6,919
|
||||
Joint interest accounts receivable
|
514
|
1,022
|
||||||
Realized derivative receivable
|
1,101
|
2,187
|
||||||
Other accounts receivable
|
5
|
—
|
||||||
Total accounts receivable
|
$
|
10,526
|
$
|
10,128
|
December 31,
2020
|
September 30,
2020
|
|||||||
($ in thousands)
|
||||||||
Accrued capital expenditures
|
$
|
4,780
|
$
|
2,964
|
||||
Accrued lease operating expenses
|
2,430
|
1,617
|
||||||
Accrued ad valorem tax
|
907
|
680
|
||||||
Accrued general and administrative costs
|
1,617
|
2,125
|
||||||
Accrued interest expense
|
31
|
63
|
||||||
Accrued dividends on preferred units
|
917
|
903
|
||||||
Accrued dividends on common units
|
123
|
95
|
||||||
Other accrued expenditures
|
268
|
299
|
||||||
Total accrued liabilities
|
$
|
11,073
|
$
|
8,746
|
December 31,
2020
|
September 30,
2020
|
|||||||
($ in thousands)
|
||||||||
ARO, beginning balance
|
$
|
2,326
|
$
|
1,203
|
||||
Liabilities incurred
|
17
|
68
|
||||||
Liabilities acquired
|
—
|
1,161
|
||||||
Revision of estimated obligations
|
—
|
(45
|
)
|
|||||
Liability settlements and disposals
|
—
|
(131
|
)
|
|||||
Accretion
|
21
|
70
|
||||||
ARO, ending balance
|
2,364
|
2,326
|
||||||
Less: current ARO
|
(152
|
)
|
(58
|
)
|
||||
ARO, long-term
|
$
|
2,212
|
$
|
2,268
|
Three Months Ended December 31,
|
||||||||
2020
|
2019
|
|||||||
($ in thousands)
|
||||||||
Operating revenues:
|
||||||||
Oil
|
$
|
22,107
|
$
|
28,798
|
||||
Natural gas
|
119
|
(178
|
)
|
|||||
Natural gas liquids
|
188
|
(121
|
)
|
|||||
Total operating revenues
|
$
|
22,414
|
$
|
28,499
|
4. |
Oil and Natural Gas Properties
|
December 31,
2020
|
September 30,
2020
|
|||||||
($ in thousands)
|
||||||||
Proved
|
$
|
344,990
|
$
|
326,420
|
||||
Unproved
|
30,783
|
32,084
|
||||||
Work-in-progress
|
6,526
|
15,398
|
||||||
382,299
|
373,902
|
|||||||
Accumulated depletion and amortization
|
(69,067
|
)
|
(63,176
|
)
|
||||
Total oil and natural gas properties, net
|
$
|
313,232
|
$
|
310,726
|
5. |
Other Non-Current Assets
|
December 31,
2020
|
September 30,
2020
|
|||||||
($ in thousands)
|
||||||||
Debt issuance costs, net
|
$
|
1,764
|
$
|
1,867
|
||||
Prepayments to outside operators
|
188
|
284
|
||||||
Other deposits
|
82
|
98
|
||||||
Total other non-current assets
|
$
|
2,034
|
$
|
2,249
|
6. |
Derivative Instruments
|
|
• |
Fixed Price Swaps – the Company receives a fixed price for the contract and pays a floating market price to the counterparty over a specified period for a contracted volume.
|
|
• |
Costless collars – the combination of a put option (fixed floor) and call option (fixed ceiling), with the options structured so that the premium paid to purchase the put option is offset by the premium received from the sale of the call
option. If the market price exceeds the call strike price or falls below the put strike price, we receive the fixed price and pay the market price. If the market price is between the put and the call strike price, no payments are due from
either party.
|
|
• |
Basis Protection Swaps – Basis swaps are settled based on differences between a fixed price differential and the differential between the settlement prices of two referenced indexes. We receive the fixed price differential and pay the
differential between the referenced indexes.
|
Weighted Average Price
|
||||||||||||||||||
Calendar Quarter
|
Notional Volume
|
Fixed
|
Put
|
Call
|
||||||||||||||
(Bbl)
|
($ per Bbl)
|
|||||||||||||||||
Crude Oil Swaps
|
||||||||||||||||||
Q1 2021
|
442,253
|
$
|
52.30
|
$
|
—
|
$
|
—
|
|||||||||||
Q2 2021
|
517,768
|
$
|
51.17
|
$
|
—
|
$
|
—
|
|||||||||||
Q3 2021
|
534,278
|
$
|
50.99
|
$
|
—
|
$
|
—
|
|||||||||||
Q4 2021
|
528,116
|
$
|
51.06
|
$
|
—
|
$
|
—
|
|||||||||||
2022
|
360,000
|
$
|
45.25
|
$
|
—
|
$
|
—
|
|||||||||||
Natural Gas Swaps
|
||||||||||||||||||
Q1 2021
|
450,000
|
$
|
2.97
|
$
|
—
|
$
|
—
|
|||||||||||
Q2 2021
|
450,000
|
$
|
2.97
|
$
|
—
|
$
|
—
|
|||||||||||
Q3 2021
|
450,000
|
$
|
2.97
|
$
|
—
|
$
|
—
|
|||||||||||
Q4 2021
|
450,000
|
$
|
2.97
|
$
|
—
|
$
|
—
|
|||||||||||
Crude Oil Collars
|
||||||||||||||||||
2022
|
360,000
|
$
|
—
|
$
|
35.00
|
$
|
42.63
|
|||||||||||
Crude Oil Basis
|
||||||||||||||||||
Q1 2021
|
435,000
|
$
|
0.40
|
$
|
—
|
$
|
—
|
|||||||||||
Q2 2021
|
435,000
|
$
|
0.40
|
$
|
—
|
$
|
—
|
|||||||||||
Q3 2021
|
435,000
|
$
|
0.40
|
$
|
—
|
$
|
—
|
|||||||||||
Q4 2021
|
435,000
|
$
|
0.40
|
$
|
—
|
$
|
—
|
December 31, 2020
|
||||||||||||
Balance Sheet Classification
|
Gross Fair Value
|
Amounts Netted
|
Net Fair Value
|
|||||||||
($ in thousands)
|
||||||||||||
Current derivative assets
|
$
|
9,419
|
$
|
(3,338
|
)
|
$
|
6,081
|
|||||
Non-current derivative assets
|
—
|
—
|
—
|
|||||||||
Current derivative liabilities
|
(3,610
|
)
|
3,338
|
(272
|
)
|
|||||||
Non-current derivative liabilities
|
(2,970
|
)
|
—
|
(2,970
|
)
|
|||||||
Total
|
$
|
2,839
|
$
|
—
|
$
|
2,839
|
September 30, 2020
|
||||||||||||
Balance Sheet Classification
|
Gross Fair Value
|
Amounts Netted
|
Net Fair Value
|
|||||||||
($ in thousands)
|
||||||||||||
Current derivative assets
|
$
|
19,690
|
$
|
(871
|
)
|
$
|
18,819
|
|||||
Non-current derivative assets
|
4,651
|
(1,549
|
)
|
3,102
|
||||||||
Current derivative liabilities
|
(871
|
)
|
871
|
—
|
||||||||
Non-current derivative liabilities
|
(1,549
|
)
|
1,549
|
—
|
||||||||
Total
|
$
|
21,921
|
$
|
—
|
$
|
21,921
|
Three Months Ended December 31,
|
||||||||
2020
|
2019
|
|||||||
($ in thousands)
|
||||||||
Fair value of net asset, beginning of period
|
$
|
21,921
|
$
|
14,959
|
||||
Loss on derivatives
|
(13,909
|
)
|
(18,035
|
)
|
||||
Settlements on derivatives
|
(5,173
|
)
|
(556
|
)
|
||||
Fair value of net asset (liability), end of period
|
$
|
2,839
|
$
|
(3,632
|
)
|
7. |
Fair Value Measurements
|
December 31, 2020
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
($ in thousands)
|
||||||||||||||||
Financial assets:
|
||||||||||||||||
Commodity derivative assets
|
$
|
—
|
$
|
9,419
|
$
|
—
|
$
|
9,419
|
||||||||
Financial liabilities:
|
||||||||||||||||
Commodity derivative liabilities
|
$
|
—
|
$
|
(5,963
|
)
|
$
|
—
|
$
|
(5,963
|
)
|
||||||
Interest rate liabilities
|
$
|
—
|
$
|
(617
|
)
|
$
|
—
|
$
|
(617
|
)
|
September 30, 2020
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
($ in thousands)
|
||||||||||||||||
Financial assets:
|
||||||||||||||||
Commodity derivative assets
|
$
|
—
|
$
|
24,341
|
$
|
—
|
$
|
24,341
|
||||||||
Financial liabilities:
|
||||||||||||||||
Commodity derivative liabilities
|
$
|
—
|
$
|
(1,672
|
)
|
$
|
—
|
$
|
(1,672
|
)
|
||||||
Interest rate liabilities
|
$
|
—
|
$
|
(748
|
)
|
$
|
—
|
$
|
(748
|
)
|
8. |
Transactions with Related Parties
|
9. |
Revolving Credit Facility
|
10. |
Members’ Equity
|
11. |
Preferred Units
|
Units
|
Amount
|
|||||||
($ in thousands)
|
||||||||
Balance, September 30, 2020
|
504,168
|
$
|
60,292
|
|||||
Dividends paid in kind
|
7,527
|
904
|
||||||
Balance, December 31, 2020
|
511,695
|
$
|
61,196
|
Units
|
Amount
|
|||||||
($ in thousands)
|
||||||||
Balance, September 30, 2019
|
475,152
|
$
|
56,810
|
|||||
Dividends paid in kind
|
7,094
|
851
|
||||||
Balance, December 31, 2019
|
482,246
|
$
|
57,661
|
12. |
Unit-Based Compensation
|
13. |
Net Income (Loss) Per Unit
|
Three Months Ended December 31,
|
||||||||
2020
|
2019
|
|||||||
Net loss attributable to common unitholders (in thousands) -
Basic and Diluted
|
$
|
(8,858
|
)
|
$
|
(7,705
|
)
|
||
Basic weighted-average common units outstanding
|
1,529,937
|
1,525,791
|
||||||
Effecting of dilutive securities:
|
||||||||
Series A preferred units
|
—
|
—
|
||||||
Restricted units
|
—
|
—
|
||||||
Diluted weighted-average common units outstanding
|
1,529,937
|
1,525,791
|
||||||
Basic net loss per common unit
|
$
|
(5.79
|
)
|
$
|
(5.04
|
)
|
||
Diluted net loss per common unit
|
$
|
(5.79
|
)
|
$
|
(5.04
|
)
|
||
Three Months Ended December 31,
|
||||||||
2020
|
2019
|
|||||||
Series A preferred units
|
511,695
|
482,246
|
||||||
Restricted units
|
34,512
|
14,766
|
14. |
Commitments and Contingencies
|
15. |
Subsequent Events
|