Attached files

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EX-99.1 - EX-99.1 - EARTHSTONE ENERGY INCeste-ex991_32.htm
EX-31.4 - EX-31.4 - EARTHSTONE ENERGY INCeste-ex314_8.htm
EX-31.3 - EX-31.3 - EARTHSTONE ENERGY INCeste-ex313_9.htm
EX-23.1 - EX-23.1 - EARTHSTONE ENERGY INCeste-ex231_35.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A

(Amendment No. 1)

 

(Mark One)

ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2016

Or

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 001-35049  

 

EARTHSTONE ENERGY, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

84-0592823

(State or other jurisdiction

of incorporation or organization)

 

(I.R.S. Employer

Identification No.)

1400 Woodloch Forest Drive, Suite 300

The Woodlands, Texas 77380

(Address of principal executive offices)

Registrant’s telephone number, including area code:  (281) 298-4246

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Name of each exchange on which registered

Common Stock, $0.001 par value per share

 

NYSE MKT

Securities registered under Section 12(g) of the Act:  

None

 

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

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to post such filed). Yes No 

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):

 

Large accelerated filer

 

  

Accelerated filer

 

 

 

 

 

Non-accelerated filer

 

  (Do not check if a smaller reporting company)

  

Smaller reporting company

 

Emerging growth Company

 

 

 

 

 

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

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

The aggregate market value of voting and non-voting common equity held by non-affiliates computed by reference to the price of $10.78 per share at which the common equity was last sold, as of the last business day of the registrant’s most recently completed second fiscal quarter was approximately $133,417,225.

As of March 9, 2017 22,273,820 shares of the registrant’s common stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

 

 

 


 

EXPLANATORY NOTE

 

 

This Amendment No. 1 (this “Amended Filing”) on Form 10-K/A amends the Annual Report on Form 10-K of Earthstone Energy, Inc. (the “Company”) for the year ended December 31, 2016, originally filed with the Securities and Exchange Commission (the “SEC”) on March 15, 2017 (the “Original Filing”). This Amended Filing is being filed solely to amend the report of Cawley, Gillespie & Associates, Inc. (“CGA”), independent petroleum engineers, dated December 31, 2016, included as Exhibit 99.1 to the Original Filing and to amend the consent of CGA included as Exhibit 23.1.

 

Except as described as above, no changes have been made to the Original Filing. The Original Filing continues to speak as of the date of the Original Filing, and the Company has not updated the disclosures contained therein to reflect any events that have occurred as of a date subsequent to the date of the Original Filing. Accordingly, this Amended Filing should be read in conjunction with the Original Filing and the Company’s filings made with the SEC subsequent to the filing of the Original Filing. The filing of this Amended Filing is not an admission that the Original Filing, when filed, included any untrue statement of a material fact or omitted to state a material fact necessary to make a statement not misleading.

 

We are including currently dated certifications by our Principal Executive Officer and Principal Financial Officer as Exhibits 31.3 and 31.4 under Section 302 of the Sarbanes-Oxley Act of 2002, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Because no financial statements have been included in this Amended Filing and because this Amended Filing does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K under the Exchange Act, paragraphs 3, 4 and 5 of these certifications have been omitted. Additionally, we are not including updated certifications under Section 906 of the Sarbanes-Oxley Act of 2002, as there are no financial statements included in the Amended Filing.

 

 


 

PART IV

Item 15.  Exhibits, Financial Statements and Schedules

 

 

 

 

 

Incorporated by Reference

 

 

 

 

Exhibit

No.

 

Description

 

Form

 

SEC File No.

 

Exhibit

 

Filing Date

 

Filed

Herewith

 

Furnished

Herewith

2.1

 

Arrangement Agreement, dated December 16, 2015, among Earthstone Energy, Inc., 1058286 B.C. Ltd. and Lynden Energy Corp.

 

8-K

 

001-35049

 

2.1

 

December 17, 2015

 

 

 

 

2.1(a)

 

First Amendment to Arrangement Agreement dated March 29, 2016, among Earthstone Energy, Inc., 1058286 B.C. Ltd. And Lynden Energy Corp.

 

8-K

 

001-35049

 

2.1

 

March 29, 2016

 

 

 

 

2.2

 

Contribution Agreement dated November 7, 2016, by and among Earthstone Energy, Inc., Earthstone Energy Holdings, LLC, Lynden USA Inc., Lynden USA Operating, LLC, Bold Energy Holdings, LLC and Bold Energy III LLC.

 

8-K

 

001-35049

 

2.1

 

November 8, 2016

 

 

 

 

3.1

 

Amended and Restated Certificate of Incorporation of Earthstone Energy, Inc. dated February 26, 2010.

 

8-K

 

001-35049

 

3(i)

 

March 3, 2010

 

 

 

 

3.1(a)

 

Certificate of Amendment to Certificate of Incorporation of Earthstone Energy, Inc. dated December 20, 2010.

 

8-K

 

001-35049

 

3(i)

 

January 4, 2011

 

 

 

 

3.1(b)

 

Certificate of Amendment of Certificate of Incorporation of Earthstone Energy, Inc. dated December 19, 2014.

 

8-K

 

001-35049

 

3.1

 

December 29, 2014

 

 

 

 

3.1(c)

 

Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Earthstone Energy, Inc. dated October 22, 2015.

 

8-K

 

001-35049

 

3.1

 

October 26, 2015

 

 

 

 

3.2

 

Amended and Restated Bylaws of Earthstone Energy, Inc. dated February 26, 2010.

 

8-K

 

001-35049

 

3(ii)

 

March 10, 2010

 

 

 

 

3.2(a)

 

First Amendment to the Amended and Restated Bylaws of Earthstone Energy, Inc. dated November 22, 2011.

 

8-K

 

001-35049

 

3(ii)c

 

November 23, 2011

 

 

 

 

3.2(b)

 

Second Amendment to the Amended and Restated Bylaws of Earthstone Energy, Inc. dated October 22, 2015.

 

8-K

 

001-35049

 

3.2

 

October 26, 2015

 

 

 

 

4.1

 

Rights Agreement dated February 4, 2009 between Earthstone Energy, Inc. and Corporate Stock Transfer, Inc.

 

8-K

 

001-35049

 

4.1

 

February 5, 2009

 

 

 

 

4.1(a)

 

First Amendment to the Rights Agreement dated May 15, 2014, by and among Earthstone Energy, Inc., Corporate Stock Transfer, Inc., and Direct Transfer LLC.

 

8-A/A

 

001-35049

 

4.1

 

May 16, 2014

 

 

 

 

4.1(b)

 

Second Amendment to the Rights Agreement dated May 15, 2014 between Earthstone Energy, Inc. and Direct Transfer LLC.

 

8-A/A

 

001-35049

 

4.2

 

May 16, 2014

 

 

 

 

 


 

4.1(c)

 

Third Amendment to the Rights Agreement dated October 16, 2014 between Earthstone Energy, Inc. and Direct Transfer LLC.

 

8-A/A

 

001-35049

 

4.1

 

October 20, 2014

 

 

 

 

4.2

 

Specimen Common Stock Certificate of Earthstone Energy, Inc.

 

10-K

 

001-35049

 

4.2

 

June 16, 2011

 

 

 

 

10.1

 

Credit Agreement dated December 19, 2014, by and among Earthstone Energy, Inc., Oak Valley Operating, LLC, EF Non-OP, LLC, Sabine River Energy, LLC, Basic Petroleum Services, Inc., BOKF, NA dba Bank of Texas, and the Lenders party thereto.

 

8-K

 

001-35049

 

10.4

 

December 29, 2014

 

 

 

 

10.1(a)

 

First Amendment to the Credit Agreement dated December 19, 2014, by and among Earthstone Energy, Inc., Oak Valley Operating, LLC, EF Non-OP, LLC, Sabine River Energy, LLC, Basic Petroleum Services, Inc., BOKF, NA dba Bank of Texas, and the Lenders party thereto.

 

8-K

 

001-35049

 

10.1

 

December 4, 2015

 

 

 

 

10.1(b)

 

Second Amendment to the Credit Agreement dated May 18, 2016, by and among Earthstone Energy, Inc., Earthstone Operating, LLC, EF Non-OP, LLC, Sabine River Energy, LLC, Basic Petroleum Services, Inc., Lynden Energy Corp., Lynden USA, Inc., BOKF, NA dba Bank of Texas, and the Lenders party thereto.

 

8-K

 

001-35049

 

10.1

 

May 18, 2016

 

 

 

 

10.1( c)

 

Third Amendment and Limited Waiver to the Credit Agreement dated July 27, 2016, by and among Earthstone Energy, Inc., Earthstone Operating, LLC, EF Non-OP, LLC, Sabine River Energy, LLC, Basic Petroleum Services, Inc., Lynden Energy Corp., Lynden USA, Inc., BOKF, NA dba Bank of Texas, and the Lenders party thereto.

 

8-K

 

001-35049

 

10.1

 

July 27, 2016

 

 

 

 

10.2

 

Exchange Agreement dated May 15, 2014 between Earthstone Energy, Inc. and Oak Valley Resources, LLC.

 

8-K

 

001-35049

 

10.1

 

May 16, 2014

 

 

 

 

10.2(a)

 

Amendment to the Exchange Agreement dated September 26, 2014 between Earthstone Energy, Inc. and Oak Valley Resources, LLC.

 

8-K

 

001-35049

 

10.1

 

October 2, 2014

 

 

 

 

10.3

 

Contribution Agreement dated October 16, 2014, among Earthstone Energy, Inc., Oak Valley Resources, LLC, Sabine River Energy, LLC, Oak Valley Operating, LLC, Parallel Resource Partners, LLC, and Flatonia Energy, LLC.

 

8-K

 

001-35049

 

10.1

 

October 20, 2014

 

 

 

 

 


 

10.3(a)

 

First Amendment to Contribution Agreement dated June 4, 2015, by and among Earthstone Energy, Inc., Oak Valley Resources, LLC, Sabine River Energy, LLC, Earthstone Operating, LLC, Parallel Resources Partners, LLC, and Flatonia Energy, LLC.

 

8-K

 

001-35049

 

10.1

 

June 10, 2015

 

 

 

 

10.4

 

Registration Rights Agreement dated December 19, 2014 between Earthstone Energy, Inc. and Oak Valley Resources, LLC.

 

8-K

 

001-35049

 

10.1

 

December 29, 2014

 

 

 

 

10.5

 

Registration Rights Agreement dated December 19, 2014, by and among Earthstone Energy, Inc., Parallel Resource Partners, LLC, Flatonia Energy, LLC, and Oak Valley Resources, LLC.

 

8-K

 

001-35049

 

10.2

 

December 29, 2014

 

 

 

 

10.6†

 

Earthstone Energy, Inc. Employee Severance Compensation Plan.

 

8-K

 

001-35049

 

10.2

 

May 16, 2014

 

 

 

 

10.7†

 

Earthstone Energy, Inc. 2014 Long-Term Incentive Plan.

 

8-K

 

001-35049

 

10.3

 

December 29, 2014

 

 

 

 

10.7(a)†

 

First Amendment to the Earthstone Energy, Inc. 2014 Long-Term Incentive Plan dated October 22, 2015.

 

8-K

 

001-35049

 

10.1

 

October 26, 2015

 

 

 

 

10.8

 

Form of Indemnification Agreement.

 

8-K

 

001-35049

 

10.5

 

December 29, 2014

 

 

 

 

10.9†

 

Earthstone Energy, Inc. 2011 Equity Incentive Compensation Plan.

 

Def. Proxy Statement

 

001-35049

 

Appendix A

 

July 29, 2011

 

 

 

 

10.10†

 

Earthstone Energy, Inc. Performance Bonus Plan.

 

10-K/A

 

001-35049

 

10.3

 

October 9, 2009

 

 

 

 

10.11

 

Form of Voting Support Agreement

 

8-K

 

001-35049

 

10.1

 

December 17, 2015

 

 

 

 

10.12†

 

Form of Restricted Stock Unit Agreement (Executive Management)

 

8-K

 

001-35049

 

10.1

 

June 1, 2016

 

 

 

 

10.13†

 

Form of Restricted Stock Unit Agreement (Employee)

 

8-K

 

001-35049

 

10.2

 

June 1, 2016

 

 

 

 

10.14†

 

Form of Restricted Stock Unit Agreement (Non-Employee Director)

 

8-K

 

001-35049

 

10.3

 

June 1, 2016

 

 

 

 

10.15

 

Voting and Support Agreement

 

8-K

 

001-35049

 

10.1

 

November 8, 2016

 

 

 

 

14

 

Code of Business Conduct and Ethics.

 

10-KSB/A

 

001-35049

 

14.1

 

May 11, 2005

 

 

 

 

21.1

 

List of Subsidiaries.

 

10-K

 

001-35049

 

21.1

 

March 15, 2017

 

 

 

 

23.1

 

Consent of Cawley, Gillespie & Associates, Inc.

 

 

 

 

 

 

 

 

 

X

 

 

23.2

 

Consent of Grant Thornton LLP

 

10-K

 

001-35049

 

23.2

 

March 15, 2017

 

 

 

 

23.3

 

Consent of Weaver and Tidwell, L.L.P.

 

10-K

 

001-35049

 

23.3

 

March 15, 2017

 

 

 

 

31.1

 

Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act.

 

10-K

 

001-35049

 

31.1

 

March 15, 2017

 

 

 

 

31.2

 

Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act.

 

10-K

 

001-35049

 

31.2

 

March 15, 2017

 

 

 

 

31.3

 

Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act.

 

 

 

 

 

 

 

 

 

X

 

 

31.4

 

Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act.

 

 

 

 

 

 

 

 

 

X

 

 

 


 

32.1

 

Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act.

 

10-K

 

001-35049

 

32.1

 

March 15, 2017

 

 

 

 

32.2

 

Certification of the Chief Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act.

 

10-K

 

001-35049

 

32.2

 

March 15, 2017

 

 

 

 

99.1

 

Report of Cawley, Gillespie & Associates, Inc.

 

 

 

 

 

 

 

 

 

X

 

 

101.INS

 

XBRL Instance Document.

 

10-K

 

001-35049

 

101.INS

 

March 15, 2017

 

 

 

 

101.SCH

 

XBRL Schema Document.

 

10-K

 

001-35049

 

101.SCH

 

March 15, 2017

 

 

 

 

101.CAL

 

XBRL Calculation Linkbase Document.

 

10-K

 

001-35049

 

101.CAL

 

March 15, 2017

 

 

 

 

101.DEF

 

XBRL Definition Linkbase Document.

 

10-K

 

001-35049

 

101.DEF

 

March 15, 2017

 

 

 

 

101.LAB

 

XBRL Label Linkbase Document.

 

10-K

 

001-35049

 

101.LAB

 

March 15, 2017

 

 

 

 

101.PRE

 

XBRL Presentation Linkbase Document.

 

10-K

 

001-35049

 

101.PRE

 

March 15, 2017

 

 

 

 

 

 

Indicates management contract or compensatory plan or arrangement.

 

 


 

SIGNATURES

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

 

 

 

EARTHSTONE ENERGY, INC.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

 

/s/ Frank A. Lodzinski

 

 

 

Name:

 

Frank A. Lodzinski

 

Date: July 31, 2017

 

Title:

 

President and Chief Executive Officer

(Principal Executive Officer)