Attached files
| file | filename |
|---|---|
| EX-32.2 - EX-32.2 - EARTHSTONE ENERGY INC | este-ex322_8.htm |
| EX-32.1 - EX-32.1 - EARTHSTONE ENERGY INC | este-ex321_9.htm |
| EX-31.2 - EX-31.2 - EARTHSTONE ENERGY INC | este-ex312_7.htm |
| EX-31.1 - EX-31.1 - EARTHSTONE ENERGY INC | este-ex311_6.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
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☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly Period Ended June 30, 2017
Or
|
☐ |
TRANSITION REPORT PURSUANT TO 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)
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Delaware |
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84-0592823 |
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(State or other jurisdiction |
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(I.R.S Employer |
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of incorporation or organization) |
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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
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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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☐ |
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Accelerated filer |
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☒ |
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Non-accelerated filer |
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☐ (Do not check if a smaller reporting company) |
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Smaller reporting company |
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☐ |
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Emerging growth company |
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☐ |
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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 ☒
As of July 28, 2017, 22,901,449 shares of Class A Common Stock, $0.001 par value per share, and 36,070,828 shares of Class B Common Stock, $0.001 par value per share, were outstanding.
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Page |
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Item 1. |
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3 |
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Condensed Consolidated Balance Sheets as of June 30, 2017 and December 31, 2016 |
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3 |
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4 |
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Condensed Consolidated Statement of Equity for the Six Months Ended June 30, 2017 |
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5 |
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Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2017 and 2016 |
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6 |
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Notes to Unaudited Condensed Consolidated Financial Statements |
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7 |
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Item 2. |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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23 |
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Item 3. |
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35 |
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Item 4. |
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36 |
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Item 1. |
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36 |
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Item 1A. |
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36 |
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Item 2. |
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36 |
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Item 3. |
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36 |
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Item 4. |
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36 |
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Item 5. |
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36 |
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Item 6. |
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36 |
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37 |
2
EARTHSTONE ENERGY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
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June 30, |
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December 31, |
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ASSETS |
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2017 |
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2016 |
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Current assets: |
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Cash |
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$ |
16,671 |
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$ |
10,200 |
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Accounts receivable: |
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Oil, natural gas, and natural gas liquids revenues |
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16,078 |
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13,998 |
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Joint interest billings and other, net of allowance of $163 at both June 30, 2017 and December 31, 2016 |
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9,681 |
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2,698 |
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Derivative asset |
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1,870 |
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— |
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Prepaid expenses and other current assets |
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1,366 |
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446 |
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Total current assets |
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45,666 |
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27,342 |
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Oil and gas properties, successful efforts method: |
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Proved properties |
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626,481 |
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363,072 |
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Unproved properties |
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290,290 |
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51,723 |
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Land |
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4,547 |
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— |
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Total oil and gas properties |
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921,318 |
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414,795 |
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Accumulated depreciation, depletion and amortization |
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(163,043 |
) |
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(145,393 |
) |
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Net oil and gas properties |
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758,275 |
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269,402 |
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Other noncurrent assets: |
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Goodwill |
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17,620 |
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17,620 |
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Office and other equipment, net of accumulated depreciation of $2,340 and $1,600 at June 30, 2017 and December 31 2016, respectively |
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1,321 |
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1,479 |
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Derivative asset |
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190 |
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— |
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Other noncurrent assets |
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1,039 |
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669 |
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TOTAL ASSETS |
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$ |
824,111 |
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$ |
316,512 |
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LIABILITIES AND EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
23,837 |
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$ |
11,927 |
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Revenues and royalties payable |
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11,343 |
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10,769 |
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Accrued expenses |
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13,940 |
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5,392 |
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Derivative liability |
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150 |
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4,595 |
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Advances |
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4,007 |
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4,542 |
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Current portion of long-term debt |
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1,665 |
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1,604 |
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Total current liabilities |
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54,942 |
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38,829 |
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Noncurrent liabilities: |
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Long-term debt |
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71,840 |
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12,693 |
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Asset retirement obligation |
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6,692 |
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6,013 |
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Derivative liability |
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12 |
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1,575 |
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Deferred tax liability |
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16,311 |
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15,776 |
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Other noncurrent liabilities |
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156 |
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169 |
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Total noncurrent liabilities |
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95,011 |
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36,226 |
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Commitments and Contingencies (Note 13) |
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Equity: |
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Preferred stock, $0.001 par value, 20,000,000 shares authorized; none issued or outstanding |
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— |
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— |
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Common stock, $0.001 par value, no shares authorized; none issued or outstanding at June 30, 2017 and 100,000,000 shares authorized; 22,289,177 issued and 22,273,820 outstanding at December 31, 2016 |
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— |
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23 |
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Class A Common stock, $0.001 par value, 200,000,000 shares authorized; 22,906,806 issued and 22,891,449 outstanding at June 30, 2017 and none issue or outstanding at December 31, 2016 |
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23 |
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— |
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Class B Common Stock, $0.0001 par value, 50,000,000 shares authorized; 36,070,828 shares issued and outstanding at June 30, 2017; none issued or outstanding at December 31, 2016 |
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36 |
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— |
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Additional paid-in capital |
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462,098 |
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454,202 |
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Accumulated deficit |
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(228,702 |
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(212,308 |
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Treasury stock, 15,357 shares at both June 30, 2017 and December 31, 2016 |
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(460 |
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(460 |
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Total Earthstone Energy, Inc. equity |
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232,995 |
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241,457 |
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Noncontrolling interest |
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441,163 |
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— |
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Total equity |
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674,158 |
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241,457 |
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TOTAL LIABILITIES AND EQUITY |
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$ |
824,111 |
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$ |
316,512 |
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The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.
3
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share amounts)
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Three Months Ended June 30, |
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Six Months Ended June 30, |
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2017 |
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2016 |
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2017 |
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2016 |
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REVENUES |
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Oil |
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$ |
21,563 |
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$ |
8,097 |
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$ |
34,082 |
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$ |
13,636 |
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Natural gas |
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2,131 |
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1,016 |
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3,825 |
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1,959 |
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Natural gas liquids |
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2,083 |
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664 |
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3,213 |
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992 |
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Total revenues |
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25,777 |
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9,777 |
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41,120 |
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16,587 |
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OPERATING COSTS AND EXPENSES |
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Lease operating expense |
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5,243 |
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3,341 |
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9,582 |
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6,500 |
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Severance taxes |
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1,327 |
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514 |
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2,117 |
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896 |
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Rig idle and termination expense |
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— |
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3,790 |
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— |
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5,059 |
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Impairment expense |
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66,648 |
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— |
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66,648 |
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— |
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Depreciation, depletion and amortization |
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10,039 |
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5,598 |
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17,928 |
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11,103 |
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General and administrative expense |
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5,738 |
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1,990 |
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9,230 |
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4,676 |
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Stock-based compensation |
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1,647 |
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561 |
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2,958 |
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561 |
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Transaction costs |
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3,764 |
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283 |
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4,567 |
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795 |
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Accretion of asset retirement obligation |
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154 |
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133 |
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306 |
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261 |
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Exploration expense |
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1 |
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— |
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1 |
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5 |
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Total operating costs and expenses |
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94,561 |
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16,210 |
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113,337 |
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29,856 |
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Gain on sale of oil and gas properties |
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1,691 |
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— |
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1,691 |
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— |
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Loss from operations |
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(67,093 |
) |
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(6,433 |
) |
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(70,526 |
) |
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(13,269 |
) |
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OTHER INCOME (EXPENSE) |
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Interest expense, net |
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(633 |
) |
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(370 |
) |
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(970 |
) |
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(593 |
) |
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Write-off of deferred financing costs |
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(526 |
) |
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— |
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(526 |
) |
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— |
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Gain (loss) on derivative contracts, net |
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3,340 |
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(4,228 |
) |
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7,800 |
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(3,463 |
) |
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Other income (expense), net |
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31 |
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45 |
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32 |
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(82 |
) |
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Total other income (expense) |
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2,212 |
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(4,553 |
) |
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6,336 |
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(4,138 |
) |
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Loss before income taxes |
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(64,881 |
) |
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(10,986 |
) |
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(64,190 |
) |
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(17,407 |
) |
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Income tax benefit (expense) |
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9,914 |
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(186 |
) |
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9,952 |
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(186 |
) |
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Net loss |
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(54,967 |
) |
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(11,172 |
) |
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(54,238 |
) |
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(17,593 |
) |
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Less: Net loss attributable to noncontrolling interest |
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(37,844 |
) |
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— |
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(37,844 |
) |
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— |
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Net loss attributable to Earthstone Energy, Inc. |
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$ |
(17,123 |
) |
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$ |
(11,172 |
) |
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$ |
(16,394 |
) |
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$ |
(17,593 |
) |
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Net loss per common share attributable to Earthstone Energy, Inc.: |
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Basic and diluted |
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$ |
(0.75 |
) |
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$ |
(0.69 |
) |
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$ |
(0.73 |
) |
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$ |
(1.17 |
) |
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Weighted average common shares outstanding: |
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Basic and diluted |
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22,728,011 |
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16,121,568 |
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22,503,750 |
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14,978,348 |
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The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.
4
CONDENSED CONSOLIDATED STATEMENT OF EQUITY
(In thousands)
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Issued Shares |
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Total Earthstone |
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Class A |
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Class B |
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Class A |
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Class B |
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Additional |
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Energy, Inc. |
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Common Stock |
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Common Stock |
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Common Stock |
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Common Stock |
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Common Stock |
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Common Stock |
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Paid-in Capital |
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Accumulated Deficit |
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Treasury Stock |
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Stockholders' Equity |
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Noncontrolling Interest |
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Total Equity |
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At December 31, 2016 |
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22,289,177 |
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— |
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— |
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$ |
23 |
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|
$ |
— |
|
|
$ |
— |
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$ |
454,202 |
|
|
$ |
(212,308 |
) |
|
$ |
(460 |
) |
|
$ |
241,457 |
|
|
$ |
— |
|
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$ |
241,457 |
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— |
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Stock-based compensation expense |
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— |
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— |
|
|
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— |
|
|
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— |
|
|
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— |
|
|
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— |
|
|
|
2,958 |
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— |
|
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— |
|
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|
2,958 |
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— |
|
|
|
2,958 |
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Vesting of restricted stock units prior to completion of Bold Contribution Agreement |
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|
382,804 |
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— |
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— |
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— |
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— |
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— |
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(1 |
) |
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— |
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— |
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(1 |
) |
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|
|
|
|
(1 |
) |
|
Common stock exchanged in connection with Bold Contribution Agreement |
|
|
(22,656,624 |
) |
|
|
22,656,624 |
|
|
|
— |
|
|
|
(23 |
) |
|
|
23 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Treasury shares converted to Class A Common Stock |
|
|
(15,357 |
) |
|
|
15,357 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Closing of Bold Contribution Agreement |
|
|
— |
|
|
|
150,000 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
12,872 |
|
|
|
— |
|
|
|
|
|
|
|
12,872 |
|
|
|
479,007 |
|
|
|
491,879 |
|
|
Class B Shares sold in connection with Bold Contribution Agreement |
|
|
— |
|
|
|
— |
|
|
|
36,070,828 |
|
|
|
— |
|
|
|
— |
|
|
|
36 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
36 |
|
|
|
— |
|
|
|
36 |
|
|
Deferred tax consequences of Bold Contribution Agreement |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(7,933 |
) |
|
|
— |
|
|
|
— |
|
|
|
(7,933 |
) |
|
|
— |
|
|
|
(7,933 |
) |
|
Vesting of restricted stock units following completion of Bold Contribution Agreement |
|
|
— |
|
|
|
84,825 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(16,394 |
) |
|
|
— |
|
|
|
(16,394 |
) |
|
|
(37,844 |
) |
|
|
(54,238 |
) |
|
At June 30, 2017 |
|
|
— |
|
|
|
22,906,806 |
|
|
|
36,070,828 |
|
|
|
— |
|
|
$ |
23 |
|
|
$ |
36 |
|
|
$ |
462,098 |
|
|
$ |
(228,702 |
) |
|
$ |
(460 |
) |
|
$ |
232,995 |
|
|
$ |
441,163 |
|
|
$ |
674,158 |
|
The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.
5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
|
|
|
For the Six Months Ended June 30, |
|
|||||
|
|
|
2017 |
|
|
2016 |
|
||
|
Cash flows from operating activities: |
|
|
|
|||||
|
Net loss |
|
$ |
(54,238 |
) |
|
$ |
(17,593 |
) |
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |
|
|
|
|
|
|
|
|
|
Impairment of proved and unproved oil and gas properties |
|
|
66,648 |
|
|
|
— |
|
|
Depreciation, depletion and amortization |
|
|
17,928 |
|
|
|
11,103 |
|
|
Accretion of asset retirement obligations |
|
|
306 |
|
|
|
261 |
|
|
Gain on sale of oil and gas properties |
|
|
(1,691 |
) |
|
|
— |
|
|
Rig idle and termination expense |
|
|
— |
|
|
|
5,059 |
|
|
Total (gain) loss on derivative contracts, net |
|
|
(7,800 |
) |
|
|
3,463 |
|
|
Operating portion of net cash (paid) received in settlement of derivative contracts |
|
|
(267 |
) |
|
|
2,797 |
|
|
Stock-based compensation |
|
|
2,958 |
|
|
|
561 |
|
|
Deferred income taxes |
|
|
(9,952 |
) |
|
|
— |
|
|
Write-off of deferred financing costs |
|
|
526 |
|
|
|
— |
|
|
Amortization of deferred financing costs |
|
|
137 |
|
|
|
142 |
|
|
Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
|
Decrease in accounts receivable |
|
|
3,233 |
|
|
|
4,414 |
|
|
Increase in prepaid expenses and other current assets |
|
|
(522 |
) |
|
|
(132 |
) |
|
Decrease in accounts payable and accrued expenses |
|
|
(3,148 |
) |
|
|
(6,634 |
) |
|
Decrease in revenues and royalties payable |
|
|
(1,905 |
) |
|
|
(780 |
) |
|
Decrease in advances |
|
|
(535 |
) |
|
|
(14,792 |
) |
|
Net cash provided by (used in) operating activities |
|
|
11,678 |
|
|
|
(12,131 |
) |
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
Bold Contribution Agreement, net of cash acquired |
|
|
(55,609 |
) |
|
|
— |
|
|
Lynden Arrangement, net of cash acquired |
|
|
— |
|
|
|
(31,334 |
) |
|
Additions to oil and gas properties |
|
|
(10,048 |
) |
|
|
(6,749 |
) |
|
Additions to office and other equipment |
|
|
(103 |
) |
|
|
(44 |
) |
|
Proceeds from sales of oil and gas properties |
|
|
2,416 |
|
|
|
— |
|
|
Net cash used in investing activities |
|
|
(63,344 |
) |
|
|
(38,127 |
) |
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
Proceeds from borrowings |
|
|
70,000 |
|
|
|
36,597 |
|
|
Repayments of borrowings |
|
|
(10,792 |
) |
|
|
(37,788 |
) |
|
Issuance of common stock, net of offering costs of $2.7 million |
|
|
— |
|
|
|
47,125 |
|
|
Deferred financing costs |
|
|
(1,071 |
) |
|
|
(70 |
) |
|
Net cash provided by financing activities |
|
|
58,137 |
|
|
|
45,864 |
|
|
Net increase (decrease) in cash and cash equivalents |
|
|
6,471 |
|
|
|
(4,394 |
) |
|
Cash at beginning of period |
|
|
10,200 |
|
|
|
23,264 |
|
|
Cash at end of period |
|
$ |
16,671 |
|
|
$ |
18,870 |
|
|
Supplemental disclosure of cash flow information |
|
|
|
|
|
|
|
|
|
Cash paid for: |
|
|
|
|
|
|
|
|
|
Interest |
|
$ |
740 |
|
|
$ |
416 |
|
|
Non-cash investing and financing activities: |
|
|
|
|
|
|
|
|
|
Class B Common stock issued in Bold Contribution Agreement |
|
$ |
489,842 |
|
|
$ |
— |
|
|
Class A Common stock issued in Bold Contribution Agreement |
|
$ |
2,037 |
|
|
$ |
— |
|
|
Common stock issued in Lynden Arrangement |
|
$ |
— |
|
|
$ |
45,699 |
|
|
Accrued capital expenditures |
|
$ |
27,054 |
|
|
$ |
5,111 |
|
|
Asset retirement obligations |
|
|||||||