EX-99.1 2 este-ex991_6.htm EX-99.1 este-ex991_6.htm

Exhibit 99.1

 

FOR IMMEDIATE RELEASE

 

Earthstone Energy, Inc. Reports Fourth Quarter and Full Year 2015 Results and Provides Guidance for 2016

 

The Woodlands, Texas, March 11, 2016 – Earthstone Energy, Inc. (NYSE MKT: ESTE) (“Earthstone”, the “Company”, “we” or “us”), today announced financial and operating results for the three and twelve month periods ended December 31, 2015.

 

For the fourth quarter of 2015, Earthstone reported a net loss attributable to common stockholders of $116.5 million, or $8.42 per diluted share, which included a pre-tax non-cash impairment charge of $138.1 million; adjusted net loss, a non-GAAP financial measure, of $2.9 million, or $0.21 per diluted share; and adjusted EBITDAX, a non-GAAP financial measure, of $4.3 million. For the year ended December 31, 2015, the Company reported a net loss attributable to common stockholders of $116.7 million, or $8.43 per diluted share, including a pre-tax, non-cash impairment charge of $138.1 million; adjusted net loss of $3.0 million, or $0.22 per diluted share; and adjusted EBITDAX of $25.9 million.

Fourth Quarter 2015 Results

 

·

Average daily production of 3,872 Boepd, a 40% increase compared to the fourth quarter of 2014(2);

 

·

Revenues of $8.3 million;

 

·

Adjusted EBITDAX of $4.3 million(1);

 

·

Production-related lease operating expenses of $9.38/Boe(2); and

 

·

G&A of $5.95/Boe(2)

Full Year 2015 Results

 

·

Average daily production of 3,936 barrels of oil equivalent per day (“Boepd”), a 63% increase  compared to the full year 2014;

 

·

Revenues of $49.4 million;

 

·

Adjusted EBITDAX of $25.9 million(1);

 

·

Production-related lease operating expenses of $10.12/Boe; and

 

·

G&A of $7.17/Boe ($6.70 excluding G&A items related to acquisitions)

(1) See “Reconciliation of Non-GAAP Financials Measures” section below.

(2) See “Adjustments Related to Litigation” below for the effect of adjustments recognized in the fourth quarter of 2015.

 

 

Drilling and Completions Update

 

Due to continued poor commodity prices, in late January 2016, the Company suspended operated drilling activities for an initial three month period.  If industry conditions do not improve, we may continue to defer drilling activities.  Likewise, we are deferring completions.  At year-end 2015, the


Company had 12 Eagle Ford wells that were waiting on completion, including four wells at our Boggs Unit in Karnes County, Texas, which is further discussed below.  The remaining eight Eagle Ford wells that were waiting on completion are located in three units in Fayette County, Texas.  Two of these units are held-by-production, and the third unit has no significant leases expiring in 2016.  As a result, the Company has no material, near-term obligations to complete these 12 Eagle Ford wells.

 

During the fourth quarter of 2015, the Company drilled its four-well Eagle Ford Boggs Unit in Karnes County, Texas (350 gross acres; 33% working interest).  We currently anticipate completing these wells in the second half of 2016.  One well has a lateral length of approximately 7,200 feet and will be completed with 32 stages, and three wells have lateral lengths of approximately 6,500 feet and will be completed with 30 stages.  Completion costs are expected to be less than $100,000 per stage.  In addition, the Company recently drilled its South Green Upper Austin Chalk well in Fayette County, Texas.  The Upper Austin Chalk is naturally fractured and does not require fracture stimulation.  This well is situated within a 1,475 gross acre unit in which the Company has a 47% working interest.  The well was recently brought online at a rate of approximately 475 Boepd (95% oil).  This producing unit will hold all mineral rights through the Eagle Ford in the unit for future development.

 

Selected Financial Data

 

($000s except where noted)

Three Months Ended
December 31,

 

Years Ended
December 31,

 

2015

 

2014

 

2015

 

2014

Total Revenue

8,258

 

12,108

 

49,390

 

47,994

Net Loss(1)

(116,513)

 

(37,318)

 

(116,655)

 

(28,834)

Earnings Per Share (Diluted)

(8.42)

 

(3.83)

 

(8.43)

 

(3.11)

Adjusted Net Loss(2)

(2,919)

 

1,171

 

(3,004)

 

6,160

Adjusted Earnings Per Share (Diluted)(2)

(0.21)

 

0.12

 

(0.22)

 

0.63

Adjusted EBITDAX(2)

4,335

 

7,336

 

25,890

 

28,455

 

 

 

 

 

 

 

 

Production(3):

 

 

 

 

 

 

 

Oil (MBbls)

233

 

141

 

904

 

403

Gas (MMcf)

471

 

487

 

2,143

 

2,132

NGL (MBbls)

45

 

32

 

176

 

124

Total (MBOE)

356

 

254

 

1,437

 

882

Total Daily Production (Boepd)

3,872

 

2,760

 

3,936

 

2,416

 

 

 

 

 

 

 

 

Average prices(3):

 

 

 

 

 

 

 

Including realized derivatives settlements:

 

 

 

 

 

 

Oil ($/Bbl)

46.48

 

78.25

 

50.76

 

88.77

Gas ($/Mcf)

2.11

 

4.26

 

2.68

 

4.29

NGL ($/Bbl)

9.85

 

20.97

 

12.29

 

28.29

Total ($/BOE)

34.41

 

54.21

 

37.43

 

54.87

Excluding realized derivatives settlements:

 

 

 

 

 

 

Oil ($/Bbl)

37.34

 

67.05

 

44.09

 

86.29

Gas ($/Mcf)

2.11

 

3.91

 

2.55

 

4.39

NGL ($/Bbl)

9.85

 

20.97

 

12.29

 

28.29

Total ($/BOE)

28.44

 

47.33

 

33.04

 

53.99


 

(1)

The net loss in 2015 includes $138.1 million of impairment expenses resulting from significant commodity price declines. The net loss in 2014 includes $22.1 million of deferred income tax expense resulting from the strategic combination of Earthstone and Oak Valley Resources, LLC, and $19.4 million of impairment expense, both of which are non-cash charges.  Please see our annual report on Form 10-K for the years ended December 31, 2015 and 2014 for further information.

(2)

See “Reconciliation of Non-GAAP Financials Measures” section below.

(3)

See Adjustments Related to Litigation below. To appropriately reflect operations, production and average prices presented in the above table for the fourth quarter of 2015 exclude the effects of adjustments related to accruals recorded in prior periods.

 

Adjustments Related to Litigation

 

In connection with certain continuing litigation, the Company in February 2016 received a legal opinion from its litigation counsel, after consultation with the opposing party’s legal counsel, generally advising that accepting “non-consent status” for nine non-operated gas wells, located in La Salle County, Texas, would result in the sole remedy for collection of alleged, but contested, sums due to the operator, which totaled approximately $9.2 million.  These wells were drilled in 2014 and placed on production in the first half of 2015.  In accordance with generally accepted accounting principles (“GAAP”), the Company recorded or accrued liabilities associated with well costs and also with estimated production and associated revenues and operating expenses in prior periods.  These amounts were all reversed in the fourth quarter of 2015. The reduction to accrued liabilities, production volumes, revenues and operating expenses were approximately as follows:

 

1.

Accrued liabilities of $9.2 million;

 

2.

104 MBoe (12% oil, 59% natural gas, 29% natural gas liquids)

 

3.

Revenues of $1.9 million; and

 

4.

Operating expenses of $0.9 million

 

2015 Year-End Proved Reserves

 

The Company’s estimated proved reserves at year-end 2015, which were prepared in accordance with Securities and Exchange Commission (“SEC”) guidelines by the independent reservoir engineering firm of Cawley, Gillespie & Associates, Inc., were approximately 12.6 million barrels of oil equivalent (“MMBoe”), 69% of which were proved developed and 74% of which were oil.

 

SEC rules require that calculations of economically recoverable reserves use the unweighted average price on the first day of the month for the prior twelve month period.  The resulting oil and natural gas prices used for the Company’s 2015 year-end reserve report, prior to adjusting for quality and basis differentials, were $50.28 per barrel and $2.59 per MMBtu, respectively.  A comparison of the SEC benchmark prices and adjusted prices used at December 31, 2015 and 2014 is provided in the following table.

 

 

December 31, 2015

 

December 31, 2014

 

SEC

SEC Adjusted for Differentials

 

SEC

SEC Adjusted for Differentials

Oil ($/Barrel)

50.28

44.97

 

94.99

89.84

Natural Gas ($/MMBtu)

2.59

2.77

 

4.31

4.22

 


Based on such prices, the Company’s estimated proved reserves by category as of December 31, 2015, are provided in the following table.

 

Reserve Category

Oil
(MBbls)

Gas
(MMcf)

NGL
(MBbls)

Total
(MBoe)

PV-10
($m)

Proved Developed

6,114

10,954

674

8,614

94,585

Proved Undeveloped

3,247

2,384

317

3,961

9,811

Total

9,361

13,338

991

12,575

104,396

 

Note: PV-10 is a non-GAAP financial measure. See “Reconciliation of Non-GAAP Financial Measures.”

 

Our drilling and completion activities in 2015 were focused on capturing as much acreage as reasonably possible and minimizing near-term lease expirations in order to preserve acreage and upside for future development. Accordingly, most of our drilling efforts, both in the Upper Austin Chalk and in the Eagle Ford were directed towards locations that were classified as proved undeveloped at the beginning of 2015. Many of these locations had near-term lease expirations.  In addition to capturing acreage, these locations, which were in close proximity to existing production, provided low cost, ready access to existing gathering lines and certain other operating economies, such as multiple units being drilled from common pads.  As a result of drilling and acquisitions in 2015, we replaced approximately 180% of our production.

 

Impairments

 

The Company follows the successful efforts method of accounting for its oil and gas properties. Pursuant to GAAP, the Company is required to recognize a non-cash impairment expense when events and circumstances indicate that the recorded carrying value of properties may not be fully recoverable. Generally, under GAAP, an impairment of producing properties is indicated when the pre-tax future net undiscounted cash flows are less than the net book value at the end of the period being measured. If the net capitalized cost exceeds undiscounted future cash flows, the cost of the property is written down to “fair value”, which can be determined using differing methodologies, including market metrics, or expected future cash flows using prices and costs consistent with those used in the marketplace or for internal decision making, and using discount rates commensurate with the risks involved. Different pricing assumptions or discount rates could result in different calculated impairments. Impairments of significant undeveloped properties are recorded when capitalized costs exceed “fair value”. Factors considered in the impairment of unproved properties, include but are not limited to, remaining lease term, drilling results, reservoir performance, seismic interpretation, or future plans to develop acreage. Goodwill represents the excess of the purchase price over the estimated fair value of the assets acquired net of the fair value of liabilities assumed in an acquisition. GAAP requires that intangible assets with indefinite lives, including goodwill, be evaluated on an annual basis for impairment.  Each component of an impairment calculation is subject to a large degree of judgment, including the determination of estimated economically recoverable reserves, estimated future net cash flows, and fair value.

 

During the year ended December 31, 2015, the Company recognized non-cash impairment expense of $138.1 million, including $94.0 million related to its proved properties, $42.6 million related to its unproved properties, and $1.5 million related to goodwill.

 

Hedging Update

 

In January 2016, the Company entered into hedge transactions associated with its natural gas production.  Swaps covering 770,000 MMBtu from February 2016 through December 2016 were


executed at $2.530/MMBtu, and swaps covering 480,000 MMBtu from January 2017 through December 2017 were executed at $2.785/MMBtu.

 

In March 2016, the Company entered into hedge transactions associated with its oil production.  Swaps covering 10,000 barrel per month from April 2016 through March 2017 were executed at $42.30 per barrel.

 

Lynden Energy Corp. – Transaction Update

 

As previously announced on December 17, 2015, the Company entered into a definitive agreement whereby the Company will acquire Lynden Energy Corp. (TSX Venture: LVL.V; OTC Pink: LVLEF) (“Lynden”) in an all-stock transaction (the “Transaction”).  At closing, Earthstone will issue approximately 3.7 million shares of its common stock to Lynden stockholders, which will represent approximately 21% of Earthstone’s outstanding common stock following the closing.  A meeting of Lynden stockholders is expected to occur in the second quarter of 2016 whereby Lynden stockholders will vote on the transaction, with closing expected shortly thereafter.  The following table is Earthstone’s estimates of Lynden’s proved reserves as of December 31, 2015, prepared in accordance with SEC guidelines.  These reserves do not include any proved horizontal potential.

 

Reserve Category

Oil
(MBbls)

Gas
(MMcf)

NGL
(MBbls

Total
(MBoe)

PV-10
($m)

Proved Developed

2,297

5,360

957

4,147

36,768

Proved Undeveloped

531

1,751

312

1,135

4,701

Total

2,828

7,111

1,269

5,282

41,469

 

Note: PV-10 is a non-GAAP financial measure. See “Reconciliation of Non-GAAP Financial Measures.”

 

Preliminary Guidance

 

The following preliminary guidance is subject to significant and material changes.  For purposes of this preliminary guidance, we have assumed that the Lynden acquisition closes at the end of April 2016, and, therefore, the values and metrics provided below include estimated contributions from Lynden’s assets for the period of May 2016 through December 2016.  It is currently the intent of management to keep capital expenditures within operating cash flow.  Management intends to adjust these estimates as required as we move through closing of the Lynden transaction and 2016.

 

Capital Expenditures

$ millions
(Net)

Number of
Gross Wells Spudded

Number of
Gross Wells On Line

Drilling and Completion:

 

 

 

Operated Eagle Ford

5.0

0

4

Non-Operated Bakken

7.0

10

35

Non-Operated Midland Basin – Horizontal

3.2

1

1

Non-Operated Midland Basin – Vertical

1.0

1

1

Non-Operated Mitchell Ranch

1.8

4

4

Land

2.5

 

 

Total

20.5

16

45

 


Production (Boepd)

4,800 – 5,200

% Oil

63%

% Gas

24%

% NGL

13%

 

 

Operating Costs ($/Boe)

 

Lease Operating and Workover

10.00 – 11.00

Production Taxes

1.50 – 2.00

Cash G&A

4.00 – 4.50

 

Note: Guidance is forward-looking information that is subject to a number of risks and uncertainties, many of which are beyond the Company’s control. See “Forward-Looking Statements” section below.

 

Management Comments

 

Frank A. Lodzinski, President and Chief Executive Officer of Earthstone Energy, Inc., commented, “During 2015 we accomplished our goals. These included (i) securing a meaningful and accretive corporate acquisition which also facilitates our entry into the Permian Basin; (ii) lowering our cost structure related to capital expenditures, operating costs, and G&A; and (iii) converting a large portion of our acreage to HBP status while improving our lease expiration profile to minimize near-term lease expirations. In our operated Eagle Ford area, we preserved upside opportunity associated with the Eagle Ford, Upper Eagle Ford, Austin Chalk, and potentially other formations for the future. At year end, approximately 60% of our operated acreage is held–by-production (“HBP”) and only about 2,400 net acres could expire in 2016. In the Williston Basin, nearly all of our acreage is HBP and held for future Bakken and Three Forks development. Accordingly, we are well positioned to suspend drilling and defer completion activities and continue to deal with this low price environment. We will limit capital expenditures to remain within operating cash flows. Our 12 well frac inventory provides us an opportunity to rapidly and significantly ramp up production, pending price increases, while reactivating our drilling programs.  We continue to focus on optimizing our cost structure and field operations while remaining active in pursuing corporate and asset acquisitions with current production and upside that can perform in a low price environment.  Our deal with Lynden is such a transaction that brings additional production with reasonable operating costs as well as de-risked upside potential in the premier Midland Basin.  Much of the Lynden leasehold is also HBP and capital expenditures are largely discretionary.  As 2016 progresses, we expect to close our pending acquisition and pursue additional acquisitions.”

 

Conference Call Details

 

Earthstone is hosting a conference call on Monday, March 14, 2016 at 10:00 a.m. EST to discuss its fourth quarter and full year 2015 results and current operations.  Investors and analysts are invited to participate in the call by dialing 877-407-8035 for domestic calls or 201-689-8035 for international calls, in both cases asking for the Earthstone conference call.

 

A replay of the call will be available on the Company’s website and by telephone until 11:59 p.m. Eastern (10:59 p.m. Central), Monday, March 14, 2016.  The number for the replay is 877-660-6853 for domestic calls or 201-612-7415 for international calls, using Conference ID: 13632424.

 

About Earthstone Energy, Inc.

 

Earthstone Energy, Inc. is a growth-oriented independent oil and gas exploration and production company engaged in the development and acquisition of oil and gas reserves through an active and diversified program that includes the acquisition, drilling and development of undeveloped leases, asset and corporate acquisitions and exploration activities, with its current primary assets located in the


Eagle Ford trend of south Texas and in the Williston Basin of North Dakota. Earthstone is traded on NYSE MKT under the symbol ESTE. Information on Earthstone can be found at www.earthstoneenergy.com. Our corporate headquarters is located in The Woodlands, Texas. We also have an operating office in Denver, Colorado.

 

Forward-Looking Statements

 

This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements that are not strictly historical statements constitute forward-looking statements and may often, but not always, be identified by the use of such words such as “expects,” “believes,” “intends,” “anticipates,” “plans,” “estimates,” “potential,” “possible,” or “probable” or statements that certain actions, events or results “may,” “will,” “should,” or “could” be taken, occur or be achieved. The forward-looking statements include statements about future operations, expansion of production and development acreage, increased cash flow, earnings and assets and access to capital. Forward-looking statements are based on current expectations and assumptions and analyses made by Earthstone and its management in light of experience and perception of historical trends, current conditions and expected future developments, as well as other factors appropriate under the circumstances. However, whether actual results and developments will conform to expectations is subject to a number of material risks and uncertainties, including but not limited to: the risks of the oil and gas industry (for example, the recent rapid, significant decline in oil prices and operational risks in exploring for, developing and producing crude oil and natural gas; risks and uncertainties involving geology of oil and gas deposits); the uncertainty of reserve estimates; the uncertainty of estimates and projections relating to future oil and gas prices, production, costs and expenses; potential delays or changes in plans with respect to exploration or development projects or capital expenditures; health, safety and environmental risks and risks related to weather; inability of management to execute its plans to meet its goals; unavailability of gathering systems, pipelines and processing facilities; and the possibility that government policies may change. Earthstone’s annual report on Form 10-K for the year ended December 31, 2015, recent current reports on Form 8-K, and other SEC filings discuss some of the important risk factors identified that may affect Earthstone’s business, results of operations, and financial condition. Earthstone undertakes no obligation to revise or update publicly any forward-looking statements except as required by law.

 

Additional Information About the Proposed Transaction

 

This release does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of a vote or proxy. The proposed Transaction anticipates that the sale of Earthstone shares will be exempt from registration under the Securities Act, pursuant to Section 3(a)(10) of the Securities Act. Consequently, the Earthstone shares will not be registered under the Securities Act or any state securities laws.

 

In connection with the Transaction, Earthstone and Lynden have filed with the SEC a preliminary joint information statement/circular and will file a definitive joint information statement/circular and other relevant documents to be mailed by Lynden and Earthstone to their respective security holders in connection with the proposed Transaction. The joint information statement/circular will also be filed with the Canadian securities regulators. WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE JOINT INFORMATION STATEMENT/ CIRCULAR AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION about Earthstone, LYNDEN and the proposed transaction. Investors and security holders will be able to obtain these materials (when they are available) and other documents filed with the SEC and the Canadian securities regulators free of charge at the SEC's website, www.sec.gov and at the System for Electronic Document Analysis and


Retrieval (SEDAR) at www.sedar.com. In addition, a copy of the joint information statement/circular (when it becomes available) may be obtained free of charge from Earthstone's website at www.earthstoneenergy.com, or from Lynden's website at www.lyndenenergy.com. Investors and security holders may also read and copy any reports, statements and other information filed by Lynden or Earthstone, with the SEC, at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC's website for further information on its public reference room. In addition, the documents filed with the SEC by Earthstone can be obtained free of charge from Earthstone's website at www.earthstoneenergy.com or by contacting Earthstone by mail at 1400 Woodloch Forest Drive, Suite 300, The Woodlands, TX, 77380, or by telephone at (281) 298-4246. The documents filed with the SEC by Lynden can be obtained free of charge from Lynden's website at www.lyndenenergy.com or by contacting Lynden by mail at 595 Burrard Street, Suite 2900, Vancouver, British Columbia, V7X 1J5, or by telephone at (604) 629-2991.

 

Pending Acquisition of Lynden Energy Corp. - Participants in the Solicitation

 

Earthstone, Lynden and their respective directors, executive officers and certain other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed Transaction.  Information regarding Earthstone’s directors and executive officers is available in its proxy statement filed with the SEC by Earthstone on September 21, 2015 in connection with its 2015 annual meeting of stockholders, and information regarding Lynden’s directors and executive officers is available in its management proxy circular filed by Lynden with the SEC on October 21, 2015 in connection with its annual meeting of stockholders. This release shall not constitute an offer to sell or the solicitation of any offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

 

Contact:

Neil K. Cohen

Vice President, Finance, and Treasurer

Earthstone Energy, Inc.

1400 Woodloch Forest Drive, Suite 300

The Woodlands, TX 77380

281-298-4246


EARTHSTONE ENERGY, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)

 

 

 

December 31,

 

ASSETS

 

2015

 

 

2014

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

23,264

 

 

$

100,447

 

Accounts receivable:

 

 

 

 

 

 

 

 

Oil, natural gas, and natural gas liquids revenues

 

 

13,529

 

 

 

14,016

 

Joint interest billings and other

 

 

4,924

 

 

 

9,417

 

Current derivative assets

 

 

3,694

 

 

 

3,569

 

Prepaid expenses and other current assets

 

 

498

 

 

 

1,578

 

Total current assets

 

 

45,909

 

 

 

129,027

 

 

 

 

 

 

 

 

 

 

Oil and gas properties, successful efforts method:

 

 

 

 

 

 

 

 

Proved properties

 

 

283,644

 

 

 

317,006

 

Unproved properties

 

 

34,609

 

 

 

76,791

 

Total oil and gas properties

 

 

318,253

 

 

 

393,797

 

 

 

 

 

 

 

 

 

 

Accumulated depreciation, depletion, and amortization

 

 

(119,920

)

 

 

(97,920

)

Net oil and gas properties

 

 

198,333

 

 

 

295,877

 

 

 

 

 

 

 

 

 

 

Other noncurrent assets:

 

 

 

 

 

 

 

 

Goodwill

 

 

17,532

 

 

 

22,992

 

Office and other equipment, less accumulated depreciation of $1,028 in 2015 and $474 in

   2014

 

 

1,934

 

 

 

2,109

 

Land

 

 

 

 

 

101

 

Other noncurrent assets

 

 

1,236

 

 

 

1,282

 

TOTAL ASSETS

 

$

264,944

 

 

$

451,388

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$

11,580

 

 

$

28,753

 

Accrued expenses

 

 

12,975

 

 

 

20,529

 

Revenues and royalties payable

 

 

8,576

 

 

 

17,364

 

Advances

 

 

15,447

 

 

 

21,398

 

Asset retirement obligations

 

 

 

 

 

408

 

Total current liabilities

 

 

48,578

 

 

 

88,452

 

 

 

 

 

 

 

 

 

 

Noncurrent liabilities:

 

 

 

 

 

 

 

 

Long-term debt

 

 

11,191

 

 

 

11,191

 

Asset retirement obligations

 

 

5,075

 

 

 

5,670

 

Deferred tax liability

 

 

 

 

 

29,258

 

Other noncurrent liabilities

 

 

227

 

 

 

289

 

Total noncurrent liabilities

 

 

16,493

 

 

 

46,408

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

 

65,071

 

 

 

134,860

 

 

 

 

 

 

 

 

 

 

Commitments and Contingencies (Note 12)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity:

 

 

 

 

 

 

 

 

Preferred stock, $0.001 par value, 20,000,000 shares authorized; none issued

   or outstanding

 

 

 

 

 

 

Common stock, $0.001 par value, 100,000,000 shares authorized; 13,835,128 shares issued

   and outstanding in 2015 and 2014

 

 

14

 

 

 

14

 

Additional paid-in capital

 

 

358,086

 

 

 

358,086

 

Accumulated deficit

 

 

(157,767

)

 

 

(41,112

)

Treasury stock, 15,357 shares in 2015 and 2014

 

 

(460

)

 

 

(460

)

Total equity

 

 

199,873

 

 

 

316,528

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND EQUITY

 

$

264,944

 

 

$

451,388

 

 


EARTHSTONE ENERGY, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share amounts)

 

 

 

Years Ended December 31,

 

 

 

2015

 

 

2014

 

 

2013

 

REVENUES

 

 

 

 

 

 

 

 

 

 

 

 

Oil, natural gas, and natural gas liquids revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Oil

 

$

39,849

 

 

$

34,734

 

 

$

16,038

 

Natural gas

 

 

5,457

 

 

 

9,367

 

 

 

9,714

 

Natural gas liquids

 

 

2,158

 

 

 

3,510

 

 

 

3,882

 

Total oil, natural gas, and natural gas liquids revenues

 

 

47,464

 

 

 

47,611

 

 

 

29,634

 

Gathering income

 

 

309

 

 

 

383

 

 

 

430

 

Gain (loss) on sale of oil and gas properties

 

 

1,617

 

 

 

 

 

 

(121

)

Total revenues

 

 

49,390

 

 

 

47,994

 

 

 

29,943

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING COSTS AND EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

Production costs:

 

 

 

 

 

 

 

 

 

 

 

 

Lease operating expense

 

 

15,409

 

 

 

10,122

 

 

 

8,426

 

Severance taxes

 

 

2,582

 

 

 

2,002

 

 

 

1,225

 

Re-engineering and workovers

 

 

872

 

 

 

708

 

 

 

342

 

Impairment expense

 

 

138,086

 

 

 

19,359

 

 

 

12,298

 

Depreciation, depletion, and amortization

 

 

31,228

 

 

 

18,414

 

 

 

17,111

 

Exploration expense

 

 

142

 

 

 

111

 

 

 

2,490

 

General and administrative expense

 

 

10,300

 

 

 

7,864

 

 

 

7,751

 

Total operating costs and expenses

 

 

198,619

 

 

 

58,580

 

 

 

49,643

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

(149,229

)

 

 

(10,586

)

 

 

(19,700

)

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSE)

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

(722

)

 

 

(597

)

 

 

(487

)

Net gain on derivative contracts

 

 

6,431

 

 

 

4,392

 

 

 

296

 

Other income, net

 

 

423

 

 

 

62

 

 

 

16

 

Total other income (expense)

 

 

6,132

 

 

 

3,857

 

 

 

(175

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss before income taxes

 

 

(143,097

)

 

 

(6,729

)

 

 

(19,875

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax (benefit) expense

 

 

(26,442

)

 

 

22,105

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(116,655

)

 

$

(28,834

)

 

$

(19,875

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per common share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(8.43

)

 

$

(3.11

)

 

$

(2.18

)

Diluted

 

$

(8.43

)

 

$

(3.11

)

 

$

(2.18

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

13,835,128

 

 

 

9,279,324

 

 

 

9,124,452

 

Diluted

 

 

13,835,128

 

 

 

9,279,324

 

 

 

9,124,452

 

 


EARTHSTONE ENERGY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands) 

 

 

 

Years Ended December 31,

 

 

 

2015

 

 

2014

 

 

2013

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(116,655

)

 

$

(28,834

)

 

$

(19,875

)

Adjustments to reconcile net loss to net cash provided by operating

   activities:

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation, depletion, and amortization

 

 

31,228

 

 

 

18,414

 

 

 

17,111

 

Impairment of proved and unproved oil and gas properties

 

 

136,539

 

 

 

19,359

 

 

 

12,298

 

Impairment of goodwill

 

 

1,547

 

 

 

 

 

 

 

Unrealized (gain) loss on derivative contracts

 

 

(125

)

 

 

(3,614

)

 

 

45

 

Dry hole costs

 

 

 

 

 

 

 

 

2,096

 

(Gain) loss on sales of oil and gas properties

 

 

(1,617

)

 

 

 

 

 

121

 

Accretion of asset retirement obligations

 

 

550

 

 

 

317

 

 

 

217

 

Deferred income taxes

 

 

(26,533

)

 

 

22,105

 

 

 

 

Amortization of deferred financing costs

 

 

264

 

 

 

164

 

 

 

103

 

Settlement of asset retirement obligations

 

 

(108

)

 

 

(56

)

 

 

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Decrease (increase)in accounts receivable

 

 

9,246

 

 

 

(5,305

)

 

 

(12,141

)

Decrease (increase) in prepaid expenses and other

 

 

779

 

 

 

(194

)

 

 

(81

)

(Decrease) increase in accounts payable and accrued expenses

 

 

(30,887

)

 

 

28,408

 

 

 

2,171

 

(Decrease) increase in revenue and royalties payable

 

 

(8,739

)

 

 

7,099

 

 

 

9,698

 

(Decrease) increase in advances

 

 

(5,929

)

 

 

17,925

 

 

 

3,520

 

Net cash (used in) provided by operating activities

 

 

(10,440

)

 

 

75,788

 

 

 

15,283

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

Acquisitions of oil and gas property

 

 

(8,706

)

 

 

(18,772

)

 

 

(86,687

)

Additions to oil and gas property and equipment

 

 

(61,060

)

 

 

(83,041

)

 

 

(31,162

)

Additions to other property and equipment

 

 

(378

)

 

 

(1,385

)

 

 

(678

)

Reverse acquisition with Oak Valley, net of cash

 

 

 

 

 

(4,239

)

 

 

 

Insurance proceeds

 

 

 

 

 

 

 

 

923

 

Proceeds from sales of oil and gas properties

 

 

3,441

 

 

 

 

 

 

488

 

Proceeds from sale of land

 

 

101

 

 

 

 

 

 

 

Net cash used in investing activities

 

 

(66,602

)

 

 

(107,437

)

 

 

(117,116

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of long-term debt

 

 

 

 

 

11,191

 

 

 

 

Reduction of long-term debt

 

 

 

 

 

(10,825

)

 

 

 

Deferred financing costs

 

 

(141

)

 

 

(613

)

 

 

(425

)

Contributions, net of issuance costs

 

 

 

 

 

106,920

 

 

 

107,530

 

Net cash (used in) provided by financing activities

 

 

(141

)

 

 

106,673

 

 

 

107,105

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (decrease) increase in cash and cash equivalents

 

 

(77,183

)

 

 

75,024

 

 

 

5,272

 

Cash and cash equivalents at beginning of period

 

 

100,447

 

 

 

25,423

 

 

 

20,151

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents at end of period

 

$

23,264

 

 

$

100,447

 

 

$

25,423

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid for:

 

 

 

 

 

 

 

 

 

 

 

 

Interest

 

$

415

 

 

$

493

 

 

$

375

 

Taxes

 

$

 

 

$

 

 

$

 

Non-cash investing and financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

Asset retirement obligations

 

$

150

 

 

$

237

 

 

$

1,033

 

Acquisitions of oil and gas properties

 

$

1,991

 

 

$

 

 

$

 

Stock issued for 2014 Eagle Ford Acquisition Properties

 

$

 

 

$

56,425

 

 

$

 

 


Earthstone Energy, Inc.
Reconciliation of GAAP to Non-GAAP Financial Measures
Unaudited

Non-GAAP Financial Measures

The non-GAAP financial measures of Adjusted Net Income, Adjusted EBITDAX and PV-10, as calculated by us below, are intended to provide readers with meaningful information that supplements our financial statements prepared in accordance with GAAP. These disclosures may not be comparable to similarly titled measures used by other companies. Further, these non-GAAP measures should only be considered in conjunction with financial statements and disclosures prepared in accordance with GAAP and should not be considered in isolation or as a substitute for GAAP measures, such as net income or loss, operating income or loss, standardized measure of discounted future net cash flows or any other GAAP measure of financial position or results of operations.

 

I. Adjusted Net Income

Adjusted net income is a non-GAAP financial measure we use to evaluate performance, prior to non-cash gains and losses after applying adjusted income tax expense.  Non-cash gains and losses include unsettled and unrealized gains and losses on derivative contracts, accretion and impairment expense. We believe adjusted net income helps investors compare our results with other oil and natural gas companies. During the year ended December 31, 2015, we changed the methodology for calculating adjusted income tax expense. As such, the prior periods’ adjusted income tax expense has been modified for comparability.

The following presents a reconciliation of income (loss) before income taxes to adjusted net income (loss):

 

($000s except where noted)

Three Months Ended
December 31,

 

Years Ended
December 31,

In thousands except for per share data

   (unaudited)

2015

 

2014

 

2015

 

2014

Income (loss) before income taxes

(142,886)

 

(15,213)

 

(143,097)

 

(6,729)

Plus (minus):

 

 

 

 

 

 

 

Accretion

125

 

88

 

550

 

317

Impairment expense

138,086

 

19,359

 

138,086

 

19,359

Unrealized (gain) loss on derivative contracts

219

 

(2,460)

 

(125)

 

(3,614)

Subtotal

(4,456)

 

1,774

 

(4,586)

 

9,333

Adjusted income tax expense (1)

1,537

 

(603)

 

1,582

 

(3,173)

Adjusted net income

(2,919)

 

1,171

 

(3,004)

 

6,160

 

 

 

 

 

 

 

 

Adjusted earnings per share:

 

 

 

 

 

 

 

Basic and diluted

(0.21)

 

0.12

 

(0.22)

 

0.63

Shares outstanding – basic and diluted

 

 

 

 

 

 

 

Basic

13,835

 

9,739

 

13,835

 

9,729

 

 

(1)

Adjusted income tax expense is calculated by applying tax rates of 34.5% for the three and twelve months ended December 31, 2015, respectively, and 34% for the three and twelve months ended December 31, 2014, respectively.  Calculations for 2015 reflect the Company's effective tax rate. Calculations for 2014 reflect the federal statutory tax rate of 34%.


II. Adjusted EBITDAX

 

Adjusted EBITDAX is used as a supplemental financial measure by our management and by external users of our financial statements, such as investors, commercial banks and others, to assess our operating performance compared to that of other companies in our industry, without regard to financing methods, capital structure or historical costs basis.  It is also used to assess our ability to incur and service debt and fund capital expenditures.  We define “Adjusted EBITDAX” as net income (loss) plus (1) (gain) loss on sale of assets; (2) accretion; (3) impairment expense; (4) depletion, depreciation, and amortization; (5) exploration expense; (6) interest expense; (7) interest income; (8) unrealized (gain) loss on derivatives; and (9) income tax expense (benefit).

 

Our Adjusted EBITDAX should not be considered an alternative to net income (loss), operating income (loss), cash flow provided by (used in) operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP.  Our Adjusted EBITDAX may not be comparable to similarly titled measures of another company because all companies may not calculate Adjusted EBITDAX in the same manner.

 

The following table provides a reconciliation of net income to Adjusted EBITDAX for the periods indicated:

 

($000s)

Three Months Ended
December 31,

 

Years Ended
December 31,

 

2015

 

2014

 

2015

 

2014

Net (loss)

(116,511)

 

(37,318)

 

(116,655)

 

(28,834)

Loss on sale of assets

50

 

 

(1,617)

 

Accretion

125

 

88

 

550

 

317

Impairment expense

138,086

 

19,359

 

138,086

 

19,359

Depletion, depreciation, and amortization

8,523

 

5,383

 

31,228

 

18,414

Exploration expense

 

28

 

142

 

111

Interest expense

229

 

160

 

776

 

606

Interest income

(13)

 

(9)

 

(53)

 

(9)

Unrealized (gain) loss on
derivative contracts

219

 

(2,460)

 

(125)

 

(3,614)

Income tax expense (benefit)

(26,373)

 

22,105

 

(26,442)

 

22,105

Adjusted EBITDAX

4,335

 

7,336

 

25,890

 

28,455

 

III. PV-10

 

PV-10 is derived from the Standardized Measure of discounted future net cash flows, which is the most directly comparable GAAP financial measure.  PV-10 is a computation of the Standardized Measure on a pre-tax basis.  PV-10 is equal to the Standardized Measure at the applicable date, before deducting future income taxes, discounted at 10%.  We believe that the presentation of PV-10 is relevant and useful to investors because it presents the discounted future net cash flows attributable to our estimated net proved reserves prior to taking into account future corporate income taxes, and it is a useful measure for evaluating the relative monetary significance of our oil and natural gas properties.  Further, investors may utilize the measure as a basis for comparison of the relative size and value of our reserves to other companies.  We use this measure when assessing the potential return on investment related to our oil and natural gas properties.  PV-10, however, is not a substitute for the Standardized Measure.  Our PV-10 measure and the Standardized Measure do not purport to present the fair value of our oil and natural gas reserves.


The following table provides a reconciliation of PV-10 of the Company’s proved properties to the Standardized Measure (in thousands):

 

 

Year Ended
December 31, 2015

 

2015

Present value of estimated future net revenues (PV-10)

104,396

Future income taxes, discounted at 10%

Standardized measure of discounted future net revenues

104,396

 

The following table provides a reconciliation of PV-10 of Lynden’s proved properties, as estimated by Earthstone, to the Standardized Measure (in thousands):

 

 

Year Ended
December 31, 2015

 

2015

Present value of estimated future net revenues (PV-10)

41,469

Future income taxes, discounted at 10%

Standardized measure of discounted future net revenues

41,469

 

Note: Lynden’s future income taxes, discounted at 10%, are not available at this time.