UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: August 13, 2015
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
Delaware |
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001-35049 |
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84-0592823 |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
1400 Woodloch Forest Drive, Suite 300
The Woodlands, Texas 77380
(Address of principal executive offices) (Zip Code)
(281) 298-4246
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02 Results of Operations and Financial Condition.
On August 13, 2015, Earthstone Energy, Inc. (the “Registrant”) issued a press release announcing its financial results for the quarter ended June 30, 2015. A copy of the press release is furnished herewith as Exhibit 99.1.
The information in this Current Report on Form 8-K furnished pursuant to Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section, and they shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is furnished with this Current Report on Form 8-K:
Exhibit No. |
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Description |
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99.1 |
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Press Release dated August 13, 2015. |
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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EARTHSTONE ENERGY, INC. |
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Date: August 17, 2015 |
By: |
/s/ G. Bret Wonson |
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G. Bret Wonson |
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Chief Accounting Officer |
Exhibit No. |
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Description |
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99.1 |
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Press Release dated August 13, 2015. |
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Exhibit 99.1
FOR IMMEDIATE RELEASE
Earthstone Energy, Inc. Reports Second Quarter 2015 Financial Results
Quarterly Production of 4,517 Boepd
The Woodlands, Texas, August 13, 2015 – Earthstone Energy, Inc. (NYSE MKT: ESTE) (“Earthstone” or the “Company”), today announced financial results for the three month period ended June 30, 2015.
Second Quarter 2015 Highlights
· |
Average daily production of 4,517 Boepd, a 17% increase from the first quarter of 2015 and a 94% increase from the second quarter of 2014 |
· |
Total revenue of $16.7 million, which excludes any effects from hedges |
· |
Reduced LOE and G&A on a per-unit basis of 18% and 19%, respectively, compared to the first quarter of 2015 |
· |
Adjusted EBITDAX(1) of $8.7 million |
· |
Acquired 970 gross acres for Eagle Ford development and two Austin Chalk wells in southern Gonzales County. Completed the acquisition of 404 offsetting gross acres in Karnes County. These positions will provide for a total of 17 gross Eagle Ford wells, with drilling expected to begin in the fourth quarter of 2015 and continued development in 2016 |
· |
Acquired additional acreage in existing Bakken/Three Forks producing units in McKenzie County, North Dakota, for $1.4 million |
· |
Divested North Louisiana properties for $3.5 million |
(1)See “Reconciliation of Non-GAAP Financials Measures” section below.
Selected Financial and Operational Data
The below tables provide selected financial and operational data for the three months ended June 30, 2015, March 31, 2015, and June 30, 2014.
Three Months Ended |
|||
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June 30, 2015 |
March 31, 2015 |
June 30, 2014 |
Total Revenue |
16,733 |
11,320 |
12,145 |
Realized Hedge Settlements Gain (Loss) |
943 |
1,494 |
(549) |
Adjusted Revenue (including realized hedge settlements) |
17,676 |
12,814 |
11,596 |
Net (Loss) Income |
(748) |
(1,114) |
1,530 |
(Loss) Earnings Per Share (Diluted) |
(0.05) |
(0.08) |
0.17 |
Adjusted EBITDAX(1) |
8,660 |
5,359 |
6,866 |
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Production: |
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|
|
Oil (MBbls) |
230 |
208 |
86 |
Gas (MMcf) |
739 |
558 |
566 |
NGL (MBbls) |
58 |
45 |
31 |
Total (MBOE) |
411 |
346 |
211 |
Total daily production (BOEPD) |
4,517 |
3,849 |
2,325 |
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Average prices: |
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Oil ($/Bbl) |
52.94 |
43.44 |
99.08 |
Gas ($/Mcf) |
2.68 |
2.74 |
4.58 |
NGL ($/Bbl) |
14.01 |
14.85 |
30.50 |
Total ($/Boe) |
36.39 |
32.45 |
57.00 |
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Adjusted for realized derivatives settlements: |
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Oil ($/Bbl) |
57.04 |
49.29 |
94.41 |
Gas ($/Mcf) |
2.68 |
3.24 |
4.32 |
NGL ($/Bbl) |
14.01 |
14.85 |
30.50 |
Total ($/Boe) |
38.69 |
36.76 |
54.00 |
(1) |
See “Reconciliation of Non-GAAP Financials Measures” section below. |
Acquisitions and Divestitures
In June 2015, the Company acquired a 50% operated interest in two gross Austin Chalk wells which hold approximately 970 gross acres in Gonzales County, Texas. The acreage, acquired for Eagle Ford development, is 100% held-by-production, with current gross production of approximately 44 barrels of oil equivalent per day (100% oil). The property was acquired from an unaffiliated party and purchased jointly with a private company that will participate in development with a 50% non-operated interest. The newly acquired acreage is adjacent to our existing 404 gross acres located in Karnes County, Texas, and will allow for 13 gross Eagle Ford wells to be drilled with an average lateral length of approximately 6,000 feet. These two properties straddle the Gonzales-Karnes County line. Pending certain acreage trades, the Karnes County acreage (in which we have a 33% operated working interest) will allow for four gross wells with an average lateral length of approximately 6,900 feet. We intend to develop both areas using 500 foot spacing between wells. Current plans include drilling two gross wells on each property in the fourth quarter of 2015, with continued development in 2016.
In June 2015, the Company acquired additional acreage in existing Bakken/Three Forks producing units primarily located in the Banks Field of McKenzie County, North Dakota, for $1.4 million. The acquisition included 164 net acres which will allow us to increase our working interest in 41 producing wells and 21 wells that are drilling or in the process of completing.
In April 2015, the Company divested all of its properties located in North Louisiana for $3.5 million. The sale included 25 producing wells that were primarily located in DeSoto and Caddo Parishes.
Management Comments
Frank A. Lodzinski, President and Chief Executive Officer of Earthstone Energy, Inc., commented, “While commodity prices remain challenging we have benefited from a significant reduction in drilling and completion costs. In particular, completion costs are down 35% to 40%. These savings have resulted in our field level economics remaining competitive. Our strong operating and cost control capabilities and ability to consistently drill within budget are positive factors in this industry downturn. We are also focused on reducing operating and G&A costs on a per unit basis. Our operating and G&A costs decreased approximately 18% and 19%, respectively, between the first quarter and second quarter of 2015. Our cost improvements have allowed us to expand our activity with only a slight increase in our capital budget, resulting in continued growth into 2016. In the absence of protracted prices at current levels or further price declines, it is our intent to continue to run one rig consistently across existing and newly acquired acreage. We intend to continue to maintain our existing acreage in Fayette and Gonzales Counties and preserve future development potential in the Eagle Ford and other zones through economic drilling. In addition to expanding our acreage position, we are actively pursuing meaningful and attractive corporate M&A and asset acquisition opportunities. While relatively small, our acquisition and divestiture activities in the second quarter illustrate our direction, and we are working to expand such activities. We have sold certain assets with limited current production and future upside and redeployed proceeds into assets with current production and greater upside. Finally, we have experienced these significant price downturns before and are confident that we will continue our growth and acquire additional assets at attractive prices.”
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, purchases of reserves, 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 and Montana. Earthstone is traded on NYSE MKT under the symbol “ESTE.” Our corporate headquarters is located in The Woodlands, Texas. Additional information on Earthstone can be found at www.earthstoneenergy.com.
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, 2014, quarterly reports on Form 10-Q, recent current reports on Form 8-K, and other Securities and Exchange Commission 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.
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
(Unaudited)
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June 30, |
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December 31, |
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ASSETS |
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2015 |
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2014 |
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Current assets: |
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(In thousands, except share amounts) |
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Cash and cash equivalents |
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$ |
44,870 |
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$ |
100,447 |
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Accounts receivable: |
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Oil, natural gas, and natural gas liquids revenues |
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15,010 |
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14,016 |
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Joint interest billings and other |
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3,903 |
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9,417 |
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Prepaid expenses and other current assets |
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1,176 |
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1,578 |
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Current derivative assets |
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600 |
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3,569 |
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Total current assets |
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65,559 |
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129,027 |
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Oil and gas properties, successful efforts method: |
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Proved properties |
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349,589 |
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317,006 |
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Unproved properties |
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81,704 |
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76,791 |
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Total oil and gas properties |
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431,293 |
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393,797 |
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Accumulated depreciation, depletion, and amortization |
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(103,551 |
) |
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(97,920 |
) |
Net oil and gas properties |
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|
327,742 |
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|
295,877 |
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Other noncurrent assets: |
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|
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Goodwill |
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22,992 |
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|
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22,992 |
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Office and other equipment, less accumulated depreciation of $733 and $474 at June 30, 2015 and December 31, 2014 |
|
|
2,130 |
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|
|
2,109 |
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Land |
|
|
101 |
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|
|
101 |
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Other noncurrent assets |
|
|
1,252 |
|
|
|
1,282 |
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TOTAL ASSETS |
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$ |
419,776 |
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$ |
451,388 |
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LIABILITIES AND EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
21,806 |
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$ |
28,753 |
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Accrued expenses |
|
|
9,120 |
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|
20,529 |
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Revenues and royalties payable |
|
|
14,421 |
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|
|
17,364 |
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Advances |
|
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13,810 |
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|
|
21,398 |
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Asset retirement obligations |
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|
350 |
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|
408 |
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Current derivative liability |
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15 |
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|
— |
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Total current liabilities |
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59,522 |
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|
88,452 |
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Noncurrent liabilities: |
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Long-term debt |
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11,191 |
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11,191 |
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Asset retirement obligations |
|
|
5,653 |
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|
|
5,670 |
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Deferred tax liability |
|
|
28,387 |
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|
|
29,258 |
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Noncurrent derivative liabilities |
|
|
97 |
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|
|
— |
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Other noncurrent liabilities |
|
|
260 |
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|
|
289 |
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Total noncurrent liabilities |
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45,588 |
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|
46,408 |
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Total liabilities |
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105,110 |
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|
134,860 |
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Commitments and Contingencies (Note 10) |
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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, 100,000,000 shares authorized; 13,835,128 shares issued and outstanding at June 30, 2015 and December 31, 2014 |
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14 |
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14 |
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Additional paid-in capital |
|
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358,086 |
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|
358,086 |
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Accumulated deficit |
|
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(42,974 |
) |
|
|
(41,112 |
) |
Treasury stock, 15,414 shares at June 30, 2015 and December 31, 2014 |
|
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(460 |
) |
|
|
(460 |
) |
Total equity |
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314,666 |
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|
316,528 |
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TOTAL LIABILITIES AND EQUITY |
|
$ |
419,776 |
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$ |
451,388 |
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CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
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Three months ended June 30, |
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Six months ended June 30, |
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2015 |
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2014 |
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2015 |
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2014 |
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REVENUES |
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(In thousands, except share and per share amounts) |
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Oil, natural gas, and natural gas liquids revenues: |
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|
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Oil |
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$ |
12,163 |
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$ |
8,508 |
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$ |
21,201 |
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$ |
16,376 |
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Natural gas |
|
|
1,982 |
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|
|
2,593 |
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|
|
3,512 |
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|
|
5,346 |
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Natural gas liquids |
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|
813 |
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|
|
958 |
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|
|
1,487 |
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|
|
1,914 |
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Total oil, natural gas, and natural gas liquids revenues |
|
|
14,958 |
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|
|
12,059 |
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|
|
26,200 |
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|
|
23,636 |
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Gathering income |
|
|
95 |
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|
|
86 |
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|
|
173 |
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|
|
195 |
|
Gain on sales of oil and gas properties, net |
|
|
1,680 |
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|
|
— |
|
|
|
1,680 |
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|
|
— |
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Total revenues |
|
|
16,733 |
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|
|
12,145 |
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|
|
28,053 |
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|
|
23,831 |
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OPERATING COSTS AND EXPENSES |
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Production costs: |
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|
|
|
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Lease operating expense |
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4,239 |
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2,376 |
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8,613 |
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|
|
4,674 |
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Severance taxes |
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|
746 |
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|
|
509 |
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|
|
1,376 |
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|
|
998 |
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Re-engineering and workovers |
|
|
167 |
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|
|
121 |
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|
|
286 |
|
|
|
319 |
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Exploration expense |
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|
142 |
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|
|
— |
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|
|
142 |
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|
|
— |
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Depreciation, depletion, and amortization |
|
|
8,674 |
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|
|
4,383 |
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|
|
14,598 |
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|
|
7,763 |
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General and administrative expense |
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|
2,484 |
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|
|
1,802 |
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|
|
5,055 |
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|
|
3,214 |
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Total operating costs and expenses |
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|
16,452 |
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|
|
9,191 |
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|
|
30,070 |
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|
|
16,968 |
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Income (loss) from operations |
|
|
281 |
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|
|
2,954 |
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|
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(2,017 |
) |
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|
6,863 |
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OTHER INCOME (EXPENSE) |
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|
|
|
|
|
|
|
|
|
|
|
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Interest expense, net |
|
|
(169 |
) |
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|
(152 |
) |
|
|
(338 |
) |
|
|
(297 |
) |
Net loss on derivative contracts |
|
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(1,318 |
) |
|
|
(1,275 |
) |
|
|
(644 |
) |
|
|
(2,303 |
) |
Other income, net |
|
|
163 |
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|
|
3 |
|
|
|
257 |
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|
|
7 |
|
Total other income (expense) |
|
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(1,324 |
) |
|
|
(1,424 |
) |
|
|
(725 |
) |
|
|
(2,593 |
) |
(Loss) income before income taxes |
|
|
(1,043 |
) |
|
|
1,530 |
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|
|
(2,742 |
) |
|
|
4,270 |
|
Income tax benefit |
|
|
(295 |
) |
|
|
— |
|
|
|
(880 |
) |
|
|
— |
|
Net (loss) income |
|
$ |
(748 |
) |
|
$ |
1,530 |
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|
$ |
(1,862 |
) |
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$ |
4,270 |
|
Net (loss) income per common share: |
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|
|
|
|
|
|
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|
|
|
|
|
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Basic |
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$ |
(0.05 |
) |
|
$ |
0.17 |
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|
$ |
(0.13 |
) |
|
$ |
0.47 |
|
Diluted |
|
$ |
(0.05 |
) |
|
$ |
0.17 |
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|
$ |
(0.13 |
) |
|
$ |
0.47 |
|
Weighted average common shares outstanding: |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Basic |
|
|
13,835,128 |
|
|
|
9,124,452 |
|
|
|
13,835,128 |
|
|
|
9,124,452 |
|
Diluted |
|
|
13,835,128 |
|
|
|
9,124,452 |
|
|
|
13,835,128 |
|
|
|
9,124,452 |
|
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
|
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Six months ended June 30, |
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|
|
2015 |
|
|
2014 |
|
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Cash flows from operating activities: |
|
(In thousands) |
|
|||||
Net (loss) income |
|
$ |
(1,862 |
) |
|
$ |
4,270 |
|
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: |
|
|
|
|
|
|
|
|
Depreciation, depletion, and amortization |
|
|
14,598 |
|
|
|
7,763 |
|
Unrealized loss on derivative contracts |
|
|
3,081 |
|
|
|
1,214 |
|
Accretion of asset retirement obligations |
|
|
282 |
|
|
|
151 |
|
Deferred income taxes |
|
|
(871 |
) |
|
|
— |
|
Amortization of deferred financing costs |
|
|
130 |
|
|
|
76 |
|
Settlement of asset retirement obligations |
|
|
(46 |
) |
|
|
(31 |
) |
Gain on sale of assets |
|
|
(1,680 |
) |
|
|
— |
|
Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
Decrease (increase) in accounts receivable |
|
|
4,397 |
|
|
|
(5,129 |
) |
Decrease (increase) in prepaid expenses and other |
|
|
427 |
|
|
|
(450 |
) |
(Decrease) increase in accounts payable and accrued expenses |
|
|
(18,356 |
) |
|
|
5,453 |
|
(Decrease) increase in revenue and royalties payable |
|
|
(2,895 |
) |
|
|
7,382 |
|
(Decrease) increase in advances |
|
|
(7,566 |
) |
|
|
15,441 |
|
Net cash (used in) provided by operating activities |
|
|
(10,361 |
) |
|
|
36,140 |
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Acquisitions of oil and gas property |
|
|
(5,430 |
) |
|
|
— |
|
Additions to oil and gas property and equipment |
|
|
(42,888 |
) |
|
|
(29,197 |
) |
Additions to other property and equipment |
|
|
(279 |
) |
|
|
(229 |
) |
Proceeds from sales of oil and gas properties |
|
|
3,506 |
|
|
|
— |
|
Net cash used in investing activities |
|
|
(45,091 |
) |
|
|
(29,426 |
) |
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Deferred financing costs |
|
|
(125 |
) |
|
|
(102 |
) |
Net cash used in financing activities |
|
|
(125 |
) |
|
|
(102 |
) |
Net (decrease) increase in cash and cash equivalents |
|
|
(55,577 |
) |
|
|
6,612 |
|
Cash and cash equivalents at beginning of period |
|
|
100,447 |
|
|
|
25,423 |
|
Cash and cash equivalents at end of period |
|
$ |
44,870 |
|
|
$ |
32,035 |
|
Supplemental disclosure of cash flow information |
|
|
|
|
|
|
|
|
Cash paid for: |
|
|
|
|
|
|
|
|
Interest |
|
$ |
175 |
|
|
$ |
221 |
|
Non-cash investing and financing activities: |
|
|
|
|
|
|
|
|
Asset retirement obligations |
|
$ |
91 |
|
|
$ |
29 |
|
Earthstone Energy, Inc.
Reconciliation of Non-GAAP Financial Measures
(Unaudited)
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) depletion, depreciation, and amortization; (4) exploration expense; (5) interest expense; (6) interest income; (7) unrealized (gain) loss on derivatives; and (8) 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 the generally accepted accounting principles (“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 (in thousands):
|
Three Months Ended |
||
|
June 30, 2015 |
March 31, 2015 |
June 30, 2014 |
Net income (loss) |
$ (748) |
$ (1,114) |
$ 1,530 |
(Gain) / loss on sale of assets |
(1,680) |
- |
- |
Accretion |
137 |
145 |
77 |
Depletion, depreciation, and amortization |
8,674 |
5,924 |
4,383 |
Exploration expense |
142 |
- |
- |
Interest expense |
182 |
185 |
152 |
Interest income |
(13) |
(16) |
- |
Unrealized (gain) loss on derivative contracts |
2,261 |
820 |
725 |
Income tax expense (benefit) |
(295) |
(585) |
- |
Adjusted EBITDAX |
$ 8,660 |
$ 5,359 |
$ 6,867 |
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