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EXHIBIT 99.4

2014 EAGLE FORD ACQUISITION PROPERTIES

Statements of Revenues and Direct Operating Expenses

Years Ended December 31, 2013 and 2012

and

Nine Months Ended September 30, 2014 and 2013 (Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

EAGLE FORD acquisition properties

Table of Contents

 

 

Page

 

 

Report of Independent Registered Public Accounting Firm

1

 

 

Statements of Revenues and Direct Operating Expenses of the 2014 Eagle Ford Acquisition Properties for the years ended December 31, 2013 and 2012 and for the nine months ended September 30, 2014 and 2013 (Unaudited)

2

 

 

Notes to Statements of Revenues and Direct Operating Expenses of the 2014 Eagle Ford Acquisition Properties

3

 

 

Supplemental Oil and Gas Reserve Information (Unaudited)

4

 

 

 

 

 

 


 

Report of Independent Registered Public Accounting Firm

To the Members of

Sabine River Energy, LLC

We have audited the accompanying statements of revenues and direct operating expenses of the 2014 Eagle Ford Acquisition Properties for the years ended December 31, 2013 and 2012. These financial statements are the responsibility of Sabine River Energy, LLC’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the revenues and direct operating expenses of the 2014 Eagle Ford Acquisition Properties described in Note 1 for the years ended December 31, 2013 and 2012, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements are not intended to be a complete presentation of the financial position, results of operations, or cash flows of the 2014 Eagle Ford Acquisition Properties.

Hein & Associates LLP

Houston, Texas

September 16, 2014

 

 

 

1


 

2014 EAGLE FORD ACQUISITION PROPERTIES

STATEMENTS OF REVENUES AND DIRECT OPERATING EXPENSES

 

 

 

Nine Months Ended

 

 

Year Ended

 

 

 

September 30,

 

 

December 31,

 

 

 

2014

 

 

2013

 

 

2013

 

 

2012

 

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

Oil and gas revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Oil

 

$

13,776,222

 

 

$

15,248,202

 

 

$

18,230,166

 

 

$

11,350,494

 

Natural gas and natural gas liquids

 

 

785,944

 

 

 

466,641

 

 

 

642,964

 

 

 

322,081

 

 

 

 

14,562,166

 

 

 

15,714,843

 

 

 

18,873,130

 

 

 

11,672,575

 

Direct operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Production costs:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lease operating expense

 

 

1,351,421

 

 

 

1,457,776

 

 

 

1,811,836

 

 

 

777,758

 

Severance taxes

 

 

690,951

 

 

 

735,187

 

 

 

884,760

 

 

 

546,270

 

Re-engineering and workovers

 

 

49,750

 

 

 

74,740

 

 

 

87,700

 

 

 

39,116

 

Exploration expense

 

 

-

 

 

 

-

 

 

 

259,740

 

 

 

-

 

 

 

 

2,092,122

 

 

 

2,267,703

 

 

 

3,044,036

 

 

 

1,363,144

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Excess of revenues over direct operating expenses

 

$

12,470,044

 

 

$

13,447,140

 

 

$

15,829,094

 

 

$

10,309,431

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See Notes to Statements of Revenues and Direct Operating Expenses

 

 

 

2


 

2014 Eagle Ford Acquisition Properties

Notes to Statements of Revenues and Direct Operating Expenses

 

 

Note 1—Properties and Basis of Presentation

The accompanying statements represent the interests in the revenues and direct operating expenses of the oil and natural gas producing properties to be acquired by Sabine River Energy, LLC (“Sabine”) and Earthstone Energy, Inc. (“Earthstone”). Sabine is currently a subsidiary of Oak Valley Resources, LLC (“Oak Valley”).  In the Exchange Agreement between Oak Valley and Earthstone, which for accounting purposes is characterized as a reserve merger, Oak Valley will exchange its membership interest in Sabine and two other subsidiaries for approximately 9,124,000 common shares of Earthstone stock. Upon the closing of the merger the seller, Flatonia Energy, LLC (“Flatonia”), will receive approximately 2,958,000 shares of common stock in Earthstone in exchange for approximately 28.57% of the interests held by Flatonia in the properties jointly acquired by Oak Valley and Flatonia in 2013. Oak Valley and one of its subsidiaries is current operator of the majority of these properties. The effective date of the Contribution is July 1, 2014. The properties are referred to herein as the “2014 Eagle Ford Acquisition Properties” and are located in the Fayette and Gonzales counties in Texas.

The statements of revenues and direct operating expenses have been derived from Halcón Resources Corporation’s and Oak Valley Resource’s historical financial records and prepared on the accrual basis of accounting. Revenues and direct operating expenses relate to the historical net revenue interests and net working interests to be acquired by Sabine and Earthstone. Oil, natural gas and natural gas liquids revenues are recognized on the sales method when production is sold to a purchaser at a fixed or determinable price, when delivery has occurred and title has transferred, and if collectability of the revenue is probable. Revenues are reported net of overriding and other royalties due to third parties. Direct operating expenses include lease operating expenses, production and ad valorem taxes, transportation and all other direct operating costs associated with the properties. Direct operating expenses do not include corporate overhead, interest expense and income taxes.

The statements of revenues and direct operating expenses are not indicative of the financial condition or results of operations of the 2014 Eagle Ford Acquisition Properties going forward due to the omission of various operating expenses. During the periods presented, the 2014 Eagle Ford Acquisition Properties were not accounted for by Halcón or Oak Valley as a separate business unit. As such, certain costs, such as depreciation, depletion and amortization of oil and gas properties, accretion of asset retirement obligations, general and administrative expenses, interest expense and income taxes were not allocated to the 2014 Eagle Ford Acquisition Properties.

The preparation of statements of revenues and direct operating expenses in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts of revenues and expenses during the reporting periods. Although these estimates are based on management’s best available knowledge of current and future events, actual results could be different from those estimates.

 

 

Note 2—Omitted Financial Information

Historical financial statements reflecting financial position, results of operations and cash flows required by accounting principles generally accepted in the United States of America are not presented as such information was not available on a property-by-property basis, nor is it practicable to obtain such information in these circumstances. Historically, no allocation of general and administrative, interest expense, corporate taxes, accretion of asset retirement obligations, and depreciation, depletion and amortization of oil and gas properties was made to the 2014 Eagle Ford Acquisition Properties. Accordingly, the statements of revenues and direct operating expenses are presented in lieu of the financial statements required under Rule 3-01 and Rule 3-02 of the Securities and Exchange Commission’s Regulation S-X.

 

 

 

3


 

Supplemental Oil and Gas Reserve Information (Unaudited)

Oil and Gas Reserve Information

The following tables summarize the net ownership interests in estimated quantities of proved, proved developed and proved undeveloped (“PUD”) oil and natural gas reserves of the 2014 Eagle Ford Acquisition Properties for the periods indicated, estimated by Oak Valley’s petroleum engineers, and the related summary of changes in estimated quantities of net remaining proved reserves during the periods indicated. Reserve estimates are inherently imprecise and estimates of new discoveries are more imprecise than those of producing oil and gas properties. Accordingly, reserve estimates are expected to change as additional performance data becomes available.

 

 

 

 

 

 

 

Natural Gas

 

 

 

 

 

 

 

 

 

 

 

and Natural

 

 

 

 

 

 

 

Oil

 

 

Gas Liquids

 

 

Total

 

 

 

(Bbl)

 

 

(Mcf)

 

 

(BOE) (1)

 

Balance - January 1, 2012

 

 

518,871

 

 

 

387,622

 

 

 

583,475

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Extension and discoveries

 

 

1,875,449

 

 

 

1,400,601

 

 

 

2,108,883

 

Production

 

 

(116,213

)

 

 

(63,908

)

 

 

(126,864

)

Revision to previous estimates

 

 

(76,147

)

 

 

(84,582

)

 

 

(90,242

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance - December 31, 2012

 

 

2,201,960

 

 

 

1,639,733

 

 

 

2,475,252

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Extension and discoveries

 

 

2,463,433

 

 

 

1,928,597

 

 

 

2,784,866

 

Production

 

 

(176,970

)

 

 

(131,891

)

 

 

(198,952

)

Revision to previous estimates

 

 

(795,604

)

 

 

(303,973

)

 

 

(846,266

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance - December 31, 2013

 

 

3,692,819

 

 

 

3,132,466

 

 

 

4,214,900

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proved developed reserves

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2012

 

 

978,157

 

 

 

783,966

 

 

 

1,108,821

 

December 31, 2013

 

 

712,320

 

 

 

783,803

 

 

 

842,957

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proved undeveloped reserves

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2012

 

 

1,223,803

 

 

 

855,767

 

 

 

1,366,431

 

December 31, 2013

 

 

2,980,499

 

 

 

2,348,663

 

 

 

3,371,943

 

 

(1)

Barrel of oil equivalent (BOE); assumes a ratio of 6 MCF of natural gas per barrel of oil

In 2012, the revision decrease in estimated oil, natural gas and natural gas liquids was 90,242 BOE; this downward revision resulted from removal of several PUD wells that were determined to be uneconomic based on well performance data from offsetting wells. In 2013, the revision decrease in estimated oil, natural gas and natural gas liquids was 846,266 BOE; this downward revision resulted from removal of several PUD wells that were determined to be uneconomic based on well performance data from offsetting wells.  

Proved reserves are estimated quantities of oil and natural gas which geological and engineering data demonstrate, with reasonable certainty, to be recoverable in future years from known reservoirs under existing economic and operating conditions (i.e., prices and costs) existing at the time the estimate is made. Proved developed reserves are proved reserves that can be expected to be recovered through existing wells and equipment in place and under operating methods being utilized at the time the estimates were made.

4


Supplemental Oil and Gas Reserve Information (Unaudited)

 

Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil and Natural Gas Reserves.

The following table sets forth the computation of the standardized measure of discounted future net cash flows relating to proved oil and gas reserves and the changes in standardized measure of discounted future net cash flows of the 2014 Eagle Ford Acquisition Properties in accordance with ASC 932, Extractive Activities—Oil and Gas and based on oil and natural gas reserve and production volumes. Future cash inflows as of December 31, 2013 and 2012 were computed by applying average fiscal-year prices (calculated as the unweighted arithmetic average of the first-day-of-the-month oil and gas prices for each month within the 12-month period ended December 31, 2013 and 2012) to estimated future production. Future production and development costs are computed by estimating the expenditures to be incurred in developing and producing the proved oil and natural gas reserves at year-end, based on year-end costs and assuming the continuation of existing economic conditions. Price changes based on inflation, federal regulatory changes and supply and demand are not considered. Estimated future production costs related to period-end reserves are based on period-end costs. Such costs include, but are not limited to, production taxes and direct operating costs. Inflation and other anticipatory costs are not considered until the actual cost change takes effect. In accordance with the ASC 932, a discount rate of 10% is applied to the annual future net cash flows.

The prices, calculated as described above, were $96.94 per barrel of oil and $3.67 per MMBtu of natural gas at December 31, 2013 and $94.71 per barrel of oil and $2.75 per MMBtu of natural gas at December 31, 2012. The prices were based on index prices, which have been adjusted for historical average location and quality differentials. Future cash inflows were reduced by estimated future development, abandonment and production costs based on period-end costs resulting in net cash flow before tax. Future income tax expense was estimated based on an estimated effective tax rate of 35.8%.

The Standardized Measure is not intended to be representative of the fair market value of the proved reserves. The calculations of revenues and costs do not necessarily represent the amounts to be received or expended. Accordingly, the estimates of future net cash flows from proved reserves and the present value thereof may not be materially correct when judged against actual subsequent results. Further, since prices and costs do not remain static, and no price or cost changes have been considered, and future production and development costs are estimates to be incurred in developing and producing the estimated proved oil and gas reserves, the results are not necessarily indicative of the fair market value of estimated proved reserves, and the results may not be comparable to estimates disclosed by other oil and gas producers.

 

 

 

December 31,

 

 

 

2013

 

 

2012

 

Future cash inflows

 

$

373,051,946

 

 

$

235,731,250

 

Future production costs

 

 

(90,164,203

)

 

 

(51,564,134

)

Future development costs

 

 

(121,785,001

)

 

 

(47,764,350

)

Future income tax

 

 

(22,190,523

)

 

 

(25,257,228

)

 

 

 

 

 

 

 

 

 

Future net cash flows

 

 

138,912,219

 

 

 

111,145,538

 

 

 

 

 

 

 

 

 

 

10% annual discount for estimated timing of cash flows

 

 

(84,882,270

)

 

 

(58,289,448

)

 

 

 

 

 

 

 

 

 

Standardized measure of discounted future cash flows

 

$

54,029,949

 

 

$

52,856,090

 

 

5


Supplemental Oil and Gas Reserve Information (Unaudited)

 

Changes in the Standardized Measure are as follows:

 

 

 

December 31,

 

 

 

2013

 

 

2012

 

Beginning of the year

 

$

52,856,090

 

 

$

13,819,159

 

 

 

 

 

 

 

 

 

 

Sales of oil and gas produced, net of production costs

 

 

(16,088,834

)

 

 

(10,309,431

)

Net changes in prices and production costs

 

 

(6,991,114

)

 

 

54,380

 

Extensions, discoveries and improved recoveries

 

 

27,848,141

 

 

 

52,708,180

 

Previously estimated development cost incurred during the period

 

 

2,902,671

 

 

 

5,600,000

 

Net changes in future development costs

 

 

4,722

 

 

 

-

 

Revision of previous quantity estimates

 

 

(17,970,199

)

 

 

(2,137,259

)

Accretion of discount

 

 

8,193,794

 

 

 

1,381,916

 

Net change in income tax

 

 

3,818,398

 

 

 

(12,226,941

)

Changed in timing of estimated cash flows and others

 

 

(543,720

)

 

 

3,966,086

 

 

 

 

 

 

 

 

 

 

End of the year

 

$

54,029,949

 

 

$

52,856,090

 

 

6