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8-K - 8-K - EARTHSTONE ENERGY INCeste-8k_20170809.htm

Exhibit 99.1

 

Earthstone Energy, Inc. Reports Second Quarter 2017 Results

 

The Woodlands, Texas, August 9, 2017 – Earthstone Energy, Inc. (NYSE: ESTE) (“Earthstone”, the “Company”, “we” or “us”), today announced financial and operating results for the three and six month periods ended June 30, 2017.

 

Second Quarter 2017 Highlights

 

 

Closed Bold Transaction on May 9, 2017

 

Average daily production of 7,932 Boepd

 

Total revenue of $25.8 million

 

Adjusted EBITDAX(1) of $15.0 million

(1)See “Reconciliation of Non-GAAP Financial Measure” section below.

 

Selected Financial Data (unaudited)

($000s except where noted)

Three Months Ended June 30,

 

Six Months Ended June 30,

 

2017(3)

2016(4)

 

2017(3)

2016(4)

Total Revenue

25,777

9,777

 

41,120

16,587

Net Loss

(54,967)

(11,172)

 

(54,238)

(17,593)

Net Loss Per Share (Basic and Diluted)(1)

(0.75)

(0.69)

 

(0.73)

(1.17)

Adjusted EBITDAX(2)

14,984

4,782

 

21,121

7,230

Production:

 

 

 

 

 

  Oil (MBbls)

480

201

 

737

406

  Gas (MMcf)

729

545

 

1361

1030

  NGL (MBbls)

120

50

 

184

90

  Total (MBoe)

721

343

 

1148

668

  Average Daily Production (Boepd)

7,932

3,759

 

7,602

3,688

Average Prices:

 

 

 

 

 

    Oil ($/Bbl)

44.88

40.28

 

46.23

33.60

    Gas ($/Mcf)

2.92

1.87

 

2.81

1.90

    NGL ($/Bbl)

17.39

13.18

 

17.47

11.01

    Total ($/Boe)

35.71

28.58

 

35.82

24.85

Adj. for Realized Derivatives Settlements:

 

 

 

 

 

    Oil ($/Bbl)

45.67

43.65

 

46.32

39.98

    Gas ($/Mcf)

2.84

2.10

 

2.96

2.11

    NGL ($/Bbl)

17.39

13.18

 

17.47

11.01

    Total ($/Boe)

36.15

30.94

 

35.59

29.04

 

 

(1)

Net loss per common share attributable to Earthstone Energy, Inc. common stockholders.

 

(2)

See “Reconciliation of Non-GAAP Financial Measure” section below.

 

(3)

Includes the transaction with Bold Energy III, LLC on May 9, 2017.

 

(4)

Includes the acquisition of Lynden Energy Corp. on May 18, 2016.


 

Impairments to Oil and Natural Gas Properties

 

For the three and six months ended June 30, 2017, the Company recorded non-cash impairment charges of $63.0 million to its proved oil and natural gas properties and $3.6 million to its unproved oil and natural gas properties.  This was a direct result of significant downward strip price changes at June 30, 2017 compared to December 31, 2016.

 

Financial Position

 

As of June 30, 2017, the Company had $16.7 million in cash and $70 million outstanding under its credit facility with borrowing base of $150 million.

 

Management Comments

 

Frank A. Lodzinski, President and Chief Executive Officer of Earthstone Energy, Inc., commented, “As previously announced, we successfully closed our business combination with Bold Energy III LLC on May 9th and our integration of the companies is complete. Our production for the second quarter was over 7,900 Boepd and on a combined pro forma basis was approximately 10,600 Boepd.  In April, we initiated drilling and completion operations on our operated Midland Basin and Eagle Ford acreage. We intend to begin our Midland completion program later this month.  Our Midland Basin position now totals approximately 27,000 net acres and we are excited about the production results we are seeing in our newer wells, which are meeting or exceeding our targeted type curves. We will continue to focus our efforts on the development of our acreage in the Midland Basin and will continue to pursue additional opportunities to further expand our position.”  

 

Conference Call Details

Earthstone is hosting a conference call on Thursday, August 10, 2017 at 11:00 a.m. Eastern (10:00 a.m. Central) to discuss its second quarter 2017 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 11:00 a.m. Eastern (10:00 a.m. Central), Thursday, August 24, 2017.  The number for the replay is 877-481-4010 for domestic calls or 919-882-2331 for international calls, using Replay ID: 19392.

 

About Earthstone

 

Earthstone Energy, Inc. is a growth-oriented, independent energy company engaged in developing and operating oil and gas properties.  The Company’s primary assets are located in the Midland Basin of west Texas, the Eagle Ford trend of south Texas, and the Williston Basin of North Dakota.  Earthstone is listed on the New York Stock Exchange under the symbol “ESTE.” For more information, visit the Company’s website 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 (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 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 the expected benefits of the recently completed business combination with Bold Energy III LLC (the “Transaction”) to Earthstone and its stockholders, the expected future reserves, production, financial position, business strategy, revenues, earnings, costs, capital expenditures and debt levels of the combined company, and plans and objectives of management for future operations. 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: Earthstone’s ability to integrate its combined operations of the Transaction successfully and achieve anticipated benefits from it; risks relating to any unforeseen liabilities of the combined company; declines in oil, natural gas liquids or natural gas prices; the level of success in exploration, development and production activities; adverse weather conditions that may negatively impact development or production activities; the timing of exploration and development expenditures; inaccuracies of reserve estimates or assumptions underlying them; revisions to reserve estimates as a result of changes in commodity prices; impacts to financial statements as a result of further impairment write-downs; risks related to the level of indebtedness and periodic redeterminations of the borrowing base under Earthstone’s credit agreement; Earthstone’s ability to generate sufficient cash flows from operations to meet the internally funded portion of its capital expenditures budget; Earthstone’s ability to obtain external capital to finance exploration and development operations and acquisitions; the ability to successfully complete any potential asset dispositions and the risks related thereto; the impacts of hedging on results of operations; uninsured or underinsured losses resulting from oil and natural gas operations; Earthstone’s ability to replace oil and natural gas reserves; and any loss of senior management or technical personnel. Earthstone’s annual report on Form 10-K for the year ended December 31, 2016, quarterly reports on Form 10-Q, recent current reports on Form 8-K, and other Securities and Exchange Commission (“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.

 

 

Contact

 

Scott Thelander

Director of Finance

Earthstone Energy, Inc.

1400 Woodloch Forest Drive, Suite 300

The Woodlands, TX 77380

281-298-4246


EARTHSTONE ENERGY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited) (In thousands, except share amounts)

 

 

June 30,

 

 

December 31,

 

ASSETS

 

2017

 

 

2016

 

Current assets:

 

 

 

 

 

 

 

 

Cash

 

$

16,671

 

 

$

10,200

 

Accounts receivable:

 

 

 

 

 

 

 

 

Oil, natural gas, and natural gas liquids revenues

 

 

16,078

 

 

 

13,998

 

Joint interest billings and other, net of allowance of $163 at both June 30, 2017 and December 31, 2016

 

 

9,681

 

 

 

2,698

 

Derivative asset

 

 

1,870

 

 

 

 

Prepaid expenses and other current assets

 

 

1,366

 

 

 

446

 

Total current assets

 

 

45,666

 

 

 

27,342

 

 

 

 

 

 

 

 

 

 

Oil and gas properties, successful efforts method:

 

 

 

 

 

 

 

 

Proved properties

 

 

626,481

 

 

 

363,072

 

Unproved properties

 

 

290,290

 

 

 

51,723

 

Land

 

 

4,547

 

 

 

 

Total oil and gas properties

 

 

921,318

 

 

 

414,795

 

 

 

 

 

 

 

 

 

 

Accumulated depreciation, depletion and amortization

 

 

(163,043

)

 

 

(145,393

)

Net oil and gas properties

 

 

758,275

 

 

 

269,402

 

 

 

 

 

 

 

 

 

 

Other noncurrent assets:

 

 

 

 

 

 

 

 

Goodwill

 

 

17,620

 

 

 

17,620

 

Office and other equipment, net of accumulated depreciation of $2,340 and $1,600 at June 30, 2017 and December 31 2016, respectively

 

 

1,321

 

 

 

1,479

 

Derivative asset

 

 

190

 

 

 

 

Other noncurrent assets

 

 

1,039

 

 

 

669

 

TOTAL ASSETS

 

$

824,111

 

 

$

316,512

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$

23,837

 

 

$

11,927

 

Revenues and royalties payable

 

 

11,343

 

 

 

10,769

 

Accrued expenses

 

 

13,940

 

 

 

5,392

 

Derivative liability

 

 

150

 

 

 

4,595

 

Advances

 

 

4,007

 

 

 

4,542

 

Current portion of long-term debt

 

 

1,665

 

 

 

1,604

 

Total current liabilities

 

 

54,942

 

 

 

38,829

 

 

 

 

 

 

 

 

 

 

Noncurrent liabilities:

 

 

 

 

 

 

 

 

Long-term debt

 

 

71,840

 

 

 

12,693

 

Asset retirement obligation

 

 

6,692

 

 

 

6,013

 

Derivative liability

 

 

12

 

 

 

1,575

 

Deferred tax liability

 

 

16,311

 

 

 

15,776

 

Other noncurrent liabilities

 

 

156

 

 

 

169

 

Total noncurrent liabilities

 

 

95,011

 

 

 

36,226

 

 

 

 

 

 

 

 

 

 

Commitments and Contingencies (Note 13)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity:

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

Common stock, $0.001 par value, no shares authorized; none issued or outstanding at June 30, 2017 and 100,000,000 shares authorized; 22,289,177 issued and 22,273,820 outstanding at December 31, 2016

 

 

 

 

 

23

 

Class A Common stock, $0.001 par value, 200,000,000 shares authorized; 22,906,806 issued and 22,891,449 outstanding at June 30, 2017 and none issue or outstanding at December 31, 2016

 

 

23

 

 

 

 

Class B  Common Stock, $0.0001 par value, 50,000,000 shares authorized; 36,070,828 shares issued and outstanding at June 30, 2017; none issued or outstanding at December 31, 2016

 

 

36

 

 

 

 

Additional paid-in capital

 

 

462,098

 

 

 

454,202

 

Accumulated deficit

 

 

(228,702

)

 

 

(212,308

)

Treasury stock, 15,357 shares at both June 30, 2017 and December 31, 2016

 

 

(460

)

 

 

(460

)

Total Earthstone Energy, Inc. equity

 

 

232,995

 

 

 

241,457

 

Noncontrolling interest

 

 

441,163

 

 

 

 

Total equity

 

 

674,158

 

 

 

241,457

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND EQUITY

 

$

824,111

 

 

$

316,512

 

 

 

 


EARTHSTONE ENERGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited) (In thousands, except share and per share amounts)

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

REVENUES

 

 

 

 

 

 

Oil

 

$

21,563

 

 

$

8,097

 

 

$

34,082

 

 

$

13,636

 

Natural gas

 

 

2,131

 

 

 

1,016

 

 

 

3,825

 

 

 

1,959

 

Natural gas liquids

 

 

2,083

 

 

 

664

 

 

 

3,213

 

 

 

992

 

Total revenues

 

 

25,777

 

 

 

9,777

 

 

 

41,120

 

 

 

16,587

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING COSTS AND EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lease operating expense

 

 

5,243

 

 

 

3,341

 

 

 

9,582

 

 

 

6,500

 

Severance taxes

 

 

1,327

 

 

 

514

 

 

 

2,117

 

 

 

896

 

Rig idle and termination expense

 

 

 

 

 

3,790

 

 

 

 

 

 

5,059

 

Impairment expense

 

 

66,648

 

 

 

 

 

 

66,648

 

 

 

 

Depreciation, depletion and amortization

 

 

10,039

 

 

 

5,598

 

 

 

17,928

 

 

 

11,103

 

General and administrative expense

 

 

5,738

 

 

 

1,990

 

 

 

9,230

 

 

 

4,676

 

Stock-based compensation

 

 

1,647

 

 

 

561

 

 

 

2,958

 

 

 

561

 

Transaction costs

 

 

3,764

 

 

 

283

 

 

 

4,567

 

 

 

795

 

Accretion of asset retirement obligation

 

 

154

 

 

 

133

 

 

 

306

 

 

 

261

 

Exploration expense

 

 

1

 

 

 

 

 

 

1

 

 

 

5

 

Total operating costs and expenses

 

 

94,561

 

 

 

16,210

 

 

 

113,337

 

 

 

29,856

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gain on sale of oil and gas properties

 

 

1,691

 

 

 

 

 

 

1,691

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

(67,093

)

 

 

(6,433

)

 

 

(70,526

)

 

 

(13,269

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSE)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

(633

)

 

 

(370

)

 

 

(970

)

 

 

(593

)

Write-off of deferred financing costs

 

 

(526

)

 

 

 

 

 

(526

)

 

 

 

Gain (loss) on derivative contracts, net

 

 

3,340

 

 

 

(4,228

)

 

 

7,800

 

 

 

(3,463

)

Other income (expense), net

 

 

31

 

 

 

45

 

 

 

32

 

 

 

(82

)

Total other income (expense)

 

 

2,212

 

 

 

(4,553

)

 

 

6,336

 

 

 

(4,138

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss before income taxes

 

 

(64,881

)

 

 

(10,986

)

 

 

(64,190

)

 

 

(17,407

)

Income tax benefit (expense)

 

 

9,914

 

 

 

(186

)

 

 

9,952

 

 

 

(186

)

Net loss

 

 

(54,967

)

 

 

(11,172

)

 

 

(54,238

)

 

 

(17,593

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less:  Net loss attributable to noncontrolling interest

 

 

(37,844

)

 

 

 

 

 

(37,844

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss attributable to Earthstone Energy, Inc.

 

$

(17,123

)

 

$

(11,172

)

 

$

(16,394

)

 

$

(17,593

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per common share attributable to Earthstone Energy, Inc.:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

$

(0.75

)

 

$

(0.69

)

 

$

(0.73

)

 

$

(1.17

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

 

22,728,011

 

 

 

16,121,568

 

 

 

22,503,750

 

 

 

14,978,348

 

 

 

 

 


EARTHSTONE ENERGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited) (In thousands)

 

 

For the Six Months Ended June 30,

 

 

 

2017

 

 

2016

 

Cash flows from operating activities:

 

 

 

Net loss

 

$

(54,238

)

 

$

(17,593

)

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

 

 

 

 

 

 

 

 

Impairment of proved and unproved oil and gas properties

 

 

66,648

 

 

 

 

Depreciation, depletion and amortization

 

 

17,928

 

 

 

11,103

 

Accretion of asset retirement obligations

 

 

306

 

 

 

261

 

Gain on sale of oil and gas properties

 

 

(1,691

)

 

 

 

Rig idle and termination expense

 

 

 

 

 

5,059

 

Total (gain) loss on derivative contracts, net

 

 

(7,800

)

 

 

3,463

 

Operating portion of net cash (paid) received in settlement of derivative contracts

 

 

(267

)

 

 

2,797

 

Stock-based compensation

 

 

2,958

 

 

 

561

 

Deferred income taxes

 

 

(9,952

)

 

 

 

Write-off of deferred financing costs

 

 

526

 

 

 

 

Amortization of deferred financing costs

 

 

137

 

 

 

142

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

Decrease in accounts receivable

 

 

3,233

 

 

 

4,414

 

Increase in prepaid expenses and other current assets

 

 

(522

)

 

 

(132

)

Decrease in accounts payable and accrued expenses

 

 

(3,148

)

 

 

(6,634

)

Decrease in revenues and royalties payable

 

 

(1,905

)

 

 

(780

)

Decrease in advances

 

 

(535

)

 

 

(14,792

)

Net cash provided by (used in) operating activities

 

 

11,678

 

 

 

(12,131

)

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Bold Contribution Agreement, net of cash acquired

 

 

(55,609

)

 

 

 

Lynden Arrangement, net of cash acquired

 

 

 

 

 

(31,334

)

Additions to oil and gas properties

 

 

(10,048

)

 

 

(6,749

)

Additions to office and other equipment

 

 

(103

)

 

 

(44

)

Proceeds from sales of oil and gas properties

 

 

2,416

 

 

 

 

Net cash used in investing activities

 

 

(63,344

)

 

 

(38,127

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Proceeds from borrowings

 

 

70,000

 

 

 

36,597

 

Repayments of borrowings

 

 

(10,792

)

 

 

(37,788

)

Issuance of common stock, net of offering costs of $2.7 million

 

 

 

 

 

47,125

 

Deferred financing costs

 

 

(1,071

)

 

 

(70

)

Net cash provided by financing activities

 

 

58,137

 

 

 

45,864

 

Net increase (decrease) in cash and cash equivalents

 

 

6,471

 

 

 

(4,394

)

Cash at beginning of period

 

 

10,200

 

 

 

23,264

 

Cash at end of period

 

$

16,671

 

 

$

18,870

 

Supplemental disclosure of cash flow information

 

 

 

 

 

 

 

 

Cash paid for:

 

 

 

 

 

 

 

 

Interest

 

$

740

 

 

$

416

 

Non-cash investing and financing activities:

 

 

 

 

 

 

 

 

Class B Common stock issued in Bold Contribution Agreement

 

$

489,842

 

 

$

 

Class A Common stock issued in Bold Contribution Agreement

 

$

2,037

 

 

$

 

Common stock issued in Lynden Arrangement

 

$

 

 

$

45,699

 

Accrued capital expenditures

 

$

27,054

 

 

$

5,111

 

Asset retirement obligations

 

$

21

 

 

$

94

 

Promissory Note

 

$

 

 

$

5,059

 

 

 

 


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

Non-GAAP Financial Measure

The non-GAAP financial measure of Adjusted EBITDAX, as calculated by us below, is intended to provide readers with meaningful information that supplements our financial statements prepared in accordance with GAAP (Accounting Principles Generally Accepted in the U.S.). This disclosure may not be comparable to similarly titled measures used by other companies. Further, this non-GAAP measure 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, or any other GAAP measure of financial position or results of operations.

 

I. 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.  We define “Adjusted EBITDAX” as net income (loss) plus, when applicable, (gain) loss on sale of assets; accretion; impairment expense; depletion, depreciation and amortization; interest expense; interest income; transaction costs; exploration expense; rig idle expense; unrealized (gain) loss on derivatives; stock based compensation; and income tax (benefit) expense.

 

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 (loss) to Adjusted EBITDAX for the periods indicated:

 

($000s)

Three Months Ended June 30,

Six Months Ended June 30,

 

2017

 

2016

 

2017

 

2016

Net loss

(54,967)

 

(11,172)

 

(54,238)

 

(17,593)

Accretion

154

 

133

 

306

 

261

Impairment expense

66,648

 

--

 

66,648

 

--

Depletion, depreciation and amortization

10,039

 

5,598

 

17,928

 

11,103

Interest expense, net

633

 

370

 

970

 

593

Transaction costs

3,764

 

283

 

4,567

 

795

Rig idle and termination expense

--

 

3,790

 

--

 

5,059

Exploration

1

 

--

 

1

 

5

Unrealized (gain) loss on derivative contracts

(3,021)

 

5,033

 

(8,067)

 

6,260

Non-cash stock based compensation

1,647

 

561

 

2,958

 

561

Income tax (benefit) expense

(9,914)

 

186

 

(9,952)

 

186

Adjusted EBITDAX

14,984

 

4,782

 

21,121

 

7,230