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EX-32.2 - EXHIBIT 32.2 - Lonestar Resources US Inc.a6301810qexhibit322.htm
EX-32.1 - EXHIBIT 32.1 - Lonestar Resources US Inc.a6301810qexhibit321.htm
EX-31.2 - EXHIBIT 31.2 - Lonestar Resources US Inc.a6301810qexhibit312.htm
EX-31.1 - EXHIBIT 31.1 - Lonestar Resources US Inc.a6301810qexhibit311.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM 10-Q
 
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2018
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from      to
Commission File Number: 001-37670
 
Lonestar Resources US Inc.
(Exact Name of Registrant as Specified in its Charter)
 
Delaware
 
81-0874035
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
 
 
111 Boland Street, Suite 301, Fort Worth, TX
 
76107
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (817) 921-1889
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☐    No  ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ☒    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
 
Accelerated filer
Non-accelerated filer
(Do not check if a smaller reporting company)
Smaller reporting company
 
 
 
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒
As of August 2, 2018, the registrant had 24,637,127 shares of Class A voting common stock, par value $0.001 per share, outstanding.

i



Table of Contents
 
 
Page
PART I.
 
Item 1.
 
 
 
 
 
Item 2.
Item 3.
Item 4.
PART II.
Item 1.
Item 1A.
Item 2.
Item 6.

ii



PART I—FINANCIAL INFORMATION
Item 1. Financial Statements
Lonestar Resources US Inc.
Unaudited Condensed Consolidated Balance Sheets
(In thousands, except par value and share data)
 
June 30,
2018
 
December 31,
2017
Assets
Current assets
 
 
 
Cash and cash equivalents
$
5,460

 
$
2,538

Accounts receivable
 
 
 
Oil, natural gas liquid and natural gas sales
12,041

 
12,289

Joint interest owners and others, net
1,396

 
794

Related parties
62

 
162

Derivative financial instruments
145

 
472

Prepaid expenses and other
1,653

 
2,365

Total current assets
20,757

 
18,620

Property and equipment
 
 
 
Oil and gas properties, using the successful efforts method of accounting
 
 
 
Proved properties
834,493

 
750,226

Unproved properties
76,619

 
78,655

Other property and equipment
16,817

 
15,763

Less accumulated depletion, depreciation, amortization
(294,049
)
 
(259,382
)
Net property and equipment
633,880

 
585,262

Other non-current assets
2,086

 
2,918

Total assets
$
656,723

 
$
606,800

Liabilities and Stockholders' Equity
Current liabilities
 
 
 
Accounts payable
$
32,086

 
$
25,901

Accounts payable -- related parties
270

 
389

Oil, natural gas liquid and natural gas sales payable
11,254

 
8,747

Accrued liabilities
31,519

 
16,583

Derivative financial instruments
27,570

 
12,336

Total current liabilities
102,699

 
63,956

Long-term liabilities
 
 
 
Long-term debt
337,264

 
301,155

Asset retirement obligations
5,918

 
5,649

Deferred tax liabilities, net
106

 
8,105

Equity warrant liability
1,404

 
508

Equity warrant liability -- related parties
2,682

 
963

Derivative financial instruments
22,186

 
9,802

Other non-current liabilities
4,948

 
1,316

Total long-term liabilities
374,508

 
327,498

Commitments and contingencies (Note 12)


 


Stockholders' Equity
 
 
 
Class A voting common stock, $0.001 par value, 100,000,000 shares authorized, 24,637,127 and 24,506,647 issued and outstanding, respectively
142,655

 
142,655

Class B non-voting common stock, $0.001 par value, 5,000 shares authorized, 2,500 shares issued and outstanding

 

Series A-1 convertible participating preferred stock, $0.001 par value, 87,789 and 83,968 shares issued and outstanding, respectively

 

Additional paid-in capital
174,469

 
174,871

Accumulated deficit
(137,608
)
 
(102,180
)
Total stockholders' equity
179,516

 
215,346

Total liabilities and stockholders' equity
$
656,723

 
$
606,800

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

1



Lonestar Resources US Inc.
Unaudited Condensed Consolidated Statements of Operations
(In thousands, except per share data)
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
Revenues
 
 
 
 
 
 
 
Oil sales
$
39,707

 
$
15,090

 
$
72,859

 
$
29,580

Natural gas liquid sales
4,410

 
1,319

 
6,143

 
2,989

Natural gas sales
3,735

 
1,726

 
5,542

 
3,182

Total revenues
47,852

 
18,135

 
84,544

 
35,751

Expenses
 
 
 
 
 
 
 
Lease operating and gas gathering
6,490

 
3,521

 
11,074

 
6,477

Production and ad valorem taxes
2,761

 
1,077

 
4,927

 
2,114

Depreciation, depletion and amortization
19,464

 
12,551

 
35,027

 
24,693

Loss on sale of oil and gas properties

 
205

 
1,568

 
348

Impairment of oil and gas properties

 
27,081

 

 
27,081

General and administrative
5,305

 
3,600

 
8,724

 
6,281

Acquisition costs and other
(3
)
 
2,680

 
(13
)
 
2,669

Total expenses
34,017

 
50,715

 
61,307

 
69,663

Income (loss) from operations
13,835

 
(32,580
)
 
23,237

 
(33,912
)
Other (expense) income
 
 
 
 
 
 
 
Interest expense
(9,298
)
 
(8,819
)
 
(18,555
)
 
(13,851
)
Unrealized (loss) gain on warrants
(2,462
)
 
614

 
(2,615
)
 
2,884

(Loss) gain on derivative financial instruments
(25,498
)
 
5,416

 
(36,654
)
 
14,162

Loss on extinguishment of debt

 

 
(8,619
)
 

Total other (expense) income, net
(37,258
)
 
(2,789
)
 
(66,443
)
 
3,195

Loss before income taxes
(23,423
)
 
(35,369
)
 
(43,206
)
 
(30,717
)
Income tax benefit
4,648

 
12,208

 
7,778

 
10,621

Net loss
(18,775
)
 
(23,161
)
 
(35,428
)
 
(20,096
)
Preferred stock dividends
(1,932
)
 
(296
)
 
(3,821
)
 
(296
)
Net loss attributable to common stockholders
$
(20,707
)
 
$
(23,457
)
 
$
(39,249
)
 
$
(20,392
)
 
 
 
 
 
 
 
 
Net loss per common share
 
 
 
 
 
 
 
Basic
$
(0.84
)
 
$
(1.07
)
 
$
(1.60
)
 
$
(0.93
)
Diluted
$
(0.84
)
 
$
(1.07
)
 
$
(1.60
)
 
$
(0.93
)
 
 
 
 
 
 
 
 
Weighted average common shares outstanding
 
 
 
 
 
 
 
Basic
24,599,744

 
21,822,015

 
24,598,345

 
21,822,015

Diluted
24,599,744

 
21,822,015

 
24,598,345

 
21,822,015

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

2



Lonestar Resources US Inc.
Unaudited Condensed Consolidated Statement of Changes in Stockholders’ Equity
(In thousands, except share data)
 
Class A Voting
Common Stock
 
Series A-1
Preferred Stock
 
Additional
Paid-in
Capital
 
Accumulated
Deficit
 
Total
Stockholders'
Equity
 
Shares
 
Amount
 
Shares
 
Amount
 
 
 
Balance at December 31, 2017
24,506,647

 
$
142,655

 
83,968

 
$

 
$
174,871

 
$
(102,180
)
 
$
215,346

Payment-in-kind dividends

 

 
3,821

 

 

 

 

Issued pursuant to stock-based compensation plan
130,480

 

 

 

 
(601
)
 

 
(601
)
Stock-based compensation

 

 

 

 
199

 

 
199

Net loss

 

 

 

 

 
(35,428
)
 
(35,428
)
Balance at June 30, 2018
24,637,127

 
$
142,655

 
87,789

 
$

 
$
174,469

 
$
(137,608
)
 
$
179,516

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

3



Lonestar Resources US Inc.
Unaudited Condensed Consolidated Statements of Cash Flows
(In thousands)
 
Six Months Ended June 30,
 
2018
 
2017
Cash flows from operating activities
 
 
 
Net loss
$
(35,428
)
 
$
(20,096
)
Adjustments to reconcile net loss to net cash provided by operating activities:
 
 
 
Depreciation, depletion and amortization
35,027

 
24,693

Stock-based compensation
2,713

 
639

Share based payments
(601
)
 

Deferred taxes
(7,999
)
 
(10,985
)
Loss (gain) on derivative financial instruments
36,620

 
(14,162
)
Settlements of derivative financial instruments
(8,676
)
 
2,682

Impairment of oil and natural gas properties

 
27,081

Loss on abandoned property and equipment
170

 

Non-cash interest expense
3,544

 
3,434

Unrealized loss (gain) on warrants
2,615

 
(2,884
)
Changes in operating assets and liabilities:
 
 
 
Accounts receivable
(254
)
 
(1,308
)
Prepaid expenses and other assets
(1,159
)
 
(3,010
)
Accounts payable and accrued expenses
12,179

 
11,028

Net cash provided by operating activities
38,751

 
17,112

 
 
 
 
Cash flows from investing activities
 
 
 
Acquisition of oil and gas properties
(2,862
)
 
(108,179
)
Development of oil and gas properties
(66,761
)
 
(37,750
)
Purchases of other property and equipment
(1,498
)
 
(1,522
)
Net cash used in investing activities
(71,121
)
 
(147,451
)
 
 
 
 
Cash flows from financing activities
 
 
 
Proceeds from borrowings and related party borrowings
290,744

 
76,079

Payments on borrowings and related party borrowings
(255,452
)
 
(19,503
)
Proceeds from the sale of preferred stock

 
77,800

Cost to issue equity

 
(1,000
)
Payments of debt issuance costs

 
(2,537
)
Net cash provided by financing activities
35,292

 
130,839

Net increase in cash and cash equivalents
2,922

 
500

Cash and cash equivalents, beginning of the period
2,538

 
6,068

Cash and cash equivalents, end of the period
$
5,460

 
$
6,568

 
 
 
 
Supplemental information:
 
 
 
Cash paid for taxes
$
1,147

 
$
2,240

Cash paid for interest
6,143

 
10,674

Non-cash investing and financing activities:
 
 
 
Preferred stock issued for asset acquisition
$

 
$
10,795

Cost to issue equity included in accounts payable

 
1,500

Asset retirement obligation
183

 
2,235

Increase in liabilities for capital expenditures
12,425

 
1,358

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

4



Lonestar Resources US Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
Note 1. Basis of Presentation
Organization and Nature of Operations
Lonestar Resources US Inc. (“Lonestar”) is an independent oil and natural gas company focused on the development, production and acquisition of unconventional oil, natural gas liquids (“NGLs”) and natural gas properties in the Eagle Ford shale play in South Texas, primarily through our subsidiary, Lonestar Resources, Inc. Lonestar is a Delaware corporation with our common stock listed and traded on the Nasdaq Global Select Market under the symbol “LONE”.
Interim Financial Statements
The accompanying unaudited condensed consolidated financial statements of Lonestar Resources US Inc., and its subsidiaries have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. These financial statements and the notes thereto should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2017 (the “Form 10-K”). Unless indicated otherwise or the context requires, the terms “we,” “our,” “us,” “Company” or “Lonestar,” refer to Lonestar Resources US Inc. and its subsidiaries.
Accounting measurements at interim dates inherently involve greater reliance on estimates than at year end, and the results of operations for the interim periods shown in this report are not necessarily indicative of results to be expected for the year.  In management’s opinion, the accompanying unaudited condensed consolidated financial statements include all adjustments of a normal recurring nature necessary for a fair statement of our consolidated financial position as of June 30, 2018, our consolidated results of operations for the three and six months ended June 30, 2018 and 2017, and our consolidated cash flows for the six months ended June 30, 2018 and 2017.
Reclassifications
Certain prior period amounts have been reclassified to conform to the current year presentation. Such reclassifications had no impact on our reported net loss, current assets, current liabilities, total liabilities or stockholders’ equity.
Net Loss per Common Share
Basic net loss per common share is computed by dividing the net loss attributable to common stockholders by the weighted average number of common stock outstanding during the period. Diluted net loss per common share is calculated in the same manner but includes the impact of potentially dilutive securities. Potentially dilutive securities consist of warrants, equity compensation awards and preferred equity shares under the as-converted method.
The following table is a reconciliation of the weighted average shares used in the basic and diluted net loss per common share calculations for the periods indicated:
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
Basic weighted average common shares outstanding
 
24,599,744

 
21,822,015

 
24,598,345

 
21,822,015

Potentially dilutive securities
 
 
 
 
 
 
 
 
Warrants
 

 

 

 

Restricted stock units
 

 

 

 

Diluted weighted average common shares outstanding
 
24,599,744

 
21,822,015

 
24,598,345

 
21,822,015

Basic weighted average common shares exclude shares of non-vested restricted stock. As these restricted shares vest, they will be included in the shares outstanding used to calculate basic net loss per common share.

5



The following securities could potentially dilute earnings per share in the future, but were excluded from the computation of diluted net loss per share, as their effect would have been antidilutive:
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
Preferred stock
 
14,313,038

 
2,490,842

 
14,156,471

 
1,252,302

Warrants
 
760,000

 
760,000

 
760,000

 
760,000

Stock appreciation rights
 
999,643

 
682,500

 
841,948

 
487,956

Restricted stock units
 
1,002,072

 
602,000

 
726,919

 
432,796

Note 2. Recent Accounting Pronouncements
Leases. In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”), which will require organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. Additional qualitative and quantitative disclosures will also be required. ASU 2016-02 is effective for the annual period beginning after December 15, 2018, including interim periods within those fiscal years, and early adoption is permitted. Currently, entities must adopt the standard using a modified retrospective transition and apply the guidance to the earliest comparative period presented, with certain practical expedients that entities may elect to apply. Changes to processes and internal controls to meet the standard’s reporting and disclosure requirements have been identified and are being implemented. In addition to lease agreements, service contracts and other agreements are also being reviewed to determine if they contain an embedded lease. The Company continues to evaluate the expected impact of this standard update on disclosures, but does not anticipate any material changes to operating results or liquidity as a result of right-of-use assets and corresponding lease liabilities that will be recorded.
Revenue Recognition. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which created Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”). The objective of ASU 2014-09 is greater consistency and comparability across industries by using a five-step model to recognize revenue from customer contracts. Effective January 1, 2018, the Company adopted ASU 2014-09, using the modified retrospective method applied to contracts that were not completed as of January 1, 2018. Under the modified retrospective method, the Company recognizes the cumulative effect of initially applying ASU 2014-09 as an adjustment to the opening balance of accumulated deficit; however, no significant adjustment was required as a result of adopting the new standard. Results for reporting periods beginning after January 1, 2018 are presented under ASC 606. The comparative information has not been restated and continues to be reported under historic accounting standards in effect for those periods. The impact of the adoption of ASU 2014-09 is expected to be immaterial to the Company’s net income on an ongoing basis. See Note 5. Revenue Recognition, for further discussion.
Note 3. Acquisitions and Divestitures
New Corporate Headquarters
On August 2, 2017, the Company closed on the purchase of an office building in Fort Worth, Texas, with an acquisition price approximating $10 million, to which the Company relocated its corporate operations in February 2018. In light of the relocation, the Company recorded an impairment charge of $1.6 million in Other Expense on the Unaudited Condensed Consolidated Statement of Operations during the first quarter of 2018, primarily reflecting the remaining future minimum rentals of the lease for the Company’s prior corporate office from the date of relocation to the end of the remaining lease term.
Battlecat Acquisition
On June 15, 2017, the Company closed an acquisition with Battlecat Oil & Gas, LLC (“Battlecat”) whereby the Company acquired oil and gas properties in the Eagle Ford Shale play in DeWitt, Gonzales and Karnes County, Texas (the “Battlecat Acquisition”). The total purchase consideration of approximately $59.8 million consisted of $55.0 million in cash and 1,184,632 shares of Series B Convertible Preferred Stock, par value $0.001 per share (“Series B Preferred Stock”) at a value of approximately $4.8 million. Allocation of the purchase consideration was as follows: $56.3 million to proved reserves; $2.9 million to unproved reserves and $0.6 million to unevaluated acreage and other assets. Additionally, the Company recorded an asset retirement obligation of approximately $0.2 million, resulting in fair value of net assets acquired of approximately $59.6 million. The Company accounted for the acquisition as a business combination under ASC 805.

6



Acquisition-related costs of approximately $1.5 million were charged to Acquisition Costs in the Consolidated Statements of Operations. The effective date of the acquisition was April 1, 2017.
Marquis Acquisition
On June 15, 2017, the Company closed an acquisition with SN Marquis LLC (a subsidiary of Sanchez Energy Corporation) (“Marquis”) whereby the Company acquired oil and gas properties in the Eagle Ford Shale play in Fayette, Gonzales and Lavaca County, Texas (the “Marquis Acquisition”). The total purchase consideration of approximately $50.0 million consisted of $44.0 million in cash and 1,500,000 shares of Series B Preferred Stock at a value of approximately $6.0 million. Allocation of the purchase price was as follows: $48.0 million to proved reserves; $0.6 to unproved reserves and $1.4 million to land, building and other assets. Additionally, the Company recorded an asset retirement obligation of approximately $1.9 million, resulting in fair value of net assets acquired of approximately $48.1 million. The Company accounted for the acquisition as a business combination under ASC 805. Acquisition-related costs of approximately $1.2 million were charged to Acquisition Costs in the Consolidated Statements of Operations. The effective date of the acquisition was January 1, 2017.
Note 4. Commodity Price Risk Activities
The Company enters into certain commodity derivative instruments to mitigate commodity price risk associated with a portion of its future oil, NGL and natural gas production and related cash flows. The oil, NGL and natural gas revenues and cash flows are affected by changes in commodity product prices, which are volatile and cannot be accurately predicted. The objective for holding these commodity derivatives is to protect the operating revenues and cash flows related to a portion of the future oil, NGL and natural gas sales from the risk of significant declines in commodity prices, which helps ensure the Company’s ability to fund the capital budget.
Inherent in the Company’s fixed price contracts, are certain business risks, including market risk and credit risk. Market risk is the risk that the price of oil and natural gas will change, either favorably or unfavorably, in response to changing market conditions. Credit risk is the risk of loss from non-performance by the Company’s counterparty to a contract. The Company does not currently require cash collateral from any of its counterparties nor does its counterparties require cash collateral from the Company. At June 30, 2018, the Company had no open physical delivery obligations.
The following table summarizes the Company’s commodity derivative contracts as of June 30, 2018:
Commodity
 
Contract Type
 
Period
 
Volume Hedged
(Bbls/MMBtu per day)
 
Weighted Average Price
 
 
 
 
Swap
 
Floor
 
Ceiling
Oil -WTI
 
Swaps
 
July-December 2018
 
6,689

 
$
56.45

 

 

Oil -WTI
 
2-Way Collar
 
July-December 2018
 
500

 

 
$
50.00

 
$
59.45

Oil -WTI
 
Swaps
 
January-December 2019
 
4,930

 
51.21

 

 

Oil -WTI
 
Swaps
 
January-December 2020
 
1,684

 
53.02

 

 

Natural Gas - Henry Hub
 
Swaps
 
July-December 2018
 
7,393

 
3.05

 

 

During July 2018, the Company entered into additional WTI swaps for 182,500 Bbls at a strike price of $65.20 per Bbl for the period of January through December 2019, and 183,000 Bbls at a strike price of $61.65 per Bbl for the period of January through December 2020.
The Company has not designated any of the commodity derivatives as hedges under the applicable accounting standards. Consequently, all changes in fair value of these derivatives (realized and unrealized) are included in the Unaudited Condensed Consolidated Statements of Operations.
As of June 30, 2018, all of the Company’s economic derivative hedge positions were with large financial institutions, which are not known to the Company to be in default on their derivative positions. The Company is exposed to credit risk to the extent of non-performance by the counterparties in the derivative contracts discussed above; however, the Company does not anticipate non-performance by such counterparties. None of the Company’s derivative instruments contain credit-risk related contingent features.

7



Note 5. Revenue Recognition
Operating revenues are comprised of sales of crude oil, NGLs and natural gas.
In thousands
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
Oil
 
$
39,707

 
$
15,090

 
$
72,859

 
$
29,580

NGLs
 
4,410

 
1,319

 
6,143

 
2,989

Natural gas
 
3,735

 
1,726

 
5,542

 
3,182

Total operating revenues
 
$
47,852

 
$
18,135

 
$
84,544

 
$
35,751

Accounting Policies
Revenue is recognized when performance obligations under the terms of a contract with a customer are satisfied. The Company recognizes revenue when control has been transferred to the customer, generally at the time commodities reach an agreed-upon delivery point. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products and is generally based upon a negotiated formula, list or fixed price. Typically, the Company sells its products directly to customers generally under agreements with payment terms typically less than 30 days.
Oil Revenues
The Company’s crude oil sales contracts are generally structured such that Lonestar commits and dedicates for sale a specified volume of oil production from agreed-upon leases to a purchaser. Oil is sold at a contractually-specified index price plus or minus a differential, and title and control of the product generally transfers at the delivery point specified in the contract, at which point related revenue is recognized. For those leases in which Lonestar operates with other working interest owners, the Company recognizes oil revenue proportionate to its entitled share of volumes sold. Currently, all of Lonestar’s oil production comes from the Eagle Ford play in South Texas, and direct sales to four purchasers account for the majority of its oil sales.
The Company’s oil purchase contracts are generally written to provide month-to-month terms with a 30-day cancellation notice. Sales of Lonestar’s oil production are typically invoiced monthly based on actual volumes measured at the agreed-upon delivery point and stated contract pricing for the month.
NGLs and Natural Gas Revenues
The Company’s NGL and natural gas purchase contracts are generally structured such that Lonestar commits and dedicates for sale a specified volume of NGL and/or natural gas production per day from agreed-upon leases to a purchaser. NGLs and natural gas are sold at a percentage of index prices of each component less any stated deductions. Control transfers at the delivery point specified in the contract, which typically is stated as the inlet or tailgate of a plant where the produced NGLs and natural gas are processed for subsequent transportation and consumption. In certain situations, Lonestar takes processed natural gas in-kind from a processing plant for sale under a separate purchase agreement with a different delivery point. The stated delivery point determines whether certain conditioning, treating, transportation and fractionation fees associated with the sold NGLs and natural gas are treated as operating expenses (occurring before the delivery point) or as deductions to revenues (occurring after the delivery point).
For those leases in which Lonestar operates with other working interest owners, the Company recognizes NGL and natural gas revenue proportionate to its entitled share of volumes sold. Currently, all of Lonestar’s NGL and natural gas production comes from the Eagle Ford play in South Texas. Sales of Lonestar’s NGL and natural gas production is typically invoiced monthly based on actual volumes at the agreed-upon delivery point and stated contract pricing and allocations for the month.
Lonestar uses a third-party broker for its NGL and natural gas marketing. In this capacity, the third-party is responsible for carrying out marketing activities such as submission of nominations, receipt of payments, submission of invoices and negotiation of contracts. In this agreement, Lonestar retains final approval of contracts and is not entitled to sales proceeds from the third-party until they are collected from the related purchasers. Commissions payable to the third-party broker for these services are treated as operating expenses in the financial statements.

8



Production Imbalances
The Company follows the sales method of accounting for natural gas imbalances, whereby revenue is recorded based on the Company’s share of volumes sold, regardless of whether the Company has taken its proportional share of volumes produced. A receivable or liability is recognized only to the extent that the Company has an imbalance on a specific property greater than the expected remaining proved reserves. There were no imbalances at June 30, 2018 and 2017.
Significant Judgements
As noted above, the Company engages in various types of transactions in which midstream entities process its gas and subsequently market resulting NGLs and residue gas to third-party customers on Lonestar’s behalf.  These types of transactions require judgement to determine whether Lonestar is the principal or the agent in the contract and, as a result, whether revenues are recorded gross or net.
The Company has determined that each unit of product represents a separate performance obligation under the terms of its purchase contracts, and therefore, future volumes are wholly unsatisfied. Therefore, the Company has utilized the practical expedient exempting a Company from disclosure of the transaction price allocated to remaining performance obligations if the variable consideration is allocated entirely to a wholly unsatisfied performance obligation.
Prior-Period Performance Obligations
The Company records revenue in the month production is delivered to the purchaser. As noted above, settlement statements for certain NGL and natural gas sales may not be received for 30 to 60 days after the date production is delivered, and as a result, Lonestar is required to estimate the amount of production that was delivered to the purchaser and the price that will be received for the sale of the product.
The Company records the differences between its estimates and the actual amounts received for product sales in the month that payment is received from the purchaser. Lonestar has existing internal controls in place for its estimation process, and any identified differences between its revenue estimates and actual revenue received historically have not been significant. For the three and six months ended June 30, 2018, revenue recognized in the reporting period related to performance obligations satisfied in prior reporting periods was not material.
Accounts Receivable and Other
Accounts receivable – Oil, natural gas liquid and natural gas sales on our Unaudited Condensed Consolidated Balance Sheets consist of amounts due from purchasers for commodity sales from our Eagle Ford fields. Payments from purchasers are typically due by the last day of the month following the month of delivery. There was no bad debt expense for any period presented, and we do not provide an allowance for uncollectible accounts. The Company’s operations do not result in any contract assets or liabilities on the balance sheets.
Note 6. Fair Value Measurements
In accordance with ASC 820, Fair Value Measurements and Disclosures, fair value measurements are based upon inputs that market participants use in pricing an asset or liability, which are classified into two categories: observable inputs and unobservable inputs. Observable inputs represent market data obtained from independent sources, whereas unobservable inputs reflect a company’s own market assumptions, which are used if observable inputs are not reasonably available without undue cost and effort. ASC 820 prioritizes the inputs used in measuring fair value into the following fair value hierarchy:
Level 1 – Quoted prices for identical assets or liabilities in active markets.
Level 2 – Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, and inputs derived principally from or corroborated by observable market data by correlation or other means.
Level 3 – Unobservable inputs for the asset or liability. The fair value input hierarchy level to which an asset or liability measurement falls in its entirety is determined based on the lowest level input that is significant to the measurement in its entirety.

9



Non-recurring fair value measurements include certain non-financial assets and liabilities as may be acquired in a business combination and thereby measured at fair value; impaired oil and natural gas property assessments; warrants issued in equity offerings and the initial recognition of asset retirement obligations for which fair value is used. These estimates are derived from historical costs as well as management’s expectation of future cost environments. As there is no corroborating market activity to support the assumptions used, the Company has designated these estimates as Level 3.
The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2018 and December 31, 2017, for each fair value hierarchy level:
 
 
Fair Value Measurements Using
In thousands
 
Quoted Prices in Active Markets
(Level 1)
 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
 
Total
June 30, 2018 (unaudited)
 
 
Assets
 
 
 
 
 
 
 
 
Commodity derivatives
 
$

 
$
145

 
$

 
$
145

Liabilities:
 
 
 
 
 
 
 
 
Commodity derivatives
 
$

 
$
(49,756
)
 
$

 
$
(49,756
)
Warrant
 

 

 
(4,086
)
 
(4,086
)
Deferred compensation
 
(1,143
)
 

 
(1,686
)
 
(2,829
)
Total
 
$
(1,143
)
 
$
(49,611
)
 
$
(5,772
)
 
$
(56,526
)
 
 
 
 
 
 
 
 
 
December 31, 2017
 
 
Assets:
 
 
 
 
 
 
 
 
Commodity derivatives
 
$

 
$
472

 
$

 
$
472

Liabilities:
 
 
 
 
 
 
 
 
Commodity derivatives
 
$

 
$
(22,138
)
 
$

 
$
(22,138
)
Warrant
 

 

 
(1,471
)
 
(1,471
)
Deferred compensation
 

 

 
(314
)
 
(314
)
Total
 
$

 
$
(21,666
)
 
$
(1,785
)
 
$
(23,451
)
Level 3 Gains and Losses
The table below sets forth a summary of changes in the fair value of the Company’s Level 3 liabilities for the six months ended June 30, 2018:
In thousands
 
Warrant
 
Deferred Compensation
 
Total
Balance as of December 31, 2017
 
$
(1,471
)
 
$
(314
)
 
$
(1,785
)
Unrealized losses
 
(2,615
)
 
(1,372
)
 
(3,987
)
Balance as of June 30, 2018 (unaudited)
 
$
(4,086
)
 
$
(1,686
)
 
$
(5,772
)
The derivative asset and liability fair values reported in the consolidated balance sheets are as of the balance sheet date and subsequently change because of changes in commodity prices, market conditions and other factors. The Company typically has numerous hedge positions that span several time periods and often result in both derivative assets and liabilities with the same counterparty, which positions are all offset to a single derivative asset or liability in the consolidated balance sheets, including the deferred premiums associated with its hedge positions. The Company nets the fair values of its derivative assets and liabilities associated with derivative instruments executed with the same counterparty pursuant to ISDA master agreements, which provide for net settlement over the term of the contract and in the event of default or termination of the contract.
The book values of cash and cash equivalents, receivables for oil, NGL and natural gas sales, joint interest billings, notes and other receivables, accounts payable, and accrued liabilities approximate fair value due to the short-term nature of these instruments. The carrying value of debt approximates fair value since it is subject to a short-term floating interest rate that

10



approximates the rate available to the Company, except for bonds, which are recorded at amortized cost less debt issuance costs. The fair value of the 11.25% Senior Notes (as defined in Note 8 below) approximates $250.0 million as of June 30, 2018, and the notes are considered a Level 3 liability, as they are based on market transactions that occur infrequently as well as internally generated inputs.
Note 7. Accrued Liabilities
Accrued liabilities consisted of the following as of the dates indicated:
In thousands
 
June 30,
2018
(unaudited)
 
December 31,
2017
Bonus payable
 
$
1,023

 
$
2,250

Payroll payable
 
22

 
18

Accrued interest - 8.75% Senior Notes
 

 
2,768

Accrued interest -11.25% Senior Notes
 
13,828

 

Accrued interest - other
 
75

 
1,015

Accrued rent
 
312

 
156

Accrued well costs
 
8,204

 
8,386

Third party payments for joint interest expenditures
 
5,778

 

Accrued severance, property and franchise taxes
 
1,294

 
115

Accrued federal income tax
 
442

 
1,147

Other
 
541

 
728

Total accrued liabilities
 
$
31,519

 
$
16,583

Note 8. Long-Term Debt
The following long-term debt obligations were outstanding as of the dates indicated:
In thousands
 
June 30,
2018
(unaudited)
 
December 31,
2017
Senior Secured Credit Facility
 
$
84,000

 
$
142,080

8.75% Senior Notes due 2019
 

 
151,848

11.25% Senior Notes due 2023
 
250,000

 

Mortgage debt
 
9,218

 
7,891

Other
 
263

 
759

Total long-term debt
 
343,481

 
302,578

Unamortized discount
 
(5,063
)
 
(949
)
Unamortized debt issuance costs
 
(1,154
)
 
(474
)
Total long-term debt net of debt issuance costs
 
$
337,264

 
$
301,155

Senior Secured Credit Facility
In July 2015, the Company, through its subsidiary Lonestar Resources America, Inc. ("LRAI"), entered into a $500 million Senior Secured Credit Facility with Citibank, N.A., as administrative agent, and other lenders party thereto (as amended, supplemented or modified from time to time, the “Credit Facility”), which has a maturity date of July 29, 2020. As of June 30, 2018, $84.0 million was borrowed under the Credit Facility, and the weighted average interest rate on borrowings under the Credit Facility was 5.66%. The Credit Facility may be used for loans and, subject to a $2.5 million sub-limit, letters of credit, and provides for a commitment fee of 0.375% to 0.5% based on the unused portion of the borrowing base under the Credit Facility.
The Company was in compliance with the terms of the Credit Facility as of June 30, 2018.

11



In January 2018, the Company entered into the Limited Waiver, Borrowing Base Redetermination Agreement, and Amendment No. 7 to the Credit Agreement, which included the following provisions:
maintained the borrowing base of $160 million until the next redetermination date;
waived the borrowing base redetermination that would otherwise have occurred in connection with the incurrence of the 11.25% Senior Notes (see below), and
amended certain other provisions of the Credit Facility.
As a result of the the May 2018 redetermination, the borrowing base was increased from $160 million to $190 million.
Issuance of 11.25% Senior Notes
In January 2018, the Company issued $250.0 million of 11.250% senior notes due 2023 (the “11.25% Senior Notes”) to U.S.-based institutional investors. The net proceeds of $244.4 million were used to fully retire the 8.75% Senior Notes (as defined below), which included principal, interest and a prepayment premium of approximately $162.0 million. The remaining net proceeds were used to reduce borrowings under the Credit Facility.
The 11.25% Senior Notes mature on January 1, 2023, and bear interest at the rate of 11.25% per year, payable on January 1 and July 1 of each year, beginning July 1, 2018. At any time prior to January 1, 2021, the Company may, on any one or more occasions, redeem up to 35% of the aggregate principal amount of the 11.25% Senior Notes with an amount of cash not greater than the net cash proceeds of certain equity offerings at a redemption price equal to 111.25% of the principal amounts redeemed, plus accrued and unpaid interest, provided that at least 65% of the aggregate principal amount of 11.25% Senior Notes originally issued remains outstanding immediately after such redemption and the redemption occurs within 180 days of the closing date of such equity offering.
At any time prior to January 1, 2021, the Company may, on any one or more occasions, redeem all or a part of the 11.25% Senior Notes at a redemption price equal to 100% of the principal amount redeemed, plus a “make-whole” premium as of, and accrued and unpaid interest.
On and after January 1, 2021, the Company may redeem the 11.25% Senior Notes, in whole or in part, plus accrued and unpaid interest, at the following redemption prices: 108.438% after January 1, 2021; 105.625% after January 1, 2022; and 100% after July 1, 2022.
The indenture contains certain restrictions on the Company’s ability to incur additional debt, pay dividends on the Company’s common stock, make investments, create liens on the Company’s assets, engage in transactions with affiliates, transfer or sell assets, consolidate or merger, or sell substantially all of the Company’s assets.
Retirement of 8.75% Senior Notes
Using proceeds from the issuance of the 11.25% Senior Notes, as discussed above, the Company fully retired the 8.750% Senior Unsecured Notes due April 15, 2019 (“the 8.75% Senior Notes”). Pursuant to the terms of the indenture, the 8.75% Senior Notes were redeemed at 104.375% of the outstanding principal amount, or approximately $158.5 million, which excludes accrued interest. In connection with this transaction, the Company recognized a $8.6 million loss on extinguishment during the first quarter of 2018.

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Note 9. Stockholders’ Equity
Series A & B Preferred Stock
In June 2017, in connection with financing the Battlecat and Marquis Acquisitions, the Company issued 5,400 shares of Series A-1 Convertible Participating Preferred Stock, par value $0.001 per share (the “Series A-1 Preferred Stock”) and 74,600 shares of Series A-2 Convertible Participating Preferred Stock, par value $0.001 per share (the “Series A-2 Preferred Stock” and, together with the Series A-1 Preferred Stock, the “Series A Preferred Stock”), to Chambers Energy Capital (“Chambers”). Also in June 2017, in connection with the Battlecat and Marquis Acquisitions, the Company issued 1,184,632 and 1,500,000 shares of Series B Preferred Stock to Battlecat and Marquis, respectively (see Note 3, Acquisitions and Divestitures).
Pursuant to the terms of the Chambers agreement, the Company agreed to use commercially reasonable efforts to hold a stockholder meeting (the “Stockholder Meeting”) to obtain stockholder approval of the issuance of shares of the Company’s Class A voting common stock issuable upon conversion of all shares of Series A-1 Preferred Stock and Series A-2 Preferred Stock (upon their conversion to shares of Series A-1 Preferred Stock) issued or issuable pursuant to the agreement (the “Stockholder Approval”). The Stockholder Meeting was held on November 3, 2017, and Stockholder Approval was obtained. As a result of the Stockholder Approval, all outstanding Series A-2 Preferred Stock was converted to Series A-1 Preferred Stock. Also, on November 3, 2017, in accordance with the terms of the Series B Certificate of Designations, all of the outstanding shares of the Company’s Series B Preferred Stock were converted on a one-for-one basis into shares of the Company’s Class A voting common stock.
After the Chambers agreement closing, and for so long as the Approved Holders (as defined) beneficially own at least 10% of the total number of outstanding shares of Class A voting common stock and Class B non-voting common stock (collectively, “Common Stock”) of the Company, on an as-converted basis, or at least 15% of the number of Series A Preferred Stock issued to Chambers, the Company cannot undertake certain actions without the prior consent of holders of a majority of all shares of Common Stock, on an as-converted basis, held by the Approved Holders. Prior to June 15, 2020, Chambers and its affiliates are prohibited from directly or indirectly engaging in any short sales involving the Common Stock or securities convertible into, or exercisable or exchanged for, Common Stock. Without the prior written consent of the board, the Approved Holders are subject to customary standstill restrictions until the earlier of (i) the two-year anniversary of the date the Approved Holders are no longer entitled to designate any director to the Board and (ii) the date the Company fails to fully declare and pay all accrued dividends on either series of the Series A Preferred Stock after there are no PIK Quarters (as defined below) remaining. In connection with the closing and the issuance of shares of Series A Preferred Stock, the Company entered into a registration rights agreement with Chambers (the “Chambers RRA”). Under the Chambers RRA, the Company has agreed to provide to Chambers certain customary demand and piggyback registration rights relating to Chambers’ ownership of Company stock. The Chambers RRA contains customary terms and conditions, including certain customary indemnification obligations.
The Series A-1 Preferred Stock ranks senior to Class A voting common stock with respect to dividend rights and rights upon the liquidation, winding-up or dissolution of the Company, and the series initially has a stated value of $1,000 per share. Holders of Series A-1 Preferred Stock are entitled to vote with holders of Class A voting common stock on an as-converted basis. Shares of Series A-1 Preferred Stock are convertible into shares of Class A voting common stock at the option of the holders of such Series A-1 Preferred Stock at a per share rate (the “Conversion Rate”) equal to the Stated Value of such share divided by six, subject to certain adjustments (the “Conversion Price”). The Company has the option to convert Series A-1 Preferred Stock to Class A voting common stock if the volume weighted average price of Class A voting common stock exceeds the following percentages of the Conversion Price for twenty out of thirty consecutive trading days: (i) 200%, if such mandatory conversion occurs prior to June 15, 2019, (ii) 175%, if such mandatory conversion occurs after June 15, 2019 but before June 15, 2020, and (iii) 150%, if such mandatory conversion occurs after June 15, 2020.
Holders of Series A Preferred Stock are entitled to cumulative dividends payable quarterly initially at a rate of 9% per annum (the “Dividend Rate”) in cash and, for any 12 quarters (“PIK Quarters”), at the Company’s option, (i) in the form of additional shares of the respective series of Series A Preferred Stock at a per share price equal to $975 or (ii) by increasing Stated Value, in lieu of cash (collectively, the “PIK Option”). After the 12 PIK Quarters, if the Company fails to fully declare and pay dividends in cash, then the Dividend Rate for Series A Preferred Stock will automatically increase by 5.0% per annum for the next succeeding dividend period and then an additional 1.0% for each successive dividend period, up to a maximum Dividend Rate of 20.0% per annum, until the Company pays dividends at such increased rate fully in cash for two consecutive quarters. In addition to dividends rights described above, holders of the Series A Preferred Stock are entitled to receive dividends or distributions declared or paid on Class A voting common stock on an as-converted basis. If on June 15, 2024, the Prevailing Price is less than the Conversion Price then in effect, the Dividend Rate for Series A-1 Preferred Stock will automatically increase to 20.0% per annum, payable only in cash, unless automatically converted as described above. However, the Company, at its option, may instead elect to exchange each share of Series A-1 Preferred Stock for senior unsecured notes

13



of the Company with a two-year maturity, a 9.0% per annum coupon payable semi-annually in cash, and governed by terms substantially similar to the Company’s most recent high yield indenture at that time. After June 15, 2020, the Company may redeem shares of Series A Preferred Stock in cash at a per share amount equal to (i) 110% of the Stated Value, if the redemption occurs prior to June 15, 2021, (ii) 105% of the Stated Value, if the redemption occurs prior to June 15, 2022, and (iii) 100% of the Stated Value, if the redemption occurs after June 15, 2022, in each case, plus any unpaid dividends.
For the third and fourth quarters of 2017, the Company elected the PIK Option for the Class A Preferred Stock dividend payment, which resulted in the issuance of 1,991 additional shares of Series A-1 Preferred Stock and 1,977 additional shares of Series A-2 Preferred Stock, which were subsequently converted to shares of Series A-1 Preferred Stock during the fourth quarter of 2017.
For the first and second quarters of 2018, the Company also elected the PIK Option for the Class A Preferred Stock dividend payment, which resulted in the issuance of 3,821 additional shares of Series A-1 Preferred Stock during the six months ended June 30, 2018.
Common Stock Issuances
On November 3, 2017, as described above, the Company issued 2,684,632 shares of Class A voting common stock on a one-for-one basis in exchange for all of the of the Company’s outstanding Series B Preferred Stock.
Note 10. Stock-Based Compensation
Restricted Stock Units
In February 2017, the Company granted awards of restricted stock units (“RSUs”) covering 612,000 shares to certain of its employees. In August 2017, 100,000 units were granted to the Company’s chairman of the board of directors, and in October 2017, 28,409 units were granted to the Company’s internal general counsel. In April and May 2018, 585,000 and 7,500 additional units were granted to certain of its employees, respectively.
The awards vest over a three-year period as follows: 40% on the first anniversary of issuance and 30% on each of the second and third anniversaries of issuance, such that the RSU’s will be fully vested on the third anniversary of issuance. The Company determined the fair value of granted RSUs based on the market price of the Class A voting common stock of the Company on the date of grant. RSUs are paid in Class A voting common stock or cash, at the Company’s option, after the vesting of the applicable RSU. Compensation expense for granted RSUs is recognized over the vesting period.
In February 2018, the Company elected to offer cash settlement to all employees for vested RSUs and, as a result of this modification, the RSU awards are classified as a liability on the Company’s balance sheet in accordance with ASC 718, Compensation – Stock Compensation, as of June 30, 2018. As of the date of the modification, periodic compensation expense related to the awards is recognized based on the fair value of the awards, subject to a floor valuation that represents the compensation expense amount that would have otherwise been recognized had the Company not modified the terms of the award. The modification of the RSU awards resulted in $0.2 million in incremental costs to the Company for both the three and six months ended June 30, 2018. The liability for RSUs on the Unaudited Condensed Consolidated Balance Sheet as of June 30, 2018 was $1.1 million.
The following table presents RSUs activity during the six months ended June 30, 2018:
 
Shares
 
Weighted Average Remaining Contractual Term
(in years)
Non-vested RSUs at December 31, 2017
728,909

 
2.2

Granted
592,500

 
2.8

Vested
(284,200
)
 

Forfeited
(7,500
)
 

Non-vested RSUs at June 30, 2018
1,029,709

 
2.3


14



Stock Appreciation Rights
In February 2017, the Company granted awards of stock appreciation rights (“SARs”) covering 700,000 shares to certain of its employees and its non-employee directors. In April 2018, the Company granted additional awards of SARs covering 335,000 shares to certain of its employees and its non-employee directors.
The awards vest over a three-year period as follows: 40% on the first anniversary of issuance and 30% on each of the second and third anniversaries of issuance, such that the SAR’s will be fully vested on the third anniversary of issuance. The SARs will expire five-years after the date of issuance. The exercise price of the SAR is the fair market value of the Company’s Class A voting common stock on the date of the grant. The SAR entitles the holder to receive from the Company, upon exercise of the exercisable portion of the SAR, an amount determined by multiplying the excess of the fair market value of one share on the date of exercise over the exercise price per share by the number of shares with respect to which the SAR is exercised. SARs will be paid in cash or common stock at holder’s election once the SAR is vested, with the provision that the Company possesses sufficient liquidity to allow for cash settlement of the SAR. The SARs are accounted for as a liability on the Unaudited Condensed Consolidated Balance Sheets, which was approximately $1.7 million as of June 30, 2018.
The following table presents SARs activity during the six months ended June 30, 2018:
 
Shares
 
Weighted Average Exercise Price Per Share
 
Weighted Average Remaining Contractual Term
(in years)
Outstanding at December 31, 2017
690,000

 
$
7.20

 
4.3

SARs vested and exercisable at December 31, 2017

 

 

Granted
335,000

 
4.46

 
4.8

Exercised

 

 

Expired/forfeited
(7,500
)
 

 

Outstanding at June 30, 2018
1,017,500

 
$
6.30

 
4.0

SARs vested and exercisable at June 30, 2018
280,000

 
$
7.20

 
3.6

Stock-Based Compensation Expense
For the three and six months ended June 30, 2018, the Company recorded stock-based compensation expenses of approximately $2.3 million and $2.7 million, respectively, related to RSUs and SARs. As of June 30, 2018, the total unrecognized stock-based compensation cost to be recognized over the next three years is approximately $9.2 million.
Note 11. Related Party Activities
Leucadia
In August 2016, LRAI and the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Juneau, as initial purchaser, Leucadia as guarantor of Juneau’s obligations, the other purchasers party thereto and Jefferies, LLC, in its capacity as the collateral agent for the purchasers, relating to the issuance and sale of (i) up to $49.9 million aggregate principal amount of LRAI’s 12% senior secured second lien notes due 2021 (“Second Lien Notes”) and (ii) five-year warrants to purchase up to an aggregate 998,000 shares of the Company’s Class A voting common stock at a price equal to $5.00 per share (the “Warrants”). During 2016, LRAI issued $25.0 million in aggregate principal amount of Second Lien Notes and the Company issued Warrants to purchase 500,000 shares of its Class A voting common stock to Juneau. In December 2016, LRAI repaid to Juneau $21.0 million principal of the Second Lien Notes.
In connection with entering into the Purchase Agreement, the Company also entered into a registration rights agreement and an equity commitment agreement. Pursuant to the registration rights agreement, the Company had agreed to register for resale certain Class A voting common stock issued or issuable to Juneau and Leucadia, including those issuable upon exercise of the Warrants. The Form S-3 registration statement was filed with the Securities and Exchange Commission on November 7, 2017, and is effective. Leucadia agreed, pursuant to the equity commitment agreement, to purchase a certain number of Class A voting common stock in case the Company elected to pursue an equity offering prior to December 31, 2016. Pursuant to the

15



equity commitment agreement, Leucadia purchased 3,478,261 shares of Class A voting common stock (costing $20 million) through a common stock offering, which closed in December 2016. In connection with Leucadia’s equity commitment, the Company paid Leucadia in January 2017 a $1.0 million fee, which was recorded as a reduction to additional paid-in capital. In the event Leucadia purchased not less than its commitment amount, the Company agreed to use commercially reasonable efforts to enter into arrangements to provide Leucadia with the right to appoint one director to the Board of the Company, provided that such right will terminate at such time as Leucadia and its affiliates own a number of shares of Class A voting common stock equal to less than 50% of the shares purchased by Leucadia and its affiliates in such offering. Leucadia has elected to take an observer position on the board of directors, with no voting rights.
EF Realisation
In October 2016, the Company entered into a Board Representation Agreement (the “Board Representation Agreement”) with EF Realisation Company Limited (“EF Realisation”). Under the Board Representation Agreement, for as long as EF Realisation, together with its affiliates, beneficially owns 15% or more of the issued and outstanding shares of the Company’s Class A voting common stock, it has the right to nominate up to, but no more than, two directors to serve on the Board and for as long as EF Realisation, together with its affiliates, beneficially owns at least 10% but less than 15% of the Company’s issued and outstanding shares of Class A voting common stock, it has the right to nominate up to, but no more than, one director to serve on the Board.
Also in October 2016, the Company entered into a Registration Rights Agreement with EF Realisation, pursuant to which the Company agreed to register for resale Class A voting common stock indirectly owned by EF Realisation. The Form S-3 registration statement was filed with the Securities and Exchange Commission on November 7, 2017 and is effective. The Company has also granted EF Realisation certain piggyback and demand registration rights.
Amendment of Registration Rights Agreement
In connection with the Battlecat and Marquis acquisitions, in June 2017, the Company entered into (i) a first amendment to the registration rights agreement (the “Leucadia RRA Amendment”) with Leucadia and JETX Energy, LLC (f/k/a Juneau Energy, LLC), which amends the registration rights agreement by and among the same parties, and (ii) a first amendment to registration rights agreement (the “EF RRA Amendment” and, together with the Leucadia RRA Amendment, the “RRA Amendments”) with EF Realisation, which amends the registration rights agreement from October 2016 by and between the same parties. The RRA Amendments set forth the relative priorities, with respect to demand and piggyback registration rights, among each applicable party thereto, Battlecat, Marquis and Chambers under their respective registration rights agreements with the Company.
Other Related Party Transactions
New Tech Global Ventures, LLC, a company in which Daniel R. Lockwood (a director of the Company) owns a limited partnership interest, has provided field engineering staff and consultancy services for the Company since 2013. The total cost for such services was approximately $339 thousand and $156 thousand for the three months ended June 30, 2018 and 2017, respectively, and $674 thousand and $388 thousand for the six months ended June 30, 2018 and 2017, respectively.
Note 12. Commitments and Contingencies
In February 2018, the Company signed a rig under contract, the original term of which was completed during the second quarter of 2018. As of August 2018, the terms of the extended contract provide for a drilling rate of $22.5 thousand per day with either party eligible to terminate the contract with 30 days' notice.
In March 2018, the Company signed a dedicated fleet contract that provides for hydraulic fracturing and wireline services at variable rates depending on the work performed. The early termination fee equals $133 thousand for each scheduled wells that is not hydraulically fractured as of the date of termination. The contract expires on December 31, 2018. As of August 2018, the Company is currently hydraulically fracturing three wells with a balance of three wells from the original contract remaining. The Company has the ability to extend the contract on any additional wells added to the 2018 drilling schedule.

16



Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis should be read in conjunction with our Unaudited Condensed Consolidated Financial Statements and Notes thereto included herein and our Consolidated Financial Statements and Notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2017 (the “Form 10-K”), along with Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in the Form 10-K. Any terms used but not defined herein have the same meaning given to them in the Form 10-K. Our discussion and analysis includes forward-looking information that involves risks and uncertainties and should be read in conjunction with Risk Factors under Item 1A of the Form 10-K, along with Forward Looking Information at the end of this section for information on the risks and uncertainties that could cause our actual results to be materially different than our forward-looking statements.
OVERVIEW
We are an independent oil and natural gas company, focused on the development, production and acquisition of unconventional oil, natural gas liquids (“NGLs”) and natural gas properties in the Eagle Ford shale play in South Texas, where we have accumulated approximately 80,944 gross (60,037 net) acres in what we believe to be the formation’s crude oil and condensate windows, as of June 30, 2018. We operate in one industry segment, which is the exploration, development and production of oil, NGLs and natural gas. Our current operational activities and consolidated revenues are generated from markets exclusively in the United States, and, as of June 30, 2018, we had no long-lived assets located outside the United States.
Second Quarter 2018 Operational Summary
During the second quarter of 2018, the Company reported production of 11,140 Boe/d. This is a 98% increase from the 5,635 Boe/d reported for the second quarter of 2017, consisting of approximately 57% crude oil, 22% NGLs and 21% natural gas. This production increase was driven by the 81 gross / 75.2 net wells acquired for $116.6 million that closed June 15, 2017 and continued incremental production brought online by our Eagle Ford development program as well as continue excellence in the Company's drilling and completion program. During the three months ended June 30, 2018, the Company drilled and completed 5.0 gross / 4.4 net wells. The first three wells, the Georg #18H, Georg #19H and Georg #20H, came online in May and were some of the Company’s highest oil producing wells over their first 30 days of production, producing on average 807 Bopd. The second two wells, the Horned Frog NW #2H and Horned Frog NW #3H were brought online in June and produced during the last 18 days of the quarter. These wells have recently established average 30-day production rates of 1,080 Boe/d, consisting of 562 barrels of oil per day, 179 barrels of natural gas liquids per day and 2,039 Mcf per day of natural gas. This marked the first time the Company has drilled and completed wells at either the Georg or Horned Frog NW locations and the results look promising.
Recent Developments Regarding Lonestar Properties
Eagle Ford Shale Trend - Western Region
Asherton
In July 2018, Lonestar commenced drilling the Asherton #1H and Asherton #3H with planned total measured depths of approximately 17,680 feet. We project that these wells will have perforated intervals of approximately 10,800 feet. Drilling operations have been completed ahead of schedule and fracture stimulation operations are scheduled for October 2018. Lonestar owns a 99% WI and 75% NRI in these two wells.
Beall Ranch
In Dimmit County, no new wells were completed during the three months ended June 30, 2018. The Beall Ranch leasehold is held by production, and Lonestar does not currently plan any drilling activity here in 2018.
Burns Ranch Area
At the Burns Ranch leasehold in La Salle County, no new wells were completed during the three months ended June 30, 2018. The Burns Ranch leasehold is held by production, and Lonestar does not currently plan any drilling activity here as part of its 2018 drilling and completion budget.

17



Horned Frog
In La Salle County, the Company further expanded its Eagle Ford footprint by completing its first two locations at Horned Frog North West. The Horned Frog North West #2H and #3H commenced flowback operations in June, 2018. Results of these wells have been encouraging and have a higher concentration of oil (~52%) than the legacy Horned Frog acreage located to the South. The #2H and #3H wells were drilled to measured depths of 17,560 feet and 17,440 feet, respectively and were fracture-stimulated in engineered completions with an average proppant concentration of 2,030 pounds per foot across an average of 25 stages per well utilizing diverters. The Horned Frog NW #2H, which has a perforated interval of 7,489 feet, continues to be choke-managed, and produced at a Max 30-day production rate of 1,110 Boe/d, consisting of 573 barrels of oil per day, 185 barrels of natural gas liquids per day, and 2,113 Mcf/d of natural gas on a 22/64” choke. The Horned Frog NW #3H, which has a perforated interval of 7,331 feet, and continues to be choke-managed at a Max 30-day production rate of 1,050 Boe/d, consisting of 551 barrels of oil per day, 172 barrels of natural gas liquids per day, and 1,964 Mcf/d of natural gas. Both of these wells are outperforming internal projections, particularly with respect to higher-than-expected oil rates. Lonestar holds a 100% WI and 75% NRI in these wells and has an additional 5 drilling locations offsetting these wells.
Lonestar owns a 100% WI in the Horned Frog G #1H and Horned Frog H #1H, which were placed onstream in March 2018. These wells have now been producing for in excess of four months and the results continue to outperform projections. After registering Max-30 IP’s averaging 2,095 Boe/d, these wells continue to exhibit robust deliverability on a constant choke. During the first 120 days of production, the Horned Frog G #1H has produced cumulative production of 47,820 barrels of oil, 818,390 Mcf of natural gas, or 240,975 barrels of oil equivalent on a three-stream basis or 2,008 Boe/d over its first 120 days of production. Over the same period, the Horned Frog H #1H has produced cumulative production of 44,235 barrels of oil, 753,898 Mcf of natural gas, or 222,171 barrels of oil equivalent on a three-stream basis or 1,851 Boe/d over its first 120 days of production. To date, these are the two highest producing wells through the first 120 days of production in the Company’s history and are outperforming Third-Party projections by 15%.
Eagle Ford Shale Trend - Central Region
Cyclone
In July 2018, the Company completed drilling operations on the Cyclone DM #13H and Cyclone DM #14H to total measured depths of 20,205 feet and 19,685 feet, respectively. The Cyclone DM #13H and #14H wells were fracture-stimulated in engineered completions with an average proppant concentration of 1,590 pounds per foot over 35 stages and 34 stages, respectively. The Cyclone DM #13H was completed with a perforated interval of 10,056 feet and tested 577 Bbls/d of oil and 329 Mcf/d of natural gas, or 652 Boe/d (three-stream) on a 28/64’’ choke. The Cyclone DM #14H was completed with a perforated interval of 9,600 feet and tested 635 Bbls/d of oil and 362 Mcf/d of natural gas, or 718 Boe/d (three-stream) on a 28/64’’ choke. Lonestar owns a 100% WI and 78.5% NRI in these wells.
Hawkeye
Lonestar owns an 87.5% WI in the Hawkeye #1H and Hawkeye #2H, which were placed onstream in January 2018. In May, these wells were put on jet pump which actually increased production by an average of 17% vs. the prior 30 day period. The Hawkeye wells have continued to break away from forecast, outperforming Third-Party projections by 23%. Now online for 180 days, the Hawkeye #1H has produced cumulative production of 115,800 barrels of oil, 63,517 Mcf of natural gas, or 130,356 barrels of oil equivalent on a three-stream basis, or 724 Boe/d over its first 180 days of production. Over the same period, the Hawkeye #2H has produced cumulative production of 99,335 barrels of oil, 53,615 Mcf of natural gas, or 111,620 barrels of oil equivalent on a three-stream basis or 617 Boe/d. The Company recently acquired approximately 976 gross / 976 net acres which is contiguous to its Hawkeye leasehold, which can accommodate 7 additional locations. Lonestar plans to drill two laterals on this newly acquired leasehold which are projected to average approximately 8,700’ of perforated interval. We expect to commence drilling operations on these two wells in August and place these wells onstream in November, 2018.

18



Karnes County
In May 2018, the Company completed the Georg EF #18H, Georg EF #19H, and Georg EF #20H to an average total measured depth of approximately 15,450 feet. The Georg EF #18H, which has a perforated interval of 5,896 feet, produced at a Max 30-day production rate of 895 Boe/d, consisting of 775 barrels of oil per day, 64 barrels of natural gas liquids per day, and 336 Mcf per day of natural gas. The Georg EF #19H, which has a perforated interval of 6,116 feet, produced at a Max 30-day production rate of 898 Boe/d, consisting of 781 barrels of oil per day, 62 barrels of natural gas liquids per day, and 327 Mcf per day of natural gas. The Georg EF #20H, which has a perforated interval of 5,979 feet, produced at a Max 30-day production rate of 1,052 Boe/d, consisting of 925 barrels of oil per day, 68 barrels of natural gas liquids per day, and 356 Mcf per day of natural gas. Lonestar owns an 80% WI and 61% NRI in these wells. To date, these wells have outperformed the projections of our independent petroleum engineer.
Current Operations
Lonestar plans to bring six more wells in the Central Region into production during the third quarter of 2018. In Karnes County, the Georg #24H, Georg #25H, and Georg #26H have total measured depths of 15,450 feet, 15,500 feet and 15,495 feet, respectively. Fracture stimulation has commenced and these wells are expected to begin flowback operations in mid-August. Lonestar owns an 80% WI and 61% NRI in these wells. In Gonzales County, the Culpepper #3-2H, Culpepper #3-3H, and Culpepper #4-4H, which were also drilled on leasehold obtained in the Battlecat acquisition, were drilled to total measured depths of 15,380 feet, 15,325 feet and 15,280 feet, respectively. Fracture stimulation is set to begin in August and flowback operations are forecast to begin in mid-September. Lonestar owns an 80% WI and 60% NRI in these wells.
Pirate
In Wilson County, no new wells were completed during the three months ended June 30, 2018. The Pirate leasehold is held by production, and Lonestar does not currently plan any drilling activity here in 2018.
Eagle Ford Shale Trend - Eastern Region
Brazos & Robertson Counties
In Brazos County, no new wells were completed during the three months ended June 30, 2018. Lonestar is currently discussing drilling one well on our partners leasehold. Lonestar does not currently have drilling activity budgeted here in 2018.

19



RESULTS OF OPERATIONS
Certain of our operating results and statistics for the three and six months ended June 30, 2018 and 2017 are summarized below:
In thousands, except per share and unit data
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
Operating revenues
 
 
 
 
 
 
 
 
Oil
 
$
39,707

 
$
15,090

 
$
72,859

 
$
29,580

NGLs
 
4,410

 
1,319

 
6,143

 
2,989

Natural gas
 
3,735

 
1,726

 
5,542

 
3,182

Total operating revenues
 
$
47,852

 
$
18,135

 
$
84,544

 
$
35,751

Total production volumes by product
 
 
 
 
 
 
 
 
Oil (Bbls)
 
580,398

 
324,324

 
1,097,041

 
616,848

NGLs (Bbls)
 
221,858

 
91,364

 
308,786

 
174,846

Natural gas (Mcf)
 
1,268,813

 
582,582

 
1,848,010

 
1,170,346

Total barrels of oil equivalent (BOE)
 
1,013,740

 
512,785

 
1,713,708

 
986,812

Daily production volumes by product
 
 
 
 
 
 
 
 
Oil (Bbls/d)
 
6,378

 
3,564

 
6,061

 
3,408

NGLs (Bbls/d)
 
2,438

 
1,004

 
1,706

 
966

Natural gas (Mcf/d)
 
13,943

 
6,402

 
10,210

 
6,466

Total barrels of oil equivalent (BOE/d)
 
11,140

 
5,635

 
9,468

 
5,452

Average realized prices
 
 
 
 
 
 
 
 
Oil ($ per Bbl)
 
$
68.41

 
$
46.52

 
$
66.41

 
$
47.95

NGLs ($ per Bbl)
 
19.88

 
14.43

 
19.89

 
17.10

Natural gas ($ per Mcf)
 
2.94

 
2.96

 
3.00

 
2.72

Total oil equivalent, excluding the effect from hedging ($ per BOE)
 
47.20

 
35.36

 
49.33

 
36.23

Total oil equivalent, including the effect from hedging ($ per BOE)
 
40.69

 
38.57

 
43.40

 
38.31

Operating and other expenses
 
 
 
 
 
 
 
 
Lease operating and gas gathering
 
$
6,490

 
$
3,521

 
$
11,074

 
$
6,477

Production and ad valorem taxes
 
2,761

 
1,077

 
4,927

 
2,114

Depreciation, depletion and amortization
 
19,464

 
12,551

 
35,027

 
24,693

General and administrative
 
5,305

 
3,600

 
8,724

 
6,281

Interest expense
 
9,298

 
8,819

 
18,555

 
13,851

Operating and other expenses per BOE
 
 
 
 
 
 
 
 
Lease operating and gas gathering
 
$
6.40

 
$
6.87

 
$
6.46

 
$
6.56

Production and ad valorem taxes
 
2.72

 
2.10

 
2.88

 
2.14

Depreciation, depletion and amortization
 
19.20

 
24.48

 
20.44

 
25.02

General and administrative
 
5.23

 
7.02

 
5.09

 
6.36

Interest expense
 
9.17

 
17.20

 
10.83

 
14.04

Production
The table below summarizes our production volumes for the three and six months ended June 30, 2018 and 2017:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
Change
 
2018
 
2017
 
Change
Oil (Bbls/d)
6,378

 
3,564

 
79
%
 
6,061

 
3,408

 
78
%
NGLs (Bbls/d)
2,438

 
1,004

 
143
%
 
1,706

 
966

 
77
%
Natural gas (Mcf/d)
13,943

 
6,402

 
118
%
 
10,210

 
6,466

 
58
%
Total (BOE/d)
11,140

 
5,635

 
98
%
 
9,468

 
5,452

 
74
%

20



Total production during the second quarter of 2018 averaged 11,140 BOE per day, an increase of 98%, or 5,505 BOE per day, compared to the same period in 2017. Total production during first six months of 2018 averaged 9,468 BOE per day, an increase of 74%, or 4,016 BOE per day, compared to the same period in 2017. These increases were primarily due to incremental production from the Battlecat and Marquis acquisitions that closed in June 2017 and strong well results from our recent development drilling in the Eagle Ford shale.
Oil, Natural Gas Liquid and Natural Gas Revenues
The table below summarizes our production revenues for the three and six months ended June 30, 2018 and 2017:
In thousands
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
Change
 
2018
 
2017
 
Change
Oil
 
$
39,707

 
$
15,090

 
163
%
 
$
72,859

 
$
29,580

 
146
%
NGLs
 
4,410

 
1,319

 
234
%
 
6,143

 
2,989

 
106
%
Natural gas
 
3,735

 
1,726

 
116
%
 
5,542

 
3,182

 
74
%
Total operating revenues
 
$
47,852

 
$
18,135

 
164
%
 
84,544

 
$
35,751

 
136
%
Our oil, NGL and natural gas revenues during the three months ended June 30, 2018 increased $29.7 million, or 164%, compared to those revenues for the same period in 2017. For the six months ended June 30, 2018, oil, NGL and natural gas revenues increased $48.8 million, or 136%, compared to those revenues for the same period in 2017. The changes in our oil, NGL and natural gas revenues are due to changes in production quantities and commodity prices (excluding any impact of our commodity derivative contracts), as reflected in the following table:
In thousands
 
Three months ended June 30, 2018 vs. 2017
 
Six months ended June 30, 2018 vs. 2017
 
Increase in Revenues
 
Percentage Increase in Revenues
 
Increase in Revenues
 
Percentage Increase in Revenues
Change in oil, NGL and natural gas revenues due to:
 
 
 
 
 
 
 
 
Increase in production
 
$
17,714

 
60
%
 
$
26,335

 
54
%
Increase in commodity prices
 
12,003

 
40
%
 
22,458

 
46
%
Total increase in oil, NGL and natural gas revenues
 
$
29,717

 
100
%
 
$
48,793

 
100
%
Excluding the impact of our commodity derivative contracts, our net realized commodity prices and NYMEX differentials were as follows during the three and six months ended June 30, 2018 and 2017:
Average net realized price
Three Months Ended June 30,
 
Six Months Ended June 30,
2018
 
2017
 
Change
 
2018
 
2017
 
Change
Oil ($/Bbl)
$
68.41

 
$
46.52

 
47
 %
 
$
66.41

 
$
47.95

 
38
%
NGLs ($/Bbls)
19.88

 
14.43

 
38
 %
 
19.89

 
17.10

 
16
%
Natural gas ($/Mcf)
2.94

 
2.96

 
(1
)%
 
3.00

 
2.72

 
10
%
Total ($/BOE)
47.20

 
35.36

 
33
 %
 
49.33

 
36.23

 
36
%
Average NYMEX differentials
 
 
 
 


 
 
 
 
 


Oil per Bbl
$
0.47

 
$
(1.72
)
 
127
 %
 
$
1.00

 
$
(2.09
)
 
148
%
Natural gas per Mcf
0.11

 
(0.09
)
 
222
 %
 
0.05

 
(0.30
)
 
117
%
The average wellhead price for our production in the three months ended June 30, 2018 was $47.20 per BOE, a 34% increase compared to the average price in the comparable period in 2017. The average wellhead price for our production in the six months ended June 30, 2018 was $49.33 per BOE, a 36% increase compared to the average price in the comparable period in 2017. Reported wellhead realizations were driven higher by significant increases in both the crude oil benchmark prices between the periods, as well as improvements in differentials to those benchmarks which we were successful in negotiating with our hydrocarbon purchasers, slightly decreased by a higher ratio of natural gas production in 2018, which typically carries a lower realized price than oil and NGLs on a per BOE basis.

21



Commodity Derivative Contracts
Our realized net loss on commodity derivative contracts was $6.6 million and $10.2 million for the three and six months ended June 30, 2018, respectively, resulting from oil prices that were above the strike prices of our oil swap contracts. We realized gains of $1.6 and $2.0 million for the three and six months ended June 30, 2017, resulting from oil and natural gas prices that were below our oil and natural gas swap contracts. We realized an average loss of $6.51 per BOE and $5.93 per BOE on our oil and natural gas swaps and 2-way oil collar contracts during the three and six months ended June 30, 2018, respectively, as compared to an average gain of $3.21 per BOE and $2.08 per BOE for the three and six months ended June 30, 2017, respectively. Our oil volumes hedged for the three months ended Jun 30, 2018 were 3% lower as compared to the three months ended June 30, 2017.
Production Expenses
The table below presents detail of production expenses and general and administrative ("G&A") expenses for the three and six months ended June 30, 2018 and 2017:
In thousands, except expense per BOE
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
Change
 
2018
 
2017
 
Change
Production expenses
 
 
 
 
 
 
 
 
 
 
 
 
Lease operating and gas gathering
 
$
6,490

 
$
3,521

 
84
 %
 
$
11,074

 
$
6,477

 
71
 %
Production and ad valorem taxes
 
2,761

 
1,077

 
156
 %
 
4,927

 
2,114

 
133
 %
Depreciation, depletion and amortization
 
19,464

 
12,551

 
55
 %
 
35,027

 
24,693

 
42
 %
General and administrative
 
5,305

 
3,600

 
47
 %
 
8,724

 
6,281

 
39
 %
Production expenses per BOE
 
 
 
 
 


 
 
 
 
 


Lease operating and gas gathering
 
$
6.40

 
$
6.87

 
(7
)%
 
$
6.46

 
$
6.56

 
(2
)%
Production and ad valorem taxes
 
2.72

 
2.10

 
30
 %
 
2.88

 
2.14

 
35
 %
Depreciation, depletion and amortization
 
19.20

 
24.48

 
(22
)%
 
20.44

 
25.02

 
(18
)%
General and administrative per BOE
 
5.23

 
7.02

 
(25
)%
 
5.09

 
6.36

 
(20
)%
Lease Operating and Gas Gathering
The table below provides detail of our lease operating and gas gathering expense for the three and six months ended June 30, 2018 and 2017:
In thousands
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
Change
 
2018
 
2017
 
Change
Lease operating
 
$
5,694

 
$
3,212

 
77
%
 
$
9,834

 
$
5,873

 
67
%
Gathering, processing and transportation
 
796

 
309

 
158
%
 
1,240

 
604

 
105
%
Total lease operating and gas gathering expense
 
$
6,490

 
$
3,521

 
84
%
 
$
11,074

 
$
6,477

 
71
%
Lease operating expenses are the costs incurred in the operation of producing properties and workover costs. Expenses for direct labor, water injection and disposal, utilities, materials and supplies comprise the most significant portion of our lease operating expenses. Lease operating expenses do not include general and administrative expenses or production and ad valorem taxes.
Our lease operating and gas gathering expense increased 84%, or $3.0 million, for the three months ended June 30, 2018, to $6.5 million from $3.5 million in the comparable period in 2017. On a six-month comparative basis, these expenses increased $4.6 million, or 71%, from $6.5 million in 2017 to $11.1 million in 2018. On a unit-of-production basis, lease operating and gas gathering expense decreased 7%, or $0.47 per BOE, from $6.87 per BOE in the three months ended June 30, 2017 to $6.40 per BOE in the three months ended June 30, 2017. For the six-month comparative, these expenses decreased 2%, or $0.10 per BOE, from $6.56 per BOE in 2017 to $6.46 per BOE in 2018. The increase in total lease operating costs is due to additional operating costs related to additional production acquired in the Battlecat and Marquis transactions in June 2017, as well as costs related to the continuing incremental production brought online by our Eagle Ford development program. Decreases on a unit-of-production basis reflect Lonestar's continued focus on operating efficiencies and leveraging the economies of scale afforded by increased production concentrated in the Eagle Ford.

22



Compared to the first quarter of 2018, lease operating and gas gathering expense for the three months ended June 30, 2018 increased $1.9 million, or 42%. On a unit of production basis, our lease operating expenses decreased 2%, or $0.15 per BOE from the first quarter of 2018. The increase in total costs reflects the additional operating costs incurred by additional production in the second quarter of 2018, which in-turn was the result of operating a second drilling rig during the quarter and highly-productive new wells, while maintaining lease operating costs relatively flat on a per BOE basis quarter-to-quarter.
Production and Ad Valorem Taxes
Production and ad valorem taxes are paid on produced crude oil and natural gas based upon a percentage of gross revenues or at fixed rates established by state or local taxing authorities. In general, the production taxes we pay correlate to the changes in oil and natural gas revenues. We are also subject to ad valorem taxes in the counties where our production is located. Ad valorem taxes are generally based on the valuation of our oil and natural gas properties.
Our production and ad valorem tax expense increased $1.7 million, or 156%, in the three months ended June 30, 2018, to $2.8 million from $1.1 million in the comparable period in 2017. On a six-month comparative basis, these expenses increased $2.8 million, or 133%, from $2.1 million in 2017 to $4.9 million in 2018. On a unit-of-production basis, production and ad valorem tax expense increased 30%, or $0.62 per BOE, from $2.10 per BOE in the three months ended June 30, 2017 to $2.72 per BOE in the three months ended June 30, 2018. On a six-month comparative basis, these expenses increased 35%, or $0.74 per BOE, from $2.14 per BOE in 2017 to $2.88 per BOE in 2018. These increases are attributable to increases in valuations of our producing assets as well as higher commodity prices received for our production.
Compared to the first quarter of 2018, production and ad valorem taxes for the three months ended June 30, 2018 increased $0.6 million, or 27%. On a unit of production basis, our production and ad valorem taxes decreased 12%, or $0.37 per BOE, from the first quarter of 2018.
Depreciation, Depletion and Amortization (“DD&A”)
The table below provides detail of our DD&A expense for the three and six months ended June 30, 2018 and 2017.
In thousands
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
Change
 
2018
 
2017
 
Change
DD&A of proved oil and gas properties
 
$
19,140

 
$
12,339

 
55
%
 
$
34,425

 
$
24,301

 
42
%
Depreciation of other property and equipment
 
280

 
174

 
61
%
 
515

 
334

 
54
%
Accretion of asset retirement obligations
 
44

 
38

 
16
%
 
87

 
58

 
50
%
Total depreciation, depletion and amortization
 
$
19,464

 
$
12,551

 
55
%
 
$
35,027

 
$
24,693

 
42
%
Capitalized costs attributed to our proved properties are subject to depreciation and depletion. Depreciation and depletion of the cost of oil and natural gas properties is calculated using the unit-of-production method aggregating properties on a field basis. For leasehold acquisition costs and the cost to acquire proved properties, the reserve base used to calculate depreciation and depletion is the sum of proved developed reserves and proved undeveloped reserves. For development costs, the reserve base used to calculate depletion and depreciation is proved developed reserves only. Other property and equipment are carried at cost, and depreciation is calculated using the straight-line method over the estimated useful lives of the assets, ranging from three to five years.
DD&A expense for the three months ended June 30, 2018 was $19.5 million, a 55% increase from $12.6 million in the comparable period in 2017. On a six-month comparative basis, these expenses increased $10.3 million, or 42%, from $24.7 million in 2017 to $35.0 million in 2018. This increase is due to an increase in depletable costs associated with our reserve base arising from our Battlecat and Marquis acquisitions in June 2017, as well as continued development of our properties in the Eagle Ford. On a unit-of-production basis, DD&A decreased 22%, or $5.28 per BOE, from $24.48 per BOE for the three months ended June 30, 2017 to $19.20 per BOE for the three months ended June 30, 2018.
Compared to the first quarter of 2018, DD&A for the three months ended June 30, 2018 increased $3.9 million, or 25%. On a unit of production basis, DD&A decreased 14%, or $3.04 per BOE, from the first quarter of 2018.


23



General and Administrative
G&A expense increased $1.7 million, or 47%, to $5.3 million in the three months ended June 30, 2018, from $3.6 million from the comparable period in 2017. On a six-month comparative basis, these expenses increased $2.4 million, or 39%, from $6.3 million in 2017 to $8.7 million in 2018. These increases reflect higher stock-based compensation expense for the 2018 periods (discussed below). On a unit-of-production basis, G&A expense decreased 25%, or $1.79 per BOE, from $7.02 per BOE in the three months ended June 30, 2017 to $5.23 per BOE in the three months ended June 30, 2018. On a six-month comparative basis, these expenses decreased 20%, or $1.27 per BOE, from $6.36 per BOE in 2017 to $5.09 per BOE in 2018.
Compared to the first quarter of 2018, G&A expense for the three months ended June 30, 2018 increased $1.9 million, or 56%. On a unit of production basis, G&A increased 7%, or $0.36 per BOE, from the first quarter of 2018.
Stock-based compensation included in G&A was $2.3 million for the three months ended June 30, 2018, versus $0.5 million for the three months ended June 30, 2018. On a six-month comparative basis, these expenses increased $2.1 million, from $0.6 million in 2017 to $2.7 million in 2018. This increase was due to higher valuations of the Company's unvested restricted stock units and stock appreciation rights as of June 30, 2018.
Interest Expense
The table below provides detail of the interest expense for our various long-term obligations for the three and six months ended June 30, 2018 and 2017.
In thousands
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
Change
 
2018
 
2017
 
Change
Interest expense on 8.75% Senior Notes
 
$

 
$
3,322

 
(100
)%
 
$

 
$
6,680

 
(100
)%
Interest expense on 11.25% Senior Notes
 
6,797

 

 
N/A

 
13,828

 

 
N/A

Interest expense on Second Lien Notes
 

 
1,517

 
(100
)%
 

 
2,016

 
(100
)%
Interest expense on Credit Facility
 
1,316

 
1,124

 
17
 %
 
$
2,401

 
1,704

 
41
 %
Other interest expense
 
155

 
8

 
1,838
 %
 
244

 
17

 
1,335
 %
Total cash interest expense (1)
 
$
8,268

 
$
5,971

 
38
 %
 
$
16,473

 
$
10,417

 
58
 %
Amortization of debt issuance costs and discounts
 
1,030

 
2,848

 
(64
)%
 
2,082

 
3,434

 
(39
)%
Total interest expense
 
$
9,298

 
$
8,819

 
5
 %
 
$
18,555

 
$
13,851

 
34
 %
Per BOE:
 
 
 
 
 
 
 
 
 
 
 
 
Total cash interest expense
 
$
8.15

 
$
11.64

 
(30
)%
 
$
9.61

 
$
10.56

 
(9
)%
Total interest expense
 
9.17

 
17.20

 
(47
)%
 
10.83

 
14.04

 
(23
)%
(1) Cash interest is presented on an accrual basis.
Our total interest expense in the three months ended June 30, 2018 was $9.3 million, a 5% increase from $8.8 million in the comparable period in 2017. On a six-month comparative basis, these expenses increased $4.7 million, or 34%, from $13.9 million in 2017 to $18.6 million in 2018. These increases are primarily due to a combination of higher stated interest rates and principal on the new 11.25% Senior Notes (as defined below) versus the 8.75% Senior Notes (as defined below) that were retired in January 2018, as well as higher floating rates on our Credit Line (as defined below), offset by lower non-cash interest expense in 2018.
On a unit-of-production basis, total interest expense decreased by 47%, or $8.03 per BOE, from $17.20 per BOE in the three months ended June 30, 2017 to $9.17 per BOE in the three months ended June 30, 2018. On a six-month comparative basis, these expenses decreased 23%, or $3.21 per BOE, from $14.04 per BOE in 2017 to $10.83 per BOE in 2018.

24



Income Taxes
The Tax Cuts and Jobs Act (the “Act”) was passed in December 2017, which significantly changes U.S. corporate income tax laws generally taking effect in 2018. We included the impacts of the Act in the fourth quarter 2017 consolidated financial statements, and no changes were made to those provisional amounts during the first and second quarters of 2018. We will continue to examine the impact of this legislation and future regulations. The tax provision for the three months ended March 31, 2018 reflects the law changes noted above, including the new corporate tax rate of 21%.
The following table provides further detail of our income tax expense for the three and six months ended June 30, 2018 and 2017.
In thousands, except per-BOE amounts and tax rates
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
Current income tax expense
 
$
(138
)
 
$
(330
)
 
$
(221
)
 
$
(326
)
Deferred income tax benefit
 
4,786

 
12,538

 
7,999

 
10,947

Total income tax benefit
 
$
4,648

 
$
12,208

 
$
7,778

 
$
10,621

Average income tax benefit per BOE
 
$
4.59

 
$
23.81

 
$
4.54

 
$
10.76

Effective tax rate
 
19.84
%
 
34.52
%
 
18.00
%
 
34.58
%
Total net deferred tax liability
 
$
106

 
$
27,035

 
 
 
 
Income tax benefit decreased $7.6 million and $2.8 million between the comparable three and six-month periods, respectively, primarily due to a lower effective tax rate for the three and six months ended June 30, 2018. The decrease in the effective tax rate is primarily due to the impact of the Act law changes that were effective January 1, 2018.

25



CAPITAL RESOURCES AND LIQUIDITY
Our primary sources of liquidity and capital resources are our cash flows from operations and availability of borrowing capacity under our $500,000,000 Senior Secured Credit Facility (the “Credit Facility”).
We have historically financed our acquisition and development activity through cash flows from operations, borrowings under our Credit Facility, the issuance of bonds and equity offerings. As circumstances warrant, we may access the capital markets and issue equity or debt from time to time on an opportunistic basis in a continued effort to optimize our balance sheet and to fund our operations and capital expenditures in the future, dependent upon market conditions and available pricing. Such uses of proceeds may include repayment of our debt, development or acquisition of additional acreage, and general corporate purposes. There can be no assurance that future funding transactions will be available on favorable terms, or at all, and we therefore cannot guarantee the outcome of any such transactions.
At June 30, 2018, we had $5.5 million in cash and cash equivalents and approximately $105.5 million of additional availability under our Credit Facility. We believe that our existing cash and cash equivalents, cash expected to be generated from operations and the availability of borrowing under our Credit Facility will be sufficient to meet our liquidity requirements, anticipated capital expenditures and payments due under our existing credit facility and notes outstanding for at least the next 12 months.
The cash flows for the six months ended June 30, 2018 and 2017 are presented below:
In thousands
 
Six Months Ended June 30,
 
2018
 
2017
Net cash provided by (used in):
 
 
 
 
Operating activities
 
$
38,751

 
$
17,112

Investing activities
 
(71,121
)
 
(147,451
)
Financing activities
 
35,292

 
130,839

Net change in cash
 
$
2,922

 
$
500

Net Cash Provided by Operating Activities
Net cash provided by operating activities increased $21.7 million, from $17.1 million in the six months ended June 30, 2017 to $38.8 million in the six months ended June 30, 2018. Excluding changes in operating assets and liabilities, net cash provided by operating activities increased $16.7 million. This increase is primarily due to higher oil and natural gas production and higher commodity prices, partially offset by losses on commodity derivatives. Changes in our operating assets and liabilities between the six months ended June 30, 2017 and the six months ended June 30, 2018 resulted in a net increase of approximately $4.9 million in net cash provided by operating activities for the six months ended June 30, 2018, as compared to the six months ended June 30, 2017.
Net Cash Used in Investing Activities
Net cash used in investing activities decreased $76.4 million, from $147.5 million in the six months ended June 30, 2017 to $71.1 million in the six months ended June 30, 2018. This decrease is primarily due to the acquisitions of the Marquis and Battlecat properties during the second quarter of 2017, partially offset by higher drilling and development costs in 2018.
Net Cash Provided by Financing Activities
Net cash provided by financing activities decreased $95.5 million, from $130.8 million provided during the six months ended June 30, 2017 to $35.3 million provided in the six months ended June 30, 2018. This decrease primarily results from the net proceeds of $77.8 million received from issuance of our preferred stock in 2017, as well as higher net borrowings on our Credit Facility in 2017.
Debt
As of June 30, 2018, we had an aggregate of $337.3 million of indebtedness, including $84.0 million drawn on our Credit Facility, $250.0 million (less an unamortized discount of $5.1 million and debt issuance costs of $1.2 million) on our 11.25% Senior Notes and $9.5 million of other long-term notes.

26



Senior Secured Credit Facility
In July 2015, we entered into a $500 million Senior Secured Credit Facility with Citibank, N.A., as administrative agent, and other lenders party thereto (as amended, supplemented or modified from time to time, which has a maturity date of July 29, 2020). As of June 30, 2018, $84.0 million was borrowed under the Credit Facility, and the weighted average interest rate on borrowings under the Credit Facility was 5.66%. The Credit Facility may be used for loans and, subject to a $2.5 million sub-limit, letters of credit, and provides for a commitment fee of 0.375% to 0.5% based on the unused portion of the borrowing base.
We were in compliance with the terms of the Credit Facility as of June 30, 2018.
On January 4, 2018, we entered into the Limited Waiver, Borrowing Base Redetermination Agreement, and Amendment No. 7 to the Credit Agreement, which included the following provisions:
maintained the borrowing base of $160 million until the next redetermination date;
waived the borrowing base redetermination that would otherwise have occurred in connection with the incurrence of the 11.25% Senior Notes (see below); and
amended certain other provisions of the Credit Facility.
As a result of the the May 2018 redetermination, the borrowing base was increased from $160 million to $190 million.
Issuance of 11.25% Senior Notes
In January 2018, we issued $250.0 million of 11.250% Senior Notes due 2023 (the “11.25% Senior Notes”) to U.S.-based institutional investors. The net proceeds of $244.4 million were used to fully retire the 8.75% Senior Notes (as defined below), which included principal, interest and a prepayment premium of approximately $162.0 million. The remaining net proceeds were used to reduce borrowings under the Credit Facility.
The 11.25% Senior Notes mature on January 1, 2023, and bear interest at the rate of 11.25% per year, payable on January 1 and July 1 of each year, beginning July 1, 2018. At any time prior to January 1, 2021, we may, on any one or more occasions, redeem up to 35% of the aggregate principal amount of the 11.25% Senior Notes with an amount of cash not greater than the net cash proceeds of certain equity offerings at a redemption price equal to 111.25% of the principal amounts redeemed, plus accrued and unpaid interest, provided that at least 65% of the aggregate principal amount of 11.25% Senior Notes originally issued remains outstanding immediately after such redemption and the redemption occurs within 180 days of the closing date of such equity offering.
At any time prior to January 1, 2021, we may, on any one or more occasions, redeem all or a part of the 11.25% Senior Notes at a redemption price equal to 100% of the principal amount redeemed, plus a “make-whole” premium as of, and accrued and unpaid interest.
On and after January 1, 2021, we may redeem the 11.25% Senior Notes, in whole or in part, plus accrued and unpaid interest, at the following redemption prices: 108.438% after January 1, 2021; 105.625% after January 1, 2022; and 100% after July 1, 2022.
The indenture contains certain restrictions on our ability to incur additional debt, pay dividends on our common stock, make investments, create liens on our assets, engage in transactions with affiliates, transfer or sell assets, consolidate or merger, or sell substantially all of our assets.
Retirement of 8.75% Senior Notes
Using proceeds from the issuance of the 11.25% Senior Notes, as discussed above, we fully retired the 8.750% Senior Unsecured Notes due April 15, 2019 (“the 8.75% Senior Notes”). Pursuant to the terms of the indenture, the 8.75% Senior Notes were redeemed at 104.375% of the outstanding principal amount, or approximately $158.5 million, which excludes accrued interest. In connection with this transaction, we recognized a $8.6 million loss on extinguishment during the first quarter of 2018.

27



Capital Expenditures
We currently anticipate that our full-year 2018 capital budget, excluding acquisitions, will be approximately $120 to $130 million. This 2018 capital budget amount will almost entirely be dedicated to continued drilling and development of our Eagle Ford shale properties in South Texas.
The table below summarizes our capital expenditures incurred for the six months ended June 30, 2018:
In thousands
 
Six months ended June 30, 2018
Acquisition of oil and gas properties
 
$
2,862

Development of oil and gas properties
 
66,761

Purchases of other property and equipment
 
1,498

Total capital expenditures
 
$
71,121

For the six months ended June 30, 2018, our capital expenditures were funded with $38.8 million of cash flow from operations, with additional funds provided by borrowings on our Credit Facility. Our 2018 capital expenditures may be adjusted as business conditions warrant and the amount, timing and allocation of such expenditures is largely discretionary and within our control. The aggregate amount of capital that we will expend may fluctuate materially based on market conditions, the actual costs to drill, complete and place on production operated wells, our drilling results, other opportunities that may become available to us and our ability to obtain capital.
Critical Accounting Policies and Estimates
The preparation of our financial statements requires us to make estimates and judgments that can affect the reported amounts of assets, liabilities, revenues and expenses, as well as the disclosure of contingent assets and liabilities at the date of our financial statements. We analyze our estimates and judgments, including those related to oil, NGLs and natural gas revenues, oil and natural gas properties, impairment of long-lived assets, fair value of derivative instruments, asset and retirement obligations and income taxes, and we base our estimates and judgments on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Actual results may vary from our estimates. The policies of particular importance to the portrayal of our financial position and results of operations and that require the application of significant judgment or estimates by our management are summarized in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of our Annual Report on Form 10-K as reported and filed with the SEC on March 29, 2018 (our “2017 Form 10-K”).
As of June 30, 2018, with the exception of the adoption of ASC 606, there were no significant changes to any of our critical accounting policies and estimates.
Cautionary Note Regarding Forward-looking Statements
This Quarterly Report on Form 10-Q statement contains forward-looking statements that are subject to a number of known and unknown risks, uncertainties, and other important factors, many of which are beyond our control. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical fact included in this Quarterly Report on Form 10-Q, regarding our strategy, future operations, financial position, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this Quarterly Report on Form 10-Q, the words “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “may,” “continue,” “predict,” “potential,” “project” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words.
Forward-looking statements may include statements about our:
discovery and development of crude oil, NGLs and natural gas reserves;
cash flows and liquidity;
business and financial strategy, budget, projections and operating results;

28



timing and amount of future production of crude oil, NGLs and natural gas;
amount, nature and timing of capital expenditures, including future development costs;
availability and terms of capital;
drilling, completion, and performance of wells;
timing, location and size of property acquisitions and divestitures;
costs of exploiting and developing our properties and conducting other operations;
general economic and business conditions; and
our plans, objectives, expectations and intentions.
All forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q. You should not place undue reliance on these forward-looking statements. Although we believe that our plans, objectives, expectations and intentions reflected in or suggested by the forward-looking statements we make in this Quarterly Report on Form 10-Q are reasonable, we can give no assurance that these plans, objectives, expectations or intentions will be achieved. We disclose important factors that could cause our actual results to differ materially from our expectations under Item 1A (Risk Factors), Item 8 (Financial Statements and Supplementary Data) and elsewhere in our 2017 10-K, and Part I (Financial Information), Item 1A (Risk Factors) and elsewhere in this Quarterly Report on Form 10-Q.
These important factors include risks related to:
variations in the market demand for, and prices of, crude oil, NGLs and natural gas;
proved reserves or lack thereof;
estimates of crude oil, NGLs and natural gas data;
the adequacy of our capital resources and liquidity including, but not limited to, access to additional borrowing to fund our operations;
borrowing capacity under our credit facility;
general economic and business conditions;
failure to realize expected value creation from property acquisitions;
uncertainties about our ability to find, develop or acquire additional oil and natural gas resources;
uncertainties with regard to our drilling schedules;
the expiration of leases on our undeveloped leasehold assets;
our dependence upon several significant customers for the sale of most of our crude oil, natural gas and NGL production;
counterparty credit risks;
competition within the crude oil and natural gas industry;
technology risks;
the concentration of our operations;
drilling results;

29



potential financial losses or earnings reductions from our commodity price risk management programs;
potential adoption of new governmental regulations;
our ability to satisfy future cash obligations and environmental costs; and
the other factors set forth under “Risk Factors” in Item 1A of Part I of our 2017 10-K.
The forward-looking statements relate only to events or information as of the date on which the statements are made in this Quarterly Report on Form 10-Q. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

30



Item 3. Quantitative and Qualitative Disclosures About Market Risk.
The following quantitative and qualitative disclosures about market risk are supplementary to the quantitative and qualitative disclosures provided in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. As such, the information contained herein should be read in conjunction with the related disclosures in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.
Commodity Price Risk
As a result of our operations, we are exposed to commodity price risk arising from fluctuations in the prices of crude oil, NGLs and natural gas. The demand for, and prices of, crude oil, NGLs and natural gas are dependent on a variety of factors, including supply and demand, weather conditions, the price and availability of alternative fuels, actions taken by governments and international cartels and global economic and political developments.
The following table shows the fair value of our derivative contracts and the hypothetical result from a 10% change in commodity prices at June 30, 2018. We remain at risk for possible changes in the market value of commodity derivative instruments; however, such risks could be mitigated by price changes in the underlying physical commodity (in thousands):
 
 
Fair Value
 
Hypothetical Fair Value
 
 
 
10% Increase in Commodity Price
 
10% Decrease in Commodity Price
Swaps
 
$
(46,399
)
 
$
(70,876
)
 
$
(21,921
)
Collars
 
(1,070
)
 
(1,637
)
 
(503
)
Our board of directors reviews oil and natural gas hedging on a quarterly basis. Reports providing detailed analysis of our hedging activity are continually monitored. We sell our oil and natural gas on market using NYMEX market spot rates reduced for basis differentials in the basins from which we produce. We use forward contracts to manage our commodity price risk exposure. Our primary commodity risk management objectives are to protect returns on our drilling and completion activity as well as reduce volatility in our cash flows. Management makes recommendations on hedging that are approved by the board of directors before implementation. We enter into hedges for oil using NYMEX futures or over-the-counter derivative financial instruments with only certain well-capitalized counterparties which have been approved by our board of directors.
The result of oil market prices exceeding our swap prices or collar ceilings requires us to make payment for the settlement of our hedge derivatives, if owed by us, generally up to three business days before we receive market price cash payments from our customers. This could have a material adverse effect on our cash flows for the period between hedge settlement and payment for revenues earned.
Interest Rate Risk
As of June 30, 2018, we had $84.0 million outstanding under the Credit Facility, which is subject to floating market rates of interest. Borrowings under the Credit Facility bear interest at a fluctuating rate that is tied to an adjusted base rate or LIBOR, at our option. Any increase in this interest rate can have an adverse impact on our results of operations and cash flow. Based on borrowings outstanding at June 30, 2018, a 100-basis-point change in interest rates would change our annualized interest expense by approximately $0.8 million.


31



Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures.
As of the end of the period covered by this report, an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) was performed under the supervision and with the participation of management, including our Chief Executive Officer and Chief Accounting Officer. Based on that evaluation, our Chief Executive Officer and Chief Accounting Officer concluded that our disclosure controls and procedures were effective as of June 30, 2018, to ensure that information that is required to be disclosed in the reports the Company files and submits under the Securities Exchange Act of 1934 is recorded, that it is processed, summarized and reported within the time periods specified in the SEC’s rules and forms; and that information that is required to be disclosed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and our Chief Accounting Officer, as appropriate, to allow timely decisions regarding required disclosures.
Evaluation of Changes in Internal Control over Financial Reporting.
Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Accounting Officer, we have determined that, during the second quarter of fiscal 2018, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

32



PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
From time to time, we are subject to legal proceedings and claims that arise in the ordinary course of business. Like other crude oil and gas producers and marketers, our operations are subject to extensive and rapidly changing federal and state environmental, health and safety, and other laws and regulations governing air emissions, wastewater discharges and solid and hazardous waste management activities. We are not aware of any pending or overtly threatened legal action against us that could have a material impact on our business.
Item 1A. Risk Factors.
Information with respect to the Company’s risk factors has been incorporated by reference to Item 1A of the 2017 Form 10-K. There have been no material changes to our risk factors affecting the Company since the filing of our 2017 Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
The following table summarizes purchases of our Class A Common Stock during the second quarter of 2018:
 
 
Total number of Shares Purchased
 
Average Price Paid per Share
 
Total Number of Shares that May Yet Be Purchased as Part of Publicly Announced Plans or Programs
 
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
April 2018
 
1,186

 
$
4.34

 

 

May 2018
 

 

 

 

June 2018
 

 

 

 

Total
 
1,186

 
 
 

 
 
Stock repurchases during the second quarter of 2018 were made in connection with delivery by our employees of shares to us to satisfy their tax withholding requirements related to the vesting of restricted shares.

33



Item 6. Exhibits.
Exhibit Number
 
Description
 
Incorporated by Reference
 
Filing
Date
 
Filed/
Furnished
Herewith
 
 
Form
 
File No.
 
Exhibit
 
 
4.1
 
 
8-K
 
001-37670
 
4.1
 
1/9/18
 
 
10.1
 
 
8-K
 
001-37670
 
10.1
 
1/9/18
 
 
10.2
 
 
10-K
 
001-37670
 
10.11
 
3/29/18
 
 
10.3
 
 
8-K
 
001-37670
 
10.1
 
5/24/18
 
 
10.4
 
 
8-K
 
001-37670
 
10.2
 
5/24/18
 
 
31.1
 
 
 
 
 
 
 
 
 
 
*
31.2
 
 
 
 
 
 
 
 
 
 
*
32.1
 
 
 
 
 
 
 
 
 
 
**
32.2
 
 
 
 
 
 
 
 
 
 
**
101.INS
 
XBRL Instance Document
 
 
 
 
 
 
 
 
 
*
101.SCH
 
XBRL Taxonomy Extension Schema Document
 
 
 
 
 
 
 
 
 
*
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document
 
 
 
 
 
 
 
 
 
*
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document
 
 
 
 
 
 
 
 
 
*
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document
 
 
 
 
 
 
 
 
 
*
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document
 
 
 
 
 
 
 
 
 
*
 
*
Filed herewith.
**
Furnished herewith

34



SIGNATURES
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 thereunto duly authorized.
 
LONESTAR RESOURCES US INC.
 
 
 
August 6, 2018
 
/s/ Frank D. Bracken, III
 
 
Frank D. Bracken, III
Chief Executive Officer
 
 
 
August 6, 2018
 
/s/ Jason N. Werth
 
 
Jason N. Werth
Chief Accounting Officer

35