þ
|
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
84-0592823
|
|
(State of Incorporation or Organization)
|
(I.R.S. Employer Identification No.)
|
|
633 17th Street, Suite 2320 Denver, Colorado
|
80202-3619
|
|
(Address of principal executive office)
|
(Zip Code)
|
Title of each class
|
Name of each exchange on which registered
|
|
Common Stock, $0.001 par value per share
|
NYSE MKT LLC
|
Large accelerated filer o
|
|
Accelerated filer o
|
|
Non-accelerated filer o
(Do not check if a smaller reporting company)
|
|
Smaller reporting company þ
|
|
●
|
|
Identification and acquisition of strategic and significant producing properties; strategic and significant in that they are either accretive to our existing production or will provide an increase to the Company’s existing production base.
|
|
|
|
|
●
|
Utilization of strategic partners with industry experience in the specific geographic areas in which we desire to expand.
|
||
|
●
|
|
Cost effective implementation of internally and externally generated exploration and development drilling projects.
|
|
|
|
|
|
●
|
|
Boosting cash flows from existing oil and natural gas production through a combination of cost control and the exploitation of behind-pipe potential.
|
Gross Wells
|
Net Wells
|
|||||||||||||||
|
|
Oil
|
|
|
Gas
|
|
|
Oil
|
|
|
Gas
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North Dakota
|
|
|
74
|
|
|
|
2
|
|
|
|
9.05
|
|
|
|
0.04
|
|
Montana
|
|
|
29
|
|
|
|
—
|
|
|
|
10.21
|
|
|
|
—
|
|
Texas
|
|
|
32
|
|
|
|
—
|
|
|
|
26.34
|
|
|
|
—
|
|
Louisiana
|
|
|
2
|
|
|
|
—
|
|
|
|
0.11
|
|
|
|
—
|
|
Colorado
|
|
|
—
|
|
|
|
1
|
|
|
|
—
|
|
|
|
0.05
|
|
Wyoming
|
|
|
1
|
|
|
|
—
|
|
|
|
0.47
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
138
|
|
|
|
3
|
|
|
|
46.18
|
|
|
|
0.09
|
|
Net Oil
|
Net Gas
|
||||||||||||||
|
(Bbls)
|
(Mcf)
|
BOE
|
%
|
||||||||||||
|
||||||||||||||||
Williston Basin
|
859,000 | 997,000 | 1,025,000 | 71.6 | % | |||||||||||
|
||||||||||||||||
South Texas/Onshore Gulf Coast
|
406,000 | — | 406,000 | 28.4 | % | |||||||||||
|
||||||||||||||||
Total
|
1,265,000 | 997,000 | 1,431,000 | 100.0 | % |
|
Proved Developed
|
|||||||||||||||
|
Producing
|
Non-Producing
|
Proved Undeveloped
|
Total Proved
|
||||||||||||
|
||||||||||||||||
Net Remaining Reserves
|
||||||||||||||||
Oil/Condensate - Bbls
|
1,265,000
|
123,000
|
1,069,000
|
2,457,000
|
||||||||||||
Plant Products - Bbls
|
―
|
―
|
―
|
―
|
||||||||||||
Gas – Mcf
|
997,000
|
185,000
|
1,604,000
|
2,786,000
|
|
2013
|
2012
|
2011
|
|||||||||||||||||||||
|
Gross
|
Net
|
Gross
|
Net
|
Gross
|
Net
|
||||||||||||||||||
Exploratory
|
|
|
|
|
|
|
||||||||||||||||||
Productive
|
|
|
|
|
|
|
||||||||||||||||||
Oil
|
― | ― | ― | ― | ― | ― | ||||||||||||||||||
Gas
|
― | ― | ― | ― | ― | ― | ||||||||||||||||||
Dry holes
|
― | ― | ― | ― | ― | ― | ||||||||||||||||||
Total
|
― | ― | ― | ― | ― | ― | ||||||||||||||||||
|
||||||||||||||||||||||||
Development
|
||||||||||||||||||||||||
Productive
|
||||||||||||||||||||||||
Oil
|
20 | 0.508 | 18 | 0.74 | 20 | 5.11 | ||||||||||||||||||
Gas
|
― | ― | ― | ― | 2 | 0.17 | ||||||||||||||||||
Dry holes
|
― | ― | ― | ― | ― | ― | ||||||||||||||||||
Total
|
20 | 0.508 | 18 | 0.74 | 22 | 5.28 |
Developed Acreage
|
Undeveloped Acreage
|
|||||||||||||||
|
|
Gross
|
|
|
Net
|
|
|
Gross
|
|
|
Net
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Louisiana
|
|
|
687
|
|
|
|
51
|
|
|
|
—
|
|
|
|
—
|
|
Montana
|
|
|
8,491
|
|
|
|
3,331
|
|
|
|
12,765
|
|
|
|
3,775
|
|
Nebraska
|
—
|
—
|
31,308
|
12,237
|
||||||||||||
North Dakota
|
|
|
25,733
|
|
|
|
3,202
|
|
|
|
5,251
|
|
|
|
611
|
|
Texas
|
|
|
3,080
|
|
|
|
2,486
|
|
|
|
—
|
|
|
|
—
|
|
Utah
|
|
|
—
|
|
|
|
—
|
|
|
|
42,736
|
|
|
|
441
|
|
Wyoming
|
|
|
1,555
|
|
|
|
329
|
|
|
|
40
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
39,546
|
|
|
|
9,399
|
|
|
|
92,100
|
|
|
|
17,065
|
|
Year Ended March 31,
|
||||||||||||||||
2013
|
2012
|
|||||||||||||||
|
High
|
Low
|
High
|
Low
|
||||||||||||
|
|
|
||||||||||||||
First Quarter¹
|
$ | 22.75 | $ | 15.54 | $ | N/A | $ | N/A | ||||||||
Second Quarter¹
|
16.25 | 13.44 | N/A | N/A | ||||||||||||
Third Quarter¹
|
18.11 | 14.74 | 15.72 | 15.21 | ||||||||||||
Fourth Quarter¹
|
18.50 | 15.74 | 26.70 | 15.47 |
¹
|
Our common stock commenced trading on NYSE MKT (Amex) on December 20, 2011.
|
Year Ended
|
||||||||
March 31, 2012
|
||||||||
|
High
|
Low
|
||||||
|
||||||||
First Quarter¹
|
$ | 21.25 | $ | 12.30 | ||||
Second Quarter¹
|
15.60 | 10.60 | ||||||
Third Quarter¹
|
16.60 | 10.77 | ||||||
Fourth Quarter²
|
N/A | N/A |
¹
|
Our common stock commenced trading on NASDAQ on January 26, 2011.
|
|
²
|
Our common stock commenced trading on NYSE MKT (then Amex) on December 20, 2011. See table above.
|
Plan Category
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
Weighted-average
exercise
price of outstanding options, warrants
and rights
|
Number of securities remaining available for future issuance under equity compensation plans
|
|||||||||
|
|
|
|
|||||||||
Equity compensation plans approved
by security holders¹
|
― | N/A | 141,259 | |||||||||
Equity compensation plans not approved
by security holders²
|
― | N/A | 10,186 | |||||||||
|
||||||||||||
Total
|
― | N/A | 151,445 |
¹
|
Equity Incentive Compensation Plan
|
|
²
|
Director Compensation Plan
|
|
Total Number of Shares Purchased
|
Average Price Paid Per Share
|
Number of Shares Purchased as Part of a Publicly Announced Plan
|
Maximum Shares that May Yet be Purchased under the Plan
|
||||||||||||
January 1, 2013 - January 31, 2013
|
— | $ | — | — | 103,284 | |||||||||||
February 1, 2013 - February 28, 2013
|
— | $ | — | — | 103,284 | |||||||||||
March 1, 2013 - March 31, 2013
|
— | $ | — | — | 103,284 | |||||||||||
|
||||||||||||||||
Total
|
— | — |
|
Year Ended
March 31,
|
|||||||
|
2013
|
2012
|
||||||
|
||||||||
Revenue
|
||||||||
Oil
|
$ | 10,283,000 | $ | 10,401,000 | ||||
Gas
|
699,000 | 1,155,000 | ||||||
Total revenue2
|
10,982,000 | 11,556,000 | ||||||
|
||||||||
Total production expense3
|
4,424,000 | 4,480,000 | ||||||
|
||||||||
Gross profit
|
$ | 6,558,000 | $ | 7,076,000 | ||||
|
||||||||
Depletion expense
|
$ | 1,951,000 | $ | 1,065,000 | ||||
|
||||||||
Sales volume
|
||||||||
Oil (Bbls)
|
122,655 | 114,960 | ||||||
Gas (Mcf) 1
|
107,076 | 160,409 | ||||||
|
||||||||
Average sales price4
|
||||||||
Oil (per Bbl)
|
$ | 83.84 | $ | 90.47 | ||||
Gas (per Mcf)
|
$ | 6.53 | $ | 7.20 | ||||
|
||||||||
Average per BOE
|
||||||||
Production expense3,4
|
$ | 31.49 | $ | 31.62 | ||||
Gross profit4
|
$ | 46.68 | $ | 49.94 | ||||
Depletion expense4
|
$ | 13.89 | $ | 7.52 |
1
|
Due to the timing and accuracy of sales information received from a third party operator as described in “Volumes and Prices” below, sales volume amounts may not be indicative of actual production or future performance.
|
|
2
|
Amount does not include water service and disposal revenue. For the year ended March 31, 2013, this revenue amount is net of $396,000 in well service and water disposal revenue, which would otherwise total $11,378,000 in revenue for the year ended March 31, 2013, compared to $156,000 to total $11,712,000 for the year ended March 31, 2012.
|
|
3
|
Overall lifting cost (oil and gas production expenses and production taxes)
|
|
4
|
Averages calculated based upon non-rounded figures
|
Year Ended
March 31,
|
||||||||
2013
|
2012
|
|||||||
Lease operating expenses
|
$ | 2,563,000 | $ | 2,470,000 | ||||
Production taxes
|
971,000 | 937,000 | ||||||
Workover expenses
|
816,000 | 789,000 | ||||||
Transportation and other expenses
|
74,000 | 284,000 | ||||||
$ | 4,424,000 | $ | 4,480,000 |
|
Page
|
|||
27 | ||||
28-29 | ||||
30 | ||||
31 | ||||
32 | ||||
33-43 |
Consolidated Balance Sheets
|
||||||||||||||||
Page 1 of 2
|
March 31,
|
March 31,
|
|||||||
2013
|
2012
|
|||||||
Assets
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$ | 2,180,000 | $ | 6,778,000 | ||||
Accounts receivable:
|
||||||||
Oil and gas sales
|
3,055,000 | 2,389,000 | ||||||
Joint interest and other receivables, net of allowance of ($38,000) and ($60,000), respectively
|
328,000 | 90,000 | ||||||
Other current assets
|
814,000 | 749,000 | ||||||
Total current assets
|
6,377,000 | 10,006,000 | ||||||
Oil and gas properties, full cost method:
|
||||||||
Proved properties
|
53,265,000 | 37,112,000 | ||||||
Unproved properties
|
2,156,000 | 4,409,000 | ||||||
Accumulated depletion and impairment
|
(27,729,000 | ) | (25,778,000 | ) | ||||
Net oil and gas properties
|
27,692,000 | 15,743,000 | ||||||
Support equipment and other non-current assets, net of accumulated depreciation of ($416,000) and ($383,000), respectively
|
611,000 | 457,000 | ||||||
Total non-current assets
|
28,303,000 | 16,200,000 | ||||||
Total assets
|
$ | 34,680,000 | $ | 26,206,000 |
Earthstone Energy, Inc.
|
||||||||||||||||
Consolidated Balance Sheets
|
||||||||||||||||
Page 2 of 2
|
March 31,
|
March 31,
|
|||||||
2013
|
2012
|
|||||||
Liabilities and Shareholders’ Equity
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$ | 1,631,000 | $ | 824,000 | ||||
Accrued liabilities
|
3,971,000 | 2,610,000 | ||||||
Total current liabilities
|
5,602,000 | 3,434,000 | ||||||
Long-term liabilities:
|
||||||||
Long term debt
|
4,000,000 | - | ||||||
Deferred tax liability
|
2,971,000 | 2,731,000 | ||||||
Asset retirement obligation, less current portion
|
1,809,000 | 1,693,000 | ||||||
Total long-term liabilities
|
8,780,000 | 4,424,000 | ||||||
Total liabilities
|
14,382,000 | 7,858,000 | ||||||
Shareholders’ Equity:
|
||||||||
Preferred shares, $0.001 par value, 600,000 authorized and none issued or outstanding
|
- | - | ||||||
Common shares, $0.001 par value, 6,400,000 shares authorized and 1,802,000 and 1,788,000 shares issued, respectively
|
18,000 | 18,000 | ||||||
Additional paid-in capital
|
23,278,000 | 23,108,000 | ||||||
Treasury stock, at cost, 82,000 shares
|
(457,000 | ) | (457,000 | ) | ||||
Accumulated deficit
|
(2,541,000 | ) | (4,321,000 | ) | ||||
Total shareholders’ equity
|
20,298,000 | 18,348,000 | ||||||
Total liabilities and shareholders’ equity
|
$ | 34,680,000 | $ | 26,206,000 |
Consolidated Statements of Operations
|
Year ended March 31,
|
||||||||
2013
|
2012
|
|||||||
Revenues:
|
||||||||
Oil and gas sales
|
$ | 10,982,000 | $ | 11,556,000 | ||||
Well service and water-disposal revenue
|
396,000 | 156,000 | ||||||
Total revenues
|
11,378,000 | 11,712,000 | ||||||
Expenses:
|
||||||||
Oil and gas production
|
3,453,000 | 3,543,000 | ||||||
Production tax
|
971,000 | 937,000 | ||||||
Well service and water-disposal
|
94,000 | 6,000 | ||||||
Depletion and depreciation
|
2,017,000 | 1,116,000 | ||||||
Accretion of asset retirement obligation
|
177,000 | 172,000 | ||||||
General and administrative
|
2,625,000 | 2,076,000 | ||||||
Total expenses
|
9,337,000 | 7,850,000 | ||||||
Income from operations
|
2,041,000 | 3,862,000 | ||||||
Other income (expense):
|
||||||||
Interest and other income
|
62,000 | 75,000 | ||||||
Interest and other expenses
|
(21,000 | ) | (6,000 | ) | ||||
Total other income
|
41,000 | 69,000 | ||||||
Income before income tax
|
2,082,000 | 3,931,000 | ||||||
Current income tax expense
|
62,000 | 240,000 | ||||||
Deferred income tax expense
|
240,000 | 412,000 | ||||||
Total income tax expense
|
302,000 | 652,000 | ||||||
Net income
|
$ | 1,780,000 | $ | 3,279,000 | ||||
Per share amounts:
|
||||||||
Basic
|
$ | 1.03 | $ | 1.92 | ||||
Diluted
|
$ | 1.03 | $ | 1.92 | ||||
Weighted average common shares outstanding:
|
||||||||
Basic
|
1,720,712 | 1,709,178 | ||||||
Diluted
|
1,720,712 | 1,709,178 |
Consolidated Statements of Shareholders' Equity
|
||||||||||||||||
Years ended March 31, 2013 and 2012
|
Additional
|
||||||||||||||||||||||||||||
Common shares
|
paid-in
|
Treasury shares
|
Accumulated
|
|||||||||||||||||||||||||
Shares
|
Amount
|
capital
|
Shares
|
Amount
|
deficit
|
Total
|
||||||||||||||||||||||
Balances at March 31, 2011
|
1,782,000 | $ | 18,000 | $ | 23,020,000 | (76,000 | ) | $ | (373,000 | ) | $ | (7,600,000 | ) | $ | 15,065,000 | |||||||||||||
Purchase of treasury shares
|
- | - | - | (6,000 | ) | (84,000 | ) | - | (84,000 | ) | ||||||||||||||||||
Share-based compensation
|
6,000 | - | 88,000 | - | - | - | 88,000 | |||||||||||||||||||||
Net income
|
- | - | - | - | - | 3,279,000 | 3,279,000 | |||||||||||||||||||||
Balances at March 31, 2012
|
1,788,000 | $ | 18,000 | $ | 23,108,000 | (82,000 | ) | $ | (457,000 | ) | $ | (4,321,000 | ) | $ | 18,348,000 | |||||||||||||
Share-based compensation
|
14,000 | - | 170,000 | - | - | - | 170,000 | |||||||||||||||||||||
Net income
|
- | - | - | - | - | 1,780,000 | 1,780,000 | |||||||||||||||||||||
Balances at March 31, 2013
|
1,802,000 | $ | 18,000 | $ | 23,278,000 | (82,000 | ) | $ | (457,000 | ) | $ | (2,541,000 | ) | $ | 20,298,000 |
Consolidated Statements of Cash Flows
|
Year ended March 31,
|
||||||||
2013
|
2012
|
|||||||
Cash flows from operating activities:
|
||||||||
Net income
|
$ | 1,780,000 | $ | 3,279,000 | ||||
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||
Depletion and depreciation
|
2,017,000 | 1,116,000 | ||||||
Deferred income tax expense
|
240,000 | 412,000 | ||||||
Accretion of asset retirement obligation
|
177,000 | 172,000 | ||||||
Share-based compensation
|
170,000 | 88,000 | ||||||
Amortization of deferred financing costs
|
2,000 | - | ||||||
Change in:
|
||||||||
Accounts receivable
|
(904,000 | ) | (476,000 | ) | ||||
Other current assets
|
(74,000 | ) | (4,000 | ) | ||||
Accounts payable and accrued liabilities
|
459,000 | 691,000 | ||||||
Net cash provided by operating activities
|
3,867,000 | 5,278,000 | ||||||
Cash flows from investing activities:
|
||||||||
Oil and gas properties
|
(12,243,000 | ) | (7,687,000 | ) | ||||
Proceeds from sale of oil and gas property and equipment
|
- | 5,404,000 | ||||||
Purchases of support equipment and other non-current assets
|
(174,000 | ) | (184,000 | ) | ||||
Net cash used in investing activities
|
(12,417,000 | ) | (2,467,000 | ) | ||||
Cash flows from financing activities:
|
||||||||
Borrowings on long term debt
|
4,000,000 | - | ||||||
Deferred financing costs
|
(48,000 | ) | - | |||||
Purchase of treasury shares
|
- | (84,000 | ) | |||||
Net cash provided by (used in) financing activities
|
3,952,000 | (84,000 | ) | |||||
Cash and cash equivalents:
|
||||||||
Net (decrease) increase in cash and cash equivalents
|
(4,598,000 | ) | 2,727,000 | |||||
Cash and cash equivalents, beginning of year
|
6,778,000 | 4,051,000 | ||||||
Cash and cash equivalents, end of year
|
$ | 2,180,000 | $ | 6,778,000 | ||||
Supplemental disclosure of cash flow information:
|
||||||||
Cash paid for interest
|
$ | 15,000 | $ | - | ||||
Cash paid for income tax
|
$ | 341,000 | $ | 1,000 | ||||
Non-cash:
|
||||||||
Increase in oil and gas property due to asset retirement obligation
|
$ | 102,000 | $ | 133,000 | ||||
Accrued capital expenditures
|
$ | 1,546,000 | $ | 957,000 | ||||
Prepaid capital expenditures
|
$ | 9,000 | $ | 230,000 |
Notes to Consolidated Financial Statements
|
||||||||||||||||
March 31, 2013
|
1. Summary of Significant Accounting Policies
|
Organization and Nature of Operations. Earthstone Energy, Inc. was originally organized in July 1969 as Basic Earth Science Systems, Inc. and changed its name in 2011 to Earthstone Energy, Inc. The Company is principally engaged in the acquisition, exploration, development, and production of crude oil and natural gas properties, primarily operating in the North Dakota and Montana portions of the Williston basin and south Texas.
|
Principles of Consolidation. The consolidated financial statements include the accounts of Earthstone Energy, Inc. and its wholly-owned subsidiary. All significant intercompany accounts and transactions have been eliminated. The Company does not have any unconsolidated special purpose entities.
|
At the directive of the Securities and Exchange Commission to use “plain English” in public filings, the Company uses such terms as “we,” “our,” “us” or “the Company” in place of Earthstone Energy, Inc. and its wholly-owned subsidiary. When such terms are used in this manner throughout the notes to the audited consolidated financial statements, they are in reference only to the corporation, Earthstone Energy, Inc. and its subsidiaries, and are not used in reference to the Board of Directors, corporate officers, management, or any individual employee or group of employees.
|
Basis of Presentation. The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP").
|
Oil and Gas Sales. We derive revenue primarily from the sale of produced natural gas and crude oil. Revenues from production on properties in which the Company shares an economic interest with other owners are recognized on the basis of the Company's interest. Revenues are reported on a gross basis for the amounts received before taking into account production taxes and transportation costs, which are reported as separate expenses. Revenue is recorded and receivables are accrued using the sales method, which occurs in the month production is delivered to the purchaser, at which time ownership of the oil is transferred to the purchaser. Payment is generally received between 30 and 90 days after the date of production. Collection of the revenue may vary depending on the status of wells or the performance of the operator. Estimates of the amount of production delivered to purchasers and the prices at which it was delivered are necessary at year end. Management’s knowledge of the Company’s properties, their historical performance, the anticipated effect of weather conditions during the month of production, NYMEX and local spot market prices, and other factors are the basis for these estimates. Variances between estimates and the actual amounts received are recorded when payment is received, or when better information is available.
|
Oil and Gas Reserves. Oil and gas reserves represent theoretical, estimated quantities of crude oil and natural gas which geological and engineering data estimate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions. There are numerous uncertainties inherent in estimating oil and gas reserves and their values, including many factors beyond the Company’s control. Accordingly, reserve estimates are different from the future quantities of oil and gas that are ultimately recovered and the corresponding lifting costs associated with the recovery of these reserves.
|
Oil and Gas Property. The Company uses the full cost method of accounting for costs related to its oil and gas property. Accordingly, all costs associated with the acquisition, exploration and development of oil and gas reserves (including the costs of unsuccessful efforts) are capitalized. These costs include land acquisition costs, geological and geophysical expense, carrying charges on non-producing properties, costs of drilling, and overhead charges directly related to acquisition and exploration activities.
|
Under the full cost method, no gain or loss is recognized upon the sale or abandonment of oil and gas property unless non-recognition of such gain or loss would significantly alter the relationship between capitalized costs and proved oil and gas reserves.
|
Capitalized costs are subject to a ceiling test, as prescribed by Securities and Exchange Commission (“SEC”) regulations, that limits such pooled costs to the aggregate of the present value of future net cash flows attributable to proved oil and gas reserves, less future cash outflows associated with the asset retirement obligation that have been accrued plus the lower of cost or estimated fair value of unproved properties not being amortized less any associated tax effects. Prices are held constant for the productive life of each well. If the full cost pool of capitalized oil and gas property costs exceeds the ceiling, the excess is reflected as a non-cash charge to earnings. The write-down is permanent and not reversible in future periods, even though higher oil and gas prices in the future may subsequently and significantly increase the ceiling amount. As of the balance sheet date, capitalized costs did not exceed the ceiling test limit.
|
For the years ended March 31, 2013 and 2012, the oil and natural gas prices used to calculate the full cost ceiling limitation are the 12 month average prices, calculated as the unweighted arithmetic average price of oil and gas on the first day of each month for each of the 12 months prior to the last day of the reporting period (unless prices are defined by contractual arrangements) and net cash flows are discounted at 10 percent.
|
Unproved properties are excluded from the ceiling test. Instead, these property costs are periodically reviewed for impairment by reviewing the status of the activity on those properties and surrounding properties either held by us or other parties.
|
Capitalized costs of oil and gas property, excluding those pertaining to unproved properties, are depleted on a composite units-of-production method based on estimated proved reserves. For depletion purposes, the volume of reserves and production is converted into a common unit of measure at the energy equivalent conversion rate of six thousand cubic feet of natural gas to one barrel of crude oil. Investments in unproved properties and major development projects are not amortized until proved reserves associated with the projects can be determined or until impairment occurs. If the results of an assessment indicate that the properties are impaired, the amount of the impairment is added to the capitalized costs to be amortized.
|
Oil and Gas Production Costs. Costs incurred to operate and maintain wells and related equipment and facilities are expensed as incurred. Production costs (also referred to as lifting costs) include the costs of labor to operate the wells and related equipment and facilities, repairs and maintenance, materials, supplies, and fuel consumed and supplies utilized in operating the wells and related equipment and facilities, property taxes and insurance applicable to proved properties and wells and related equipment and facilities, and severance taxes.
|
Asset Retirement Obligation. The Company's activities are subject to various laws and regulations, including legal and contractual obligation to plug, reclaim, remediate, or otherwise restore oil and gas property at the time such asset ceases to be productive. An asset retirement obligation ("ARO") is initially measured at fair value and recorded as a liability with a corresponding asset when incurred if a reasonable estimate of fair value can be made. This is typically when a well is completed or an asset is placed in service. When the ARO is initially recorded, the Company capitalizes the cost by increasing the carrying value of the full cost pool. Over time, the liability increases for the change in its present value (and accretion expense is recorded), while the capitalized cost decreases by way of depletion of the full cost pool. Estimates are reviewed quarterly and adjusted in the period in which new information results in a change of estimate.
|
Income Tax. Income taxes are computed using the asset and liability method. Accordingly, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities, their respective tax bases as well as the effect of net operating losses, tax credits and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which the differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in income tax rates is recognized in the results of operations in the period that includes the enactment date.
|
No significant uncertain tax positions were identified as of any date on or before March 31, 2013. The Company’s policy is to recognize interest and penalties related to uncertain tax benefits in income tax expense. As of March 31, 2013, the Company has not recognized any interest or penalties related to uncertain tax benefits. For further information, see Note 9 below.
|
Earnings Per Share. Basic and diluted earnings per share are computed by dividing net income by the weighted average number of common shares outstanding for the period. As of the balance sheet date, no dilutive securities were outstanding.
|
Cash and Cash Equivalents. All highly liquid investments with original maturities of ninety days or less are considered to be cash equivalents. During the period and at the balance sheet date, balances of cash and cash equivalents exceeded the federally insured limit.
|
Fair Value Measurements. Financial instruments and nonfinancial assets and liabilities, whether measured on a recurring or non-recurring basis, are recorded at fair value. A fair value hierarchy, established by the Financial Accounting Standards Board, prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).
|
The Company’s financial instruments consist of cash and cash equivalents, trade receivables, trade payables and accrued liabilities, all of which are considered to be representative of their fair market value, due to the short-term and highly liquid nature of these instruments.
|
As discussed in Note 6, the Company incurred asset retirement obligations of $69,000 and an additional $33,000 related to revisions in estimated liabilities for the year ended March 31, 2013 and asset retirement obligations of $133,000 during the year ended March 31, 2012, the value of which was determined using unobservable pricing inputs (or Level 3 inputs). The Company uses the income valuation technique to estimate the fair value of the obligation using several assumptions and judgments about the ultimate settlement amounts, inflation factors, credit adjusted discount rates, and timing of settlement.
|
Hedging Activities. We had no hedging activities in the years ended March 31, 2013 and 2012. Hedging strategies, or absence of hedging, may vary or change due to change of circumstances, unforeseen opportunities, inability to fund margin requirements, lending institution requirements and other events which we are not able to anticipate.
|
Support Equipment. Support equipment (including such items as vehicles, well servicing equipment, and office furniture and equipment) is stated at the lower of cost or market. Depreciation of support equipment is computed using primarily the straight-line method over periods ranging from five to seven years.
|
Inventory. Inventory, consisting primarily of tubular goods and oil field equipment to be used in future drilling operations or repair operations, is stated at the lower of cost or market, cost being determined by the FIFO method. See also Notes 2 and 3 below.
|
Commitments. The Company is committed to $9,880 per month plus maintenance fees on a 7,000 square foot office space located in downtown Denver, Colorado. The lease term ends on April 30, 2016. The Company does not have any off-balance sheet financing transactions, arrangements or obligations.
|
Major Customers and Operating Region. The Company operates exclusively within the United States of America. All of the Company's assets are employed in and all of its revenues are derived from the oil and gas industry. Individual external purchasers of 10% or more of the Company’s oil and gas production revenue for the years ended March 31, 2013 and 2012 were as follows:
|
2013
|
2012
|
|||||||
Valero Energy Corp.
|
17 | % | 20 | % | ||||
Plains Marketing LP
|
10 | % | 11 | % | ||||
Total
|
27 | % | 31 | % |
For the years ended March 31, 2013 and 2012, approximately 65% and 57%, respectively, of Earthstone’s oil and gas revenue was from non-operated properties where the Company has no direct contact with the actual purchaser. On these properties, Earthstone’s portion of the product was marketed by the 26 different companies who operate these wells. These 26 companies may, unbeknownst to us, market to one or more of the same purchasers to whom we sell directly. Therefore, we are unable to ascertain the total extent of combined purchaser concentration. To the extent of our knowledge, in the event of the bankruptcy of any one of these purchasers, it has been estimated that the reduction in annual revenue would be less than 10%. It is not expected that the loss of any one of these purchasers would cause a material adverse impact on the Company’s results from operations, as alternative markets for oil and gas production are readily available.
|
Bad Debt Expense. A charge is recognized in general and administrative expenses and an allowance is established against specific receivable balances from joint interest owners in instances where working interest owners dispute amounts billed for their proportionate share in the cost of wells which the Company operates. As individual disputes are resolved, either the expense is reversed in the period of the resolution or the receivable is written down.
|
Share-Based Compensation. The Company recognizes all equity-based compensation as share-based compensation expense, included in general and administrative expenses, based on the fair value of the compensation measured at the grant date. The expense is recognized over the vesting period of the grant. See Note 8 below for information.
|
Use of Estimates. The preparation of financial statements in conformity with U.S. GAAP requires estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates and assumptions concern matters that are inherently uncertain. Estimates and assumptions are revised periodically and the effects of revisions are reflected in the financial statements in the period it is determined to be necessary. Actual results could differ from those estimates.
|
Reclassifications. Certain prior year amounts were reclassified to conform to current presentation. Such reclassifications had no effect on the prior year net income, accumulated deficit, net assets or total shareholders' equity.
|
Recent Accounting Pronouncements. In December 2011, the FASB issued ASU 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities. This ASU requires the Company to disclose both net and gross information about assets and liabilities that have been offset, if any, and the related arrangements. The disclosures under this new guidance are required to be provided retrospectively for all comparative periods presented. The Company is required to implement this guidance effective for the first quarter of fiscal 2014 and does not expect the adoption of ASU 2011-11 to have a material impact on its consolidated financial statements.
|
Various other accounting pronouncements have been recently issued, most of which represented technical corrections to the accounting literature or were applicable to specific industries, and are not expected to have a material effect on our financial position, results of operations, or cash flows.
|
2. Other Current Assets
|
Other current assets as of March 31, 2013 and 2012 consisted of:
|
2013
|
2012
|
|||||||
|
||||||||
Lease and well equipment inventory
|
$ | 371,000 | $ | 412,000 | ||||
Drilling and completion cost prepayments
|
210,000 | 230,000 | ||||||
Prepaid income tax
|
112,000 | - | ||||||
Prepaid insurance premiums
|
88,000 | 73,000 | ||||||
Other current assets
|
33,000 | 34,000 | ||||||
Total other current assets
|
$ | 814,000 | $ | 749,000 |
Lease and well equipment inventory included in other current assets represents well-site production equipment owned by us that has been removed from wells that we operate. This occurs when we plug a well or replace defective, damaged or suspect equipment on a producing well. In this case, salvaged equipment is valued at prevailing market prices, removed from the full cost pool and made available for sale. This equipment is carried on the balance sheet at a value not to exceed the original carrying value established at the time it was placed in inventory. This equipment is intended for resale to third parties at current fair market prices. Sale of this equipment is expected to occur in less than one year. This policy does not preclude us from further transferring serviceable equipment to other wells that we operate, on an as-needed basis.
|
Drilling and completion cost prepayments represent cash expenditures advanced by us to outside operators prior to the commencement of drilling and/or completion operations on a well.
|
3. Other Non-Current Assets
|
Other current non-current assets as of March 31, 2013 and 2012 consisted of:
|
2013
|
2012
|
|||||||
Support equipment and lease and well equipment inventory
|
$ | 500,000 | $ | 397,000 | ||||
Plugging bonds
|
65,000 | 60,000 | ||||||
Deferred financing costs
|
46,000 | - | ||||||
Total other non-current assets
|
$ | 611,000 | $ | 457,000 |
Support equipment represents non-oil and gas property (including such items as vehicles, office furniture and equipment and well servicing equipment) and is stated at the lower of cost or market. Depreciation of support equipment was $66,000 and $51,000 for the years ended March 31, 2013 and 2012, respectively, which was computed using primarily the straight-line method over periods ranging from five to seven years.
|
Non-current lease and well equipment inventory, unlike the equipment inventory in other current assets that is held for resale, is intended for use on leases that we operate. This equipment inventory represents well-site production equipment that we own that has either been purchased or has been removed from wells that we operate. When placed in inventory, new equipment is valued at cost and salvaged equipment is valued at prevailing market prices. The inventory is carried at the lower of the original carrying value or fair market value.
|
Plugging bonds represent Certificates of Deposit furnished by us to third parties who supply plugging bonds to federal and state agencies where we operate wells. These funds are classified as restricted.
|
Deferred financing costs represent fees and expenses incurred in connection with the origination of our credit facility in December, 2012. These costs will be amortized on a straight line basis over the five year term of the facility.
|
4. Accrued Liabilities
|
Other current liabilities as of March 31, 2013 and 2012 consisted of:
|
2013
|
2012
|
|||||||
Accrued operations payable
|
$ | 2,933,000 | $ | 1,472,000 | ||||
Accrued compensation
|
429,000 | 445,000 | ||||||
Short term asset retirement obligation
|
296,000 | 133,000 | ||||||
Accrued income tax payable and other
|
213,000 | 393,000 | ||||||
Revenue and production taxes payable
|
100,000 | 167,000 | ||||||
Total accrued liabilities
|
$ | 3,971,000 | $ | 2,610,000 |
5. Long Term Debt
|
On December 21, 2012 the Company entered into a $25 million senior secured revolving bank credit facility (the Credit Facility) with the Bank of Oklahoma (the Bank). The initial borrowing base on the Credit Facility is $6 million. The maturity date of the Credit Facility is December 21, 2017 and provides for a borrowing base subject to redetermination semi-annually each June and December and for certain unscheduled redeterminations. The Credit Facility is secured by mortgages on certain Company properties and an assignment of all the proceeds from severed and extracted hydrocarbons from the properties described in the mortgages. Until further notice, the Bank has suspended their right to receive the proceeds directly.
|
The Credit Facility contains negative covenants that limit the Company's ability, among other things, to pay any cash dividends, incur additional indebtedness, sell assets, enter into hedging contracts, change the nature of its business or operations, merge, consolidate or make investments. In addition, the Company is required to maintain a ratio of debt to EBITDAX (as defined in the credit agreement) of no greater than 4.0 to 1.0 and a current ratio (as defined in the credit agreement) of no less than 1.0 to 1.0. As of March 31, 2013, the Company was in compliance with all of the financial covenants under the Credit Facility.
|
Payments of interest are due quarterly in arrears at prime plus 0.75% to 1.75% or LIBOR plus 1.75% to 2.75%, depending on the Company's level of borrowing and election at the date of borrowing. Commitment fees on the unused amounts of the Credit Facility are due quarterly at rates from 0.35% to 0.50% on the unused amounts of the Credit Facility. At closing, the Company paid a borrowing base fee of $30,000, or 0.5%, on the $6 million borrowing base. These costs have been recorded as deferred financing costs and will be amortized over the term of the note. Additional deferred financing fees in the amount of $18,000 related to legal expenses and other costs to originate the credit facility have been recorded at March 31, 2013. These costs will be amortized over the term on the facility. Amortization of deferred financing fees in the amount of $2,000 were recorded during the year ended March 31, 2013. Additional borrowing base fees may be payable upon future increases in the borrowing base, if any. As of March 31, 2013, the Company had an outstanding balance under the Credit Facility of $4 million. In May 2013, the Company drew $1,000,000 on the Credit Facility, resulting in an outstanding balance of $5,000,000 as of June 2013.
|
6. Asset Retirement Obligation
|
For the purpose of determining the fair value of the asset retirement obligation incurred during the year ended March 31, 2013, the Company assumed an inflation rate of 4%, an estimated average asset life of 30 years, and a credit adjusted risk free interest rate of 7.73%.
|
The following reconciles the value of the asset retirement obligation for the periods presented. This included a short term obligation of $296,000 and $133,000 as of March 31, 2013 and 2012, respectively, which was a component of accrued liabilities on the balance sheets:
|
2013
|
2012
|
|||||||
Asset retirement obligation, beginning of the year
|
$ | 1,826,000 | $ | 1,922,000 | ||||
Liabilities settled
|
- | (401,000 | ) | |||||
Liabilities incurred
|
69,000 | 133,000 | ||||||
Revisions in estimated liabilities
|
33,000 | - | ||||||
Accretion
|
177,000 | 172,000 | ||||||
Asset retirement obligation, end of the year
|
2,105,000 | 1,826,000 | ||||||
Less current portion
|
(296,000 | ) | (133,000 | ) | ||||
Asset retirement obligation, less current portion
|
$ | 1,809,000 | $ | 1,693,000 |
7. Commitments
|
Office rent expense was approximately $158,000 and $145,000 for the years ended March 31, 2013 and 2012, respectively (including building maintenance charges). The Company is committed to a total of $366,000 for the remaining term on its 7,000 square foot office space located in downtown Denver, Colorado, ending April 30, 2016.
|
The Company also has commitments pertaining to software, phone and copy machine maintenance contracts totaling $7,000, $2,000, $1,000 and $1,000 for the years ending March 31, 2014, 2015, 2016 and 2017, respectively.
|
8. Shareholders' Equity
|
Preferred Shares. The Company has 600,000 shares of authorized preferred stock with a par value of $0.001 available for issuance in such series and preferences as determined by the Board of Directors. Since inception, the Company has not issued any preferred shares.
|
Common Shares. The Company has authorized 6,400,000 shares of common stock with a par value of $0.001. The total issued common stock as of March 31, 2013, was 1,802,000 common shares.
|
Share-Based Compensation. On March 8, 2007, the Board of Directors adopted a Director Compensation Plan (“the Plan”) allotting up to 50,728 shares of the Company’s common stock to be issued to independent, non-employee directors. In connection with the Plan, an annual stock grant equal to $36,000 is awarded to each independent director. The number of shares included in each grant is calculated based upon the average closing price of the ten trading days preceding each April 1st anniversary date. Shares are subject to certain restrictions and vesting.
|
During the year ended March 31, 2013, 4,929 shares of common stock reserved for issuance under the Plan were authorized for issuance. Accordingly, as of March 31, 2013, 10,186 shares of common stock remain available for issuance under the Plan. Grants of shares of restricted stock vest one-third each year over three years. In accordance with the terms of the Plan, if a director’s participation as a member of the Board ceases or is terminated for any reason prior to the date the shares of restricted stock are fully vested, the unvested portion of the restricted stock shall be automatically forfeited and shall revert back to the Company. The aggregate number of restricted stock awards outstanding and subject to vesting at March 31, 2013, for each non-employee director was as follows: Robertson – 4,342 shares; Rodgers – 4,342; and Calerich – 3,071. In addition, each of the three independent directors was granted 2,175 shares of restricted stock on April 1, 2013, subject to vesting and forfeiture. All restricted shares are considered issued and outstanding shares of the Company’s common stock at the grant date and have the same dividend and voting rights as other common stock.
|
A summary of the status of the Company’s nonvested shares under the Director Compensation Plan as of March 31, 2013 and 2012, and changes during the years ended on those dates is presented below:
|
2013
|
2012
|
|||||||||||||||
Weighted
|
Weighted
|
|||||||||||||||
Average
|
Average
|
|||||||||||||||
Grant
|
Grant
|
|||||||||||||||
Date Fair
|
Date Fair
|
|||||||||||||||
Shares
|
Value
|
Shares
|
Value
|
|||||||||||||
Nonvested shares, beginning of year
|
14,779 | $ | 186,000 | 17,662 | $ | 153,000 | ||||||||||
Granted
|
4,929 | 108,000 | 5,601 | 108,000 | ||||||||||||
Vested
|
(7,953 | ) | (87,000 | ) | (8,484 | ) | (75,000 | ) | ||||||||
Forfeited
|
- | - | - | - | ||||||||||||
Nonvested shares, end of year
|
11,755 | $ | 207,000 | 14,779 | $ | 186,000 |
As of March 31, 2013, there was $110,000 of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the Director Compensation Plan. That cost is expected to be recognized over a weighted-average period of 1.30 years.
|
Share-based compensation expense of $100,000 and $88,000 was recognized during the years ended March 31, 2013 and 2012, respectively, for restricted share grants to independent directors.
|
The 2011 Equity Incentive Compensation Plan (“the Equity Plan”) was adopted by the Board of Directors on July 14, 2011, subject to the approval of our Stockholders, which was obtained on September 23, 2011, making the Plan effective as of September 23, 2011. The Equity Plan was established to promote our interests and the interests of our Stockholders by encouraging the participants, namely employees, to increase their equity interest in us, thereby giving them an added incentive to work toward the Company’s continued growth and success, all the while enabling us to compete for the services of the individuals needed for our continued growth and success. Awards are in the form of restricted shares of common stock. These awards are subject to such restrictions as the Compensation Committee of the Board of Directors may impose, including vesting and risk of forfeiture.
|
The Equity Plan allows up to 150,000 shares of the Company’s common stock to be issued to personnel under the Plan. During the year ended March 31, 2013, 9,027 shares were granted. Subsequent to the grants, 286 shares were forfeited. No shares were granted during the year ended March 31, 2012. Subsequent to March 31, 2013, 5,013 shares have been granted. Accordingly, as of June 13, 2013, 136,246 shares of common stock remain available for issuance under the Equity Plan.
|
A summary of the status of the Company’s nonvested shares under the Equity Incentive Compensation Plan as of March 31, 2013 and 2012, and changes during the years ended on those dates is presented below:
|
||||||||||||||||
2013
|
2012
|
|||||||||||||||
Weighted
|
Weighted
|
|||||||||||||||
Average
|
Average
|
|||||||||||||||
Grant
|
Grant
|
|||||||||||||||
Date Fair
|
Date Fair
|
|||||||||||||||
Shares
|
Value
|
Shares
|
Value
|
|||||||||||||
Nonvested shares, beginning of year
|
- | $ | - | - | $ | - | ||||||||||
Granted
|
9,027 | 155,162 | - | - | ||||||||||||
Vested
|
(1,275 | ) | (20,833 | ) | - | - | ||||||||||
Forfeited
|
(286 | ) | (6,250 | ) | - | - | ||||||||||
Nonvested shares, end of year
|
7,466 | $ | 128,079 | - | $ | - |
Share-based compensation expense of $70,000 and $0 was recognized during the years ended March 31, 2013 and 2012, respectively, for restricted share grants to employees.
|
As of March 31, 2013, there was $78,000 of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the Equity Incentive Compensation Plan. That cost is expected to be recognized over a weighted-average period of 1.36 years.
|
Treasury Shares. On October 22, 2008, the Company’s Board of Directors authorized a share buyback program for the Company to repurchase up to 50,000 shares of its common stock for a period of up to 18 months. The program does not require the Company to repurchase any specific number of shares, and the Company may terminate the repurchase program at any time. On November 13, 2009, the Board of Directors increased the number of shares authorized for repurchase to 150,000. On February 10, 2010, the Board extended the termination date of the program from April 22, 2010 to October 22, 2011. Upon plan expiration, the Board again extended the program with a termination date of October 22, 2013. During the year ended March 31, 2013, no shares were purchased under the share buyback program. During the year ended March 31, 2012, 6,156 shares were repurchased under the share buyback program and 103,284 shares remain available for future repurchase. No treasury shares have been retired.
|
9. Income Tax
|
The provision for income tax for the years ending March 31, 2013 and 2012 is comprised of the following:
|
Year Ended March 31,
|
||||||||
2013
|
2012
|
|||||||
Current:
|
||||||||
Federal
|
$ | 40,000 | $ | 215,000 | ||||
State
|
22,000 | 25,000 | ||||||
Total current income tax
|
62,000 | 240,000 | ||||||
Deferred:
|
||||||||
Federal
|
226,000 | 382,000 | ||||||
State
|
14,000 | 30,000 | ||||||
Total deferred income tax
|
240,000 | 412,000 | ||||||
Income tax expense
|
$ | 302,000 | $ | 652,000 |
A reconciliation between the income tax provision at the statutory rate on income tax and the income tax provision for the years ended March 31, 2013 and 2012 is as follows:
|
||||||||
Year Ended March 31,
|
||||||||
2013
|
2012
|
|||||||
Federal tax at statutory rate
|
$ | 708,000 | $ | 1,336,000 | ||||
State taxes, net of federal benefit
|
18,000 | 68,000 | ||||||
Excess percentage depletion
|
(415,000 | ) | (486,000 | ) | ||||
Changes related to tax return amendments
|
- | (131,000 | ) | |||||
Changes in state rates and other adjustments to deferred taxes
|
(9,000 | ) | (135,000 | ) | ||||
Income tax expense
|
$ | 302,000 | $ | 652,000 | ||||
Effective rate expressed as a percentage of income before income tax
|
14.5 | % | 16.6 | % |
The overall effective tax rate expressed as a percentage of book income before income tax for the year ended March 31, 2013 was 14.5%, as compared to the year ended March 31, 2012 when it was 16.6%, was lower due to an over lower state income tax rate resulting from a change in the Company's state apportionment factors. The change in the state apportionment factors relate to the sale of the Company's Colorado oil and gas properties during the year ended March 31, 2012 and the resulting reduction in Colorado oil and gas revenue in the current year.
|
|
Net income tax payments were $341,000 and $1,000 for the years ended March 31, 2013 and 2012, respectively.
|
Net deferred tax assets and liabilities were comprised of:
|
Year Ended March 31,
|
|||||||
2013
|
2012
|
|||||||
Deferred tax assets:
|
||||||||
Statutory depletion carry-forward
|
$ | 1,467,000 | $ | 1,232,000 | ||||
Other accruals
|
131,000 | 88,000 | ||||||
Allowance for doubtful accounts
|
14,000 | 22,000 | ||||||
|
||||||||
Gross deferred tax assets
|
1,612,000 | 1,342,000 | ||||||
|
||||||||
Deferred tax liabilities:
|
||||||||
Depreciation, depletion and intangible drilling costs
|
(4,583,000 | ) | (4,073,000 | ) | ||||
Gross deferred tax liabilities
|
(4,583,000 | ) | (4,073,000 | ) | ||||
Net deferred tax liabilities
|
$ | (2,971,000 | ) | $ | (2,731,000 | ) |
Projections of future income taxes and their timing require significant estimates with respect to future operating results. Accordingly, deferred taxes may change significantly as more information and data is gathered with respect to such events as changes in commodity prices, their effect on the estimate of oil and gas reserves and the depletion of these long-lived reserves.
|
The Company is subject to U.S. federal income tax and income tax from multiple state jurisdictions. The tax years remaining subject to examination by tax authorities are the years ended March 31, 2010 through 2013.
|
10. Related Party Transactions
|
The Company maintains a policy permitting officers or directors to assign to the Company or receive assignments from the Company in oil and gas prospects, but only on the same terms and conditions as accepted by independent third parties. This policy also allows officers or directors and the Company to participate together in oil and gas prospects generated by independent third parties, but only on the same terms and conditions as accepted by non-related third parties. During the years ended March 31, 2013 and 2012, no director or officer participated with the Company in any new oil and gas transaction. In prior years, Mr. Singleton has participated with the Company in the acquisition of producing properties on the same terms and conditions as other third parties. As such, Mr. Singleton paid for his proportionate share of the acquisition costs at the time of the acquisition. With respect to his working interest in the four producing wells in which he currently has an ownership, as of March 31, 2013, the Company had no accrued balance due to or due from Mr. Singleton. As of March 31, 2012, the Company had an accrued balance due from Mr. Singleton of $1,000 for his share of operating expenses on these wells for which timely payment was subsequently received.
|
11. Oil and Gas Properties
|
The aggregate amount of capitalized costs related to oil and gas property and the aggregate amount of related accumulated depletion and impairment as of March 31, 2013 and 2012 are as follows:
|
2013
|
2012
|
|||||||
Proved properties
|
$ | 53,265,000 | $ | 37,112,000 | ||||
Unproved properties
|
2,156,000 | 4,409,000 | ||||||
Less accumulated depletion and impairment
|
(27,729,000 | ) | (25,778,000 | ) | ||||
Total oil and gas properties
|
$ | 27,692,000 | $ | 15,743,000 |
On January 31, 2012, we completed the divestiture and sale of the Company’s working and/or override interests in 38 wells in Weld County, Colorado to an unrelated third party for $5,900,000. After customary post-closing adjustments and expenses, the net proceeds from the transaction were $5,400,000. The adjusted purchase price was impacted by commissions, sales costs and post effective date revenue and expense modifications to the purchase price. Under the full cost method, no gain or loss is recognized upon the sale or abandonment of oil and gas property unless non-recognition of such gain or loss would significantly alter the relationship between capitalized costs and proved oil and gas reserves.
|
The following shows, by category and year incurred, the oil and gas property costs applicable to unproved property that were excluded from the full cost pool depletion computation as of March 31, 2013:
|
Total
|
||||||||||||||||
Exploration
|
Development
|
Acquisition
|
Unproved
|
|||||||||||||
Costs Incurred During Year Ended
|
Costs
|
Costs
|
Costs
|
Property
|
||||||||||||
March 31, 2013
|
$ | - | $ | 341,000 | $ | 247,000 | $ | 588,000 | ||||||||
March 31, 2012
|
- | - | 427,000 | 427,000 | ||||||||||||
Prior Years
|
- | - | 1,141,000 | 1,141,000 | ||||||||||||
Total
|
$ | - | $ | 341,000 | $ | 1,815,000 | $ | 2,156,000 |
Costs incurred in oil and gas property development, exploration and acquisition activities during the years ended March 31, 2013 and 2012 are summarized as follows:
|
2013
|
2012
|
|||||||
Development costs
|
$ | 13,077,000 | $ | 7,624,000 | ||||
Exploration costs
|
- | - | ||||||
Acquisitions:
|
||||||||
Proved
|
- | 335,000 | ||||||
Unproved
|
823,000 | 798,000 | ||||||
Total costs of development, exploration and acquisition activities
|
$ | 13,900,000 | $ | 8,757,000 |
12. Subsequent Events
|
On May 21, 2013 the Company drew $1,000,000 on it's Credit Facility, resulting in an outstanding balance of $5,000,000 as of June 13, 2013.
|
13. Unaudited Oil and Gas Reserves Information
|
As of March 31, 2013 and 2012, 100% of the estimated oil and gas reserves presented herein were derived from reports prepared by independent petroleum engineering firm Ryder Scott Company.
|
Proved developed reserves are reserves expected to be recovered through existing wells with existing equipment and operating methods. Proved undeveloped reserves are reserves expected to be recovered through wells yet to be completed.
|
Analysis of Changes in Proved Reserves. Estimated quantities of proved developed reserves (all of which are located within the United States), as well as the changes in proved developed reserves during the periods indicated, are presented in the following tables:
|
March 31, 2013
|
March 31, 2012
|
March 31, 2011
|
||||||||||||||||||||||
Oil
|
Gas
|
Oil
|
Gas
|
Oil
|
Gas
|
|||||||||||||||||||
(Bbls)
|
(Mcf)
|
(Bbls)
|
(Mcf)
|
(Bbls)
|
(Mcf)
|
|||||||||||||||||||
Proved Reserves:
|
||||||||||||||||||||||||
Balance, beginning of year
|
1,227,000 | 646,000 | 1,015,000 | 735,000 | 818,000 | 912,000 | ||||||||||||||||||
Revisions of previous estimates1
|
101,000 | 148,000 | 38,000 | 8,000 | 167,000 | (106,000 | ) | |||||||||||||||||
Extensions and discoveries2
|
1,245,000 | 1,936,000 | 295,000 | 351,000 | 62,000 | 39,000 | ||||||||||||||||||
Sales of reserves in place
|
- | - | (31,000 | ) | (221,000 | ) | - | - | ||||||||||||||||
Improved recovery
|
7,000 | 163,000 | 2,000 | - | 6,000 | 61,000 | ||||||||||||||||||
Purchase of reserves
|
- | - | 17,000 | - | 55,000 | 1,000 | ||||||||||||||||||
Production3
|
(123,000 | ) | (107,000 | ) | (109,000 | ) | (227,000 | ) | (93,000 | ) | (172,000 | ) | ||||||||||||
Balance, end of year
|
2,457,000 | 2,786,000 | 1,227,000 | 646,000 | 1,015,000 | 735,000 | ||||||||||||||||||
Proved developed reserves:
|
||||||||||||||||||||||||
Balance, beginning of year
|
1,077,000 | 515,000 | 1,015,000 | 735,000 | 727,000 | 912,000 | ||||||||||||||||||
Balance, end of year
|
1,388,000 | 1,182,000 | 1,077,000 | 515,000 | 1,015,000 | 735,000 | ||||||||||||||||||
Proved undeveloped reserves:
|
||||||||||||||||||||||||
Balance, beginning of year
|
150,000 | 131,000 | - | - | 91,000 | - | ||||||||||||||||||
Balance, end of year
|
1,069,000 | 1,604,000 | 150,000 | 131,000 | - | - |
1
|
Revisions of Previous Estimates – Estimates reflect an overall steady trend of increases in oil and gas prices since December 2008, when prices reached a 5-year low.
|
|
2
|
Extensions and Discoveries – Additions during the year ended March 31, 2013 consisted of 103 wells, 102 in North Dakota and 1 in Louisiana. Extensions and discoveries during the year ended March 31, 2012 were 19 wells, all of which are located in North Dakota. Additions during the year ended March 31, 2011, consisted of eleven new wells – North Dakota (7), Montana (2), Colorado (1) and Texas (1).
|
|
3
|
Production – Volumes of oil and gas that were produced were removed from reserves during the year.
|
|
The table below sets forth a standardized measure of the estimated discounted future net cash flows attributable to the Company’s proved oil and gas reserves. Estimated future cash inflows were computed by applying the 12 month average price of oil and gas on the first day of each month to the estimated future production of proved oil and gas reserves as of March 31, 2013, 2012, and 2011. The future production and development costs represent the estimated future expenditures to be incurred in producing and developing the proved reserves, assuming continuation of existing economic conditions. Discounting the annual net cash flows at 10% illustrates the impact of timing on these future cash flows.
|
For the years ended March 31,
|
||||||||||||
2013
|
2012
|
2011
|
||||||||||
Future cash inflows
|
$ | 217,487,000 | $ | 116,925,000 | $ | 81,053,000 | ||||||
Future cash outflows:
|
||||||||||||
Production cost
|
(88,280,000 | ) | (53,568,000 | ) | (41,185,000 | ) | ||||||
Development cost
|
(28,255,000 | ) | (2,757,000 | ) | - | |||||||
Future income tax
|
(25,675,000 | ) | (14,614,000 | ) | (6,545,000 | ) | ||||||
Future net cash flows
|
75,277,000 | 45,986,000 | 33,323,000 | |||||||||
Adjustment to discount future annual net cash flows at 10%
|
(43,661,000 | ) | (22,803,000 | ) | (15,826,000 | ) | ||||||
Standardized measure of discounted future net cash flows
|
$ | 31,616,000 | $ | 23,183,000 | $ | 17,497,000 |
For the years ended March 31,
|
||||||||||||
2013
|
2012
|
2011
|
||||||||||
Standardized measure, beginning of year
|
$ | 23,183,000 | $ | 17,497,000 | $ | 12,514,000 | ||||||
Sales of oil and gas, net of production cost
|
(7,514,000 | ) | (8,156,000 | ) | (5,204,000 | ) | ||||||
Net change in sales prices, net of production cost
|
(9,091,000 | ) | 5,135,000 | 5,886,000 | ||||||||
Discoveries, extensions and improved recoveries, net of future development cost
|
21,075,000 | 10,285,000 | 1,567,000 | |||||||||
Change in future development costs
|
- | - | - | |||||||||
Development costs incurred during the period that reduced future development cost
|
(2,757,000 | ) | - | - | ||||||||
Sales of reserves in place
|
- | (1,761,000 | ) | - | ||||||||
Revisions of quantity estimates
|
2,036,000 | 916,000 | 3,806,000 | |||||||||
Accretion of discount
|
3,780,000 | 2,113,000 | 1,874,000 | |||||||||
Net change in income tax
|
3,320,000 | (3,312,000 | ) | 3,685,000 | ||||||||
Purchase of reserves
|
- | 352,000 | 1,408,000 | |||||||||
Changes in timing of rates of production
|
(2,416,000 | ) | 114,000 | (8,039,000 | ) | |||||||
Standardized measure, end of year
|
$ | 31,616,000 | $ | 23,183,000 | $ | 17,497,000 |
(a)
|
Documents filed as part of this Annual Report on Form 10-K.
|
|
(1)
|
Financial Statements
|
|
All financial statements as set forth under Item 8 of this report.
|
||
(2)
|
Supplementary Financial Statement Schedules
|
|
None.
|
||
(3)
|
Exhibits
|
|
See (b) below.
|
||
(b)
|
Exhibits
|
|
The following exhibits are filed pursuant to Item 601 of Regulation S-K:
|
Exhibit No.
|
|
Document
|
3(i)a
|
|
Restated Certificate of Incorporation of Earthstone Energy, Inc., effective May 12, 1981, as amended by (i) Certificate of Amendment of Certificate of Incorporation, effective November 20, 1986; (ii) Certificate of Amendment of Certificate of Incorporation, effective July 1, 1996; and (iii) Certificate of Designations of Series A Junior Participating Preferred Stock, effective February 5, 2009, incorporated by reference to Exhibit 3(i) of our Quarterly Report on Form 10-Q for the quarter ended December 31, 2009, filed with the SEC on February 17, 2009.
|
3(i)b
|
|
Amended and Restated Certificate of Incorporation as approved by shareholders of the Company at the Company’s 2009 Annual Meeting of Shareholders and the amendments to the Company’s Certificate of Incorporation previously disclosed in the Company’s proxy statement on Schedule 14A filed with the Securities and Exchange Commission on November 5, 2009, incorporated by reference to Exhibit 3(i) on Form 8-K filed with the SEC on March 3, 2010.
|
3(i)c
|
|
Certificate of Amendment to Certificate of Incorporation dated December 20, 2010 are incorporated by reference to Exhibit 3(i) on Form 8-K filed with the SEC on January 4, 2011.
|
3(ii)a
|
|
Bylaws of Earthstone Energy, Inc., dated July 15, 1986, as amended by First Amendment to Bylaws, dated February 4, 2009, incorporated by reference to Exhibit 3(ii) of our Quarterly Report on Form 10-Q for the quarter ended December 31, 2009, filed with the SEC on February 17, 2009.
|
3(ii)b
|
|
Amended and Restated Bylaws reflecting changes made to the Company’s Certificate of Incorporation to remove certain outdated and redundant provisions that existed in our prior Bylaws with respect to corporate governance, shareholder and director meeting procedures, and indemnification procedures. Changes to the Bylaws include, among other things: (i) amendments to reflect the new name of the Company; (ii) expansion of certain provisions with respect to shareholders’ meetings and record dates; (iii) amendments in respect of corporate governance, board committees, and board meetings; (iv) amendments to certain provisions in respect of officers and their duties; (v) amendments to certain provisions in respect of share certificates; and (vi) removal of indemnification provisions are incorporated by reference to Exhibit 3(ii) on Form 8-K filed with the SEC on March 3, 2010.
|
3(ii)c
|
|
Amended and Restated Bylaws of Earthstone Energy, Inc., dated February 4, 2009, as amended on November 22, 2011, to add a new Section 2.13 to the Bylaws which indicates that the transfer books and records of the Company will not be closed for any purpose, incorporated by reference to Exhibit 3(ii)c of our Current Report on Form 8-K, filed with the SEC on November 23, 2011.
|
4.1
|
|
Rights Agreement, dated February 4, 2009, between Earthstone Energy, Inc. and Corporate Stock Transfer, Inc., incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K, filed with the SEC on February 5, 2009.
|
4.2
|
Specimen Stock Certificate of Earthstone Energy, Inc., incorporated by reference to Exhibit 4.2 of our Annual Report on Form 10-K for the year ended March 31, 2011, filed with the SEC on June 16, 2011..
|
|
10.1
|
|
Oil and Gas Incentive Compensation Plan, dated April 1, 1980, as amended, incorporated by reference to our Annual Report on Form 10-K for the year ended March 31, 1985, filed with the SEC.
|
10.3
|
|
Performance Bonus Plan, dated effective April 1, 2007, incorporated by reference to Exhibit 10.3 of our Amended 10-K/A, filed with the SEC on October 9, 2009.
|
10.4
|
|
Director Compensation Plan, dated effective April 1, 2007, incorporated by reference to Exhibit 10.4 of our Amended 10-K/A, filed with the SEC on October 9, 2009 as amended by board resolution dated March 31, 2010, incorporated by reference to Exhibit 10.4 of our Annual Report on Form 10-K for the year ended March 31, 2010, filed with the SEC on June 18, 2010.
|
10.5
|
|
Form of Restricted Stock Agreement pursuant to the Director Compensation Plan, incorporated by reference to Exhibit 10(ii) of the Annual Report on Form 10-KSB for the year ended March 31, 2008, filed with the SEC on July 11, 2008.
|
10.6
|
|
Part-Time Employment and Confidentiality Agreement, effective March 31, 2008, between Joseph Young and Earthstone, incorporated by reference to Exhibit 10.6 of our Amended 10-K/A, filed with the SEC on October 9, 2009.
|
10.7
|
|
Financial Consulting Agreement, effective March 16, 2011, between QAS, LLC and Earthstone, incorporated by reference to Exhibit 10.7 of our Annual Report on Form 10-K for the year ended March 31, 2011, filed with the SEC on June 16, 2011.
|
10.8
|
|
2011 Equity Incentive Compensation Plan, effective September 23, 2011, incorporated by reference to Appendix A, of Schedule 14A, filed with the SEC on July 29, 2011.
|
10.9
|
|
Financial Consulting Agreement, effective December 12, 2012, between SJM Financial and Accounting
and Earthstone, incorporated by reference to Exhibit 10.9 of our Annual Report on Form 10-K for the year ended March 31, 2013, filed with the SEC on June 13, 2013.
|
14.1
|
|
Code of Business Conduct and Ethics, incorporated by reference to Exhibit 14.1 of our Annual Report on Form 10-KSB/A for the year ended March 31, 2004, filed with the SEC on May 11, 2005.
|
21
|
|
Subsidiary List, incorporated by reference to Exhibit 21 of our Amended 10-K/A, filed with the SEC on October 9, 2009.
|
|
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Ray Singleton, President and Chief Executive Officer), filed herewith.
|
|
|
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Paul Maniscalco, Interim Chief Financial Officer), filed herewith.
|
|
|
Certification Pursuant to 18 U.S.C. §1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Ray Singleton, President and Chief Executive Officer), filed herewith.
|
|
|
Certification Pursuant to 18 U.S.C. §1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Paul Maniscalco, Interim Chief Financial Officer), filed herewith.
|
|
99.1
|
|
Nominating Committee Charter, adopted September 28, 2009, incorporated by reference to Exhibit 99.1 of our Amended 10-K/A, filed with the SEC on October 9, 2009.
|
99.2
|
|
Compensation Committee Charter, adopted September 28, 2009, incorporated by reference to Exhibit 99.2 of our Amended 10-K/A, filed with the SEC on October 9, 2009.
|
Report of Ryder Scott Company, filed herewith.
|
||
101
|
The following materials from the Company’s quarterly report on Form 10-K for the year ended March 31, 2013, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Shareholders’ Equity, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements, tagged as blocks of text.
|
|
|
|
Name and Capacity
|
|
Date
|
|
|
|
By: /s/ Ray Singleton
|
|
June 13, 2013
|
|
|
|
Ray Singleton, President and
|
|
|
Chief Executive Officer
|
|
|
By: /s/ Paul Maniscalco
|
|
June 13, 2013
|
|
|
|
Paul Maniscalco, Interim Chief Financial Officer
|
|
|
|
|
Name and Capacity
|
|
Date
|
|
|
|
By: /s/ Ray Singleton
|
|
June 13, 2013
|
|
|
|
Ray Singleton, Director
|
|
|
|
|
|
By: /s/ Richard K. Rodgers
|
|
June 13, 2013
|
|
|
|
Richard K. Rodgers, Director and
|
|
|
Compensation Committee Chairman
|
|
|
|
|
|
By: /s/ Monroe W. Robertson
|
|
June 13, 2013
|
|
|
|
Monroe W. Robertson, Director and
|
|
|
Audit Committee Chairman
|
|
|
|
||
By: /s/ Andrew P. Calerich
|
June 13, 2013
|
|
Andrew P. Calerich, Director
|
1.
|
I have reviewed this Annual Report on Form 10-K of Earthstone Energy, Inc. (the “registrant”);
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and
|
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
June 13, 2013
|
By:
|
/s/ Ray Singleton | |
Ray Singleton
|
|||
President and Chief Executive Officer
|
|||
1.
|
I have reviewed this Annual Report on Form 10-K of Earthstone Energy, Inc. (the “registrant”);
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and
|
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
June 13, 2013
|
By:
|
/s/ Paul D. Maniscalco | |
Paul D. Maniscalco
|
|||
Interim Chief Financial Officer
|
|||
(1)
|
The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
|
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company as of, and for, the periods presented in the Report.
|
June 13, 2012
|
By:
|
/s/ Ray Singleton | |
Ray Singleton
|
|||
President and Chief Executive Officer
|
|||
(1)
|
The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
|
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company as of, and for, the periods presented in the Report.
|
June 13, 2013
|
By:
|
/s/ Paul D. Maniscalco | |
Paul D. Maniscalco
|
|||
Interim Chief Financial Officer
|
|||
:-(\F>3_P`[O+6N^9]?G%MH^D132(]S,P)6*-I8T0NU#1>52:`5
M)&*LR_.C_G)#\E?^<>K#3]1_-[S[8>48]6?AI5BRS7=]=&M&:&RM(YKAT7]I
MPG%>Y&*I1IG_`#E9^06M_E)JWYYZ+^8MCK'Y7Z`8E\P>8K**YGDT]I9(X@EY
M91PM=0,&E4D/$"%/,_!\6*LY\Q_G+^6/E+R%I7YGZ_YSTVS\B:ZMBVA^8TD:
MX@OOTGQ-D+00+(\[3\@45%)([8JR+SOYX\K_`)<>4M<\]>=-6BT+RIY;M3>Z
MYK$RR,EO`"`798U=SNP%`I.*L;F_.?\`+"W\V>1_(T_G338?-OYE: 34M8TQ]%M?KRIJ\7U:*V'K0@J6AE=8Y"B%FYU
M"K%+'_G);\W[;7]>\GZW^2VB:KY^_P`!WWG;RQ^7GE3S.+_5[>:VNK&WATC7
M4GLX([*:7](1MZJLZ42;CRX@LJG;_P#.0OYBZ/-^;/E#S!Y!\M7WYG?E[;>4
MKC1-,T;7Y7TB^_QC=36=JEY=W-G'+9FWDMY'F+1,#"!(O6@546_YR+\_V/E?
M3!=^3_*FM>>/-_Y@:9Y%_+RX\M>86U3ROJAU"V%[<7K7Z6XN(A8017+31M`"
M3$H0GU`0H)>Q_D;^:>K_`)F:?Y]LO-'EV'ROYR_++SAJ'D[S7IMG/) =//&E>7O/NM:]-#^8
M'_../F?RW-Y;CL-$+W*&7RSK]PA_3%Q;<87(2219D+L%C`&*OJKR]_SDUY&\
MR:_I.CVUCJ5CI?F;4[G1?)_FVZ?3?J6J7]J+MI(8K>.^DOHN0LI?3>>VC22@
MX,>2U5>3>9_^ M%D^GO^<"
M?^<;/S%_)O\`*S\S[W\W)(=$\\?GCK5QKFI>5[&0.-$CGCDAA@-RC2(9?WA8
MA"0GPK4D'%7C$/\`SA)^87EW_G'/\@V\DZ3YJK27$6KPXF0-;AYFO_..GG.#S1Y[UK\\
M/R$_.SS-)YS_`#`U+5HO-GD3S3H=;72WOC?:>\EII5Q!=32*[*)%<%$,:/%Q
M88+6&(0)(ZIKYQN/RRE_YR1_YRUU/\^/R_T#\Z/S3\OIH5M^2_Y1^;[NTT^&
M/R38:?\`6[K4;*_U;_1*<99II^)>7U(W`4 +3`Q@=C($B!.Y^'7NZTWPTIC(DY"0=J-;_8]8I_
MSC1YS\G>4/R8T[\EM4_-3\O_`"1K^F^4-)MGT"XO;'1FGT][NUU0W=[PD:T:
M$!7NXB^[KRKRS`ADUF#++.,O!*8LU*OA0VMR)#&0(D&@W^6OYQ7/E/REY(T7
MRS_SAKY[_+/R[?:AKUI?>6--TNU@AT2+2X([I;R6&'TP_P"D'D*1$"KNKU:M
M*T:O23U66>3+J(RF(CGR_ABK__T_OYBKL5=BK1KVQ5O%78J[%78J[%78J[%78J
M[%78J[%78J[%78J[%78J[%78J[%78J[%78J[%78J[%78J[%78J[%78J[%78J
M[%78J[%78J[%78J[%78J[%78J\+_`#U_(S1/S\T[R5Y:\VWI/DSR[YHL_,?F
M;RLT"SV^O16,4ZQ:?=0?.=WHVH#1O,6OS^5M1T=[AC/I&HZE/J%JUXMPB<+@?
M6&5U0L@H*,QKBKZ"Q5V*NQ5V*NQ5V*NQ5V*NQ5V*NQ5V*NQ5V*NQ5V*NQ5V*
MNQ5V*NQ5V*NQ5V*O_]?[^8J[%78J[%78J[%78J[%78J[%78J[%78J[%78J[%
M78J[%78J[%78J[%78JT0#U%>V*N``V`H/`8JW0=:;^.*M4`)(`!/4XJWBKL5
M=BKL5=BKL5=BKL5=BKL5=BKL5=BKL5=BKL5=BKL5=BKL5=BKL5=BKL5=BKL5
M=BKL5=BKL5=BKL5=BKL5=BKL5=BKL5=BKL5:`ZXJWBKL5=BKL5=BKL5=BKL5
M=BKL5=BKL5=BKL5=BKL5=BKL5=BKL5=BKL5=BKL5=BKL5=BKL5?_T/OYBKL5
M=BKL5=BKL5=BKL5=BKL5=BKL5=BKL5=BKL5=BKL5=BKL5=BKL5=BKL5=BKL5
M=BKL5=BKL5=BKL5=BKL5=BKL5=BK51OOTZXJZH\<5;J/'KTQ5V*NQ5JHZ5W\
M,5=4>.*MXJ[%78JU7?I].*MU'CUZ8JZH\<5=4>.*M5%:5W\,5;Q5JH\<5=4>
M(\<5=4'H:XJW4>.*NK3KBKL5:J/'%6\5=BKL5=BKL5=BKL5=BKL5=BKL5=BK
ML5=BKL5=BKL5=BKL5=BKL5=BKL5=BKL5=BKL5:[XJWBKL5=BKL5=BKL5=BKL
M5?_1^_F*NQ5V*NQ5V*NQ5V*NQ5V*NQ5V*NQ5V*NQ5V*NQ5V*NQ5V*NQ5V*NQ
M5V*NQ5V*NQ5V*NQ5V*NQ5V*NQ5V*NQ5V*NQ5^?/_`#E;;ZOK'YT_DUY8@M?S
M,UG0-0\E^=M0U?R]^5_F%]!U2:>PGT5;:Y0_E[Y;_/G\X-:_YR(T?S?_`,Y*?F)Y2_,[\F_->HZ=Y0T#0H-)
MTC17TRZB:Y\OWEQ#]0D:\CN%4\N;_9''K\669,F#0X\,CIX3QY:)D?K._#("
M5^FO=S8QE.0D>+Z6'^5/-^A_G]^