UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
☑ | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Fiscal Year Ended December 31, 2016
Or
☐ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File No. 001-35049
EARTHSTONE ENERGY, INC.
(Exact name of registrant as specified in its charter)
Delaware |
| 84-0592823 |
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
1400 Woodloch Forest Drive, Suite 300
The Woodlands, Texas 77380
(Address of principal executive offices)
Registrant’s telephone number, including area code: (281) 298-4246
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Name of each exchange on which registered |
Common Stock, $0.001 par value per share |
| NYSE MKT |
Securities registered under Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☑
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ☐ No ☑
Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to post such filed). Yes ☑ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☑
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):
| ☐ |
| Accelerated filer |
| ☑ | |
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Non-accelerated filer |
| ☐ (Do not check if a smaller reporting company) |
| Smaller reporting company |
| ☐ |
Emerging growth Company |
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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 ☑
The aggregate market value of voting and non-voting common equity held by non-affiliates computed by reference to the price of $10.78 per share at which the common equity was last sold, as of the last business day of the registrant’s most recently completed second fiscal quarter was approximately $133,417,225.
As of March 9, 2017 22,273,820 shares of the registrant’s common stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
This Amendment No. 1 (this “Amended Filing”) on Form 10-K/A amends the Annual Report on Form 10-K of Earthstone Energy, Inc. (the “Company”) for the year ended December 31, 2016, originally filed with the Securities and Exchange Commission (the “SEC”) on March 15, 2017 (the “Original Filing”). This Amended Filing is being filed solely to amend the report of Cawley, Gillespie & Associates, Inc. (“CGA”), independent petroleum engineers, dated December 31, 2016, included as Exhibit 99.1 to the Original Filing and to amend the consent of CGA included as Exhibit 23.1.
Except as described as above, no changes have been made to the Original Filing. The Original Filing continues to speak as of the date of the Original Filing, and the Company has not updated the disclosures contained therein to reflect any events that have occurred as of a date subsequent to the date of the Original Filing. Accordingly, this Amended Filing should be read in conjunction with the Original Filing and the Company’s filings made with the SEC subsequent to the filing of the Original Filing. The filing of this Amended Filing is not an admission that the Original Filing, when filed, included any untrue statement of a material fact or omitted to state a material fact necessary to make a statement not misleading.
We are including currently dated certifications by our Principal Executive Officer and Principal Financial Officer as Exhibits 31.3 and 31.4 under Section 302 of the Sarbanes-Oxley Act of 2002, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Because no financial statements have been included in this Amended Filing and because this Amended Filing does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K under the Exchange Act, paragraphs 3, 4 and 5 of these certifications have been omitted. Additionally, we are not including updated certifications under Section 906 of the Sarbanes-Oxley Act of 2002, as there are no financial statements included in the Amended Filing.
Item 15. Exhibits, Financial Statements and Schedules
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| Incorporated by Reference |
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Exhibit No. |
| Description |
| Form |
| SEC File No. |
| Exhibit |
| Filing Date |
| Filed Herewith |
| Furnished Herewith |
2.1 |
| Arrangement Agreement, dated December 16, 2015, among Earthstone Energy, Inc., 1058286 B.C. Ltd. and Lynden Energy Corp. |
| 8-K |
| 001-35049 |
| 2.1 |
| December 17, 2015 |
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2.1(a) |
| First Amendment to Arrangement Agreement dated March 29, 2016, among Earthstone Energy, Inc., 1058286 B.C. Ltd. And Lynden Energy Corp. |
| 8-K |
| 001-35049 |
| 2.1 |
| March 29, 2016 |
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2.2 |
| Contribution Agreement dated November 7, 2016, by and among Earthstone Energy, Inc., Earthstone Energy Holdings, LLC, Lynden USA Inc., Lynden USA Operating, LLC, Bold Energy Holdings, LLC and Bold Energy III LLC. |
| 8-K |
| 001-35049 |
| 2.1 |
| November 8, 2016 |
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3.1 |
| Amended and Restated Certificate of Incorporation of Earthstone Energy, Inc. dated February 26, 2010. |
| 8-K |
| 001-35049 |
| 3(i) |
| March 3, 2010 |
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3.1(a) |
| Certificate of Amendment to Certificate of Incorporation of Earthstone Energy, Inc. dated December 20, 2010. |
| 8-K |
| 001-35049 |
| 3(i) |
| January 4, 2011 |
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3.1(b) |
| Certificate of Amendment of Certificate of Incorporation of Earthstone Energy, Inc. dated December 19, 2014. |
| 8-K |
| 001-35049 |
| 3.1 |
| December 29, 2014 |
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3.1(c) |
| Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Earthstone Energy, Inc. dated October 22, 2015. |
| 8-K |
| 001-35049 |
| 3.1 |
| October 26, 2015 |
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3.2 |
| Amended and Restated Bylaws of Earthstone Energy, Inc. dated February 26, 2010. |
| 8-K |
| 001-35049 |
| 3(ii) |
| March 10, 2010 |
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3.2(a) |
| First Amendment to the Amended and Restated Bylaws of Earthstone Energy, Inc. dated November 22, 2011. |
| 8-K |
| 001-35049 |
| 3(ii)c |
| November 23, 2011 |
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3.2(b) |
| Second Amendment to the Amended and Restated Bylaws of Earthstone Energy, Inc. dated October 22, 2015. |
| 8-K |
| 001-35049 |
| 3.2 |
| October 26, 2015 |
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4.1 |
| Rights Agreement dated February 4, 2009 between Earthstone Energy, Inc. and Corporate Stock Transfer, Inc. |
| 8-K |
| 001-35049 |
| 4.1 |
| February 5, 2009 |
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4.1(a) |
| First Amendment to the Rights Agreement dated May 15, 2014, by and among Earthstone Energy, Inc., Corporate Stock Transfer, Inc., and Direct Transfer LLC. |
| 8-A/A |
| 001-35049 |
| 4.1 |
| May 16, 2014 |
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4.1(b) |
| Second Amendment to the Rights Agreement dated May 15, 2014 between Earthstone Energy, Inc. and Direct Transfer LLC. |
| 8-A/A |
| 001-35049 |
| 4.2 |
| May 16, 2014 |
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| Third Amendment to the Rights Agreement dated October 16, 2014 between Earthstone Energy, Inc. and Direct Transfer LLC. |
| 8-A/A |
| 001-35049 |
| 4.1 |
| October 20, 2014 |
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4.2 |
| Specimen Common Stock Certificate of Earthstone Energy, Inc. |
| 10-K |
| 001-35049 |
| 4.2 |
| June 16, 2011 |
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10.1 |
| Credit Agreement dated December 19, 2014, by and among Earthstone Energy, Inc., Oak Valley Operating, LLC, EF Non-OP, LLC, Sabine River Energy, LLC, Basic Petroleum Services, Inc., BOKF, NA dba Bank of Texas, and the Lenders party thereto. |
| 8-K |
| 001-35049 |
| 10.4 |
| December 29, 2014 |
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10.1(a) |
| First Amendment to the Credit Agreement dated December 19, 2014, by and among Earthstone Energy, Inc., Oak Valley Operating, LLC, EF Non-OP, LLC, Sabine River Energy, LLC, Basic Petroleum Services, Inc., BOKF, NA dba Bank of Texas, and the Lenders party thereto. |
| 8-K |
| 001-35049 |
| 10.1 |
| December 4, 2015 |
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10.1(b) |
| Second Amendment to the Credit Agreement dated May 18, 2016, by and among Earthstone Energy, Inc., Earthstone Operating, LLC, EF Non-OP, LLC, Sabine River Energy, LLC, Basic Petroleum Services, Inc., Lynden Energy Corp., Lynden USA, Inc., BOKF, NA dba Bank of Texas, and the Lenders party thereto. |
| 8-K |
| 001-35049 |
| 10.1 |
| May 18, 2016 |
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10.1( c) |
| Third Amendment and Limited Waiver to the Credit Agreement dated July 27, 2016, by and among Earthstone Energy, Inc., Earthstone Operating, LLC, EF Non-OP, LLC, Sabine River Energy, LLC, Basic Petroleum Services, Inc., Lynden Energy Corp., Lynden USA, Inc., BOKF, NA dba Bank of Texas, and the Lenders party thereto. |
| 8-K |
| 001-35049 |
| 10.1 |
| July 27, 2016 |
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10.2 |
| Exchange Agreement dated May 15, 2014 between Earthstone Energy, Inc. and Oak Valley Resources, LLC. |
| 8-K |
| 001-35049 |
| 10.1 |
| May 16, 2014 |
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10.2(a) |
| Amendment to the Exchange Agreement dated September 26, 2014 between Earthstone Energy, Inc. and Oak Valley Resources, LLC. |
| 8-K |
| 001-35049 |
| 10.1 |
| October 2, 2014 |
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10.3 |
| Contribution Agreement dated October 16, 2014, among Earthstone Energy, Inc., Oak Valley Resources, LLC, Sabine River Energy, LLC, Oak Valley Operating, LLC, Parallel Resource Partners, LLC, and Flatonia Energy, LLC. |
| 8-K |
| 001-35049 |
| 10.1 |
| October 20, 2014 |
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| First Amendment to Contribution Agreement dated June 4, 2015, by and among Earthstone Energy, Inc., Oak Valley Resources, LLC, Sabine River Energy, LLC, Earthstone Operating, LLC, Parallel Resources Partners, LLC, and Flatonia Energy, LLC. |
| 8-K |
| 001-35049 |
| 10.1 |
| June 10, 2015 |
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10.4 |
| Registration Rights Agreement dated December 19, 2014 between Earthstone Energy, Inc. and Oak Valley Resources, LLC. |
| 8-K |
| 001-35049 |
| 10.1 |
| December 29, 2014 |
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10.5 |
| Registration Rights Agreement dated December 19, 2014, by and among Earthstone Energy, Inc., Parallel Resource Partners, LLC, Flatonia Energy, LLC, and Oak Valley Resources, LLC. |
| 8-K |
| 001-35049 |
| 10.2 |
| December 29, 2014 |
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10.6† |
| Earthstone Energy, Inc. Employee Severance Compensation Plan. |
| 8-K |
| 001-35049 |
| 10.2 |
| May 16, 2014 |
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10.7† |
| Earthstone Energy, Inc. 2014 Long-Term Incentive Plan. |
| 8-K |
| 001-35049 |
| 10.3 |
| December 29, 2014 |
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10.7(a)† |
| First Amendment to the Earthstone Energy, Inc. 2014 Long-Term Incentive Plan dated October 22, 2015. |
| 8-K |
| 001-35049 |
| 10.1 |
| October 26, 2015 |
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10.8 |
| Form of Indemnification Agreement. |
| 8-K |
| 001-35049 |
| 10.5 |
| December 29, 2014 |
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10.9† |
| Earthstone Energy, Inc. 2011 Equity Incentive Compensation Plan. |
| Def. Proxy Statement |
| 001-35049 |
| Appendix A |
| July 29, 2011 |
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10.10† |
| Earthstone Energy, Inc. Performance Bonus Plan. |
| 10-K/A |
| 001-35049 |
| 10.3 |
| October 9, 2009 |
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10.11 |
| Form of Voting Support Agreement |
| 8-K |
| 001-35049 |
| 10.1 |
| December 17, 2015 |
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10.12† |
| Form of Restricted Stock Unit Agreement (Executive Management) |
| 8-K |
| 001-35049 |
| 10.1 |
| June 1, 2016 |
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10.13† |
| Form of Restricted Stock Unit Agreement (Employee) |
| 8-K |
| 001-35049 |
| 10.2 |
| June 1, 2016 |
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10.14† |
| Form of Restricted Stock Unit Agreement (Non-Employee Director) |
| 8-K |
| 001-35049 |
| 10.3 |
| June 1, 2016 |
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10.15 |
| Voting and Support Agreement |
| 8-K |
| 001-35049 |
| 10.1 |
| November 8, 2016 |
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14 |
| Code of Business Conduct and Ethics. |
| 10-KSB/A |
| 001-35049 |
| 14.1 |
| May 11, 2005 |
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21.1 |
| List of Subsidiaries. |
| 10-K |
| 001-35049 |
| 21.1 |
| March 15, 2017 |
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23.1 |
| Consent of Cawley, Gillespie & Associates, Inc. |
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| X |
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23.2 |
| Consent of Grant Thornton LLP |
| 10-K |
| 001-35049 |
| 23.2 |
| March 15, 2017 |
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23.3 |
| Consent of Weaver and Tidwell, L.L.P. |
| 10-K |
| 001-35049 |
| 23.3 |
| March 15, 2017 |
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31.1 |
| Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act. |
| 10-K |
| 001-35049 |
| 31.1 |
| March 15, 2017 |
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31.2 |
| Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act. |
| 10-K |
| 001-35049 |
| 31.2 |
| March 15, 2017 |
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31.3 |
| Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act. |
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| X |
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31.4 |
| Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act. |
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| X |
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| Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act. |
| 10-K |
| 001-35049 |
| 32.1 |
| March 15, 2017 |
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32.2 |
| Certification of the Chief Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act. |
| 10-K |
| 001-35049 |
| 32.2 |
| March 15, 2017 |
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99.1 |
| Report of Cawley, Gillespie & Associates, Inc. |
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| X |
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101.INS |
| XBRL Instance Document. |
| 10-K |
| 001-35049 |
| 101.INS |
| March 15, 2017 |
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101.SCH |
| XBRL Schema Document. |
| 10-K |
| 001-35049 |
| 101.SCH |
| March 15, 2017 |
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101.CAL |
| XBRL Calculation Linkbase Document. |
| 10-K |
| 001-35049 |
| 101.CAL |
| March 15, 2017 |
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101.DEF |
| XBRL Definition Linkbase Document. |
| 10-K |
| 001-35049 |
| 101.DEF |
| March 15, 2017 |
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101.LAB |
| XBRL Label Linkbase Document. |
| 10-K |
| 001-35049 |
| 101.LAB |
| March 15, 2017 |
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101.PRE |
| XBRL Presentation Linkbase Document. |
| 10-K |
| 001-35049 |
| 101.PRE |
| March 15, 2017 |
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| † | Indicates management contract or compensatory plan or arrangement. |
Pursuant to the requirements of Section 13 or 15(d) 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.
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| EARTHSTONE ENERGY, INC. | |||
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| By: |
| /s/ Frank A. Lodzinski |
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| Name: |
| Frank A. Lodzinski |
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Date: July 31, 2017 |
| Title: |
| President and Chief Executive Officer (Principal Executive Officer) |
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