Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Oct. 27, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-41546 | |
Entity Registrant Name | Vitesse Energy, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 88-3617511 | |
Entity Address, Address Line One | 9200 E. Mineral Avenue, | |
Entity Address, Address Line Two | Suite 200 | |
Entity Address, City or Town | Centennial, | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80112 | |
City Area Code | (720) | |
Local Phone Number | 361-2500 | |
Title of 12(b) Security | Common Stock, par value $0.01 | |
Trading Symbol | VTS | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 28,787,378 | |
Entity Central Index Key | 0001944558 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash | $ 1,747 | $ 10,007 |
Revenue receivable | 38,198 | 41,393 |
Commodity derivatives (Note 6) | 0 | 2,112 |
Prepaid expenses and other current assets | 1,550 | 841 |
Total current assets | 41,495 | 54,353 |
Oil and Gas Properties-Using the successful efforts method of accounting (Note 2) | ||
Proved oil and gas properties | 1,135,849 | 985,751 |
Less accumulated DD&A and impairment | (438,714) | (382,974) |
Total oil and gas properties | 697,135 | 602,777 |
Other Property and Equipment—Net | 166 | 114 |
Other Assets | ||
Commodity derivatives (Note 6) | 325 | 1,155 |
Other noncurrent assets | 1,845 | 2,085 |
Total other assets | 2,170 | 3,240 |
Total assets | 740,966 | 660,484 |
Current Liabilities | ||
Accounts payable | 24,466 | 7,207 |
Accrued liabilities (Note 7) | 52,656 | 25,849 |
Commodity derivatives (Note 6) | 6,296 | 3,439 |
Other current liabilities | 0 | 184 |
Total current liabilities | 83,418 | 36,679 |
Long-term Liabilities | ||
Revolving credit facility (Note 5) | 56,000 | 48,000 |
Deferred tax liability (Note 11) | 48,456 | 0 |
Asset retirement obligations | 7,633 | 6,823 |
Other noncurrent liabilities | 4,252 | 0 |
Total liabilities | 199,759 | 91,502 |
Commitments and Contingencies (Note 9) | ||
Predecessor Redeemable Management Incentive Units (Note 10) | 4,559 | |
Equity (Note 10) | ||
Preferred stock, $0.01 par value, 5,000,000 shares authorized; 0 shares issued at September 30, 2023 | 0 | |
Common stock, $0.01 par value, 95,000,000 shares authorized; 32,812,025 shares issued at September 30, 2023 | 328 | |
Additional paid-in capital | 582,372 | |
Accumulated deficit | (41,493) | |
Predecessor members' equity-common units-450,000,000 units outstanding (Note 10) | 564,423 | |
Total equity | 541,207 | |
Total liabilities, redeemable units and equity | $ 740,966 | $ 660,484 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) | Sep. 30, 2023 $ / shares shares |
Statement of Financial Position [Abstract] | |
Preferred stock, par value (in USD per share) | $ / shares | $ 0.01 |
Preferred stock, authorized (in shares) | 5,000,000 |
Preferred stock, issued (in shares) | 0 |
Common stock, par value (in USD per share) | $ / shares | $ 0.01 |
Common stock, authorized (in shares) | 95,000,000 |
Common stock, issued (in shares) | 32,812,025 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue | ||||
Total revenue | $ 55,054,000 | $ 77,098,000 | $ 164,602,000 | $ 220,874,000 |
Operating Expenses | ||||
Lease operating expense | 9,985,000 | 8,323,000 | 28,384,000 | 22,483,000 |
Production taxes | 5,152,000 | 6,636,000 | 15,325,000 | 18,612,000 |
General and administrative | 3,820,000 | 5,745,000 | 19,143,000 | 12,252,000 |
Depletion, depreciation, amortization, and accretion | 19,013,000 | 17,777,000 | 56,233,000 | 46,953,000 |
Equity-based compensation (Note 10) | 1,146,000 | (17,329,000) | 30,545,000 | 4,911,000 |
Total operating expenses | 39,116,000 | 21,152,000 | 149,630,000 | 105,211,000 |
Operating Income | 15,938,000 | 55,946,000 | 14,972,000 | 115,663,000 |
Other (Expense) Income | ||||
Commodity derivative gain (loss), net | (17,083,000) | 31,037,000 | (4,885,000) | (17,338,000) |
Interest expense | (1,166,000) | (1,250,000) | (3,461,000) | (3,003,000) |
Other income | 49,000 | 6,000 | 99,000 | 12,000 |
Total other (expense) income | (18,200,000) | 29,793,000 | (8,247,000) | (20,329,000) |
Income (Loss) Before Income Taxes | (2,262,000) | 85,739,000 | 6,725,000 | 95,334,000 |
(Provision for) Benefit from Income Taxes | 796,000 | 0 | (46,386,000) | 0 |
Net Income (Loss) | (1,466,000) | 85,739,000 | (39,661,000) | 95,334,000 |
Net income attributable to Predecessor common unit holders | 0 | 85,739,000 | 1,832,000 | 95,334,000 |
Net Income (Loss) Attributable to Vitesse Energy, Inc. | $ (1,466,000) | $ 0 | $ (41,493,000) | $ 0 |
Weighted average common shares / Predecessor common unit outstanding - basic (in shares) | 29,659,763 | 438,625,000 | 29,660,924 | 438,625,000 |
Weighted average common shares / Predecessor common unit outstanding - diluted (in shares) | 29,659,763 | 438,625,000 | 29,660,924 | 438,625,000 |
Net income (loss) per common share / Predecessor common unit - basic (in USD per share) | $ (0.05) | $ 0.19 | $ (1.40) | $ 0.21 |
Net income (loss) per common share / Predecessor common unit - diluted (in USD per share) | $ (0.05) | 0.19 | $ (1.40) | 0.21 |
Net loss per Predecessor non-founder MIUs classified as temporary equity–basic (in USD per share) | 0 | 0 | ||
Net loss per Predecessor non-founder MIUs classified as temporary equity–diluted (in USD per share) | $ 0 | $ 0 | ||
Oil | ||||
Revenue | ||||
Total revenue | $ 53,293,000 | $ 62,387,000 | $ 152,512,000 | $ 179,508,000 |
Natural gas | ||||
Revenue | ||||
Total revenue | $ 1,761,000 | $ 14,711,000 | $ 12,090,000 | $ 41,366,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Predecessor Members' Equity | Accumulated Deficit |
Beginning balance at Dec. 31, 2021 | $ 480,074 | $ 480,074 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | (7,157) | (7,157) | |||
Distribution to common unit holders | (18,000) | (18,000) | |||
Fair market value MIU adjustment (Note 10) | (2,169) | (2,169) | |||
Ending balance at Mar. 31, 2022 | 452,748 | 452,748 | |||
Beginning balance at Dec. 31, 2021 | 480,074 | 480,074 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 95,334 | ||||
Distribution to common unit holders | (36,000) | ||||
Fair market value MIU adjustment (Note 10) | (1,600) | ||||
Ending balance at Sep. 30, 2022 | 537,812 | 537,812 | |||
Beginning balance at Mar. 31, 2022 | 452,748 | 452,748 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 16,752 | 16,752 | |||
Distribution to common unit holders | (18,000) | (18,000) | |||
Fair market value MIU adjustment (Note 10) | (4,827) | (4,827) | |||
Ending balance at Jun. 30, 2022 | 446,673 | 446,673 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 85,739 | 85,739 | |||
Distribution to common unit holders | 0 | ||||
Fair market value MIU adjustment (Note 10) | 5,400 | 5,400 | |||
Ending balance at Sep. 30, 2022 | 537,812 | 537,812 | |||
Beginning balance at Dec. 31, 2022 | 564,423 | 564,423 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | (47,815) | 1,832 | $ (49,647) | ||
Issuance of common stock in exchange for Vitesse Energy, LLC (in shares) | 25,914,891 | ||||
Issuance of common stock in exchange for Vitesse Energy, LLC | 0 | $ 259 | $ 565,996 | (566,255) | |
Issuance of common stock in exchange for Non-Founder MIU's (in shares) | 163,544 | ||||
Issuance of common stock in exchange for Non-Founder MIU's | 4,559 | $ 2 | 4,557 | ||
Acquisition of Vitesse Oil, LLC (in shares) | 2,120,312 | ||||
Acquisition of Vitesse Oil, LLC | 30,628 | $ 21 | 30,607 | ||
Issuance/forfeiture of restricted stock units (in shares) | 3,136,456 | ||||
Issuance/forfeiture of restricted stock units | 0 | $ 31 | (31) | ||
Issuance of Transitional Plan awards (in shares) | 1,475,631 | ||||
Issuance of Transitional Plan awards | 0 | $ 15 | (15) | ||
Equity-based compensation | 27,972 | 27,972 | |||
Common stock dividends declared | (16,405) | (16,405) | |||
Repurchase of common stock (in shares) | (14,600) | ||||
Repurchases of common stock | (248) | (248) | |||
Common stock, shares outstanding, Ending balance (in shares) at Mar. 31, 2023 | 32,796,234 | ||||
Ending balance at Mar. 31, 2023 | 563,114 | $ 328 | 612,433 | (49,647) | |
Beginning balance at Dec. 31, 2022 | 564,423 | $ 564,423 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | (39,661) | ||||
Issuance of common stock in exchange for Non-Founder MIU's (in shares) | 163,544 | ||||
Acquisition of Vitesse Oil, LLC (in shares) | 2,120,312 | ||||
Acquisition of Vitesse Oil, LLC | 30,600 | ||||
Common stock dividends declared | $ (49,200) | ||||
Repurchase of common stock (in shares) | (14,600) | ||||
Repurchases of common stock | $ (200) | ||||
Common stock, shares outstanding, Ending balance (in shares) at Sep. 30, 2023 | 32,812,025 | ||||
Ending balance at Sep. 30, 2023 | 541,207 | $ 328 | 582,372 | (41,493) | |
Common stock, shares outstanding, beginning balance (in shares) at Mar. 31, 2023 | 32,796,234 | ||||
Beginning balance at Mar. 31, 2023 | 563,114 | $ 328 | 612,433 | (49,647) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 9,620 | 9,620 | |||
Issuance/forfeiture of restricted stock units (in shares) | 16,666 | ||||
Equity-based compensation | 1,428 | 1,428 | |||
Common stock dividends declared | (16,408) | (16,408) | |||
Common stock, shares outstanding, Ending balance (in shares) at Jun. 30, 2023 | 32,812,900 | ||||
Ending balance at Jun. 30, 2023 | 557,754 | $ 328 | 597,453 | (40,027) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | (1,466) | (1,466) | |||
Issuance/forfeiture of restricted stock units (in shares) | (875) | ||||
Issuance/forfeiture of restricted stock units | (120) | (120) | |||
Equity-based compensation | 1,447 | 1,447 | |||
Common stock dividends declared | (16,408) | (16,408) | |||
Common stock, shares outstanding, Ending balance (in shares) at Sep. 30, 2023 | 32,812,025 | ||||
Ending balance at Sep. 30, 2023 | $ 541,207 | $ 328 | $ 582,372 | $ (41,493) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash Flows from Operating Activities | ||
Net income (loss) | $ (39,661) | $ 95,334 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depletion, depreciation, amortization, and accretion | 56,233 | 46,953 |
Unrealized loss (gain) on derivative instruments | 5,799 | (23,942) |
Equity-based compensation | 30,545 | 4,911 |
Deferred income taxes | 46,386 | 0 |
Amortization of debt issuance costs | 486 | 341 |
Changes in operating assets and liabilities that provided (used) cash: | ||
Revenue receivable | 5,907 | (14,858) |
Prepaid expenses and other current assets | (882) | (117) |
Accounts payable | 5,593 | (449) |
Accrued liabilities | (101) | 1,945 |
Other | (2) | 8 |
Net cash provided by Operating Activities | 110,303 | 110,126 |
Cash Flows from Investing Activities | ||
Acquisition of oil and gas properties | (21,817) | (22,003) |
Development of oil and gas properties | (55,511) | (39,653) |
Purchase of property and equipment | (129) | (9) |
Net cash used in Investing Activities | (77,457) | (61,665) |
Cash Flows from Financing Activities | ||
Proceeds from revolving credit facility | 32,000 | 16,000 |
Repayments of revolving credit facility | (24,000) | (28,000) |
Repayments of Vitesse Oil revolving credit facility | (5,000) | 0 |
Dividends/distributions paid | (43,479) | (36,000) |
Repurchases of common stock | (248) | 0 |
Debt issuance costs | (379) | (1,807) |
Net cash used in Financing Activities | (41,106) | (49,807) |
Net Increase (Decrease) in Cash | (8,260) | (1,346) |
Cash—Beginning of period | 10,007 | 5,356 |
Cash—End of period | 1,747 | 4,010 |
Supplemental Disclosure of Cash Flow Information | ||
Cash paid for interest | 3,120 | 2,738 |
Cash paid for income taxes | 1,292 | 0 |
Supplemental Disclosure of Noncash Activity | ||
Oil and gas properties included in accounts payable and accrued liabilities | 57,527 | 18,556 |
Asset retirement obligations capitalized to oil and gas properties | 392 | 0 |
Issuance of common stock to acquire Vitesse Oil | 30,628 | 0 |
Unit-based compensation liability transferred to predecessor redeemable management incentive units | $ 0 | $ 46 |
Nature of Business
Nature of Business | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | Nature of Business Vitesse Energy, Inc. (“Vitesse” or the “Company”) was incorporated under the General Corporation Law of the State of Delaware on August 5, 2022 as a wholly owned subsidiary of an affiliate of Jefferies Financial Group Inc. (“JFG”) for the purpose of effecting the Spin-Off of Vitesse Energy, LLC (the “Predecessor”) by JFG. On January 13, 2023, JFG completed the legal and structural separation of the Predecessor from JFG. To effect the separation, first, JFG and Jefferies Capital Partners (“JCP”), among others, undertook certain Pre-Spin-Off Transactions described below: * Certain members of management of the Predecessor transferred all of their equity interest in the Predecessor to JFG as repayment for loans from affiliates of JFG; * JFG and other holders of the Predecessor’s equity interests transferred all of their interest in the Predecessor to Vitesse in exchange for newly issued shares of common stock, par value $0.01 per share (“common stock”), of Vitesse; * Vitesse Oil, LLC ("Vitesse Oil") equity holders transferred their interests in Vitesse Oil to Vitesse in exchange for newly issued shares of Vitesse common stock (the “Vitesse Oil Transaction”); * Compensation agreements and compensation plans of the Predecessor were eliminated and replaced with new compensation plans of Vitesse, including a long-term incentive plan; * Vitesse entered into a Revolving Credit Facility, which amended and restated the Predecessor’s credit facility, and used the proceeds to repay in full and terminate the Vitesse Oil Revolving Credit Facility and repay the Predecessor’s credit facility. * The Predecessor entered into a Separation and Distribution Agreement and Tax Matters Agreement with JFG related to the Spin-Off. JFG and JCP then distributed the Vitesse outstanding common stock held by each to their respective shareholders, and Vitesse became an independent, publicly traded company. The Company’s common stock began trading on the New York Stock Exchange on January 17, 2023 under the symbol “VTS.” The issued and outstanding member interests of the Predecessor and Vitesse Oil together represented substantially all of those businesses or investments of JFG and JCP that acquire, develop, manage and monetize non-operated oil and natural gas working, royalty and mineral interests in the United States. Immediately prior to the completion of the Spin-Off, the Company succeeded to the operations of the Predecessor. As the Predecessor and the Company were under common control, and because the Company was not a substantive entity prior to the Spin-Off, for accounting purposes the Company has succeeded to the operations of the Predecessor. The Vitesse Oil Transaction is accounted for as an asset acquisition by the Company as Vitesse Oil and the Company were not under common control. The Predecessor is a Delaware limited liability company formed on April 29, 2014. Prior to the Spin-Off, the membership interests in the Predecessor were held approximately 97.5% by affiliates of JFG and approximately 2.5% by 3B Energy, LLC (“3B”), an entity whose members are comprised of certain executives of the Company. Financial information presented for periods ended prior to January 13, 2023 is that of the Predecessor, which was organized as a tax partnership. Therefore, for periods prior to January 13, 2023 the financial statements of the Company do not reflect the impact of income taxes. As noted above, as a result of the Spin-Off, the Predecessor became a wholly owned subsidiary of Vitesse, which is organized as a taxable corporation. Therefore, the financial statements of the Company reflect the impact of income taxes applied to the consolidated results of operations of the Company, including the initial basis differences between tax and financial accounting for our assets and liabilities at the Spin-Off resulting in a one time charge of $44.1 million to income tax expense. Financial information presented for periods ended on and after January 13, 2023 is that of the Company, which reflects the combined results of the Predecessor and Vitesse Oil. The business purpose of the Company is to acquire, own, explore, develop, manage, produce, exploit, and dispose of oil and gas properties. The Company is focused on returning capital to stockholders through owning and acquiring non-operated working interest and royalty interest ownership primarily in the core of the Bakken and Three Forks formations in the Williston Basin of North Dakota and Montana. The Company also owns non-operated interests in oil and gas properties in the Central Rockies, including the Denver-Julesburg Basin and the Powder River Basin. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Change in Estimate that is Inseparable from a Change in Accounting Principle Effective January 1, 2023, the Company changed its method of recording gathering and transportation (“GT”) costs. Under the current method, GT costs are presented as a deduction to oil and gas revenue, following how these items are reported to us by operators of our oil and gas properties. Prior to January 1, 2023, under our previous method, we determined the GT costs that were reported within production expense versus revenue deductions based on our best estimates using information from all our operators in aggregate. Both methods of determining classification of GT costs are acceptable given that we do not operate any of our oil and gas properties and do not have access to such GT contracts with the customer. The change represents a change in estimate effected by a change in accounting principle. Although the change does not have a material impact to the financial statements the change in methodology has been applied on a retrospective basis to the prior periods presented in order to conform to the current period presentation. This change results in a reclassification within the statements of operations and has no balance sheet impact, nor does it impact net income, operating income, the gross margin we generate from our interests in oil and gas properties, or cash flows for any period. Principles of Consolidation The accompanying unaudited condensed consolidated interim financial statements (the “financial statements”) include the accounts of the Company and its subsidiaries, including the Predecessor, Vitesse Oil, Vitesse Management Company LLC (“Vitesse Management”) and Vitesse Oil, Inc. Intercompany balances and transactions have been eliminated in consolidation. Interim Financial Statements These financial statements in this Quarterly Report on Form 10-Q have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, these financial statements reflect all adjustments, consisting of normal recurring adjustments, that are, in the opinion of management, necessary to present fairly the financial position and results of operations for the respective interim periods. Certain information and note disclosures normally included in our annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted from these financial statements pursuant to such rules and regulations, although we believe that the disclosures made are adequate to make the information presented not misleading. Results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. These financial statements and other information included in this Quarterly Report on Form 10-Q should be read in conjunction with the 2022 audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2022. Segment and Geographic Information The Company operates in a single reportable segment. The Company’s chief operating decision maker is the Chief Executive Officer. All of the Company’s operations are conducted in the continental United States. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Depletion, depreciation, and amortization (“DD&A”) and the evaluation of proved oil and gas properties for impairment are determined using estimates of oil and gas reserves. There are numerous uncertainties in estimating the quantity of reserves and in projecting the future rates of production and timing of development expenditures, which includes lack of control over future development plans as a non-operator. Oil and gas reserve engineering is a subjective process of estimating underground accumulations of oil and gas that cannot be measured in an exact way. In addition, significant estimates include, but are not limited to, estimates relating to certain crude oil and natural gas revenues and expenses, fair value of assets acquired and liabilities assumed in business combinations, valuation of Predecessor equity-based compensation, and valuation of commodity derivative instruments. Further, these estimates and other factors, including those outside of the Company’s control, such as the impact of lower commodity prices, may have a significant adverse impact to the Company’s business, financial condition, results of operations and cash flows. Cash and Cash Equivalents The Company considers all investments with an original maturity of three months or less when purchased to be cash equivalents. As of the balance sheet date and periodically throughout the quarter, balances of cash exceeded the federally insured limit. As of September 30, 2023 and December 31, 2022, the Company held no cash equivalents. Oil and Gas Properties The Company follows the successful efforts method of accounting for oil and gas activities. Under this method of accounting, costs associated with the acquisition, drilling, and equipping of successful exploratory wells and costs of successful and unsuccessful development wells are capitalized and depleted, net of estimated salvage values, using the units-of-production method on the basis of a reasonable aggregation of properties within a common geological structural feature or stratigraphic condition, such as a reservoir or field. During the three and nine months ended September 30, 2023, the Company recorded depletion expense of $18.8 million and $55.7 million, respectively. The Company’s depletion rate per Boe for the three and nine months ended September 30, 2023 was $18.61 and $18.08, respectively. During the three and nine months ended September 30, 2022, the Company recorded depletion expense of $17.7 million, and $46.7 million, respectively. The Company’s depletion rate per Boe for the three and nine months ended September 30, 2022 was $17.21 and $16.73, respectively. Exploration, geological and geophysical costs, delay rentals, and drilling costs of unsuccessful exploratory wells are charged to expense as incurred. The sale of a partial interest in a proved property is accounted for as a cost recovery, and no gain or loss is recognized as long as this treatment does not significantly affect the units-of-production amortization rate. A gain or loss is recognized for all other sales of proved properties. Costs associated with unevaluated exploratory wells are excluded from the depletable base until the determination of proved reserves, at which time those costs are reclassified to proved oil and gas properties and subject to depletion. If it is determined that the exploratory well costs were not successful in establishing proved reserves, such costs are expensed at the time of such determination. The Company reviews its oil and gas properties for impairment whenever events and circumstances indicate a decline in the recoverability of their carrying value. The Company estimates the expected future cash flows of its oil and gas properties and compares such cash flows to the carrying amount of the proved oil and gas properties to determine if the amount is recoverable. If the carrying amount exceeds the estimated undiscounted future cash flows, the Company will adjust its proved oil and gas properties to estimated fair value. The factors used to estimate fair value include estimates of reserves, future commodity prices adjusted for basis differentials, future production estimates, anticipated capital expenditures, and a discount rate commensurate with the risk associated with realizing the projected cash flows. The discount rate is a rate that management believes is representative of current market conditions and includes estimates for a risk premium and other operational risks. There were no proved oil and gas property impairments during the three and nine months ended September 30, 2023 and 2022. Equity-Based Compensation The Company recognizes equity-based compensation expense associated with its long-term incentive plan (“LTIP”) awards using the straight-line method over the requisite service period, which is generally the vesting period of the award except when provisions are present that accelerate vesting, based on their grant date fair values. The Company has elected to account for forfeitures of equity awards as they occur. Predecessor Equity-Based Compensation In 2020, the Predecessor amended its Limited Liability Company Agreement (the “Company Agreement”) which modified certain terms and conditions related to management incentive units (“MIUs”) (see Note 10) and common units held by the founding members of management. The Predecessor accounted for MIUs granted to employees (which excludes the founding members of management) as liability awards under accounting guidance related to share-based compensation, whereby vested awards are recognized as liabilities, with changes in the estimated value of the awards recorded in earnings, until the holders have borne the risk of unit ownership, at which point the liability associated with the employee MIUs is reclassified to temporary equity, and changes in the estimated value of the employee MIUs are recorded as an adjustment to members’ equity. Equity-based compensation was also recognized for in-substance call options granted to the founding members of management which were classified as liabilities, recorded at estimated fair market value at each period end. Changes in the estimated fair value were recorded in earnings. As the Predecessor was a private entity whose units were not traded, we considered the average volatility of comparable entities to develop an estimate of expected volatility which resulted in a reasonable estimate of fair value. Refer to Note 10 for further information regarding these awards. Revenue Recognition The Company’s revenue is derived from the sale of its produced oil and natural gas from wells in which the Company has non-operated revenue or royalty interests. The Company’s oil and natural gas are produced and sold primarily in the core of the Williston Basin in North Dakota and Montana. The sales of produced oil and natural gas are made under contracts that the operators of the wells have negotiated with customers, which typically include variable consideration based on monthly pricing tied to local indices and volumes delivered. Revenue is recorded at the point in time when control of the produced oil and natural gas transfers to the customer. Statements and payment may not be received via the operator of the wells for one For the oil and natural gas produced from wells in which the Company has non-operated revenue or royalty interests, the Company recognizes revenue based on the details included in the statements received from the operator. Any gathering, transportation, processing, production taxes, and other deductions included on the statements are recorded based on the information provided by the operator. The Company does not disclose the value of unsatisfied performance obligations as it applies the practical exemption which applies to variable consideration that is recognized as control of the product is transferred to the customer. Since each unit of product represents a separate performance obligation, future volumes are wholly unsatisfied, and disclosure of the transaction price allocated to remaining performance obligations is not required. Concentrations of Credit Risk For the three and nine months ended September 30, 2023, three operators accounted for 49 percent and 48 percent, respectively, of oil and natural gas revenue. For the three and nine months ended September 30, 2022, four operators accounted for 58 percent and 56 percent, respectively, of oil and natural gas revenue. As of September 30, 2023 and December 31, 2022, two and four operators accounted for 45 percent and 65 percent, respectively, of oil and natural gas revenue receivable. The Company’s oil and natural gas revenue receivable is generated from the sale of oil and natural gas by operators on its behalf. The Company monitors the financial condition of its operators. Income Taxes Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently payable plus deferred income taxes related to certain income and expenses recognized in different periods for financial and income tax reporting purposes. Deferred income tax liabilities represent the future income tax consequences of those differences, which will be taxable when liabilities are settled. Deferred income taxes may also include tax credits and net operating losses that are available to offset future income taxes. Deferred income taxes are measured by applying currently enacted tax rates. The Company accounts for uncertainty in income taxes for tax positions taken or expected to be taken in a tax return. Only tax positions that meet the more-likely-than-not recognition threshold are recognized. The Company does not have any uncertain tax positions recorded as of September 30, 2023. The Predecessor was a limited liability company that passed tax liability through to its members and accordingly did not record income tax expense. Deferred Finance Charges Costs associated with the revolving credit facility are deferred and amortized to interest expense over the term of the related financing. The amount of deferred financing costs incurred, and the amortization of deferred financing costs, was immaterial for all periods presented. Derivative Financial Instruments The Company enters into derivative contracts to manage its exposure to oil and gas price volatility. Commodity derivative contracts may take the form of swaps, puts, calls, or collars. Cash settlements from the Company’s commodity price risk management activities are recorded in the month the contracts mature. Any realized gains and losses on settled derivatives, as well as mark-to-market gains or losses, are aggregated and recorded to Commodity derivative (loss) gain, net on the statements of operations. GAAP requires recognition of all derivative instruments on the balance sheets as either assets or liabilities measured at fair value. Subsequent changes in the derivatives’ fair value are recognized currently in earnings unless specific hedge accounting criteria are met. Gains and losses on derivative hedging instruments must be recorded in either other comprehensive income or current earnings, depending on the nature and designation of the instrument. The Company has elected to not designate any derivative instruments as accounting hedges, and therefore marks all commodity derivative instruments to fair value and records changes in fair value in earnings. Amounts associated with deferred premiums on derivative instruments are recorded as a component of the derivatives’ fair values (see Note 6). New Accounting Pronouncements In June 2016, FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments. The ASU includes changes to the accounting and measurement of financial assets requiring the Company to recognize an allowance for all expected credit related losses over the life of the financial asset at origination. This is different from the current practice, where an allowance is not recognized until the losses are considered probable. The new guidance was effective for the Company on January 1, 2023. Upon adoption, the ASU was applied using a modified retrospective transition method to the beginning of the earliest period in which the new guidance is effective. The adoption of the new guidance did not have a material impact on its financial statements and related disclosures. |
Asset Acquisitions
Asset Acquisitions | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Asset Acquisitions | Asset Acquisitions The Company acquires proved developed and proved undeveloped oil and gas properties that are proximate or complementary to existing properties and leases for strategic purposes. During the three months ended September 30, 2023, the Company purchased proved oil and gas properties and proved leaseholds for an aggregate purchase price of $17.6 million. During the nine months ended September 30, 2023, the Company purchased proved oil and gas properties and proved leaseholds for an aggregate purchase price of $21.8 million. In addition, as part of the Spin-Off, $35.6 million of oil and gas properties and $5.0 million of net liabilities of Vitesse Oil were contributed in exchange for 2,120,312 shares of common stock of the Company for total consideration of $30.6 million. During the three and nine months ended September 30, 2022, the Company purchased proved oil and gas properties and proved leaseholds for an aggregate purchase price of $3.6 million and $22.0 million, respectively. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Accounting standards require certain assets and liabilities be reported at fair value in the consolidated financial statements and provide a framework for establishing that fair value. The framework for determining fair value is based on a hierarchy that prioritizes the inputs and valuation techniques used to measure fair value. Fair values determined by Level 1 inputs use quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Fair values determined by Level 2 inputs use other inputs that are observable, either directly or indirectly. These Level 2 inputs include quoted prices for similar assets and liabilities in active markets and other inputs, such as interest rates, yield curves, and forward commodity price curves, that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset or liability. These Level 3 fair value measurements are based primarily on management’s own estimates using pricing models, discounted cash flow methodologies, or similar techniques taking into account the characteristics of the asset or liability. Significant Level 3 inputs include estimated future cash flows used in determining the fair value of purchased oil and gas properties. In instances where inputs used to measure fair value fall into different levels in the above fair value hierarchy, fair value measurements in their entirety are categorized based on the lowest level input that is significant to the valuation. The Company’s assessment of the significance of particular inputs to these fair value measurements requires judgment and considers factors specific to each asset or liability. Recurring Fair Value Measurements As of September 30, 2023, the Company’s derivative financial instruments are composed of commodity swaps. The fair value of the swap agreements is determined under the income valuation technique using a discounted cash flow model. The fair values of any options are determined under the income valuation technique using an option pricing model along with the stated amount of deferred premiums if applicable. The valuation models require a variety of inputs, including contractual terms, published forward commodity prices, volatilities for options, and discount rates, as appropriate. The Company’s estimates of fair value of derivatives include consideration of the counterparty’s creditworthiness, the Company’s creditworthiness, and the time value of money. The consideration of these factors results in an estimated exit price for each derivative asset or liability under a marketplace participant’s view. All of the significant inputs are observable, either directly or indirectly; therefore, the Company’s commodity derivative instruments are included within Level 2 of the fair value hierarchy (see Note 6). Financial Instruments Not Measured at Fair Value |
Revolving Credit Facility
Revolving Credit Facility | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Revolving Credit Facility | Revolving Credit Facility Revolving Credit Facility In connection with the Spin-Off in January 2023, the Company entered into a secured revolving credit facility with Wells Fargo Bank, N.A., as administrative agent, and a syndicate of banks, as lenders (the “Revolving Credit Facility”). The Revolving Credit Facility amends and restates the revolving credit facility of the Predecessor (the “Prior Revolving Credit Facility”). The Predecessor, as predecessor borrower under the Predecessor Revolving Credit Facility, assigned the liens and existing rights, liabilities and obligations under the Prior Revolving Credit Facility to the Company pursuant to the Revolving Credit Facility. The Revolving Credit Facility will mature on April 29, 2026. The Revolving Credit Facility permits borrowing on a revolving credit basis with availability equal to the least of (1) the aggregate elected commitments, (2) the borrowing base and (3) the maximum credit amount of $500.0 million. Our borrowing base under the Revolving Credit Facility is subject to regular, semi-annual redeterminations on or about April 1 and October 1 of each year based on, among other things, the value of our proved oil and natural gas reserves, as determined by the lenders in their discretion. As of September 30, 2023, the Company’s borrowing base was $245.0 million with an aggregate elected commitment of $170.0 million of which $56.0 million was outstanding. At our option, borrowings under the Revolving Credit Facility bear interest at a rate unchanged from the Predecessor Revolving Credit Facility, which is either an adjusted forward-looking term rate based on SOFR (“Term SOFR”) or an adjusted base rate (“Base Rate”) (the highest of the administrative agent’s prime rate, the federal funds rate plus 0.50% or the 30-day Term SOFR rate plus 1.0%), plus an applicable margin expected to range from 1.75% to 2.75% with respect to Base Rate borrowings and 2.75% to 3.75% with respect to Term SOFR borrowings, in each case based on the current commitment utilization percentage. Interest is calculated and paid monthly in arrears. Additionally, the Company incurs an unused credit facility fee, paid quarterly, of 0.50% of the unutilized commitment regardless of the borrowing base utilization percentage. As of September 30, 2023, the interest rate on the outstanding balance under the Revolving Credit Facility was 8.42%. Consistent with the Prior Revolving Credit Facility, the Revolving Credit Facility is guaranteed by all of our subsidiaries and is collateralized by a first priority lien on substantially all assets of Vitesse and its subsidiaries, including a first priority lien on properties representing a minimum of 85% of the total present value of our proved oil and natural gas properties. The Revolving Credit Facility contains various affirmative, negative and financial maintenance covenants. These covenants limit our ability to, among other things, incur or guarantee additional debt, make distributions to our equity holders, make certain investments and acquisitions, incur certain liens or permit them to exist, enter into certain types of transactions with affiliates, merge or consolidate with another company and transfer, sell or otherwise dispose of assets. Under the Revolving Credit Facility, we are permitted to make cash distributions without limit to our equity holders if (i) no event of default or borrowing base deficiency (i.e., outstanding debt (including loans and letters of credit) exceeds the borrowing base) then exists or would result from such distribution and (ii) after giving effect to such distribution, (a) our total outstanding credit usage does not exceed 80% of the least of (the following collectively referred to as “Commitments”): (1)$500.0 million (2) our then effective borrowing base, and (3) the then-effective aggregate amount of the aggregate elected commitments and (b) as of the date of such distribution, the EBITDAX Ratio does not exceed 1.50 to 1.00. If our EBITDAX Ratio does not exceed 2.25 to 1.00, and if our total outstanding credit usage does not exceed 80% of the Commitments, we may also make distributions if our free cash flow (as defined under the Revolving Credit Facility) is greater than $0 and we have delivered a certificate to our lenders attesting to the foregoing. The Revolving Credit Facility contains covenants requiring us to maintain the following financial ratios tested on a quarterly basis: (1) a consolidated Total Funded Debt to consolidated EBITDAX ratio (in each case, as defined in the Revolving Credit Facility) of not greater than 3.0 to 1.0; and (2) a ratio of consolidated current assets to consolidated current liabilities of not less than 1.0 to 1.0. These financial covenants are consistent with the Predecessor Revolving Credit Facility. The Revolving Credit Facility also contains covenants that require that the Company enter into swap agreements covering not less than 40% of reasonably anticipated PDP production for the following four quarters when the Utilization Percentage, as defined in the Revolving Credit Facility, is less than 50% and covering at least 50% of reasonably anticipated PDP production for the following eight quarters if the Utilization Percentage is 50% or greater. The Revolving Credit Facility contains customary events of default, including non-payment, breach of covenants, materially incorrect representations, cross default, bankruptcy and change in control. If an event of default exists under the Revolving Credit Facility the lenders will be able to terminate the lending commitments, accelerate the maturity of the Revolving Credit Facility and exercise other rights and remedies with respect to the collateral. The Company was in compliance with all financial covenants of the Revolving Credit Facility at September 30, 2023. On May 2, 2023, the Company entered into an amendment to the Revolving Credit Facility in conjunction with the regular semi-annual borrowing base redetermination that reduced the borrowing base to $245 million (primarily related to lower commodity prices), reaffirmed elected commitments at $170 million and reduced hedging requirements in certain circumstances, among other items. Prior Revolving Credit Facility In May 2015, the Predecessor entered into a credit facility with a syndicate of banks as lenders led by Wells Fargo Bank, N.A. as the administrative agent with the Predecessor as the borrower, which originally matured in May 2020. The Prior Revolving Credit Facility was subsequently amended, and the maturity date was extended to April 2026. The most recent amendment was executed in April 2022 (the “April 2022 amendment”). The Prior Revolving Credit Facility specified an aggregate maximum credit amount equal to $500.0 million and a maximum borrowing base, as determined by the lenders. The determination of the borrowing base took into consideration the estimated value of the Predecessor’s oil and gas properties in accordance with the lenders’ customary practices for oil and gas loans. The borrowing base was subject to scheduled redeterminations on a semiannual basis. The amount available for borrowing could be increased or decreased as a result of such redeterminations. As of December 31, 2022, the borrowing base under the Prior Revolving Credit Facility was $200.0 million with an elected commitment of $170.0 million of which $48.0 million was outstanding. Prior to the April 2022 amendment, the Predecessor had the option to request borrowings under either a eurodollar loan or an alternative base rate loan. Eurodollar loans bore interest at the adjusted LIBOR plus an applicable margin ranging from 2.75% to 3.75% depending on the borrowing base utilization percentage. Alternative base rate loans bore interest at the higher of (a) the prime rate in effect on such day, (b) the federal funds effective rate in effect on such day plus 0.50%, or (c) the adjusted LIBOR for a one-month interest period on such day plus an applicable margin ranging from 1.75% to 2.75% depending on the borrowing base utilization percentage. With the April 2022 amendment, at the Predecessor’s option, borrowings under the Prior Revolving Credit Facility bore interest at either an adjusted forward-looking term rate based on the Secured Overnight Financing Rate (“SOFR”) or an adjusted base rate (“Base Rate”) (the highest of the administrative agent’s prime rate, the Federal Funds rate plus 0.50% or the 30-day SOFR rate plus 1.0%), plus a spread ranging from 1.75% to 2.75% with respect to Base Rate borrowings and 2.75% to 3.75% with respect to SOFR borrowings, in each case based on the borrowing base utilization percentage. Interest was calculated and paid monthly in arrears. Additionally, the Predecessor incurred an unused credit facility fee of 0.50% regardless of the borrowing base utilization percentage. As of December 31, 2022, the interest rate on the outstanding balance under the Prior Revolving Credit Facility was 7.42%. The Prior Revolving Credit Facility included customary terms and covenants that place limitations on certain types of activities, including the payment of dividends and distributions, and required satisfaction of certain financial covenants, such as minimum leverage and current ratios. The Prior Revolving Credit Facility also required excess cash at any point in time over $10.0 million to be repaid to the Borrowers (under certain defined conditions), subject to the terms in the Prior Revolving Credit Facility. The Company was in compliance with all financial covenants of the Prior Revolving Credit Facility at December 31, 2022. The Prior Revolving Credit Facility was guaranteed by the Company’s subsidiaries and was collateralized with a minimum of 85% of the proved PV10 reserve value of the Company’s oil and gas properties. In addition, the Prior Revolving Credit Facility placed additional conditions on the ability of the founding members of management to put their common units back to the Predecessor (see Note 10). These conditions included the establishment of maximum percentages of debt outstanding relative to the existing borrowing base and pro forma debt to earnings before interest, taxes, depletion, depreciation, amortization, and exploration expense (“EBITDAX”) ratios, as defined in the Prior Revolving Credit Facility, at the date of the permitted exercise. |
Derivative Instruments
Derivative Instruments | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Derivative Instruments The Company periodically enters into various commodity hedging instruments to mitigate a portion of the effect of oil and natural gas price fluctuations. The Company classifies commodity derivative assets and liabilities as current or noncurrent commodity derivative assets or current or noncurrent commodity derivative liabilities, whichever the case may be. The following table summarizes the location and fair value amounts of all commodity derivative instruments in the balance sheet as of September 30, 2023, as well as the gross recognized derivative assets, liabilities, and amounts offset in the balance sheet: (in thousands) GROSS RECOGNIZED FAIR VALUE ASSETS/ LIABILITIES GROSS AMOUNTS OFFSET NET RECOGNIZED FAIR VALUE ASSETS/ LIABILITIES Commodity derivative assets: Current derivative assets $ 498 $ (498) $ — Noncurrent derivative assets 645 (320) 325 Total $ 1,143 $ (818) $ 325 Commodity derivative liabilities: Current derivative liabilities $ 6,794 $ (498) $ 6,296 Noncurrent derivative liabilities 320 (320) — Total $ 7,114 $ (818) $ 6,296 The following table summarizes the location and fair value amounts of commodity derivative instruments in the balance sheet as of December 31, 2022, as well as the gross recognized derivative assets, liabilities, and amounts offset in the balance sheet: (in thousands) GROSS RECOGNIZED FAIR VALUE ASSETS/ LIABILITIES GROSS AMOUNTS OFFSET NET RECOGNIZED FAIR VALUE ASSETS/ LIABILITIES Commodity derivative assets: Current derivative assets $ 2,856 $ (744) $ 2,112 Noncurrent derivative assets 1,721 (566) 1,155 Total $ 4,577 $ (1,310) $ 3,267 Commodity derivative liabilities: Current derivative liabilities $ 4,183 $ (744) $ 3,439 Noncurrent derivative liabilities 566 (566) — Total $ 4,749 $ (1,310) $ 3,439 As of September 30, 2023, the Company had the following crude oil swaps: INDEX SETTLEMENT PERIOD VOLUME HEDGED (Bbls) WEIGHTED AVERAGE ROUNDED FIXED PRICE WTI-NYMEX Q4 2023 399,998 $ 79 WTI-NYMEX Q1 2024 402,498 79 WTI-NYMEX Q2 2024 382,500 79 WTI-NYMEX Q3 2024 327,500 78 WTI-NYMEX Q4 2024 262,500 79 Due to the volatility of oil prices, the estimated fair values of the Company’s commodity derivative instruments are subject to large fluctuations from period to period. Most of the counterparties in the Company’s derivative instruments also participate in the Company’s Revolving Credit Facility; accordingly, the Company is not required to post collateral, as the counterparties have the right of offset for any derivative liabilities, and the Revolving Credit Facility is secured by the Company’s oil and gas assets. For further discussion related to the fair value of the Company’s derivatives, see Note 4. |
Accrued Liabilities
Accrued Liabilities | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued Liabilities Accrued liabilities at September 30, 2023 and December 31, 2022 are summarized as follows: SEPTEMBER 30, DECEMBER 31, (in thousands) 2023 2022 Accrued capital expenditures $ 40,400 $ 15,500 Accrued lease operating expenses, net 2,924 2,740 Accrued compensation 2,448 3,524 Accrued derivative settlements 1,323 189 Accrued dividends 1,308 — Other accrued liabilities 4,253 1,068 Accrued spin related expenditures — 2,828 Total $ 52,656 $ 25,849 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions3B acquired common units in the Predecessor which were funded by two Initial Loans with related parties (see Note 10). As part of the funding of the Predecessor, 3B entered into two different promissory notes with VE Holding LLC, an entity owned by JFG. The promissory notes allowed 3B to borrow up to $7.875 million and $3.5 million, initially accruing interest at 10.0 percent and 3.5 percent, respectively, and had maturity dates of May 7, 2021 (the “Initial Loans”). Initially, repayment of the $3.5 million promissory note was fully guaranteed by one of the members of 3B. Each of the two Initial Loans were collateralized by all of the common units held by 3B. In 2021, the $3.5 million promissory note was amended to remove the guarantee, change the interest rate to 10.0 percent and extend the maturity date to December 31, 2023. At the same time the $7.875 million promissory note was amended to extend the maturity date to December 31, 2023. The Initial Loans between 3B and VE Holding LLC were held outside of the Predecessor and were not a liability of the Predecessor. During 2022, there were $36.0 million of ratable distributions made to the common unit holders. The 3B distribution of $0.9 million was used to pay down a pro rata portion of the outstanding interest on the Initial Loans. The 3B common units and related loans were liquidated and terminated in connection with the Spin-Off. In connection with the Company Agreement, in July 2018 certain executives entered into two separate promissory notes aggregating to $10.0 million with VE Holding LLC (the “2018 Notes”), which were collateralized by the MIUs granted to the respective executive. The 2018 Notes accrued interest at 3.0 percent per annum payable annually on December 31 and matured the earlier of July 1, 2024, an MIU exchange, or an acceleration event (as defined). The 2018 Notes could have been prepaid at any time but were subject to mandatory prepayment upon the issuance of any distributions from the Company related to the MIUs held by such executives. Additionally, the 2018 Notes were considered full recourse to each respective executive for a limited time, with such recourse reduced by one-third each December 31 through 2020. As the 2018 Notes were between VE Holding LLC and the executives, they did not represent liabilities of the Predecessor. The Founder MIUs and related promissory notes were liquidated and terminated in connection with the Spin-Off. The Predecessor entered into an amended and restated services agreement (the “Services Agreement”) by and between the Predecessor, Vitesse Management, and Vitesse Oil on May 7, 2014. Per the Services Agreement, costs incurred by Vitesse Management was to be allocable between the Predecessor and Vitesse Oil initially at 50 percent each and adjusted automatically each quarter, such that the Predecessor’s share of allocable costs shall be the greater of 50 percent or the quotient of the total contributed capital to the Predecessor made by its members and the sum of the total contributed capital to the Predecessor and Vitesse Oil by their respective members. As such, the Predecessor incurred 90 percent of the Vitesse Management costs for the three and nine months ended September 30, 2022. The amount of costs reimbursed from Vitesse Oil to the Predecessor for management services was $0.2 million and $0.9 million for the three and nine months ended September 30, 2022, respectively. The amount due to the Predecessor from Vitesse Oil as of September 30, 2022 was immaterial. Vitesse Oil was acquired as part of the Spin-Off and accordingly 100% of Vitesse Management costs were incurred by the Company subsequent to the Spin-Off. On July 1, 2016, the Predecessor entered into a separate services agreement between Vitesse Management and JETX Energy, LLC (“JETX”), formerly known as Juneau Energy, LLC, another entity owned by JFG with common management. Per this services agreement, Vitesse Management is to provide JETX certain administrative services and supervise, administer, and manage the business affairs and operations of JETX and its subsidiaries for a service provider fee of $0.2 million per month. The term of this service agreement extends for an unlimited amount of time; however, it is subject to termination by either Vitesse Management or JETX if provided written consent following the first anniversary or a final exit event. During the three and nine months ended September 30, 2023, the Company recorded its net share of fees from JETX of $0.7 million and $2.0 million, respectively. During the three and nine months ended September 30, 2022, the Company recorded its net share of fees from JETX of $0.6 million and $1.8 million, respectively. These fees are classified as a reduction to general and administrative expenses on the accompanying statements of operations. On July 1, 2016, the Predecessor implemented the Employee Participation Plan (“EPP”) pursuant to which employees, consultants, or independent contractors of the Predecessor may be invited to personally acquire a working interest in new oil and gas wells in which the Predecessor elects to participate. The EPP was subsequently amended on January 1, 2018. The tranches were not to exceed a maximum of $2.0 million of capital expenditures in the aggregate for each year. Participants in the EPP were required to fund their proportion of development costs and ongoing operating expenses of those specific wellbores. Compensation expense is measured by the allocable amount of the value of the assigned wellbore leasehold costs which has historically been immaterial. On November 30, 2022, the Predecessor repurchased the outstanding EPP working interest for $4.9 million in accordance with the terms of the plan and terminated the EPP. |
Commitment and Contingencies
Commitment and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation From time to time, the Company may be involved in litigation relating to claims arising out of its operations in the normal course of business. As of the date of this report, management of the Company was unaware of any material legal proceedings against the Company. The Company maintains insurance to cover certain actions. |
Equity
Equity | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Equity | Equity Authorized Capital Stock The Amended and Restated Certificate of Incorporation authorized capital stock consisting of 95,000,000 shares of common stock, par value $0.01 per share and 5,000,000 shares of preferred stock, par value $0.01 per share. Common Stock During the nine months ended September 30, 2023 the following transactions related to our common stock occurred: ■ 3B transferred all of its Predecessor equity interests to JFG as repayment for the Initial Loans; ■ JFG distributed the remaining Predecessor equity interests to its shareholders in the Spin-Off, which amounted to 25,628,162 shares of common stock in the Company; ■ the Transitional Equity Award Adjustment Plan (the “Transitional Plan”), as discussed further below, was implemented and resulted in the following issuances to current and former directors and employees of JFG: ◦ 286,729 restricted stock awards (included in issuance of common stock in exchange for Vitesse Energy, LLC on the Condensed Consolidated Statements of Equity), of which 56,218 were issued as common shares during the period; ◦ 1,475,631 restricted stock units, of which 603,249 were issued as common shares during the period; ■ Predecessor MIUs granted to Predecessor employees other than the Predecessor’s two founders were exchanged for 163,544 shares of common stock; ■ Vitesse Oil was contributed in exchange for 2,120,312 common shares; ■ 3,152,247 restricted stock units were issued to officers, directors and employees; ■ 14,600 shares of common stock were repurchased and retired as part of our Stock Repurchase Program, as discussed further below. ■ Declared dividends of $49.2 million on common stock during the period. Preferred Stock Our Amended and Restated Certificate of Incorporation authorizes our board of directors to designate and issue from time to time one or more series of preferred stock without stockholder approval. Our board of directors may fix and determine the designation, relative rights, preferences and limitations of the shares of each such series of preferred stock. There are no present plans to issue any shares of preferred stock and there are currently no shares outstanding. Long-Term Incentive Plan The Company’s long-term incentive plan (“LTIP”) provides for the granting of various forms of equity-based awards, including stock option awards, stock appreciation rights awards, restricted stock awards, restricted stock unit awards, performance awards, cash awards and other stock-based awards to employees, directors and consultants of the Company. Under the LTIP, 3,960,000 shares were initially available to be awarded and as of September 30, 2023, there were 807,753 shares available to be granted. The following is a summary of LTIP activity during the nine months ended September 30, 2023: Shares of restricted stock unit awards Weighted-Average Price on Date of Grant Outstanding at January 1, 2023 — $ — Granted 3,136,456 14.43 Vested — — Forfeited — — Outstanding at March 31, 2023 3,136,456 $ 14.43 Granted 16,666 22.57 Vested — — Forfeited — — Outstanding at June 30, 2023 3,153,122 $ 14.47 Granted 180,000 23.51 Vested — — Forfeited (180,875) 14.40 Outstanding at September 30, 2023 3,152,247 $ 14.99 For restricted stock units, the Company recognizes the grant date fair-value of awards over the requisite service period as stock-based compensation expense on a straight-line basis except when provisions are present that accelerate vesting. Restricted stock units are considered issued but not outstanding when granted. Accumulated accrued stock based compensation expense and any accrued dividends are reversed in the period when units are forfeited and the units are no longer considered issued. During the three months ended September 30, 2023, the Company recognized $1.1 million of equity-based compensation expense relating to these restricted stock units. During the nine months ended September 30, 2023, the Company recognized $30.5 million of equity-based compensation expense relating to these restricted stock units of which $26.8 million, or 1,863,000 restricted stock units, was for awards that had a retirement provision and were granted to retirement-eligible employees and therefore resulted in immediate recognition of expense. As of September 30, 2023, there is $16.7 million of unrecognized equity-based compensation expense related to unvested restricted stock unit awards. The cost is expected to be recognized through January 2027, over a weighted-average period of 2.78 years. Transitional Equity Award Adjustment Plan JFG’s outstanding compensatory equity awards were adjusted into equity incentive awards denominated in part in shares of Vitesse common stock in connection with the Spin-Off. All adjusted awards are subject to generally the same vesting, exercisability, expiration, settlement and other material terms and conditions as applied to the applicable original JFG award immediately before the Spin-Off, except that equity awards relating to our common stock were subject to accelerated vesting, exercisability and in some cases settlement in the event of a change in control of the Company. All of the Transitional Plan equity awards discussed below were granted by JFG and therefore do not result in any compensation cost to the Company. Transitional Plan Options Each JFG stock option that did not remain an option to purchase shares of only JFG common stock was converted into both a post-Spin-Off option to purchase shares of JFG common stock and an option to purchase shares of Vitesse common stock. The exercise price of such JFG stock option and the exercise price and number of shares subject to such Vitesse stock option was adjusted so that (i) the aggregate intrinsic value of such post-Spin-Off JFG stock option and Vitesse stock option immediately after the Spin-Off equals the aggregate intrinsic value of the JFG stock option as measured immediately before the Spin-Off and (ii) the aggregate exercise price of such post-Spin-Off JFG stock option and Vitesse stock option equals the aggregate exercise price of the JFG stock option immediately before the Spin-Off, subject to rounding. Upon completion of the Spin-Off, 457,866 options were granted and none were exercised during the three and nine months ended September 30, 2023. The intrinsic option value of the options was $6.4 million at September 30, 2023 and the maximum number of shares of common stock that could be issued under the plan is 457,866. Transitional Plan Restricted Units Each JFG restricted stock unit award and performance stock unit award (other than those that will remain awards denominated in shares of only JFG stock, which includes the portion of any performance stock unit award that may be earned above the designated target level), including any additional stock units accrued as a result of dividend equivalents, was adjusted by the grant of a Vitesse restricted stock unit award. Upon completion of the Spin-Off, 1,475,631 restricted stock units were granted in respect of these JFG awards. These restricted stock unit awards have no remaining performance or service conditions to satisfy, or any other vesting condition, and generally accrue dividends declared on common stock but have deferred issuance dates through January 2, 2099. During the three and nine months ended September 30, 2023, zero and 603,249 restricted stock units, respectively, were released as common stock or cashed out as fractional units. Transitional Plan Restricted Stock Awards Holders of a JFG restricted stock award received 286,729 shares of our common stock upon completion of the Spin-Off, which shares are subject to the provisions of the Transitional Plan, including generally the same risk of forfeiture and other conditions as applied to the original JFG restricted stock award. These restricted stock awards have no remaining performance or service conditions to satisfy, or any other vesting condition, and are paid dividends on common stock as declared but have deferred issuance dates through September 28, 2029. During the three and nine months ended September 30, 2023, 5,474 and 56,218 restricted stock awards, respectively, were released as common stock. The remaining restricted stock units and restricted stock awards are scheduled to be released as common stock as follows: Year Restricted stock units Restricted stock awards Total 2023 207,276 — 207,276 2024 115,728 57,580 173,308 2025 93,580 17,262 110,842 2026 323,138 48,619 371,757 2027 837 54,269 55,106 Thereafter 131,823 52,781 184,604 Total 872,382 230,511 1,102,893 The Transitional Plan governs the terms and conditions of the new Vitesse awards issued as an adjustment to JFG awards at the effective time of the Spin-Off, but will not be used to make any grants following the Spin-Off. Stock Repurchase Program In February, 2023, the Board approved a stock repurchase program authorizing the repurchase of up to $60 million of the Company’s common stock. Under the Stock Repurchase Program, we may repurchase shares of our common stock from time to time in open market transactions or such other means as will comply with applicable rules, regulations and contractual limitations. The Board of Directors may limit or terminate the Stock Repurchase Program at any time without prior notice. The extent to which the Company repurchases its shares of common stock, and the timing of such repurchases, will depend upon market conditions and other considerations as may be considered in the Company’s sole discretion. During the nine months ended September 30, 2023, the Company repurchased 14,600 shares for $0.2 million and the shares were subsequently retired. Net Income (Loss) Per Common Share The Company uses the two-class method of calculating earnings per share because certain of the Company’s unvested LTIP RSUs qualify as participating securities. Basic earnings per share amounts have been computed as (i) net income (loss) (ii) less distributed and undistributed earnings allocated to participating securities (iii) divided by the weighted average number of basic shares outstanding for the periods presented. Diluted earnings per share amounts have been computed as (i) basic net income attributable to common stockholders (ii) plus the adjustment of distributed and undistributed earnings allocated to participating securities (iii) divided by the weighted average number of diluted shares outstanding for the periods presented. The components of basic and diluted net income (loss) per share attributable to common stockholders are as follows: FOR THE THREE MONTHS ENDED FOR THE NINE MONTHS ENDED (in thousands except share and per share amounts) SEPTEMBER 30, 2023 SEPTEMBER 30, 2023 Numerator for earnings per common share: Net (loss) attributable to Vitesse Energy, Inc. $ (1,466) $ (41,493) Allocation of earnings to participating securities (1) — — Net (loss) attributable to common shareholders $ (1,466) $ (41,493) Adjustment to allocation of earnings to participating securities related to diluted shares — — Net (loss) attributable to common shareholders for diluted EPS $ (1,466) $ (41,493) Denominator for earnings per common share: Weighted average common shares outstanding - basic 28,787,381 28,725,204 Weighted average Transitional Share RSUs outstanding with no future service required 872,382 935,720 Denominator for basic earnings per common share 29,659,763 29,660,924 LTIP RSUs — — Transitional Share options — — Denominator for diluted earnings per common share 29,659,763 29,660,924 Net (loss) per common share: Basic $ (0.05) $ (1.40) Diluted $ (0.05) $ (1.40) Shares excluded from diluted earnings per share due to anti-dilutive effect: LTIP RSUs 3,150,871 3,140,707 Transitional Share options 278,380 278,380 (1) Certain unvested LTIP RSUs represent participating securities because they participate in nonforfeitable dividends with the common equity holders of the Company. Participating earnings represent the distributed and undistributed earnings of the Company attributable to the participating securities. These unvested LTIP RSUs do not participate in undistributed net losses as they are not contractually obligated to do so. Predecessor Members’ Equity The Predecessor had two classes of membership units, with the following units authorized, issued, and outstanding as of December 31, 2022: AUTHORIZED ISSUED AND OUTSTANDING Common units 450,000,000 450,000,000 Management incentive units 1,000,000 953,750 Common Units Common units of the Predecessor were issued at $1 per unit, with an aggregate capital commitment from all common members of $450 million. There initially were five managers on the board of managers, with three managers designated by JFG and two managers designated by 3B. For voting purposes, each manager was entitled to one vote, and the affirmative vote of a majority of the board of managers, including at least one JFG manager, was required to ratify any significant decisions. Management Incentive Units Predecessor management incentive units were issued by the Predecessor to eligible employees and/or consultants. All MIUs were nonvoting and provided the MIU holders the opportunity to participate in distributions after the common unit holders received a specified return. MIUs were granted to the two founding members of management (“Founder MIUs”) and certain other employees of the Predecessor (“Non-Founder MIUs”). MIUs were subject to vesting requirements and forfeiture provisions specific to the Founder MIUs and Non-Founder MIUs, as outlined in the Company Agreement, employment agreement, grant letters, and other supporting MIU documentation. The Predecessor accounted for Non-Founder MIUs as liability-based awards until the respective holder had borne the risk of unit ownership, at which point the value of the liability was reclassified outside of permanent equity. While the awards were classified as liabilities, compensation expense was recorded through the vesting period, and changes in the estimated fair market value of the liability, were recorded in earnings. Once reclassified outside of permanent equity increases in the estimated fair market value of the award were recorded through members’ equity. During the three and nine months ended September 30, 2022, the Predecessor recorded an increase of $5.4 million and a decrease of $1.6 million, respectively, through members’ equity to adjust the Non-Founder MIUs to fair market value. A summary of the Predecessor’s activity related to Non-Founder MIUs for the three and nine months ended September 30, 2022 is presented below: FOR THE THREE MONTHS ENDED FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022 SEPTEMBER 30, 2022 Nonvested at period end 28,750 28,750 Granted during the period — — Vested during the period — 16,250 Forfeited during the period — — Fair value of MIUs vested during the period $ — $ 0.5 million As of December 31, 2022, there was no unrecognized compensation cost related to nonvested unit-based compensation arrangements. As a result of each of the management founders’ receipt of an in-substance nonrecourse note (the “2018 Notes”) that were each collateralized by all of the Founder MIUs held by the respective executive, for accounting purposes, the Predecessor granted each of the management founders an in-substance call option that is within the scope of accounting guidance related to share-based compensation (the “Founder MIU Option Grant”). Due to the nature and terms of the Founder MIU Put Option, the Founder MIU Option Grant was classified as a liability award, remeasured at fair market value at each reporting date with the change in fair market value recorded to earnings. Total compensation cost (income) recognized in the statements of operations within Unit-based compensation for the three and nine months ended September 30, 2022 is as follows: FOR THE THREE MONTHS ENDED FOR THE NINE MONTHS ENDED (in thousands) SEPTEMBER 30, 2022 SEPTEMBER 30, 2022 Common Unit Option Grant $ (2,943) $ 1,110 Founder MIU Option Grant (14,101) 3,439 Non-Founder MIUs (285) 362 Total $ (17,329) $ 4,911 As of December 31, 2022, the intrinsic value of the Founder MIU Option Grant and the Common Unit Option Grant, was determined to be de minimis given the limited amount of time until the instruments were settled and prevailing economic factors. The Option Grants were forfeited on January 13, 2023 with the executives agreeing to settle their common units and Founder MIUs in exchange of JFG forgiving the 2018 Notes and any accrued interest. The December 31, 2022 liability and the factors considered in valuing the liability at December 31, 2022 are not presented due to the immaterial nature of these items. Measurement of Unit-Based Compensation The Predecessor recorded the Non-founder MIUs, Founder MIU Option Grant, and Common Unit Option Grant at fair value at the date of grant and at each balance sheet date, which results in compensation cost being measured at fair value. As noted above, vested Non-founder MIUs, where the respective holder has borne the risk of ownership, are recorded within temporary equity, with changes in fair value recorded within members’ equity. The fair value of each of the Founder MIU Option Grant and the Common Unit Option Grant (collectively “the Options”) were estimated using a Black Scholes Model. As the Predecessor did not have publicly-traded equity, it incorporated data from a group of publicly-traded peer companies when estimating fair value. Expected volatilities were based on the historical volatility of our identified peer group of companies. The expected term of the Options was determined based on the timing of an exit or liquidity event. The risk-free rate for periods within the expected life of the option was interpolated from the US constant maturity treasury rate, for a term corresponding to the expected term. Distributions Distributions of funds associated with common units follow a prescribed framework, which is outlined in detail in the Company Agreement. In general, distributions were first allocated to those unitholders based on their allocable share, as defined in the Company Agreement. Each unitholder would then receive a distribution in accordance with the tiered waterfall, as defined in the Company Agreement. The Company declared zero and $36 million of distributions on common units during the three and nine months ended September 30, 2022, respectively. Earnings Per Unit The Predecessor had two classes of equity in the form of common units and MIUs that were vested and where the holder has borne the risks and rewards of ownership at which point the MIU was reclassified from liabilities to outside of permanent equity. Both common units and temporary equity classified MIUs are considered common units, and distributions were made in accordance with the Company Agreement. As such, we present earnings per unit (“EPU”) for both classes of equity. In calculating EPU, we apply the two-class method. Under the two-class method net income (loss) attributable to common units is allocated to common units and other participating securities in proportion to the claim on earnings of each participating security after giving effect to distributions declared during the period, if any. The following table sets forth the computation of basic and diluted net income (loss) per unit: FOR THE THREE MONTHS ENDED FOR THE NINE MONTHS ENDED (In thousands except unit and per unit amounts) SEPTEMBER 30, 2022 SEPTEMBER 30, 2022 Common Units Net income $ 85,739 $ 95,334 less: income allocable to participating securities In-substance options on common units (Common Unit Option Grant) (2,167) (2,410) In-substance options on Founder MIUs (Founder MIU Option Grant) — — Non-Founder MIUs classified as temporary equity — — Non-Founder MIUs classified as liabilities — — Net income attributable to common unitholders 83,572 92,924 Weighted Average Common Units Outstanding 450,000,000 450,000,000 less: Common Units accounted for as in-substance options (11,375,000) (11,375,000) Weighted Average Common Units Outstanding 438,625,000 438,625,000 Basic and Diluted EPU $ 0.19 $ 0.21 Temporary Equity Classified MIUs Income allocable to Non-Founder MIUs classified as temporary equity $ — $ — MIUs classified in temporary equity 237,500 237,500 Basic and Diluted EPU $ — $ — |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the three and nine months ended September 30, 2023 the Company recorded income tax benefit of $0.8 million and expense of $46.4 million, respectively. The Company did not record any income tax expense for the three and nine months ended September 30, 2022 because the entity was treated as a nontaxable partnership for income tax purposes for that period. Our provision for income taxes for the three and nine months ended September 30, 2023 differs from the amount that would be provided by applying the U.S. federal statutory rate of 21% to pre-tax book loss primarily due to (i) deferred tax expense reflected as a discrete item related to the change in tax status of Vitesse Energy from a partnership to a corporation as part of the Spin-Off, (ii) §162(m) limitations on certain covered employee compensation, and (iii) state income taxes. Vitesse Energy's change in tax status resulted in the recording of a $44.1 million deferred tax liability and deferred tax expense for the tax-effected excess of the historical financial reporting basis over their tax basis on the date of the Spin-Off. In addition, the Company also recorded a $2.4 million deferred tax liability in connection with its acquisition of Vitesse Oil as part of the Spin-Off. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On October 31, 2023, Vitesse’s Board of Directors declared a regular quarterly cash dividend for Vitesse’s common stock of $0.50 per share for stockholders of record as of December 15, 2023, which will be paid on December 29, 2023. Other than the above disclosure or other subsequent events disclosed elsewhere in the notes to the financial statements, there were no material subsequent events. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||||||
Net income (loss) | $ (1,466) | $ 9,620 | $ (47,815) | $ 85,739 | $ 16,752 | $ (7,157) | $ (39,661) | $ 95,334 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Change in Estimate that is Inseparable from a Change in Accounting Principle | Change in Estimate that is Inseparable from a Change in Accounting Principle Effective January 1, 2023, the Company changed its method of recording gathering and transportation (“GT”) costs. Under the current method, GT costs are presented as a deduction to oil and gas revenue, following how these items are reported to us by operators of our oil and gas properties. Prior to January 1, 2023, under our previous method, we determined the GT costs that were reported within production expense versus revenue deductions based on our best estimates using information from all our operators in aggregate. Both methods of determining classification of GT costs are acceptable given that we do not operate any of our oil and gas properties and do not have access to such GT contracts with the customer. The change represents a change in estimate effected by a change in accounting principle. Although the change does not have a material impact to the financial statements the change in methodology has been applied on a retrospective basis to the prior periods presented in order to conform to the current period presentation. This change results in a reclassification within the statements of operations and has no balance sheet impact, nor does it impact net income, operating income, the gross margin we generate from our interests in oil and gas properties, or cash flows for any period. |
Principles of Consolidation | Principles of Consolidation |
Segment and Geographic Information | Segment and Geographic Information The Company operates in a single reportable segment. The Company’s chief operating decision maker is the Chief Executive Officer. All of the Company’s operations are conducted in the continental United States. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Depletion, depreciation, and amortization (“DD&A”) and the evaluation of proved oil and gas properties for impairment are determined using estimates of oil and gas reserves. There are numerous uncertainties in estimating the quantity of reserves and in projecting the future rates of production and timing of development expenditures, which includes lack of control over future development plans as a non-operator. Oil and gas reserve engineering is a subjective process of estimating underground accumulations of oil and gas that cannot be measured in an exact way. In addition, significant estimates include, but are not limited to, estimates relating to certain crude oil and natural gas revenues and expenses, fair value of assets acquired and liabilities assumed in business combinations, valuation of Predecessor equity-based compensation, and valuation of commodity derivative instruments. Further, these estimates and other factors, including those outside of the Company’s control, such as the impact of lower commodity prices, may have a significant adverse impact to the Company’s business, financial condition, results of operations and cash flows. |
Cash and Cash Equivalents | Cash and Cash EquivalentsThe Company considers all investments with an original maturity of three months or less when purchased to be cash equivalents. As of the balance sheet date and periodically throughout the quarter, balances of cash exceeded the federally insured limit. |
Oil and Gas Properties | Oil and Gas Properties The Company follows the successful efforts method of accounting for oil and gas activities. Under this method of accounting, costs associated with the acquisition, drilling, and equipping of successful exploratory wells and costs of successful and unsuccessful development wells are capitalized and depleted, net of estimated salvage values, using the units-of-production method on the basis of a reasonable aggregation of properties within a common geological structural feature or stratigraphic condition, such as a reservoir or field. During the three and nine months ended September 30, 2023, the Company recorded depletion expense of $18.8 million and $55.7 million, respectively. The Company’s depletion rate per Boe for the three and nine months ended September 30, 2023 was $18.61 and $18.08, respectively. During the three and nine months ended September 30, 2022, the Company recorded depletion expense of $17.7 million, and $46.7 million, respectively. The Company’s depletion rate per Boe for the three and nine months ended September 30, 2022 was $17.21 and $16.73, respectively. Exploration, geological and geophysical costs, delay rentals, and drilling costs of unsuccessful exploratory wells are charged to expense as incurred. The sale of a partial interest in a proved property is accounted for as a cost recovery, and no gain or loss is recognized as long as this treatment does not significantly affect the units-of-production amortization rate. A gain or loss is recognized for all other sales of proved properties. Costs associated with unevaluated exploratory wells are excluded from the depletable base until the determination of proved reserves, at which time those costs are reclassified to proved oil and gas properties and subject to depletion. If it is determined that the exploratory well costs were not successful in establishing proved reserves, such costs are expensed at the time of such determination. |
Equity-Based Compensation and Predecessor Equity-Based Compensation | Equity-Based Compensation The Company recognizes equity-based compensation expense associated with its long-term incentive plan (“LTIP”) awards using the straight-line method over the requisite service period, which is generally the vesting period of the award except when provisions are present that accelerate vesting, based on their grant date fair values. The Company has elected to account for forfeitures of equity awards as they occur. Predecessor Equity-Based Compensation In 2020, the Predecessor amended its Limited Liability Company Agreement (the “Company Agreement”) which modified certain terms and conditions related to management incentive units (“MIUs”) (see Note 10) and common units held by the founding members of management. The Predecessor accounted for MIUs granted to employees (which excludes the founding members of management) as liability awards under accounting guidance related to share-based compensation, whereby vested awards are recognized as liabilities, with changes in the estimated value of the awards recorded in earnings, until the holders have borne the risk of unit ownership, at which point the liability associated with the employee MIUs is reclassified to temporary equity, and changes in the estimated value of the employee MIUs are recorded as an adjustment to members’ equity. |
Revenue Recognition | Revenue Recognition The Company’s revenue is derived from the sale of its produced oil and natural gas from wells in which the Company has non-operated revenue or royalty interests. The Company’s oil and natural gas are produced and sold primarily in the core of the Williston Basin in North Dakota and Montana. The sales of produced oil and natural gas are made under contracts that the operators of the wells have negotiated with customers, which typically include variable consideration based on monthly pricing tied to local indices and volumes delivered. Revenue is recorded at the point in time when control of the produced oil and natural gas transfers to the customer. Statements and payment may not be received via the operator of the wells for one For the oil and natural gas produced from wells in which the Company has non-operated revenue or royalty interests, the Company recognizes revenue based on the details included in the statements received from the operator. Any gathering, transportation, processing, production taxes, and other deductions included on the statements are recorded based on the |
Concentrations of Credit Risk | Concentrations of Credit Risk For the three and nine months ended September 30, 2023, three operators accounted for 49 percent and 48 percent, respectively, of oil and natural gas revenue. For the three and nine months ended September 30, 2022, four operators accounted for 58 percent and 56 percent, respectively, of oil and natural gas revenue. As of September 30, 2023 and December 31, 2022, two and four operators accounted for 45 percent and 65 percent, respectively, of oil and natural gas revenue receivable. The Company’s oil and natural gas revenue receivable is generated from the sale of oil and natural gas by operators on its behalf. The Company monitors the financial condition of its operators. |
Income Taxes | Income Taxes Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently payable plus deferred income taxes related to certain income and expenses recognized in different periods for financial and income tax reporting purposes. Deferred income tax liabilities represent the future income tax consequences of those differences, which will be taxable when liabilities are settled. Deferred income taxes may also include tax credits and net operating losses that are available to offset future income taxes. Deferred income taxes are measured by applying currently enacted tax rates. The Company accounts for uncertainty in income taxes for tax positions taken or expected to be taken in a tax return. Only tax positions that meet the more-likely-than-not recognition threshold are recognized. The Company does not have any uncertain tax positions recorded as of September 30, 2023. The Predecessor was a limited liability company that passed tax liability through to its members and accordingly did not record income tax expense. |
Deferred Finance Charges | Deferred Finance Charges Costs associated with the revolving credit facility are deferred and amortized to interest expense over the term of the related financing. The amount of deferred financing costs incurred, and the amortization of deferred financing costs, was immaterial for all periods presented. |
Derivative Financial Instruments | Derivative Financial Instruments The Company enters into derivative contracts to manage its exposure to oil and gas price volatility. Commodity derivative contracts may take the form of swaps, puts, calls, or collars. Cash settlements from the Company’s commodity price risk management activities are recorded in the month the contracts mature. Any realized gains and losses on settled derivatives, as well as mark-to-market gains or losses, are aggregated and recorded to Commodity derivative (loss) gain, net on the statements of operations. |
New Accounting Pronouncements | New Accounting Pronouncements In June 2016, FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments. The ASU includes changes to the accounting and measurement of financial assets requiring the Company to recognize an allowance for all expected credit related losses over the life of the financial asset at origination. This is different from the current practice, where an allowance is not recognized until the losses are considered probable. The new guidance was effective for the Company on January 1, 2023. Upon adoption, the ASU was applied using a modified retrospective transition method to the beginning of the earliest period in which the new guidance is effective. The adoption of the new guidance did not have a material impact on its financial statements and related disclosures. |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Location and Fair Value Amounts of all Commodity Derivative Instruments in Balance Sheet | The following table summarizes the location and fair value amounts of all commodity derivative instruments in the balance sheet as of September 30, 2023, as well as the gross recognized derivative assets, liabilities, and amounts offset in the balance sheet: (in thousands) GROSS RECOGNIZED FAIR VALUE ASSETS/ LIABILITIES GROSS AMOUNTS OFFSET NET RECOGNIZED FAIR VALUE ASSETS/ LIABILITIES Commodity derivative assets: Current derivative assets $ 498 $ (498) $ — Noncurrent derivative assets 645 (320) 325 Total $ 1,143 $ (818) $ 325 Commodity derivative liabilities: Current derivative liabilities $ 6,794 $ (498) $ 6,296 Noncurrent derivative liabilities 320 (320) — Total $ 7,114 $ (818) $ 6,296 The following table summarizes the location and fair value amounts of commodity derivative instruments in the balance sheet as of December 31, 2022, as well as the gross recognized derivative assets, liabilities, and amounts offset in the balance sheet: (in thousands) GROSS RECOGNIZED FAIR VALUE ASSETS/ LIABILITIES GROSS AMOUNTS OFFSET NET RECOGNIZED FAIR VALUE ASSETS/ LIABILITIES Commodity derivative assets: Current derivative assets $ 2,856 $ (744) $ 2,112 Noncurrent derivative assets 1,721 (566) 1,155 Total $ 4,577 $ (1,310) $ 3,267 Commodity derivative liabilities: Current derivative liabilities $ 4,183 $ (744) $ 3,439 Noncurrent derivative liabilities 566 (566) — Total $ 4,749 $ (1,310) $ 3,439 |
Schedule of Crude Oil Swaps | As of September 30, 2023, the Company had the following crude oil swaps: INDEX SETTLEMENT PERIOD VOLUME HEDGED (Bbls) WEIGHTED AVERAGE ROUNDED FIXED PRICE WTI-NYMEX Q4 2023 399,998 $ 79 WTI-NYMEX Q1 2024 402,498 79 WTI-NYMEX Q2 2024 382,500 79 WTI-NYMEX Q3 2024 327,500 78 WTI-NYMEX Q4 2024 262,500 79 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities at September 30, 2023 and December 31, 2022 are summarized as follows: SEPTEMBER 30, DECEMBER 31, (in thousands) 2023 2022 Accrued capital expenditures $ 40,400 $ 15,500 Accrued lease operating expenses, net 2,924 2,740 Accrued compensation 2,448 3,524 Accrued derivative settlements 1,323 189 Accrued dividends 1,308 — Other accrued liabilities 4,253 1,068 Accrued spin related expenditures — 2,828 Total $ 52,656 $ 25,849 |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Schedule of Long-Term Incentive Plan | The following is a summary of LTIP activity during the nine months ended September 30, 2023: Shares of restricted stock unit awards Weighted-Average Price on Date of Grant Outstanding at January 1, 2023 — $ — Granted 3,136,456 14.43 Vested — — Forfeited — — Outstanding at March 31, 2023 3,136,456 $ 14.43 Granted 16,666 22.57 Vested — — Forfeited — — Outstanding at June 30, 2023 3,153,122 $ 14.47 Granted 180,000 23.51 Vested — — Forfeited (180,875) 14.40 Outstanding at September 30, 2023 3,152,247 $ 14.99 |
Schedule of Shares Released in Future | The remaining restricted stock units and restricted stock awards are scheduled to be released as common stock as follows: Year Restricted stock units Restricted stock awards Total 2023 207,276 — 207,276 2024 115,728 57,580 173,308 2025 93,580 17,262 110,842 2026 323,138 48,619 371,757 2027 837 54,269 55,106 Thereafter 131,823 52,781 184,604 Total 872,382 230,511 1,102,893 |
Schedule of Basic and Diluted Net Income (Loss) | The components of basic and diluted net income (loss) per share attributable to common stockholders are as follows: FOR THE THREE MONTHS ENDED FOR THE NINE MONTHS ENDED (in thousands except share and per share amounts) SEPTEMBER 30, 2023 SEPTEMBER 30, 2023 Numerator for earnings per common share: Net (loss) attributable to Vitesse Energy, Inc. $ (1,466) $ (41,493) Allocation of earnings to participating securities (1) — — Net (loss) attributable to common shareholders $ (1,466) $ (41,493) Adjustment to allocation of earnings to participating securities related to diluted shares — — Net (loss) attributable to common shareholders for diluted EPS $ (1,466) $ (41,493) Denominator for earnings per common share: Weighted average common shares outstanding - basic 28,787,381 28,725,204 Weighted average Transitional Share RSUs outstanding with no future service required 872,382 935,720 Denominator for basic earnings per common share 29,659,763 29,660,924 LTIP RSUs — — Transitional Share options — — Denominator for diluted earnings per common share 29,659,763 29,660,924 Net (loss) per common share: Basic $ (0.05) $ (1.40) Diluted $ (0.05) $ (1.40) Shares excluded from diluted earnings per share due to anti-dilutive effect: LTIP RSUs 3,150,871 3,140,707 Transitional Share options 278,380 278,380 (1) Certain unvested LTIP RSUs represent participating securities because they participate in nonforfeitable dividends with the common equity holders of the Company. Participating earnings represent the distributed and undistributed earnings of the Company attributable to the participating securities. These unvested LTIP RSUs do not participate in undistributed net losses as they are not contractually obligated to do so. FOR THE THREE MONTHS ENDED FOR THE NINE MONTHS ENDED (In thousands except unit and per unit amounts) SEPTEMBER 30, 2022 SEPTEMBER 30, 2022 Common Units Net income $ 85,739 $ 95,334 less: income allocable to participating securities In-substance options on common units (Common Unit Option Grant) (2,167) (2,410) In-substance options on Founder MIUs (Founder MIU Option Grant) — — Non-Founder MIUs classified as temporary equity — — Non-Founder MIUs classified as liabilities — — Net income attributable to common unitholders 83,572 92,924 Weighted Average Common Units Outstanding 450,000,000 450,000,000 less: Common Units accounted for as in-substance options (11,375,000) (11,375,000) Weighted Average Common Units Outstanding 438,625,000 438,625,000 Basic and Diluted EPU $ 0.19 $ 0.21 Temporary Equity Classified MIUs Income allocable to Non-Founder MIUs classified as temporary equity $ — $ — MIUs classified in temporary equity 237,500 237,500 Basic and Diluted EPU $ — $ — |
Schedule of Classes of Membership Units Authorized, Issued, and Outstanding | The Predecessor had two classes of membership units, with the following units authorized, issued, and outstanding as of December 31, 2022: AUTHORIZED ISSUED AND OUTSTANDING Common units 450,000,000 450,000,000 Management incentive units 1,000,000 953,750 |
Schedule of Non-Founder MIUs | A summary of the Predecessor’s activity related to Non-Founder MIUs for the three and nine months ended September 30, 2022 is presented below: FOR THE THREE MONTHS ENDED FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022 SEPTEMBER 30, 2022 Nonvested at period end 28,750 28,750 Granted during the period — — Vested during the period — 16,250 Forfeited during the period — — Fair value of MIUs vested during the period $ — $ 0.5 million |
Schedule of Total Compensation Cost (Income) recognized in Statements of Operations within Unit-based Compensation | Total compensation cost (income) recognized in the statements of operations within Unit-based compensation for the three and nine months ended September 30, 2022 is as follows: FOR THE THREE MONTHS ENDED FOR THE NINE MONTHS ENDED (in thousands) SEPTEMBER 30, 2022 SEPTEMBER 30, 2022 Common Unit Option Grant $ (2,943) $ 1,110 Founder MIU Option Grant (14,101) 3,439 Non-Founder MIUs (285) 362 Total $ (17,329) $ 4,911 |
Nature of Business (Details)
Nature of Business (Details) - USD ($) $ / shares in Units, $ in Millions | Jan. 13, 2023 | Jan. 12, 2023 | Sep. 30, 2023 |
Entity Information [Line Items] | |||
Common stock, par value (in USD per share) | $ 0.01 | ||
Income tax expense (benefit) spin-off | $ 44.1 | ||
Vitesse Energy, LLC | Jefferies Financial Group | |||
Entity Information [Line Items] | |||
Membership interest | 97.50% | ||
Vitesse Energy, LLC | 3B Energy, LLC | |||
Entity Information [Line Items] | |||
Membership interest | 2.50% |
Significant Accounting Polici_3
Significant Accounting Policies - Cash and Cash Equivalents (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Cash equivalents | $ 0 | $ 0 |
Significant Accounting Polici_4
Significant Accounting Policies - Oil and Gas Properties (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 USD ($) $ / bbl | Sep. 30, 2022 USD ($) $ / bbl | Sep. 30, 2023 USD ($) $ / bbl | Sep. 30, 2022 USD ($) $ / bbl | |
Accounting Policies [Abstract] | ||||
Depletion expense | $ 18,800,000 | $ 17,700,000 | $ 55,700,000 | $ 46,700,000 |
Depletion rate (in dollars per barrels of oil equivalent) | $ / bbl | 18.61 | 17.21 | 18.08 | 16.73 |
Impairment of oil and gas properties | $ 0 | $ 0 | $ 0 | $ 0 |
Significant Accounting Polici_5
Significant Accounting Policies - Revenue Recognition (Details) | 9 Months Ended |
Sep. 30, 2023 | |
Minimum | |
Revenue from External Customer [Line Items] | |
Revenue from contract with customer, payment term | 1 month |
Maximum | |
Revenue from External Customer [Line Items] | |
Revenue from contract with customer, payment term | 6 months |
Significant Accounting Polici_6
Significant Accounting Policies - Concentrations of Credit Risk (Details) - Operator Concentration Risk | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue | Three Operators | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk | 49% | 48% | ||||
Revenue | Four Operators | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk | 58% | 56% | ||||
Accounts Receivable | Four Operators | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk | 65% | |||||
Accounts Receivable | Two Operators | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk | 45% |
Asset Acquisitions (Details)
Asset Acquisitions (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Jan. 13, 2023 | Sep. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Asset Acquisition [Line Items] | ||||||
Payments to acquire oil and gas properties | $ 17,600 | $ 3,600 | $ 21,817 | $ 22,003 | ||
Acquisition of Vitesse Oil, LLC | $ 30,628 | |||||
Common Stock | ||||||
Asset Acquisition [Line Items] | ||||||
Acquisition of Vitesse Oil, LLC (in shares) | 2,120,312 | 2,120,312 | ||||
Acquisition of Vitesse Oil, LLC | $ 21 | |||||
Additional Paid-In Capital | ||||||
Asset Acquisition [Line Items] | ||||||
Acquisition of Vitesse Oil, LLC | $ 30,607 | $ 30,600 | ||||
Vitesse Oil | ||||||
Asset Acquisition [Line Items] | ||||||
Asset acquisition, proved oil and gas property | $ 35,600 | |||||
Asset acquisition, net liabilities | $ 5,000 |
Revolving Credit Facility (Deta
Revolving Credit Facility (Details) - Credit Facility - Line of Credit - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Jan. 31, 2023 | Apr. 30, 2022 | May 31, 2015 | Sep. 30, 2023 | Dec. 31, 2022 | May 02, 2023 | Jan. 13, 2023 | |
Revolving Credit Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Maximum borrowing capacity | $ 500,000 | $ 500,000 | $ 500,000 | ||||
Current borrowing capacity | 245,000 | $ 200,000 | $ 245,000 | ||||
Elected commitment | 170,000 | 170,000 | $ 170,000 | ||||
Revolving credit facility | $ 56,000 | $ 48,000 | |||||
Commitment fee percentage | 0.50% | 0.50% | |||||
Interest rate at the end of the period | 8.42% | 7.42% | |||||
Minimum percentage of proved PV10 reserve value | 85% | 85% | |||||
Maximum outstanding credit usage percentage | 80% | ||||||
Debt Instrument, EBITDAX Ratio | 1.50 | ||||||
Amount of FCF greater than | $ 0 | ||||||
Total funded debt to consolidated EBITDAX ratio | 3 | ||||||
Consolidated current assets to consolidated current liabilities ratio | 1 | ||||||
Utilization percentage, not less than | 40% | ||||||
Utilization percentage (less than) | 50% | ||||||
Utilization percentage, covering at least | 50% | ||||||
Utilization percentage | 50% | ||||||
Excess cash requiring repayment, threshold amount | $ 10,000 | ||||||
Revolving Credit Facility | Federal Funds Rate | |||||||
Line of Credit Facility [Line Items] | |||||||
Spread on margin rate | 0.50% | ||||||
Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) | |||||||
Line of Credit Facility [Line Items] | |||||||
Spread on margin rate | 1% | 1% | |||||
Revolving Credit Facility | Federal Funds Effective Rate | |||||||
Line of Credit Facility [Line Items] | |||||||
Spread on margin rate | 0.50% | ||||||
Revolving Credit Facility | Minimum | Adjusted Base Rate | |||||||
Line of Credit Facility [Line Items] | |||||||
Spread on margin rate | 1.75% | ||||||
Revolving Credit Facility | Minimum | Secured Overnight Financing Rate (SOFR) | |||||||
Line of Credit Facility [Line Items] | |||||||
Spread on margin rate | 2.75% | 2.75% | |||||
Revolving Credit Facility | Maximum | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt Instrument, EBITDAX Ratio | 2.25 | ||||||
Revolving Credit Facility | Maximum | Adjusted Base Rate | |||||||
Line of Credit Facility [Line Items] | |||||||
Spread on margin rate | 2.75% | ||||||
Revolving Credit Facility | Maximum | Secured Overnight Financing Rate (SOFR) | |||||||
Line of Credit Facility [Line Items] | |||||||
Spread on margin rate | 3.75% | 3.75% | |||||
Eurodollar Loan | Minimum | London Interbank Offered Rate (LIBOR) | |||||||
Line of Credit Facility [Line Items] | |||||||
Spread on margin rate | 2.75% | ||||||
Eurodollar Loan | Maximum | London Interbank Offered Rate (LIBOR) | |||||||
Line of Credit Facility [Line Items] | |||||||
Spread on margin rate | 3.75% | ||||||
Alternative Base Rate Loan | Federal Funds Effective Rate | |||||||
Line of Credit Facility [Line Items] | |||||||
Spread on margin rate | 0.50% | ||||||
Alternative Base Rate Loan | Minimum | Secured Overnight Financing Rate (SOFR) | |||||||
Line of Credit Facility [Line Items] | |||||||
Spread on margin rate | 1.75% | ||||||
Alternative Base Rate Loan | Minimum | London Interbank Offered Rate (LIBOR) | |||||||
Line of Credit Facility [Line Items] | |||||||
Spread on margin rate | 1.75% | ||||||
Alternative Base Rate Loan | Maximum | Secured Overnight Financing Rate (SOFR) | |||||||
Line of Credit Facility [Line Items] | |||||||
Spread on margin rate | 2.75% | ||||||
Alternative Base Rate Loan | Maximum | London Interbank Offered Rate (LIBOR) | |||||||
Line of Credit Facility [Line Items] | |||||||
Spread on margin rate | 2.75% |
Derivative Instruments - Schedu
Derivative Instruments - Schedule of Location and Fair Value Amounts of all Commodity Derivative Instruments in Balance Sheet (Details) - Commodity Contract - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Commodity derivative assets: | ||
GROSS RECOGNIZED FAIR VALUE ASSETS/ LIABILITIES | $ 1,143 | $ 4,577 |
GROSS AMOUNTS OFFSET | (818) | (1,310) |
NET RECOGNIZED FAIR VALUE ASSETS/ LIABILITIES | 325 | 3,267 |
Commodity derivative liabilities: | ||
GROSS RECOGNIZED FAIR VALUE ASSETS/ LIABILITIES | 7,114 | 4,749 |
GROSS AMOUNTS OFFSET | (818) | (1,310) |
NET RECOGNIZED FAIR VALUE ASSETS/ LIABILITIES | 6,296 | 3,439 |
Current derivative assets | ||
Commodity derivative assets: | ||
GROSS RECOGNIZED FAIR VALUE ASSETS/ LIABILITIES | 498 | 2,856 |
GROSS AMOUNTS OFFSET | (498) | (744) |
NET RECOGNIZED FAIR VALUE ASSETS/ LIABILITIES | 0 | 2,112 |
Noncurrent derivative assets | ||
Commodity derivative assets: | ||
GROSS RECOGNIZED FAIR VALUE ASSETS/ LIABILITIES | 645 | 1,721 |
GROSS AMOUNTS OFFSET | (320) | (566) |
NET RECOGNIZED FAIR VALUE ASSETS/ LIABILITIES | 325 | 1,155 |
Current derivative liabilities | ||
Commodity derivative liabilities: | ||
GROSS RECOGNIZED FAIR VALUE ASSETS/ LIABILITIES | 6,794 | 4,183 |
GROSS AMOUNTS OFFSET | (498) | (744) |
NET RECOGNIZED FAIR VALUE ASSETS/ LIABILITIES | 6,296 | 3,439 |
Noncurrent derivative liabilities | ||
Commodity derivative liabilities: | ||
GROSS RECOGNIZED FAIR VALUE ASSETS/ LIABILITIES | 320 | 566 |
GROSS AMOUNTS OFFSET | (320) | (566) |
NET RECOGNIZED FAIR VALUE ASSETS/ LIABILITIES | $ 0 | $ 0 |
Derivative Instruments - Sche_2
Derivative Instruments - Schedule of Crude Oil Swaps (Details) - Designated as Hedging Instrument | 9 Months Ended |
Sep. 30, 2023 $ / bbl bbl | |
Crude Oil Swap, Settlement Period Q4 2023 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Notional amount, volume | bbl | 399,998 |
Rounded swap fixed rate | $ / bbl | 79 |
Crude Oil Swap, Settlement Period Q1 2024 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Notional amount, volume | bbl | 402,498 |
Rounded swap fixed rate | $ / bbl | 79 |
Crude Oil Swap, Settlement Period Q2 2024 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Notional amount, volume | bbl | 382,500 |
Rounded swap fixed rate | $ / bbl | 79 |
Crude Oil Swap, Settlement Period Q3 2024 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Notional amount, volume | bbl | 327,500 |
Rounded swap fixed rate | $ / bbl | 78 |
Crude Oil Swap, Settlement Period Q4 2024 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Notional amount, volume | bbl | 262,500 |
Rounded swap fixed rate | $ / bbl | 79 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued capital expenditures | $ 40,400 | $ 15,500 |
Accrued lease operating expenses, net | 2,924 | 2,740 |
Accrued compensation | 2,448 | 3,524 |
Accrued derivative settlements | 1,323 | 189 |
Accrued dividends | 1,308 | 0 |
Other accrued liabilities | 4,253 | 1,068 |
Accrued spin related expenditures | 0 | 2,828 |
Total | $ 52,656 | $ 25,849 |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Nov. 30, 2022 USD ($) | Jan. 01, 2018 USD ($) | Jul. 01, 2016 USD ($) | May 07, 2014 | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jul. 31, 2018 USD ($) promissory_note | May 31, 2017 USD ($) loan | |
Related Party Transaction [Line Items] | ||||||||||||
Payments of distributions | $ 36,000 | |||||||||||
Revenue from related party | $ 55,054 | $ 77,098 | $ 164,602 | $ 220,874 | ||||||||
Related Party | Employee Participation Plan | Employees, Consultants, or Independent Contractors | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Employee participation plan, maximum capital expenditure | $ 2,000 | |||||||||||
Payment to acquire outstanding EPP working interest | $ 4,900 | |||||||||||
3B Energy, LLC | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Payments of distributions | $ 900 | |||||||||||
VE Holding LLC | 2018 Notes | Related Party | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Number of promissory note | promissory_note | 2 | |||||||||||
Promissory note | $ 10,000 | |||||||||||
Accrued interest rate | 3% | |||||||||||
Annual reduction in recourse, percentage | 0.33% | |||||||||||
Vitesse Oil | Related Party | Services Agreement | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related party, services agreement, allocation of costs percent | 50% | 90% | 90% | |||||||||
Revenue from related party | $ 200 | $ 900 | ||||||||||
JETX Energy, LLC | Related Party | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Monthly service provider fee | $ 200 | |||||||||||
JETX Energy, LLC | Related Party | Services Agreement | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Revenue from related party | $ 700 | $ 600 | $ 2,000 | $ 1,800 | ||||||||
3B Energy, LLC | VE Holdings LLC | Related Party | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Number of loan | loan | 2 | |||||||||||
3B Energy, LLC | VE Holdings LLC | Initial Loans, Promissory Note 1 | Related Party | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Promissory note | $ 7,875 | $ 7,875 | ||||||||||
Accrued interest rate | 10% | |||||||||||
3B Energy, LLC | VE Holdings LLC | Initial Loans, Promissory Note 2 | Related Party | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Promissory note | $ 3,500 | $ 3,500 | ||||||||||
Accrued interest rate | 10% | 3.50% | ||||||||||
Vitesse Oil | Related Party | Services Agreement | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related party, services agreement, allocation of costs percent | 50% |
Equity - Narrative (Details)
Equity - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Jan. 13, 2023 shares | Sep. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) shares | Mar. 31, 2023 USD ($) shares | Sep. 30, 2022 USD ($) shares | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) shares | Dec. 31, 2022 USD ($) manager member vote class $ / shares | Feb. 28, 2023 USD ($) | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Common stock, authorized (in shares) | 95,000,000 | 95,000,000 | |||||||||
Common stock, par value (in USD per share) | $ / shares | $ 0.01 | $ 0.01 | |||||||||
Preferred stock, authorized (in shares) | 5,000,000 | 5,000,000 | |||||||||
Preferred stock, par value (in USD per share) | $ / shares | $ 0.01 | $ 0.01 | |||||||||
Distribution of predecessor equity interests (in shares) | 25,628,162 | ||||||||||
Number of founding members | member | 2 | ||||||||||
Stock repurchased and retired (in shares) | 14,600 | ||||||||||
Common stock dividends declared | $ | $ 16,408 | $ 16,408 | $ 16,405 | $ 49,200 | |||||||
Equity-based compensation | $ | $ 1,146 | $ (17,329) | 30,545 | $ 4,911 | |||||||
Authorized stock repurchase amount | $ | $ 60,000 | ||||||||||
Stock repurchased and retired | $ | $ 248 | $ 200 | |||||||||
Common units, issued, value per unit (in USD per share) | $ / shares | $ 1 | ||||||||||
Common unit, aggregate issuance value | $ | $ 450,000 | ||||||||||
Number of managers | manager | 5 | ||||||||||
Number of votes each manager is entitled to | vote | 1 | ||||||||||
Increase (decrease) in fair market value MIU adjustment | $ | 5,400 | $ (4,827) | $ (2,169) | (1,600) | |||||||
Distribution to common unit holders | $ | $ 0 | $ 18,000 | $ 18,000 | $ 36,000 | |||||||
Number of classes of membership units | class | 2 | ||||||||||
Managers Designated by JFG | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Number of managers | manager | 3 | ||||||||||
Managers Designated by 3B | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Number of managers | manager | 2 | ||||||||||
Transitional Equity Award Adjustment Plan | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Maximum shares authorized (in shares) | 457,866 | 457,866 | |||||||||
Options granted in period (in shares) | 457,866 | ||||||||||
Options exercised (in shares) | 0 | 0 | |||||||||
Intrinsic value | $ | $ 6,400 | $ 6,400 | |||||||||
Long-Term Incentive Plan | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Maximum shares authorized (in shares) | 3,960,000 | 3,960,000 | |||||||||
Number of shares available for grant (in shares) | 807,753 | 807,753 | |||||||||
Unrecognized compensation costs | $ | $ 16,700 | $ 16,700 | |||||||||
Compensation cost expected to be recognized | 2 years 9 months 10 days | ||||||||||
Common Stock | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Issuance of Transitional Plan awards (in shares) | 1,475,631 | ||||||||||
Issuance of common stock in exchange for Non-Founder MIU's (in shares) | 163,544 | 163,544 | |||||||||
Acquisition of Vitesse Oil, LLC (in shares) | 2,120,312 | 2,120,312 | |||||||||
Stock repurchased and retired (in shares) | 14,600 | ||||||||||
Restricted stock awards | Transitional Equity Award Adjustment Plan | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Granted (in shares) | 286,729 | 286,729 | |||||||||
Restricted stock awards | Common Stock | Transitional Equity Award Adjustment Plan | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Issuance of Transitional Plan awards (in shares) | 5,474 | 56,218 | |||||||||
Restricted stock units | Officers, Directors, and Employees | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Granted (in shares) | 3,152,247 | ||||||||||
Restricted stock units | Transitional Equity Award Adjustment Plan | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Granted (in shares) | 1,475,631 | 1,475,631 | |||||||||
Restricted stock units | Long-Term Incentive Plan | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Granted (in shares) | 180,000 | 16,666 | 3,136,456 | ||||||||
Equity-based compensation | $ | $ 1,100 | $ 30,500 | |||||||||
RSUs accelerated cost amount | $ | $ 26,800 | ||||||||||
RSUs accelerated cost amount (in shares) | 1,863,000 | ||||||||||
Restricted stock units | Common Stock | Transitional Equity Award Adjustment Plan | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Issuance of Transitional Plan awards (in shares) | 0 | 603,249 | |||||||||
Non-Founder MIUs | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Granted (in shares) | 0 | 0 | |||||||||
Unrecognized compensation costs | $ | $ 0 |
Equity - Long-Term Incentive Pl
Equity - Long-Term Incentive Plan (Details) - Restricted stock units - Long-Term Incentive Plan - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2023 | |
Shares of restricted stock unit awards | ||||
Outstanding, beginning balance (in shares) | 3,153,122 | 3,136,456 | 0 | 0 |
Granted (in shares) | 180,000 | 16,666 | 3,136,456 | |
Vested (in shares) | 0 | 0 | 0 | |
Forfeited (in shares) | (180,875) | 0 | 0 | |
Outstanding, ending balance (in shares) | 3,152,247 | 3,153,122 | 3,136,456 | 3,152,247 |
Weighted-Average Price on Date of Grant | ||||
Outstanding, weighted average price on date of grant, beginning balance ( in USD per share) | $ 14.47 | $ 14.43 | $ 0 | $ 0 |
Granted, weighted average price on date of grant (in USD per share) | 23.51 | 22.57 | 14.43 | |
Vested, weighted average price on date of grant (in USD per share) | 0 | 0 | 0 | |
Forfeited, weighted average price on date of grant (in USD per share) | 14.40 | 0 | 0 | |
Outstanding, weighted average price on date of grant, ending balance ( in USD per share) | $ 14.99 | $ 14.47 | $ 14.43 | $ 14.99 |
Equity - Shares Released in Fut
Equity - Shares Released in Future (Details) | Sep. 30, 2023 shares |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Stock released in future (in shares) | 1,102,893 |
2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Stock released in future (in shares) | 207,276 |
2024 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Stock released in future (in shares) | 173,308 |
2025 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Stock released in future (in shares) | 110,842 |
2026 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Stock released in future (in shares) | 371,757 |
2027 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Stock released in future (in shares) | 55,106 |
Thereafter | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Stock released in future (in shares) | 184,604 |
Restricted stock units | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Stock released in future (in shares) | 872,382 |
Restricted stock units | 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Stock released in future (in shares) | 207,276 |
Restricted stock units | 2024 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Stock released in future (in shares) | 115,728 |
Restricted stock units | 2025 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Stock released in future (in shares) | 93,580 |
Restricted stock units | 2026 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Stock released in future (in shares) | 323,138 |
Restricted stock units | 2027 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Stock released in future (in shares) | 837 |
Restricted stock units | Thereafter | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Stock released in future (in shares) | 131,823 |
Restricted stock awards | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Stock released in future (in shares) | 230,511 |
Restricted stock awards | 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Stock released in future (in shares) | 0 |
Restricted stock awards | 2024 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Stock released in future (in shares) | 57,580 |
Restricted stock awards | 2025 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Stock released in future (in shares) | 17,262 |
Restricted stock awards | 2026 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Stock released in future (in shares) | 48,619 |
Restricted stock awards | 2027 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Stock released in future (in shares) | 54,269 |
Restricted stock awards | Thereafter | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Stock released in future (in shares) | 52,781 |
Equity - Net Income (Loss) Per
Equity - Net Income (Loss) Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Numerator for earnings per common share: | ||||
Net (loss) attributable to Vitesse Energy, Inc. | $ (1,466) | $ 0 | $ (41,493) | $ 0 |
Allocation of earnings to participating securities | 0 | 0 | ||
Net income attributable to common unitholders | (1,466) | $ 83,572 | (41,493) | $ 92,924 |
Adjustment to allocation of earnings to participating securities related to diluted shares | 0 | 0 | ||
Net (loss) attributable to common shareholders for diluted EPS | $ (1,466) | $ (41,493) | ||
Denominator for earnings per common share: | ||||
Weighted average common shares outstanding - basic (in shares) | 28,787,381 | 28,725,204 | ||
Weighted average Transitional Share RSUs outstanding with no future service (in shares) | 872,382 | 935,720 | ||
Denominator for basic earnings per common share (in shares) | 29,659,763 | 438,625,000 | 29,660,924 | 438,625,000 |
Denominator for diluted earnings per common share (in shares) | 29,659,763 | 438,625,000 | 29,660,924 | 438,625,000 |
Net (loss) per common share: | ||||
Basic (in USD per share) | $ (0.05) | $ 0.19 | $ (1.40) | $ 0.21 |
Diluted (in USD per share) | $ (0.05) | $ 0.19 | $ (1.40) | $ 0.21 |
LTIP RSUs | ||||
Denominator for earnings per common share: | ||||
Share-based payment arrangements (in shares) | 0 | 0 | ||
Transitional Share options | ||||
Denominator for earnings per common share: | ||||
Share-based payment arrangements (in shares) | 0 | 0 | ||
LTIP RSUs | ||||
Net (loss) per common share: | ||||
Shares excluded from diluted earnings per share due to anti-dilutive effect (in shares) | 3,150,871 | 3,140,707 | ||
Transitional Share options | ||||
Net (loss) per common share: | ||||
Shares excluded from diluted earnings per share due to anti-dilutive effect (in shares) | 278,380 | 278,380 |
Equity - Classes of Membership
Equity - Classes of Membership Units Authorized, Issued, and Outstanding (Details) | Dec. 31, 2022 class shares |
Equity [Abstract] | |
Number of classes of membership units | class | 2 |
Common units, authorized (in units) | 450,000,000 |
Common units, issued (in units) | 450,000,000 |
Common units, outstanding | 450,000,000 |
Management incentive units, authorized (in shares) | 1,000,000 |
Management incentive units, issued (in shares) | 953,750 |
Management incentive units, outstanding (in shares) | 953,750 |
Equity - Non-Founder MIUs (Deta
Equity - Non-Founder MIUs (Details) - Non-Founder MIUs $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 USD ($) shares | Sep. 30, 2022 USD ($) shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Nonvested at period end (in shares) | 28,750 | 28,750 |
Granted (in shares) | 0 | 0 |
Vested (in shares) | 0 | 16,250 |
Forfeited (in shares) | 0 | 0 |
Fair value of MIUs vested during the period | $ | $ 0 | $ 0.5 |
Equity - Total Compensation Cos
Equity - Total Compensation Cost (Income) recognized in Statements of Operations within Unit-based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total compensation cost (income) | $ (17,329) | $ 4,911 |
Common Unit Option Grant | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total compensation cost (income) | (2,943) | 1,110 |
Founder MIU Option Grant | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total compensation cost (income) | (14,101) | 3,439 |
Non-Founder MIUs | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total compensation cost (income) | $ (285) | $ 362 |
Equity - Basic and Diluted Net
Equity - Basic and Diluted Net Income (Loss) Per Unit (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Common Units | ||||||||
Net income | $ (1,466) | $ 9,620 | $ (47,815) | $ 85,739 | $ 16,752 | $ (7,157) | $ (39,661) | $ 95,334 |
In-substance options on common units (Common Unit Option Grant) | (2,167) | (2,410) | ||||||
In-substance options on Founder MIUs (Founder MIU Option Grant) | 0 | 0 | ||||||
Non-Founder MIUs classified as temporary equity | 0 | 0 | ||||||
Non-Founder MIUs classified as liabilities | 0 | 0 | ||||||
Net income attributable to common unitholders | $ (1,466) | $ 83,572 | $ (41,493) | $ 92,924 | ||||
Weighted Average Common Units Outstanding (in shares) | 450,000,000 | 450,000,000 | ||||||
less: Common Units accounted for as in-substance options (in shares) | (11,375,000) | (11,375,000) | ||||||
Denominator for basic earnings per common share (in shares) | 29,659,763 | 438,625,000 | 29,660,924 | 438,625,000 | ||||
Denominator for diluted earnings per common share (in shares) | 29,659,763 | 438,625,000 | 29,660,924 | 438,625,000 | ||||
Basic EPU (in USD per share) | $ (0.05) | $ 0.19 | $ (1.40) | $ 0.21 | ||||
Diluted EPU (in USD per share) | $ (0.05) | $ 0.19 | $ (1.40) | $ 0.21 | ||||
Temporary Equity Classified MIUs | ||||||||
Income allocable to Non-Founder MIUs classified as temporary equity | $ 0 | $ 0 | ||||||
MIUs classified in temporary equity (in shares) | 237,500 | 237,500 | ||||||
Basic EPU (in USD per share) | $ 0 | $ 0 | ||||||
Diluted EPU (in USD per share) | $ 0 | $ 0 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Jan. 13, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |||||
Income tax expense (benefit) | $ (796,000) | $ 0 | $ 46,386,000 | $ 0 | |
Deferred tax liability, spin-off | $ 44,100,000 | ||||
Deferred tax expense (benefit) spin-off | 44,100,000 | ||||
Deferred tax liability, acquisition | $ 2,400,000 |
Subsequent Events (Details)
Subsequent Events (Details) | Oct. 31, 2023 $ / shares |
Subsequent Event | |
Subsequent Event [Line Items] | |
Cash dividend (in USD per share) | $ 0.50 |