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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| | | | | |
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2024
OR
| | | | | |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ______ to ______
Commission file number 001-41546
Vitesse Energy, Inc.
(Exact name of registrant as specified in its charter)
| | | | | |
Delaware | 88-3617511 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| |
5619 DTC Parkway, Suite 700 Greenwood Village, Colorado | 80111 |
(Address of Principal Executive Offices) | (Zip Code) |
(720) 361-2500
Registrant's telephone number, including area code
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, par value $0.01 | VTS | New York Stock Exchange |
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| | | | | | | | | | | |
Large accelerated filer | o | Accelerated filer | o |
Non-accelerated filer | x | Smaller reporting company | o |
| | Emerging growth company | x |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
The registrant had outstanding 29,504,804 shares of common stock as of July 31, 2024.
TABLE OF CONTENTS
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
The information in this Form 10-Q contains statements which, to the extent they are not statements of historical or present fact, constitute “forward-looking statements” under the securities laws. These forward-looking statements are intended to provide management’s current expectations or plans for our future operating and financial performance, based on assumptions currently believed to be valid. Forward-looking statements can be identified by the use of words such as “believe,” “expect,” “expectations,” “plans,” “strategy,” “prospects,” “estimate,” “project,” “target,” “anticipate,” “will,” “should,” “see,” “guidance,” “outlook,” “confident” and other words of similar meaning in connection with a discussion of future operating or financial performance. Forward-looking statements may include, among other things, statements relating to future earnings, cash flow, results of operations, uses of cash, tax rates and other measures of financial performance or potential future plans, strategies or transactions of Vitesse, and other statements that are not historical facts. Forward-looking statements are not guarantees of future results and conditions, but rather are subject to numerous assumptions, risks, and uncertainties that may cause actual future results to be materially different from those contemplated, projected, estimated, or budgeted. Such assumptions, risks, uncertainties and other factors include, but are not limited to, the following:
■the timing and extent of changes in oil and natural gas prices;
■our ability to successfully implement our business plan;
■the pace of our operators’ drilling and completion activity on our properties, including in connection with refrac programs and extended length three-mile lateral wells;
■our operators’ ability to complete projects on time and on budget;
■uncertainties about estimates of reserves, identification of drilling locations and the ability to add reserves in the future;
■our ability to complete acquisitions;
■actions taken by third-party operators, processors, transporters and gatherers;
■natural disasters, adverse weather conditions, pandemic, war (such as the recent conflict in the Middle East and the ongoing military conflict in Ukraine), financial or political instability, casualty losses and other matters beyond our control;
■changes in general economic conditions, including central bank policy actions, bank failures and associated liquidity risks;
■our ability to achieve the benefits that we expect to achieve as an independent publicly traded company;
■the qualification of the Distribution and certain related transactions as tax-free under the Code;
■inflation;
■infrastructure constraints and related factors affecting our properties;
■competitive conditions in our industry;
■the effects of existing and future laws and governmental regulations;
■the availability and price of oil and natural gas to the consumer compared to the price of alternative and competing fuels;
■operating hazards and other risks incidental to gathering, storing and transporting oil and natural gas;
■restrictions in our Revolving Credit Facility;
■interest rates;
■the effects of ongoing or future litigation;
■cyber-related risks;
■changes in insurance markets impacting costs and the level and types of coverage available;
■financial, regulatory, and political risks associated with societal responses to climate change;
■extreme weather events and fluctuating regional and global weather conditions or patterns;
■energy efficiency and technology trends;
■changes in the availability and cost of capital;
■large customer defaults;
■labor relations; and
■changes in tax status.
The above list of factors is not exhaustive. For additional information on identifying factors that may cause actual results to vary materially from those stated in forward-looking statements, see the discussion under the section Part II, Item 1A. Risk Factors in this Form 10-Q and Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 26, 2024.
Reserve engineering is a process of estimating underground accumulations of hydrocarbons that cannot be measured in an exact way. The accuracy of any reserve estimates depends on the quality of available data, the interpretation of such data and price and cost assumptions made by reserve engineers. In addition, the results of drilling, testing and production activities may justify revisions of estimates that were made previously. Accordingly, reserve estimates may differ significantly from the quantities of oil, natural gas and NGLs that are ultimately recovered.
Any forward-looking statements, express or implied, included in this Form 10-Q are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue. Any forward-looking statement that we make in this Form 10-Q speaks only as of the date on which it was made. Except as otherwise required by applicable law, we expressly disclaim any obligation to, update or alter our forward-looking statements, whether as a result of new information, subsequent events or otherwise.
GLOSSARY
In this Form 10-Q, unless the context otherwise requires:
■“3B Energy” refers to 3B Energy, LLC, the holder of a minority of the equity interests in Vitesse Energy prior to the Pre-Spin-Off Transactions and an entity owned by Bob Gerrity, our Chief Executive Officer and Chairman of our Board, and Brian Cree, our President;
■“Amended and Restated Bylaws” refers to the bylaws of Vitesse effective as of January 13, 2023;
■“Amended and Restated Certificate of Incorporation” refers to the certificate of incorporation of Vitesse effective as of January 12, 2023;
■“Basin” refers to a large natural depression on the earth’s surface in which sediments generally brought by water accumulate;
■the “Board” refers to our board of directors;
■“Bbl” refers to one stock tank barrel, of 42 U.S. gallons liquid volume, used herein in reference to oil, condensate or NGLs;
■“Boe” refers to barrels of oil equivalent, calculated by converting natural gas to oil equivalent barrels at a ratio of six Mcf of natural gas to one Bbl of oil;
■“Boe/d” refers to one Boe per day;
■“Btu” refers to a British thermal unit, which is the quantity of heat required to raise the temperature of one pound of water by one degree Fahrenheit;
■“Code” refers to the United States Internal Revenue Code of 1986, as amended;
■“completion” refers to the process of preparing an oil and natural gas wellbore for production through the installation of permanent production equipment, as well as perforation and fracture stimulation to optimize production of oil, natural gas and/or NGLs;
■“condensate” refers to a mixture of hydrocarbons that exists in the gaseous phase at original reservoir temperature and pressure, but that, when produced, is in the liquid phase at surface pressure and temperature;
■“differential” refers to an adjustment to the price of oil or natural gas from an established index price to reflect differences in the quality and/or location of oil or natural gas;
■the “Distribution” refers to the transaction on January 13, 2023 in which Jefferies distributed to its shareholders outstanding shares of our common stock held by Jefferies;
■“dry hole” refers to a well found to be incapable of producing oil and natural gas in sufficient quantities to justify completion;
■the “EIA” refers to the Energy Information Agency;
■“Exchange Act” refers to the Securities Exchange Act of 1934, as amended;
■“GAAP” refers to accounting principles generally accepted in the United States;
■“gross acres” refers to the total acres in which a working interest is owned;
■“gross wells” refers to the total wells in which a working interest is owned;
■“IRS” refers to the Internal Revenue Service;
■“Jefferies” or “JFG” refers to Jefferies Financial Group Inc. and its consolidated subsidiaries other than, for all periods following the Spin-Off, Vitesse, unless the context requires otherwise;
■“Jefferies Capital Partners” refers to Jefferies Capital Partners V L.P. and Jefferies SBI USA Fund L.P., collectively, the holders of a majority of the equity interests in Vitesse Oil and entities in which Jefferies holds an indirect limited partner interest;
■“LTIP” refers to the Company’s long term incentive plan;
■“MBbls” refers to one thousand barrels of oil or NGLs;
■“MBoe” refers to one thousand barrels of oil equivalent;
■“Mcf” refers to one thousand cubic feet of natural gas;
■“MIUs” refers to management incentive units;
■“MMBoe” refers to one million barrels of oil equivalent;
■“MMBtu” refers to one million British thermal units;
■“MMcf” refers to one million cubic feet of natural gas;
■“net acres” refers to the sum of the fractional working interests owned in gross acres (e.g., a 10% working interest in a lease covering 1,280 gross acres is equivalent to 128 net acres);
■“net wells” refers to wells that are deemed to exist when the sum of fractional ownership working interests in gross wells equals one;
■“NGLs” refer to natural gas liquids;
■“NYMEX” refers to the New York Mercantile Exchange;
■“NYSE” refers to the New York Stock Exchange;
■“OPEC” refers to the Organization of Petroleum Exporting Countries;
■“PDP” or “proved developed producing” refers to proved reserves that can be expected to be recovered through existing wells with existing equipment and operating methods;
■“PDNP” or “proved developed non-producing” refers to proved reserves that are developed behind pipe and are expected to be recovered from zones in existing wells that will require additional completion work or future recompletion prior to the start of production;
■“possible reserves” refers to the additional reserves which analysis of geoscience and engineering data suggest are less likely to be recoverable than probable reserves;
■“Pre-Spin-Off Transactions” refers to the series of transactions, including Vitesse’s acquisitions of Vitesse Energy and Vitesse Oil, consummated immediately prior to the Distribution;
■“Predecessor Company Agreement” means the Limited Liability Company Agreement of the Predecessor, dated as of July 1, 2018, as amended;
■“Prior Revolving Credit Facility” refers to Vitesse Energy’s Amended and Restated Credit Agreement, dated as of April 29, 2022, as amended from time to time, among Vitesse Energy, as borrower, Wells Fargo Bank, N.A., as administrative agent, and the lenders party thereto;
■“probable reserves” refers to the additional reserves which analysis of geoscience and engineering data indicate are less likely to be recovered than proved reserves but which, together with proved reserves, are as likely as not to be recovered;
■“productive well” refers to a well that is found to be capable of producing oil and natural gas in sufficient quantities such that proceeds from the sale of the production exceed production expenses and taxes;
■“proved developed reserves” refers to proved reserves that can be expected to be recovered through existing wells with existing equipment and operating methods or in which the cost of new equipment or operating methods is relatively minor compared to the cost of a new well;
■“proved reserves” refers to the quantities of oil and natural gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible, from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations, prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time;
■“PUD” or “proved undeveloped” refers to proved reserves that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for development. Reserves on undrilled acreage are limited to those drilling units offsetting productive units that are reasonably certain of production when drilled. Undrilled locations can be classified as having undeveloped reserves only if a development plan has been adopted indicating that they are scheduled to be drilled within five years from the date that such undrilled location was initially classified as proved undeveloped unless specific circumstances justify a longer time. Under no circumstances shall estimates of proved undeveloped reserves be attributable to any acreage for which an application of fluid injection or other improved recovery technique is contemplated, unless such techniques have been proved effective by actual projects in the same reservoir or an analogous reservoir, or by other evidence using reliable technology establishing reasonable certainty;
■“PSU” refers to Performance Stock Units under the LTIP;
■“reserves” refers to estimated remaining quantities of oil and gas and related substances anticipated to be economically producible, as of a given date, by application of development projects to known accumulations. In addition, there must exist, or there must be a reasonable expectation that there will exist, the legal right to produce or a revenue interest in the production, installed means of delivering oil and gas or related substances to market, and all permits and financing required to implement the project;
■“Revolving Credit Facility” refers to Vitesse’s Second Amended and Restated Credit Agreement, as amended from time to time, among Vitesse, as borrower, Wells Fargo Bank, N.A., as administrative agent, and the lenders party thereto, dated as of January 13, 2023;
■“RSU” refers to Restricted Stock Units under the LTIP;
■“SEC” refers to the Securities and Exchange Commission;
■“Securities Act” refers to Securities Act of 1933, as amended;
■“SOFR” refers to the Secured Overnight Financing Rate;
■the “Spin-Off” refers to our separation on January 13, 2023 from Jefferies and the creation of an independent, publicly traded company, Vitesse, through (1) the Pre-Spin-Off Transactions and (2) the Distribution;
■“Standardized Measure” refers to discounted future net cash flows estimated by applying year-end SEC prices (based on the 12-month unweighted arithmetic average of the first-day-of-the-month oil and natural gas prices for such year-end period) to the estimated future production of year-end proved reserves. Future cash flows are reduced by estimated future production and development costs, including asset retirement obligations, based on year-end costs to determine pre-tax cash inflows. Future income taxes, if applicable, are computed by applying the statutory tax rate to the excess of
pre-tax cash flows over our tax basis in the oil and natural gas properties. Future net cash flows after income taxes are discounted using a 10% annual discount rate;
■“Stock Repurchase Program” refers to the stock repurchase program approved by the Board in February 2023 authorizing the repurchase of up to $60 million of the Company’s common stock;
■“Tax Matters Agreement” refers to the tax matters agreement entered into between Jefferies and the Company on January 13, 2023;
■“Treasury Regulations” refers to final, temporary, and (to the extent they can be relied upon) proposed regulations promulgated under the Code, as amended from time to time (including corresponding provisions and succeeding provisions);
■“Two-stream basis” refers to the reporting of production or reserve volumes of oil and wet natural gas, where the NGLs have not been removed from the natural gas stream, and the economic value of the NGLs is included in the wellhead natural gas price;
■“Vitesse,” “we,” “our,” “us” and the “Company” (1) when used in regard to events prior to the Spin-Off, refer to Vitesse Energy and do not give effect to the consummation of the Pre-Spin-Off Transactions, and (2) when used in regard to events subsequent to the Spin-Off or future tense, refer to Vitesse Energy, Inc. and its consolidated subsidiaries and give effect to the consummation of the Pre-Spin-Off Transactions, in each case unless the context requires otherwise;
■“Vitesse Energy” and the “Predecessor” refer to Vitesse Energy, LLC and its consolidated subsidiaries;
■“Vitesse Energy Finance” refers to Vitesse Energy Finance LLC, the holder of a majority of the equity interests in Vitesse Energy prior to the Pre-Spin-Off Transactions and an indirect wholly owned subsidiary of Jefferies;
■“Vitesse Oil” refers to Vitesse Oil, LLC;
■“Vitesse Oil Revolving Credit Facility” refers to Vitesse Oil’s Credit Agreement, dated as of July 23, 2015, as amended from time to time, among Vitesse Oil, as borrower, Wells Fargo Bank, N.A., as administrative agent, and the lenders party thereto; and
■“WTI” refers to West Texas Intermediate.
PRESENTATION OF FINANCIAL AND OPERATING DATA
Unless otherwise indicated, the financial, reserve and operation information presented for periods prior to the January 13, 2023 Spin-Off in this Form 10-Q is that of our Predecessor, Vitesse Energy. Also, unless otherwise indicated all references to wells, working interest, royalty interest, or acreage are based on the published information available as of the date indicated, which may not be current.
INDUSTRY AND MARKET DATA
This Form 10-Q includes information concerning our industry and the markets in which we operate that is based on information from public filings, internal company sources, various third-party sources and management estimates. Management’s estimates regarding Vitesse’s position, share and industry size are derived from publicly available information and our internal research, and are based on assumptions we made upon reviewing such data and our knowledge of such industry and markets, which we believe to be reasonable. While we are not aware of any misstatements regarding any industry data presented in this Form 10-Q and believe such data to be accurate, we have not independently verified any data obtained from third-party sources and cannot assure you of the accuracy or completeness of such data. Such data may involve uncertainties and is subject to change based on various factors, including those discussed in the section entitled “Part II, Item 1A, Risk Factors.”
PART I – FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
VITESSE ENERGY, INC.
Condensed Consolidated Balance Sheets (Unaudited)
| | | | | | | | | | | |
| | | |
| JUNE 30, | | DECEMBER 31, |
(in thousands, except shares) | 2024 | | 2023 |
Assets | | | |
Current Assets | | | |
Cash | $ | 121 | | | $ | 552 | |
Revenue receivable | 46,319 | | | 44,915 | |
Commodity derivatives (Note 6) | 152 | | | 10,038 | |
Prepaid expenses and other current assets | 2,394 | | | 2,841 | |
Total current assets | 48,986 | | | 58,346 | |
Oil and Gas Properties—Using the successful efforts method of accounting (Note 2) | | | |
Proved oil and gas properties | 1,235,125 | | | 1,168,378 | |
Less accumulated DD&A and impairment | (512,527) | | | (464,036) | |
Total oil and gas properties | 722,598 | | | 704,342 | |
Other Property and Equipment—Net | 189 | | | 189 | |
Other Assets | | | |
Commodity derivatives (Note 6) | 277 | | | 1,109 | |
Other noncurrent assets | 6,378 | | | 1,984 | |
Total other assets | 6,655 | | | 3,093 | |
Total assets | $ | 778,428 | | | $ | 765,970 | |
Liabilities and Equity | | | |
Current Liabilities | | | |
Accounts payable | $ | 13,613 | | | $ | 27,692 | |
Accrued liabilities (Note 7) | 42,997 | | | 32,507 | |
Commodity derivatives (Note 6) | 2,527 | | | — | |
Other current liabilities | 30 | | | 204 | |
Total current liabilities | 59,167 | | | 60,403 | |
Long-term Liabilities | | | |
Credit facility (Note 5) | 115,000 | | | 81,000 | |
Deferred tax liability (Note 11) | 67,135 | | | 64,329 | |
Asset retirement obligations | 8,677 | | | 8,353 | |
| | | |
Other noncurrent liabilities | 9,944 | | | 5,479 | |
Total liabilities | $ | 259,923 | | | $ | 219,564 | |
Commitments and Contingencies (Note 9) | | | |
Equity (Note 10) | | | |
Preferred stock, $0.01 par value, 5,000,000 shares authorized; 0 shares issued at June 30, 2024 and December 31, 2023, respectively | — | | | — | |
Common stock, $0.01 par value, 95,000,000 shares authorized; 32,629,594 and 32,812,007 shares issued at June 30, 2024 and December 31, 2023, respectively | 326 | | | 328 | |
Additional paid-in capital | 531,013 | | | 567,654 | |
Accumulated deficit | (12,834) | | | (21,576) | |
Total equity | 518,505 | | | 546,406 | |
Total liabilities and equity | $ | 778,428 | | | $ | 765,970 | |
| | | |
See notes to condensed consolidated financial statements
VITESSE ENERGY, INC.
Condensed Consolidated Statements of Operations (Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
| FOR THE THREE MONTHS ENDED | | FOR THE SIX MONTHS ENDED |
| JUNE 30, | | JUNE 30, |
(In thousands, except share data) | 2024 | | 2023 | | 2024 | | 2023 |
Revenue | | | | | | | |
Oil | $ | 64,127 | | | $ | 48,733 | | | $ | 121,491 | | | $ | 99,219 | |
Natural gas | 2,471 | | | 2,855 | | | 6,301 | | | 10,330 | |
Total revenue | 66,598 | | | 51,588 | | | 127,792 | | | 109,549 | |
Operating Expenses | | | | | | | |
Lease operating expense | 12,272 | | | 9,316 | | | 24,063 | | | 18,397 | |
Production taxes | 5,426 | | | 4,919 | | | 11,226 | | | 10,174 | |
General and administrative | 4,724 | | | 4,461 | | | 10,098 | | | 15,323 | |
Depletion, depreciation, amortization, and accretion | 25,315 | | | 18,748 | | | 48,860 | | | 37,220 | |
Equity-based compensation (Note 10) | 2,047 | | | 1,428 | | | 3,652 | | | 29,400 | |
Total operating expenses | 49,784 | | | 38,872 | | | 97,899 | | | 110,514 | |
Operating Income (Loss) | 16,814 | | | 12,716 | | | 29,893 | | | (965) | |
Other (Expense) Income | | | | | | | |
Commodity derivative gain (loss), net | 379 | | | 4,779 | | | (13,445) | | | 12,198 | |
Interest expense | (2,585) | | | (1,115) | | | (4,788) | | | (2,295) | |
Other (expense) income | (2) | | | 52 | | | 28 | | | 50 | |
Total other (expense) income | (2,208) | | | 3,716 | | | (18,205) | | | 9,953 | |
| | | | | | | |
Income Before Income Taxes | $ | 14,606 | | | $ | 16,432 | | | $ | 11,688 | | | $ | 8,988 | |
| | | | | | | |
(Provision for) Benefit from Income Taxes | (3,678) | | | (6,812) | | | (2,946) | | | (47,183) | |
| | | | | | | |
Net Income (Loss) | $ | 10,928 | | | $ | 9,620 | | | $ | 8,742 | | | $ | (38,195) | |
Net income attributable to Predecessor common unit holders | — | | | — | | | — | | | 1,832 | |
Net Income (Loss) Attributable to Vitesse Energy, Inc. | $ | 10,928 | | | $ | 9,620 | | | $ | 8,742 | | | $ | (40,027) | |
| | | | | | | |
Weighted average common shares outstanding – basic | 30,046,190 | | | 29,659,771 | | | 29,990,077 | | | 29,661,556 | |
Weighted average common shares outstanding – diluted | 33,026,818 | | | 33,077,824 | | | 32,984,826 | | | 29,661,556 | |
Net income (loss) per common share – basic | $ | 0.36 | | | $ | 0.29 | | | $ | 0.29 | | | $ | (1.35) | |
Net income (loss) per common share – diluted | $ | 0.33 | | | $ | 0.29 | | | $ | 0.27 | | | $ | (1.35) | |
| | | | | | | |
See notes to condensed consolidated financial statements
VITESSE ENERGY, INC.
Condensed Consolidated Statements of Equity (Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Common Stock | | Preferred Stock | | | | | | | | |
(In thousands, except share data) | Shares | | Amount | | Shares | | Amount | | Additional Paid-In Capital | | Predecessor Members' Equity | | Accumulated Deficit | | Total Equity |
Balance—January 1, 2024 | 32,812,007 | | | $ | 328 | | | — | | | $ | — | | | $ | 567,654 | | | $ | — | | | $ | (21,576) | | | $ | 546,406 | |
Net (loss) | — | | | — | | | — | | | — | | | — | | | — | | | (2,186) | | | (2,186) | |
Issuance of restricted stock units, net of forfeitures | 19,403 | | | — | | | — | | | — | | | (74) | | | — | | | — | | | (74) | |
Equity-based compensation | — | | | — | | | — | | | — | | | 1,758 | | | — | | | — | | | 1,758 | |
Common stock dividends declared | — | | | — | | | — | | | — | | | (16,249) | | | — | | | — | | | (16,249) | |
Stock exchanged for tax withholding and retired | (332,840) | | | (3) | | | — | | | — | | | (6,936) | | | — | | | — | | | (6,939) | |
Balance—March 31, 2024 | 32,498,570 | | | $ | 325 | | | — | | | $ | — | | | $ | 546,153 | | | $ | — | | | $ | (23,762) | | | $ | 522,716 | |
| | | | | | | | | | | | | | | |
Net income | — | | | — | | | — | | | — | | | — | | | — | | | 10,928 | | | 10,928 | |
Issuance of restricted stock units | 131,024 | | | 1 | | | — | | | — | | | (1) | | | — | | | — | | | — | |
Equity-based compensation | — | | | — | | | — | | | — | | | 2,047 | | | — | | | — | | | 2,047 | |
Common stock dividends declared | — | | | — | | | — | | | — | | | (17,186) | | | — | | | — | | | (17,186) | |
Balance—June 30, 2024 | 32,629,594 | | | $ | 326 | | | — | | | $ | — | | | $ | 531,013 | | | $ | — | | | $ | (12,834) | | | $ | 518,505 | |
| | | | | | | | | | | | | | | |
See notes to condensed consolidated financial statements
VITESSE ENERGY, INC.
Condensed Consolidated Statements of Equity (Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Common Stock | | Preferred Stock | | | | | | | | |
(In thousands, except share data) | Shares | | Amount | | Shares | | Amount | | Additional Paid-In Capital | | Predecessor Members' Equity | | Accumulated Deficit | | Total Equity |
Balance—January 1, 2023 | — | | | $ | — | | | — | | | $ | — | | | $ | — | | | $ | 564,423 | | | $ | — | | | $ | 564,423 | |
Net income (loss) | — | | | — | | | — | | | — | | | — | | | 1,832 | | | (49,647) | | | (47,815) | |
Issuance of common stock in exchange for Vitesse Energy, LLC | 25,914,891 | | | 259 | | | — | | | — | | | 565,996 | | | (566,255) | | | — | | | — | |
Issuance of common stock in exchange for Non-Founder MIU's | 163,544 | | | 2 | | | — | | | — | | | 4,557 | | | — | | | — | | | 4,559 | |
Acquisition of Vitesse Oil, LLC | 2,120,312 | | | 21 | | | — | | | — | | | 30,607 | | | — | | | — | | | 30,628 | |
Issuance of restricted stock units | 3,136,456 | | | 31 | | | — | | | — | | | (31) | | | — | | | — | | | — | |
Issuance of Transitional Plan awards | 1,475,631 | | | 15 | | | — | | | — | | | (15) | | | — | | | — | | | — | |
Equity-based compensation | — | | | — | | | — | | | — | | | 27,972 | | | — | | | — | | | 27,972 | |
Common stock dividends declared | — | | | — | | | — | | | — | | | (16,405) | | | — | | | — | | | (16,405) | |
Repurchase of common stock | (14,600) | | | — | | | — | | | — | | | (248) | | | — | | | — | | | (248) | |
Balance—March 31, 2023 | 32,796,234 | | | $ | 328 | | | — | | | $ | — | | | $ | 612,433 | | | $ | — | | | $ | (49,647) | | | $ | 563,114 | |
| | | | | | | | | | | | | | | |
Net income | — | | | — | | | — | | | — | | | — | | | — | | | 9,620 | | | 9,620 | |
Issuance of restricted stock units | 16,666 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
Equity-based compensation | — | | | — | | | — | | | — | | | 1,428 | | | — | | | — | | | 1,428 | |
Common stock dividends declared | — | | | — | | | — | | | — | | | (16,408) | | | — | | | — | | | (16,408) | |
Balance—June 30, 2023 | 32,812,900 | | | $ | 328 | | | — | | | $ | — | | | $ | 597,453 | | | $ | — | | | $ | (40,027) | | | $ | 557,754 | |
| | | | | | | | | | | | | | | |
See notes to condensed consolidated financial statements
VITESSE ENERGY, INC.
Condensed Consolidated Statements of Cash Flows (Unaudited)
| | | | | | | | | | | |
| | | |
| FOR THE SIX MONTHS ENDED |
| JUNE 30, |
(in thousands) | 2024 | | 2023 |
Cash Flows from Operating Activities | | | |
Net income (loss) | $ | 8,742 | | | $ | (38,195) | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | | | |
Depletion, depreciation, amortization, and accretion | 48,860 | | | 37,220 | |
Unrealized loss (gain) on derivative instruments | 13,244 | | | (9,860) | |
Equity-based compensation | 3,652 | | | 29,400 | |
Deferred income taxes | 2,806 | | | 47,183 | |
Amortization of debt issuance costs | 387 | | | 322 | |
Changes in operating assets and liabilities that provided (used) cash: | | | |
Revenue receivable | (1,403) | | | 17,706 | |
Prepaid expenses and other current assets | 643 | | | (2,059) | |
Accounts payable | (1,431) | | | 2,204 | |
Accrued liabilities | (920) | | | (5,703) | |
Other | — | | | 25 | |
Net cash provided by Operating Activities | 74,580 | | | 78,243 | |
Cash Flows from Investing Activities | | | |
Acquisition of oil and gas properties | (19,917) | | | (4,230) | |
Development of oil and gas properties | (49,914) | | | (39,034) | |
Purchase of property and equipment | (45) | | | (20) | |
| | | |
Net cash used in Investing Activities | (69,876) | | | (43,284) | |
Cash Flows from Financing Activities | | | |
Proceeds from revolving credit facility | 35,500 | | | 12,000 | |
Repayments of revolving credit facility | (1,500) | | | (19,000) | |
Repayments of Vitesse Oil revolving credit facility | — | | | (5,000) | |
Dividends paid | (31,920) | | | (28,989) | |
Repurchases of common stock | — | | | (248) | |
Stock exchanged for tax withholding | (6,940) | | | — | |
Debt issuance costs | (275) | | | (369) | |
Net cash used in Financing Activities | (5,135) | | | (41,606) | |
Net (Decrease) in Cash | (431) | | | (6,647) | |
Cash—Beginning of period | 552 | | | 10,007 | |
Cash—End of period | $ | 121 | | | $ | 3,360 | |
Supplemental Disclosure of Cash Flow Information | | | |
Cash paid for interest | $ | 4,376 | | | $ | 2,132 | |
Cash paid for income taxes | — | | | 1,292 | |
Supplemental Disclosure of Noncash Activity | | | |
Oil and gas properties included in accounts payable and accrued liabilities | $ | 43,391 | | | $ | 33,118 | |
Asset retirement obligations capitalized to oil and gas properties | — | | | 392 | |
Issuance of common stock to acquire Vitesse Oil | — | | | 30,628 | |
| | | |
See notes to condensed consolidated financial statements
VITESSE ENERGY, INC.
Notes to the Condensed Consolidated Financial Statements
Note 1—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; and
■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 consolidated 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. Currently, the Company’s ownership is 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.
Note 2—Significant Accounting Policies
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 six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. These financial statements and other information included in this Quarterly Report on Form 10-Q should be read in conjunction with the 2023 audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023.
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 accounting principles generally accepted in the United States (“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 unit-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 June 30, 2024 and December 31, 2023, 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. The Company’s proved oil and gas reserve information was computed by applying the average first-day-of-the-month oil and gas price during the 12-month period ended on the balance sheet date. During the three and six months ended June 30, 2024, the Company recorded depletion expense of $25.1 million and $48.5 million, respectively. The Company’s depletion rate per Boe for the three and six months ended June 30, 2024 was $20.45 in both periods. During the three and six months ended June 30, 2023, the Company recorded depletion expense of $18.6 million, and $36.9 million, respectively. The Company’s depletion rate per Boe for the three and six months ended June 30, 2023 was $17.98 and $17.82, 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 six months ended June 30, 2024 and 2023.
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.
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 to six months after the date the produced oil and natural gas is delivered, and, as a result, the amount of production delivered to the customer and the price that will be received for the sale of the product is estimated utilizing production reports, market indices, and estimated differentials. 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. At the end of each month when the performance obligation is satisfied, the variable consideration can be reasonably estimated, and revenue due to the Company is recorded within revenue receivable in the accompanying balance sheets until payment is received. Differences between the estimated amounts and the actual amounts received from the sale of the produced oil and natural gas are recorded when known, which is generally when statements and payment are received. Such differences have historically been immaterial.
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 both the three and six months ended June 30, 2024, four operators accounted for 60 percent of oil and natural gas revenue.
For the three and six months ended June 30, 2023, three and four operators accounted for 50 percent and 57 percent, respectively, of oil and natural gas revenue.
As of June 30, 2024 and December 31, 2023, three operators accounted for 56 percent 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 current taxes 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 June 30, 2024 and December 31, 2023.
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 gain (loss), net on the statements of operations.
The Company recognizes 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 November 2023, FASB issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures. The ASU updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. The new guidance will be effective for the Company’s year ending December 31, 2024. The Company does not believe the new guidance will have a material impact on its consolidated financial statements and related disclosures.
In December 2023, FASB issued ASU 2023-09, Improvements to Income Tax Disclosures. The ASU establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. The new guidance will be effective for the Company’s year ending December 31, 2025. The Company does not believe the new guidance will have a material impact on its consolidated financial statements and related disclosures.
Note 3—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 and six months ended June 30, 2024, the Company purchased proved oil and gas properties in multiple transactions for an aggregate purchase price of $13.2 million and $19.9 million, respectively.
During the six months ended June 30, 2023, the Company purchased proved oil and gas properties and proved leaseholds in multiple transactions for an aggregate purchase price of $4.2 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.
These transactions qualified as asset acquisitions; therefore, the oil and gas properties were recorded based on the fair value of the total consideration transferred on the acquisition dates, and transaction costs were capitalized as a component of the assets acquired. Transaction costs during the three and six months ended June 30, 2024 and 2023 were immaterial.
Note 4—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 June 30, 2024, 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 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).
Nonrecurring Fair Value Measurements
Nonrecurring measurements include the fair value of impaired proved oil and gas properties. The Company determines the estimated fair value of the impaired proved oil and gas properties by using a discounted cash flow approach with unobservable Level 3 inputs (see Note 2) at the time of impairment.
The Company uses the income valuation technique to estimate the fair value of asset retirement obligations, at initial recognition, arising from the development of proved properties using the amounts and timing of expected future dismantlement costs and credit-adjusted risk-free rates. Accordingly, the fair value is based on unobservable inputs and, therefore, is included within Level 3 of the fair value hierarchy. The significant unobservable inputs include the gross cost of abandoning oil and gas wells; the economic lives of the properties; the inflation rate; and the credit-adjusted risk-free rate of the Company.
Financial Instruments Not Measured at Fair Value
The carrying amounts of the majority of the Company’s financial instruments, namely cash, receivables, accounts payable and accrued liabilities approximate their fair values due to the short-term nature of these instruments. The Company’s credit facility (see Note 5) has a recorded value that approximates fair market value, as it bears interest at a floating rate that approximates a current market rate.
Note 5— 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 Prior 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. The 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 the Company’s proved oil and natural gas reserves, as determined by the lenders in their discretion. As of June 30, 2024 and December 31, 2023, the Company’s borrowing base was $245.0 million at both dates with an aggregate elected commitment of $245.0 million and $180.0 million of which $115.0 million and $81.0 million was outstanding, respectively.
At the Company’s option, borrowings under the Revolving Credit Facility bear interest at a rate unchanged from the Prior 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 June 30, 2024 and December 31, 2023, the interest rate on the outstanding balance under the Revolving Credit Facility was 8.44% and 8.46%, respectively.
Consistent with the Prior Revolving Credit Facility, the Revolving Credit Facility is guaranteed by all of the Company’s 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 the Company’s proved oil and natural gas properties.
The Revolving Credit Facility contains various affirmative, negative and financial maintenance covenants. These covenants limit the Company’s ability to, among other things, incur or guarantee additional debt, make distributions to 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, the Company is 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) total outstanding credit usage does not exceed 80% of the least of (the following collectively referred to as “Commitments”): (1) $500.0 million (2) 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 the EBITDAX Ratio does not exceed 2.25 to 1.00, and if total outstanding credit usage does not exceed 80% of the Commitments, the Company may also make distributions if free cash flow (as defined under the Revolving Credit Facility) is greater than $0 and the Company has delivered a certificate to lenders attesting to the foregoing.
The Revolving Credit Facility contains covenants requiring us to maintain the following financial ratios tested on a quarterly basis (terms below are as defined in the Revolving Credit Facility): (1) a consolidated Total Funded Debt to consolidated EBITDAX ratio 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 Prior 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 June 30, 2024.
Amendments and redeterminations:
■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;
■On November 3, 2023, in conjunction with the regular semi-annual borrowing base redetermination, the Company’s borrowing based was reaffirmed and the elected commitments were increased to $180 million;
■On January 17, 2024, the Company entered into an amendment to the Revolving Credit Facility that increased the elected commitments to $210 million and added a fifth lender to the syndicate of banks.
■On May 20, 2024, in conjunction with the regular semi-annual borrowing base redetermination, the Company entered into an amendment to the Revolving Credit Facility that increased the elected commitments to $245 million and added a sixth lender to the syndicate of banks.
Note 6—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 classification and fair value amounts of all commodity derivative instruments in the balance sheet as of June 30, 2024, as well as the gross recognized derivative assets, liabilities, and amounts offset in the balance sheet:
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(in thousands) | GROSS RECOGNIZED FAIR VALUE ASSETS/ LIABILITIES | | GROSS AMOUNTS OFFSET | | NET RECOGNIZED FAIR VALUE ASSETS/ LIABILITIES |
Commodity derivative assets: | | | | | |
Current derivative assets | $ | 914 | | | $ | (762) | | | $ | 152 | |
Noncurrent derivative assets | 277 | | | — | | | 277 | |
Total | $ | 1,191 | | | $ | (762) | | | $ | 429 | |
Commodity derivative liabilities: | | | | | |
Current derivative liabilities | $ | 3,289 | | | $ | (762) | | | $ | 2,527 | |
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Total | $ | 3,289 | | | $ | (762) | | | $ | 2,527 | |
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The following table summarizes the classification and fair value amounts of all commodity derivative instruments in the balance sheet as of December 31, 2023, as well as the gross recognized derivative assets, liabilities, and amounts offset in the balance sheet:
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(in thousands) | GROSS RECOGNIZED FAIR VALUE ASSETS/ LIABILITIES | | GROSS AMOUNTS OFFSET | | NET RECOGNIZED FAIR VALUE ASSETS/ LIABILITIES |
Commodity derivative assets: | | | | | |
Current derivative assets | $ | 10,038 | | | $ | — | | | $ | 10,038 | |
Noncurrent derivative assets | 1,109 | | | — | | | 1,109 | |
Total | $ | 11,147 | | | $ | — | | | $ | 11,147 | |
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As of June 30, 2024, the Company had the following crude oil swaps:
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INDEX | | SETTLEMENT PERIOD | | VOLUME HEDGED (Bbls) | | WEIGHTED AVERAGE ROUNDED FIXED PRICE |
WTI-NYMEX | | Q3 2024 | | 507,500 | | 78 | |
WTI-NYMEX | | Q4 2024 | | 490,000 | | 78 | |
WTI-NYMEX | | Q1 2025 | | 375,000 | | 74 | |
WTI-NYMEX | | Q2 2025 | | 360,000 | | 75 | |
WTI-NYMEX | | Q3 2025 | | 90,000 | | 75 | |
WTI-NYMEX | | Q4 2025 | | 90,000 | | 75 | |
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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.
The counterparties in the Company’s derivative instruments either do not require collateral or also participate in the Revolving Credit Facility; and thus have the right of offset for any derivative liabilities, with the Revolving Credit Facility 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.
Note 7—Accrued Liabilities
Accrued liabilities at June 30, 2024 and December 31, 2023 are summarized as follows:
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| JUNE 30, | | DECEMBER 31, |
(in thousands) | 2024 | | 2023 |
Accrued capital expenditures | $ | 32,500 | | | $ | 22,800 | |
Accrued lease operating expenses, net | 3,981 | | | 3,258 | |
Accrued compensation | 1,766 | | | 3,647 | |
Accrued dividends | 3,676 | | | 1,967 | |
Other accrued liabilities | 1,074 | | | 835 | |
Total | $ | 42,997 | | | $ | 32,507 | |
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Note 8—Related Party Transactions
3B 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. The 3B common units and related loans were liquidated and terminated in connection with the Spin-Off.
In connection with the Predecessor 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. The 2018 Notes could have been prepaid at any time but were subject to mandatory prepayment upon the issuance of any distributions from the Predecessor 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.
On July 1, 2016, the Predecessor entered into a separate services agreement with 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 six months ended June 30, 2024, the Company recorded its net share of fees from JETX of $0.7 million and $1.4 million, respectively. During the three and six months ended June 30, 2023, the Company recorded its net share of fees from JETX of $0.7 million and $1.3 million, respectively. These fees are classified as a reduction to general and administrative expenses on the accompanying statements of operations.
Note 9—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.
Note 10—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 six months ended June 30, 2024, the following transactions related to our common stock occurred:
■841,998 RSUs vested and were released as common stock, of which 332,840 were exchanged for tax withholding and retired by the Company.
During the six months ended June 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;
◦1,475,631 restricted stock units, gross of fractional shares to be settled in cash;
■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;
■14,600 shares of common stock were repurchased and retired as part of our Stock Repurchase Program, as discussed further below.
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 June 30, 2024, there were 553,222 shares available to be granted.
Restricted Stock Units
The following is a summary of RSU activity during the six months ended June 30, 2024 and 2023:
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| Shares of restricted stock unit awards | | Weighted-Average Price on Date of Grant |
Outstanding at January 1, 2024 | 3,152,247 | | | $ | 14.99 | |
Granted | 69,403 | | | 21.48 | |
Vested | (792,000) | | | 14.40 | |
Forfeited | (50,000) | | | 14.40 | |
Outstanding at March 31, 2024 | 2,379,650 | | | $ | 15.39 | |
Granted | 131,024 | | | 22.91 | |
Vested | (49,998) | | | 18.77 | |
Forfeited | — | | | — | |
Outstanding at June 30, 2024 | 2,460,676 | | | $ | 15.72 | |
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| 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 | |
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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 and six months ended June 30, 2024, the Company recognized $1.9 million and $3.4 million of equity-based compensation expense relating to these restricted stock units, respectively.
During the three months ended June 30, 2023, the Company recognized $1.4 million of equity-based compensation expense relating to these restricted stock units. During the six months ended June 30, 2023, the Company recognized $29.4 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 June 30, 2024, there is $15.4 million of unrecognized equity-based compensation expense related to unvested restricted stock unit awards. The cost is expected to be recognized through February 2027, over a weighted-average period of 2.16 years.
Performance Stock Units
PSUs are contingent shares that may be earned over three-year performance periods. The number of PSUs to be earned is subject to a market condition, which is based on a comparison of the total shareholder return (“TSR”) achieved with respect to shares of the Company’s common stock against the TSR achieved by a defined peer group at the end of the applicable performance period. Depending on the Company’s TSR performance relative to the defined peer group, award recipients may earn between 0% and
200% of the target amount of PSUs detailed in the applicable grant notice. As the vesting criterion is linked to changes in the Company's share price, it is considered a market condition for purposes of calculating the grant-date fair value of the awards.
The Company recognizes the grant date fair-value of PSUs over the requisite service period as equity-based compensation expense on a straight-line basis. Compensation expense for share-settled awards is not reversed if market conditions are not met. Accumulated accrued equity-based compensation expense and dividends are reversed in the period if the units are forfeited.
The grant date fair value of PSUs was determined using a Monte Carlo simulation model. The Monte Carlo simulation model uses assumptions regarding random projections and must be repeated numerous times to achieve a probabilistic assessment. Significant assumptions used in this simulation include the Company’s expected volatility, risk-free interest rate based on U.S. Treasury yield curve rates with maturities consistent with the forecast period, and the volatilities for each of the Company’s peers.
The assumptions used in valuing the PSUs granted were as follows:
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Grant date | February 23, 2024 |
Forecast period (years) | 2.85 |
Risk-free rates | 4.4% |
Expected equity volatility | 55% |
Stock price on grant date | $21.48 |
Grant date fair value | $22.02 |
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The following is a summary of PSU activity during the six months ended June 30, 2024:
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| Shares of performance stock unit awards (at target) | | Weighted-Average Price on Date of Grant |
Outstanding at January 1, 2024 | — | | | $ | — | |
Granted | 104,104 | | | 22.02 | |
Vested | — | | | — | |
Forfeited | — | | | — | |
Outstanding at March 31, 2024 | 104,104 | | | $ | 22.02 | |
Granted | — | | | — | |
Vested | — | | | — | |
Forfeited | — | | | — | |
Outstanding at June 30, 2024 | 104,104 | | | $ | 22.02 | |
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During the three and six months ended June 30, 2024, the Company recognized $0.2 million and $0.3 million of equity-based compensation expense relating to these performance stock units, respectively.
As of June 30, 2024, there is $2.0 million of unrecognized equity-based compensation expense related to unvested PSU awards. The cost is expected to be recognized through December 2026, over a weighted-average period of 2.5 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 six months ended June 30, 2024 and 2023. The intrinsic option value of the options was $6.7 million at June 30, 2024 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, restricted stock units were granted in respect of these JFG awards. These restricted stock unit awards are capped at 1,475,631, gross of fractional shares to be settled in cash, and at June 30, 2024 and December 31, 2023 103,653 have a remaining performance, service or vesting condition to satisfy. These restricted stock unit awards generally accrue dividends declared on common stock but have deferred issuance dates through January 2, 2099. During the three and six months ended June 30, 2024, zero and 1,000 restricted stock units were released as common stock, net of shares cashed out as fractional units, respectively. During the three and six months ended June 30, 2023, zero and 603,249 restricted stock units were released as common stock, net of shares cashed out as fractional units, respectively.
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 six months ended June 30, 2024, 2,915 and 52,106 restricted stock awards were released as common stock, net of shares cashed out as fractional units, respectively. During the three and six months ended June 30, 2023, 11,454 and 50,744 restricted stock awards were released as common stock, net of shares cashed out as fractional units, respectively.
The remaining restricted stock units and restricted stock awards are scheduled to be released as common stock as follows:
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Year | | Restricted stock units | | Restricted stock awards | | Total |
2024 | | 114,727 | | | 5,474 | | | 120,201 | |
2025 | | 93,580 | | | 17,262 | | | 110,842 | |
2026 | | 323,138 | | | 48,619 | | | 371,757 | |
2027 | | 837 | | | 54,269 | | | 55,106 | |
2028 | | 838 | | | 32,988 | | | 33,826 | |
Thereafter | | 130,985 | | | 19,793 | | | 150,778 | |
Total | | 664,105 | | | 178,405 | | | 842,510 | |
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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 six months ended June 30, 2024, the Company did not repurchase any common stock. During the six months ended June 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 components of basic and diluted net income (loss) per share attributable to common stockholders are as follows:
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| FOR THE THREE MONTHS ENDED | | FOR THE SIX MONTHS ENDED |
| JUNE 30, | | JUNE 30, |
(in thousands except share and per share amounts) | 2024 | | 2023 | | 2024 | | 2023 |
Numerator for earnings per common share: | | | | | | | |
Net income (loss) attributable to Vitesse Energy, Inc. | $ | 10,928 | | | $ | 9,620 | | | $ | 8,742 | | | $ | (40,027) | |
Allocation of earnings to participating securities(1) | — | | | (932) | | | — | | | — | |
Net income (loss) attributable to common shareholders | $ | 10,928 | | | $ | 8,688 | | | $ | 8,742 | | | $ | (40,027) | |
Adjustment to allocation of earnings to participating securities related to diluted shares | — | | | 932 | | | — | | | — | |
Net income (loss) attributable to common shareholders for diluted EPS | $ | 10,928 | | | $ | 9,620 | | | $ | 8,742 | | | $ | (40,027) | |
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Denominator for earnings per common share: | | | | | | | |
Weighted average common shares outstanding - basic | 29,485,574 | | 28,787,389 | | 29,429,456 | | 28,691,356 |
Weighted average Transitional Share RSUs outstanding with no future service required | 560,616 | | 872,382 | | 560,621 | | 970,200 |
Denominator for basic earnings per common share | 30,046,190 | | 29,659,771 | | 29,990,077 | | 29,661,556 |
LTIP RSUs | 2,436,305 | | 3,143,599 | | 2,450,426 | | — |
LTIP PSUs | 156,156 | | — | | 156,156 | | — |
Transitional Share options | 284,514 | | 274,454 | | 284,514 | | — |
Transitional Share RSUs with remaining performance/service obligation | 103,653 | | — | | 103,653 | | — |
Denominator for diluted earnings per common share | 33,026,818 | | 33,077,824 | | 32,984,826 | | 29,661,556 |
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Net income (loss) per common share: | | | | | | | |
Basic | $ | 0.36 | | | $ | 0.29 | | | $ | 0.29 | | | $ | (1.35) | |
Diluted | $ | 0.33 | | | $ | 0.29 | | | $ | 0.27 | | | $ | (1.35) | |
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Shares excluded from diluted earnings per share due to anti-dilutive effect: | | | | | | | |
LTIP RSUs | — | | — | | — | | 3,135,174 |
Transitional Share options | — | | — | | — | | 274,454 |
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(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.
Note 11—Income Taxes
For the three and six months ended June 30, 2024 the Company recorded income tax expense of $3.7 million and $2.9 million, respectively. The provision for income taxes for the three and six months ended June 30, 2024 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) §162(m) limitations on certain covered employee compensation and (ii) state income taxes.
For the three and six months ended June 30, 2023 the Company recorded income tax expense of $6.8 million and $47.2 million, respectively. Our provision for income taxes for the three and six months ended June 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.
Note 12—Leases
In June 2024, the Company’s office space lease commenced and resulted in a $4.7 million right-of-use asset and related lease obligation that are recorded within Other noncurrent assets and Other noncurrent liabilities, respectively, on the condensed consolidated balance sheets.
Note 13—Subsequent Events
On July 30, 2024, Vitesse’s Board of Directors declared a regular quarterly cash dividend for Vitesse’s common stock of $0.525 per share for stockholders of record as of September 16, 2024, which will be paid on September 30, 2024.
Other than the above disclosure or other subsequent events disclosed elsewhere in the notes to the financial statements, there were no material subsequent events.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion of our results of operations and financial condition together with our Condensed Consolidated Financial Statements and the notes thereto included under Part I – Financial Information. This discussion contains forward-looking statements that involve risks and uncertainties. The forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about the oil and natural gas industry and our business and financial results. Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including those discussed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 in the section entitled Part I. Item 1A Risk Factors and in this Quarterly Report on Form 10-Q in the sections entitled Part II, Item 1A Risk Factors and “Cautionary Statement Concerning Forward-Looking Statements.”
As further described in Note 1 (“Nature of Business”) to the Condensed Consolidated Financial Statements set forth in Part I, Item 1 of this Quarterly Report on Form 10-Q, we completed the Spin-Off on January 13, 2023. The financial information presented herein is (i) for periods prior to January 13, 2023, that of our Predecessor, and (ii) for periods after January 13, 2023, that of Vitesse Energy, Inc. and its subsidiaries.
Executive Overview
Our business strategy is focused on creating long-term stockholder value through the profitable acquisition, development and production of oil and natural gas assets at attractive rates of return, while maintaining a strong balance sheet and distributing a meaningful dividend to our stockholders. We invest in non-operated minority working and mineral interests in oil and natural gas properties with our core area of focus currently in the Bakken and Three Forks formations of the Williston Basin of North Dakota and Montana. We also have interests in wells in the Denver-Julesburg Basin located in Colorado and Wyoming and the Powder River Basin located in Wyoming. As of June 30, 2024, we had a working interest in 5,864 gross (162.7 net) productive wells and 263 gross (11.1 net) wells that were being drilled or completed, and an additional 319 gross (8.7 net) wells that had been permitted for development by our operators.
Our financial and operating performance for the three months ended June 30, 2024 included the following:
■Paid quarterly dividend of $0.525 per share to our common stockholders.
■Production of 13,504 BOE/day with 70% of production from oil.
■Total revenue of $66.6 million.
■Net income of $10.9 million.
■Cash flows from operations of $35.2 million.
■Invested $37.6 million in capital development and acquisitions.
■Total debt of $115.0 million at June 30, 2024.
Industry Trends Impacting Our Business
Commodity prices are a significant factor impacting our earnings, operating cash flows and our acquisition and divestiture strategy, as well as the decisions of our operators in conducting their operations. During the last several years, prices for oil and natural gas have experienced periodic downturns and sustained volatility, impacted by the COVID-19 pandemic and recovery, Russia’s invasion of Ukraine and the related sanctions imposed on Russia, Hamas’ attack against Israel and the ensuing conflict and escalation of tensions in the Middle East (including with Iran), supply chain constraints and elevated interest rates and costs of capital. In response to such events over the last couple of years, OPEC and its key member, Saudi Arabia, announced several mandatory and voluntary reductions in production that continue to remain in place and are aimed at supporting the stability of the oil market.
As a result of such commodity price volatility, which we expect to continue throughout 2024, our earnings and operating cash flows can vary substantially. While we do hedge a substantial portion of our production, we are still significantly subject to movements in commodity prices. Such volatility can make it difficult to predict future effects on our financial results and the decisions of our operators. Factors that we expect will continue to impact commodity prices include product demand connected with global economic conditions, inflationary factors, industry production and inventory levels, the United States Department of Energy’s future planned repurchases (or additional possible releases) of oil from the strategic petroleum reserve, technology advancements, production quotas or other actions imposed by OPEC and other countries, actions of regulators, and regional supply interruptions or fears thereof that may be caused by military conflicts (including invasion), civil unrest, pandemic or political uncertainty. Any of the foregoing can have a substantial impact on the prices of oil and natural gas, which in turn impacts the decision of our operators to drill and extract resources. Despite such commodity price volatility, we expect that our cash flow from operations and borrowing availability under our Revolving Credit Facility will allow us to meet our liquidity needs for the next twelve months.
Source of Our Revenues
We derive our revenues from the sale of oil and natural gas produced from our properties. Revenues are a function of the volume produced, the prevailing market price at the time of sale, oil quality, Btu content and transportation costs to market. We use
derivative instruments to hedge future sales prices on a substantial, but varying, portion of our oil production. We have not hedged natural gas production since March 2022 due to the mismatch between our operators’ pricing formulas and settlement mechanics on natural gas hedges. We expect our derivative activities will help us achieve more predictable cash flows and reduce our exposure to downward price fluctuations. The use of derivative instruments has in the past, and may in the future, prevent us from realizing the full benefit of upward price movements but also mitigates the effects of declining price movements.
Principal Components of Our Cost Structure
Commodity price differentials. The price differential between our wellhead price for oil and the WTI benchmark price is primarily driven by the cost to transport oil via pipeline, train or truck to refineries. The price differential between our wellhead price for natural gas and the NYMEX benchmark price is primarily driven by Btu content along with gathering, processing and transportation costs.
Commodity derivative gain (loss), net. We utilize commodity derivative financial instruments to reduce our exposure to fluctuations in the prices of oil and gas. Gain (loss) on commodity derivatives, net is comprised of (1) cash gains and losses we recognize on settled commodity derivatives during the period, and (2) non-cash mark-to-market gains and losses we incur on commodity derivative instruments outstanding at period-end.
Lease operating expenses. Lease operating expenses are costs incurred to bring oil and natural gas out of the ground and to market, together with the costs incurred to maintain our producing properties. Such costs include field personnel compensation, saltwater disposal, utilities, maintenance, repairs and servicing expenses related to our oil and natural gas properties.
Production taxes. Production taxes are paid on produced oil and natural gas based on a percentage of revenues from products sold at market prices (not hedged prices) or at fixed rates established by federal, state or local taxing authorities. In general, the production taxes we pay correlate to the changes in oil and natural gas revenues.
Depletion, depreciation, amortization, and accretion. Depletion, depreciation, amortization, and accretion (“DD&A”) includes the systematic expensing of the capitalized costs incurred to acquire, explore and develop oil and natural gas properties. As a successful efforts company, costs associated with the acquisition, drilling, and equipping of successful exploratory wells and costs of successful and unsuccessful development wells are capitalized. Accretion expense relates to the passage of time of our asset retirement obligations.
General and administrative expenses. General and administrative expenses include overhead, including payroll and benefits for our corporate staff, costs of maintaining our headquarters, costs of managing our acquisition and development operations, franchise taxes, audit and other professional fees and legal compliance.
Interest expense. We finance a portion of our working capital requirements, capital expenditures and acquisitions with borrowings under our Revolving Credit Facility and prior to the Spin-Off, under the Prior Revolving Credit Facility. As a result, we incur interest expense that is affected by both fluctuations in interest rates and our financing decisions. We do not capitalize any portion of the interest paid on applicable borrowings. We include the amortization of deferred financing costs, commitment fees and annual agency fees as interest expense.
Impairment expense. Under the successful efforts method of accounting, we review our oil and natural gas properties for impairment whenever events and circumstances indicate that a decline in the recoverability of their carrying value may have occurred. Whenever we conclude the carrying value may not be recoverable, we estimate the expected undiscounted future net cash flows of our oil and natural gas properties using proved and risked probable and possible reserves based on our development plans and best estimate of future production, commodity pricing, reserve risking, gathering, processing and transportation deductions, production tax rates, lease operating expenses and future development costs. We compare such undiscounted future net cash flows to the carrying amount of the oil and natural gas properties in each depletion pool to determine if the carrying amount is recoverable. If the undiscounted future net cash flows exceed the carrying amount of the aggregated oil and natural gas properties, no impairment is recorded. If the carrying amount of the oil and natural gas properties exceeds the undiscounted future net cash flows, we will record an impairment expense to reduce the carrying value to fair value as of the balance sheet date. The factors used to determine fair value may include, but are not limited to, recent sales prices of comparable properties, indications from marketing activities, the present value of future revenues, net of estimated operating and development costs using estimates of reserves, future commodity pricing, future production estimates, anticipated capital expenditures and various discount rates commensurate with the risk and current market conditions associated with realizing the projected cash flows.
Income tax expense. Our provision for taxes includes both federal and state taxes. We record our federal income taxes in accordance with accounting for income taxes under GAAP, which results in the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the book carrying amounts and the tax basis of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carryforwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established to reduce deferred tax assets if it is more likely than not that the related tax benefits will not be realized.
Selected Factors That Affect Our Operating Results
Our revenues, cash flows from operations and future growth depend substantially upon:
■the timing and success of drilling and production activities by our operating partners;
■the prices and the supply and demand for oil, natural gas and NGLs;
■the quantity of oil and natural gas production from the wells in which we participate;
■changes in the fair value of the derivative instruments;
■our ability to continue to identify and acquire high-quality acreage and drilling opportunities; and
■the level of our operating expenses.
In addition to the factors that affect companies in our industry generally, the location of substantially all of our acreage and wells in the Williston, Denver-Julesburg and Powder River Basins subjects our operating results to factors specific to these regions. These factors include the potential adverse impact of weather on drilling, production and transportation activities, particularly during the winter and spring months, as well as infrastructure limitations, transportation capacity, regulatory matters and other factors that may specifically affect one or more of these regions.
Market Conditions
The price of oil can vary depending on the market in which it is sold and the means of transportation used to transport the oil to market, particularly in the Williston Basin where a substantial majority of our revenues are derived. Additional pipeline infrastructure has increased takeaway capacity in the Williston Basin which has improved wellhead values in the region.
The price that we receive for the oil and natural gas we produce is largely a function of market supply and demand. Because our oil and gas revenues are heavily weighted toward oil, we are more significantly impacted by changes in oil prices than by changes in the price of natural gas. World-wide supply in terms of output, especially production from properties within the United States, the production quota set by OPEC, the conflicts in Ukraine and in the Middle East and the strength of the U.S. dollar can adversely impact oil prices.
Historically, commodity prices have been volatile and we expect the volatility to continue in the future. The future oil prices will be impacted by varying oil supply and demand both regionally and world-wide.
Prices for various quantities of oil, natural gas and NGLs significantly impact our revenues and cash flows. The following table lists average NYMEX prices for oil and natural gas for the periods presented.
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| THREE MONTHS ENDED JUNE 30, |
Average Daily Prices (1) | 2024 | | 2023 |
Oil (per Bbl) | $ | 80.55 | | | $ | 73.58 | |
Natural Gas (per MMBtu) | 2.07 | | | 2.16 | |
| | | |
| SIX MONTHS ENDED JUNE 30, |
Average Daily Prices (1) | 2024 | | 2023 |
Oil (per Bbl) | $ | 78.72 | | | $ | 74.80 | |
Natural Gas (per MMBtu) | 2.11 | | | 2.40 | |
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(1)Based on average daily NYMEX WTI and Henry Hub Spot closing prices reported by FactSet and the EIA, respectively.
The average second quarter 2024 oil price was $80.55 per barrel or 9% higher than the average oil price per barrel in the second quarter of 2023. Our settled derivatives decreased our realized oil price per barrel by $1.21 in the second quarter of 2024 and increased our realized oil price per barrel by $2.28 during the second quarter of 2023. Our average second quarter 2024 realized oil price per barrel after reflecting settled derivatives was $73.42 compared to $72.18 during the same period in 2023. The average second quarter 2024 NYMEX natural gas price was $2.07 per MMBtu, or 4% lower than the average NYMEX price per MMBtu in the second quarter of 2023. In the second quarter 2024 and 2023, we had no natural gas price derivatives in place and our realized natural gas price was $1.11 per Mcf and $1.41 per Mcf, respectively.
The average year-to-date 2024 oil price was $78.72 per barrel or 5% higher than the 2023 average year-to-date oil price per barrel. Our settled derivatives decreased our average year-to-date 2024 realized oil price per barrel by $0.12 and increased our realized oil price per barrel by $1.68 during the same period in 2023. Our average year-to-date 2024 realized oil price per barrel after reflecting settled derivatives was $72.56 compared to $73.10 during the same period in 2023. The average year-to-date 2024 NYMEX natural gas price was $2.11 per MMBtu, or 12% lower than the 2023 average year-to-date price per MMBtu. During the six months ended June 30, 2024 and 2023, we had no natural gas price derivatives in place and our realized natural gas price was $1.50 per Mcf and $2.53 per Mcf, respectively.
We employ a hedging program that partially mitigates the risk associated with fluctuations in commodity prices. For detailed information on our commodity hedging program, see Part I. Item 3 Quantitative and Qualitative Disclosures about Market Risk and Note 6 (“Derivative Instruments”) to the Condensed Consolidated Financial Statements.
Another significant factor affecting our operating results is drilling costs. The cost of drilling wells can vary significantly, driven in part by volatility in commodity prices that can substantially impact the level of drilling activity. Generally, higher oil prices have led to increased drilling activity, with the increased demand for drilling and completion services driving these costs higher. Lower oil prices have generally had the opposite effect. In addition, individual components of the cost can vary depending on numerous factors such as the length of the horizontal lateral, the number of fracture stimulation stages, and the type and amount of proppant.
Results of Operations
Three months ended June 30, 2024 Compared with Three months ended June 30, 2023
The following table sets forth selected financial and operating data for the periods indicated.
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| QUARTER ENDED JUNE 30, | | INCREASE (DECREASE) |
($ in thousands, except production and per unit data) | 2024 | | 2023 | | AMOUNT | | PERCENT |
Financial and Operating Results: | | | | | | | |
Revenue | | | | | | | |
Oil | $ | 64,127 | | | $ | 48,733 | | | $ | 15,394 | | | 32 | % |
Natural gas | 2,471 | | | 2,855 | | | (384) | | | (13 | %) |
Total revenue | $ | 66,598 | | | $ | 51,588 | | | $ | 15,010 | | | 29 | % |
Operating Expenses | | | | | | | |
Lease operating expense | $ | 12,272 | | | $ | 9,316 | | | $ | 2,956 | | | 32 | % |
Production taxes | 5,426 | | | 4,919 | | | 507 | | | 10 | % |
General and administrative | 4,724 | | | 4,461 | | | 263 | | | 6 | % |
Depletion, depreciation, amortization, and accretion | 25,315 | | | 18,748 | | | 6,567 | | | 35 | % |
Equity-based compensation | 2,047 | | | 1,428 | | | 619 | | | 43 | % |
Interest Expense | $ | 2,585 | | | $ | 1,115 | | | $ | 1,470 | | | 132 | % |
Commodity Derivative Gain, Net | $ | 379 | | | $ | 4,779 | | | $ | (4,400) | | | (92 | %) |
Income Tax (Benefit) Expense | $ | 3,678 | | | $ | 6,812 | | | $ | (3,134) | | | (46 | %) |
Production Data: | | | | | | | |
Oil (MBbls) | 859 | | | 697 | | | 162 | | | 23 | % |
Natural gas (MMcf) | 2,217 | | | 2,018 | | | 199 | | | 10 | % |
Combined volumes (MBoe) | 1,229 | | | 1,034 | | | 195 | | | 19 | % |
Daily combined volumes (Boe/d) | 13,504 | | | 11,359 | | | 2,145 | | | 19 | % |
Average Realized Prices before Hedging: | | | | | | | |
Oil (per Bbl) | $ | 74.63 | | | $ | 69.90 | | | $ | 4.73 | | | 7 | % |
Natural gas (per Mcf) | 1.11 | | | 1.41 | | | (0.30) | | | (21 | %) |
Combined (per Boe) | 54.20 | | | 49.91 | | | 4.29 | | | 9 | % |
Average Realized Prices with Hedging: | | | | | | | |
Oil (per Bbl) | $ | 73.42 | | | $ | 72.18 | | | $ | 1.24 | | | 2 | % |
Natural gas (per Mcf) | 1.11 | | | 1.41 | | | (0.30) | | | (21 | %) |
Combined (per Boe) | 53.36 | | | 51.45 | | | 1.91 | | | 4 | % |
Average Costs (per Boe): | | | | | | | |
Lease operating | $ | 9.99 | | | $ | 9.01 | | | $ | 0.98 | | | 11 | % |
Production taxes | 4.42 | | | 4.76 | | | (0.34) | | | (7 | %) |
General and administrative | 3.84 | | | 4.32 | | | (0.48) | | | (11 | %) |
Depletion, depreciation, amortization, and accretion | 20.60 | | | 18.14 | | | 2.46 | | | 14 | % |
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Oil and Natural Gas Revenue and Volumes. Oil and natural gas revenue increased to $66.6 million for the three months ended June 30, 2024 from $51.6 million for the three months ended June 30, 2023. The increase in oil and natural gas revenue was due to a 19% increase in production volumes, driven by acquisition and development activity, and a 9% increase in the average realized prices per Boe before hedging for the three months ended June 30, 2024. The increase in production volumes and average realized prices per Boe before hedging increased oil and natural gas revenue by approximately $10.6 million and $4.4 million, respectively.
Our oil price differential to the weighted average benchmark price during the three months ended June 30, 2024 was negative $5.90 per barrel, as compared to a negative $3.78 per barrel during the three months ended June 30, 2023, primarily due to less favorable local market pricing as compared to the benchmark price due to regional supply and demand imbalances. Our net realized natural gas price during the three months ended June 30, 2024 was $1.11 per Mcf, representing a 52% realization relative to the weighted average NYMEX natural gas price, compared to a net realized natural gas price of $1.41 per Mcf during the three months ended June 30, 2023, representing a 65% realization relative to weighted average NYMEX natural gas price. Fluctuations in our natural gas price differentials and realizations are due to several factors such as NGL value net of processing costs, gathering and transportation fees, takeaway capacity relative to production levels, regional storage capacity, and seasonal refinery
maintenance temporarily depressing demand. The exact impact of each of these items is difficult to quantify as each of our operators pass through these costs in a different manner.
Lease Operating Expense. Lease operating expense increased to $9.99 per Boe for the three months ended June 30, 2024 from $9.01 per Boe for the three months ended June 30, 2023. The increase per Boe for the three months ended June 30, 2024 compared with the three months ended June 30, 2023 was due in part to the blend of production during the three months ended June 30, 2024 with a higher percentage of production from older vintage wells with higher cost structures.
Production Tax Expense. Total production taxes increased to $5.4 million for the three months ended June 30, 2024 from $4.9 million for the three months ended June 30, 2023. Production taxes are primarily based on oil revenue and natural gas production, excluding gains and losses associated with hedging activities. Production taxes as a percentage of oil and natural gas sales before hedging adjustments were 8.1% and 9.5% for the three months ended June 30, 2024 and 2023, respectively. The decrease in the production tax rate for the three months ended June 30, 2024 was due to operators correcting withholding based on recent actual tax filings.
General and Administrative Expense. General and administrative expense increased to $4.7 million for the three months ended June 30, 2024 from $4.5 million for the three months ended June 30, 2023. General and administrative expense on a per Boe basis decreased to $3.84 for the three months ended June 30, 2024 from $4.32 for the three months ended June 30, 2023. The increase in total general and administrative expense was primarily due to costs of becoming a public company.
DD&A. DD&A increased to $25.3 million for the three months ended June 30, 2024 compared with $18.7 million for the three months ended June 30, 2023. The increase was the result of a 19% increase in production and a $2.46 per Boe increase in the DD&A rate for the three months ended June 30, 2024 compared with the three months ended June 30, 2023. The higher DD&A rate was driven by changes to reserves due to declining oil and gas prices and higher acquisition and development costs in 2024. The increase in production accounted for a $4.0 million increase in DD&A expense while the increase in the DD&A rate accounted for a $2.5 million increase in DD&A expense.
For the three months ended June 30, 2024, the relationship of capital expenditures, proved reserves and production from certain producing fields yielded a depletion rate (excluding depreciation, amortization and accretion) of $20.45 per Boe compared with $17.98 per Boe for the three months ended June 30, 2023.
Equity-Based Compensation. During the three months ended June 30, 2024, equity-based compensation expense increased to $2.0 million from $1.4 million during the three months ended June 30, 2023. Equity-based compensation expense was primarily higher in 2024 due to additional LTIP RSUs and PSUs awarded to employees and directors at a higher grant date price.
Interest Expense. Interest expense increased to $2.6 million for the three months ended June 30, 2024 from $1.1 million for the three months ended June 30, 2023. The increase for the three months ended June 30, 2024 was due to the debt balance increasing to $115.0 million from $41.0 million at June 30, 2023.
Commodity Derivative Gain, Net. The commodity derivative gain was $0.4 million for the three months ended June 30, 2024 compared with a gain of $4.8 million for the three months ended June 30, 2023. Gain on Commodity Derivatives is comprised of (1) cash gains and losses we recognize on settled commodity derivative instruments during the period, and (2) unsettled gains and losses we incur on commodity derivative instruments outstanding at period-end.
The mark-to-market fair value of the unsettled commodity derivative instruments will generally be inversely related to the price movement of the underlying commodity. If commodity price trends reverse from period to period, prior unrealized gains may become unrealized losses and vice versa. These unrealized gains and losses will impact our net income in the period reported. The mark-to-market fair value can create non-cash volatility in our reported earnings during periods of commodity price volatility. We have experienced such volatility in the past and are likely to experience it in the future. Gains on our derivatives generally indicate lower oil revenues in the future while losses indicate higher future oil revenues.
The table below summarizes our commodity derivative gains and losses that were recorded in the periods presented.
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| QUARTER ENDED JUNE 30, |
(in thousands) | 2024 | | 2023 |
Realized (loss) gain on commodity derivatives (1) | $ | (1,033) | | | $ | 1,595 | |
Unrealized gain on commodity derivatives (1) | 1,412 | | | 3,184 | |
Total commodity derivative gain | $ | 379 | | | $ | 4,779 | |
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(1)Realized and unrealized gains and losses on commodity derivatives are presented herein as separate line items but are combined for a total commodity derivative gain (loss) in the statements of operations included in this Form 10-Q. Management believes the separate presentation of the realized and unrealized commodity derivative gains and losses is useful because the realized cash settlement portion provides a better understanding of our hedge position.
In the three months ended June 30, 2024, approximately 62% of our oil volumes and none of our natural gas volumes were covered by financial hedges, which resulted in a realized loss on oil derivatives of $1.0 million. In the three months ended June 30, 2023, approximately 50% of our oil volumes and none of our natural gas volumes were covered by financial hedges, which resulted in a realized gain on oil derivatives of $1.6 million.
At June 30, 2024, all of our derivative contracts were recorded at their fair value, which was a net liability of $2.1 million, a decrease in value of $13.2 million from the $11.1 million net asset recorded as of December 31, 2023. The decrease was primarily due to increases in forward commodity prices relative to prices on our open commodity derivative contracts.
Income Tax Expense. For the three months ended June 30, 2024, we recorded an income tax expense of $3.7 million related to federal and state income taxes compared to an income tax expense of $6.8 million for the three months ended June 30, 2023.
The provision for income taxes for the three months ended June 30, 2024 and 2023 differs from the amount that would be provided by applying the statutory U.S. federal income tax rate of 21% to pre-tax income primarily due to §162(m) limitations on certain covered employee compensation and state income taxes.
Results of Operations
Six Months Ended June 30, 2024 Compared with Six Months Ended June 30, 2023
The following table sets forth selected financial and operating data for the periods indicated.
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| SIX MONTHS ENDED JUNE 30, | | INCREASE (DECREASE) |
($ in thousands, except production and per unit data) | 2024 | | 2023 | | AMOUNT | | PERCENT |
Financial and Operating Results: | | | | | | | |
Revenue | | | | | | | |
Oil | $ | 121,491 | | | $ | 99,219 | | | $ | 22,272 | | | 22 | % |
Natural gas | 6,301 | | | 10,330 | | | (4,029) | | | (39 | %) |
Total revenue | $ | 127,792 | | | $ | 109,549 | | | $ | 18,243 | | | 17 | % |
Operating Expenses | | | | | | | |
Lease operating expense | $ | 24,063 | | | $ | 18,397 | | | $ | 5,666 | | | 31 | % |
Production taxes | 11,226 | | | 10,174 | | | 1,052 | | | 10 | % |
General and administrative | 10,098 | | | 15,323 | | | (5,225) | | | (34 | %) |
Depletion, depreciation, amortization, and accretion | 48,860 | | | 37,220 | | | 11,640 | | | 31 | % |
Equity-based compensation | 3,652 | | | 29,400 | | | (25,748) | | | (88 | %) |
Interest Expense | $ | 4,788 | | | $ | 2,295 | | | $ | 2,493 | | | 109 | % |
Commodity Derivative (Loss) Gain, Net | $ | (13,445) | | | $ | 12,198 | | | $ | (25,643) | | | (210 | %) |
Income Tax (Benefit) Expense | $ | 2,946 | | | $ | 47,183 | | | $ | (44,237) | | | (94 | %) |
Production Data: | | | | | | | |
Oil (MBbls) | 1,672 | | | 1,389 | | | 283 | | | 20 | % |
Natural gas (MMcf) | 4,200 | | | 4,089 | | | 111 | | | 3 | % |
Combined volumes (MBoe) | 2,371 | | | 2,071 | | | 300 | | | 14 | % |
Daily combined volumes (Boe/d) | 13,030 | | | 11,441 | | | 1,589 | | | 14 | % |
Average Realized Prices before Hedging: | | | | | | | |
Oil (per Bbl) | $ | 72.68 | | | $ | 71.42 | | | $ | 1.26 | | | 2 | % |
Natural gas (per Mcf) | 1.50 | | | 2.53 | | | (1.03) | | | (41 | %) |
Combined (per Boe) | 53.89 | | | 52.90 | | | 0.99 | | | 2 | % |
Average Realized Prices with Hedging: | | | | | | | |
Oil (per Bbl) | $ | 72.56 | | | $ | 73.10 | | | $ | (0.54) | | | (1 | %) |
Natural gas (per Mcf) | 1.50 | | | 2.53 | | | (1.03) | | | (41 | %) |
Combined (per Boe) | 53.80 | | | 54.03 | | | (0.23) | | | — | % |
Average Costs (per Boe): | | | | | | | |
Lease operating | $ | 10.15 | | | $ | 8.88 | | | $ | 1.27& |