Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | Apr. 28, 2022 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-35049 | |
Entity Registrant Name | EARTHSTONE ENERGY, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 84-0592823 | |
Entity Address, Address Line One | 1400 Woodloch Forest Drive | |
Entity Address, Address Line Two | Suite 300 | |
Entity Address, City or Town | The Woodlands | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 77380 | |
City Area Code | 281 | |
Local Phone Number | 298-4246 | |
Title of 12(b) Security | Class A Common Stock, $0.001 par value per share | |
Trading Symbol | ESTE | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0000010254 | |
Current Fiscal Year End Date | --12-31 | |
Class A Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 79,091,777 | |
Class B Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 34,271,766 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 482 | $ 4,013 |
Accounts receivable: | ||
Oil, natural gas, and natural gas liquids revenues | 98,182 | 50,575 |
Joint interest billings and other, net of allowance of $19 and $19 at March 31, 2022 and December 31, 2021, respectively | 11,980 | 2,930 |
Derivative asset | 1,849 | 1,348 |
Prepaid expenses and other current assets | 4,440 | 2,549 |
Total current assets | 116,933 | 61,415 |
Oil and gas properties, successful efforts method: | ||
Proved properties | 2,278,496 | 1,625,367 |
Unproved properties | 280,805 | 222,025 |
Land | 5,382 | 5,382 |
Total oil and gas properties | 2,564,683 | 1,852,774 |
Accumulated depreciation, depletion and amortization | (429,743) | (395,625) |
Net oil and gas properties | 2,134,940 | 1,457,149 |
Other noncurrent assets: | ||
Office and other equipment, net of accumulated depreciation and amortization of $4,636 and $4,547 at March 31, 2022 and December 31, 2021, respectively | 2,389 | 1,986 |
Derivative asset | 5,810 | 157 |
Operating lease right-of-use assets | 2,310 | 1,795 |
Other noncurrent assets | 58,889 | 33,865 |
TOTAL ASSETS | 2,321,271 | 1,556,367 |
Current liabilities: | ||
Accounts payable | 69,749 | 31,397 |
Revenues and royalties payable | 52,167 | 36,189 |
Accrued expenses | 39,179 | 31,704 |
Deferred acquisition payment - Chisholm | 70,000 | 0 |
Asset retirement obligation | 609 | 395 |
Derivative liability | 150,055 | 45,310 |
Advances | 2,447 | 4,088 |
Operating lease liabilities | 747 | 681 |
Other current liabilities | 630 | 851 |
Total current liabilities | 385,583 | 150,615 |
Noncurrent liabilities: | ||
Long-term debt | 624,229 | 320,000 |
Deferred tax liability | 14,404 | 15,731 |
Asset retirement obligation | 21,509 | 15,471 |
Derivative liability | 21,775 | 571 |
Operating lease liabilities | 1,725 | 1,276 |
Other noncurrent liabilities | 9,744 | 6,442 |
Total noncurrent liabilities | 693,386 | 359,491 |
Commitments and Contingencies (Note 13) | ||
Equity: | ||
Preferred stock, $0.001 par value, 20,000,000 shares authorized; none issued or outstanding | 0 | 0 |
Additional paid-in capital | 967,093 | 718,181 |
Accumulated deficit | (193,252) | (159,774) |
Total Earthstone Energy, Inc. equity | 773,948 | 558,494 |
Noncontrolling interest | 468,354 | 487,767 |
Total equity | 1,242,302 | 1,046,261 |
TOTAL LIABILITIES AND EQUITY | 2,321,271 | 1,556,367 |
Class A Common Stock | ||
Equity: | ||
Common stock | 73 | 53 |
Class B Common Stock | ||
Equity: | ||
Common stock | $ 34 | $ 34 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Allowance for credit loss | $ 19 | $ 19 |
Office and other equipment, accumulated depreciation | $ 4,636 | $ 4,547 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Class A Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, shares issued (in shares) | 73,440,800 | 53,467,307 |
Common stock, shares outstanding (in shares) | 73,440,800 | 53,467,307 |
Class B Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Common stock, shares issued (in shares) | 34,271,766 | 34,344,532 |
Common stock, shares outstanding (in shares) | 34,271,766 | 34,344,532 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
REVENUES | ||
Total revenues | $ 196,150 | $ 75,572 |
OPERATING COSTS AND EXPENSES | ||
Lease operating expense | 21,631 | 10,849 |
Production and ad valorem taxes | 13,315 | 5,027 |
Depreciation, depletion and amortization | 34,326 | 24,407 |
General and administrative expense | 12,306 | 8,380 |
Transaction costs | 10,742 | 2,106 |
Accretion of asset retirement obligations | 397 | 290 |
Exploration expense | 92 | 0 |
Total operating costs and expenses | 92,809 | 51,059 |
Income from operations | 103,341 | 24,513 |
OTHER INCOME (EXPENSE) | ||
Interest expense, net | (5,318) | (2,217) |
Loss on derivative contracts, net | (151,480) | (33,263) |
Other income, net | 47 | 103 |
Total other expense | (156,751) | (35,377) |
Loss before income taxes | (53,410) | (10,864) |
Income tax benefit | 1,533 | 308 |
Net loss | (51,877) | (10,556) |
Less: Net loss attributable to noncontrolling interest | (18,399) | (4,723) |
Net loss attributable to Earthstone Energy, Inc. | $ (33,478) | $ (5,833) |
Net loss per common share attributable to Earthstone Energy, Inc.: | ||
Basic (in dollars per share) | $ (0.53) | $ (0.14) |
Diluted (in dollars per share) | $ (0.53) | $ (0.14) |
Weighted average common shares outstanding: | ||
Basic (in shares) | 63,445,649 | 42,778,916 |
Diluted (in shares) | 63,445,649 | 42,778,916 |
Oil | ||
REVENUES | ||
Total revenues | $ 137,752 | $ 60,819 |
Natural gas | ||
REVENUES | ||
Total revenues | 22,958 | 5,852 |
Natural gas liquids | ||
REVENUES | ||
Total revenues | $ 35,440 | $ 8,901 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Equity (Unaudited) - USD ($) $ in Thousands | Total | Class B Common Stock | Common StockClass A Common Stock | Common StockClass B Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total Earthstone Energy, Inc. Equity | Noncontrolling Interest |
Beginning balance (in shares) at Dec. 31, 2020 | 30,343,421 | 35,009,371 | ||||||
Beginning balance at Dec. 31, 2020 | $ 815,536 | $ 30 | $ 35 | $ 540,074 | $ (195,258) | $ 344,881 | $ 470,655 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stock-based compensation expense - equity portion | 2,605 | 2,605 | 2,605 | |||||
Shares issued in connection with Acquisition (in shares) | 12,719,594 | |||||||
Shares issued in connection with Acquisition | 76,572 | $ 13 | 76,559 | 76,572 | ||||
Vesting of restricted stock units and performance units, net of taxes paid (in shares) | 463,495 | |||||||
Vesting of restricted stock units, net of taxes paid | 0 | |||||||
Vested restricted stock units and performance units retained by the Company in exchange for payment of recipient mandatory tax withholdings (in shares) | 257,764 | |||||||
Class A Shares retained by the Company in exchange for payment of recipient mandatory tax withholdings | (2,080) | (2,080) | (2,080) | |||||
Cancellation of treasury shares (in shares) | (257,764) | |||||||
Class B Common Stock converted to Class A Common Stock (in shares) | 578,031 | 578,031 | (578,031) | |||||
Class B Common Stock converted to Class A Common Stock | 0 | $ 1 | $ (1) | 7,758 | 7,758 | (7,758) | ||
Net loss | (10,556) | (5,833) | (5,833) | (4,723) | ||||
Ending balance (in shares) at Mar. 31, 2021 | 44,104,541 | 34,431,340 | ||||||
Ending balance at Mar. 31, 2021 | 882,077 | $ 44 | $ 34 | 624,916 | (201,091) | 423,903 | 458,174 | |
Beginning balance (in shares) at Dec. 31, 2021 | 53,467,307 | 34,344,532 | ||||||
Beginning balance at Dec. 31, 2021 | 1,046,261 | $ 53 | $ 34 | 718,181 | (159,774) | 558,494 | 487,767 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stock-based compensation expense - equity portion | 2,301 | 2,301 | 2,301 | |||||
Shares issued in connection with Acquisition (in shares) | 19,417,476 | |||||||
Shares issued in connection with Acquisition | 249,515 | $ 19 | 249,496 | 249,515 | ||||
Vesting of restricted stock units and performance units, net of taxes paid (in shares) | 483,251 | |||||||
Vesting of restricted stock units, net of taxes paid | 0 | $ 1 | (1) | |||||
Vested restricted stock units and performance units retained by the Company in exchange for payment of recipient mandatory tax withholdings (in shares) | 286,892 | |||||||
Class A Shares retained by the Company in exchange for payment of recipient mandatory tax withholdings | (3,898) | (3,898) | (3,898) | |||||
Cancellation of treasury shares (in shares) | (286,892) | |||||||
Class B Common Stock converted to Class A Common Stock (in shares) | 72,766 | 72,766 | (72,766) | |||||
Class B Common Stock converted to Class A Common Stock | 0 | $ 0 | $ 0 | 1,014 | 1,014 | (1,014) | ||
Net loss | (51,877) | (33,478) | (33,478) | (18,399) | ||||
Ending balance (in shares) at Mar. 31, 2022 | 73,440,800 | 34,271,766 | ||||||
Ending balance at Mar. 31, 2022 | $ 1,242,302 | $ 73 | $ 34 | $ 967,093 | $ (193,252) | $ 773,948 | $ 468,354 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (51,877) | $ (10,556) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation, depletion and amortization | 34,326 | 24,407 |
Accretion of asset retirement obligations | 397 | 290 |
Settlement of asset retirement obligations | (201) | (15) |
Gain on sale of office and other equipment | (22) | 0 |
Total loss on derivative contracts, net | 151,480 | 33,263 |
Operating portion of net cash paid in settlement of derivative contracts | (31,686) | (10,905) |
Stock-based compensation - equity portion | 2,301 | 3,329 |
Deferred income taxes | (1,327) | (308) |
Amortization of deferred financing costs | 627 | 141 |
Changes in assets and liabilities: | ||
(Increase) decrease in accounts receivable | (48,735) | (5,379) |
(Increase) decrease in prepaid expenses and other current assets | (1,896) | 367 |
Increase (decrease) in accounts payable and accrued expenses | 21,783 | 5,389 |
Increase (decrease) in revenues and royalties payable | 14,932 | (2,081) |
Increase (decrease) in advances | (7,100) | 358 |
Net cash provided by operating activities | 83,002 | 38,300 |
Cash flows from investing activities: | ||
Acquisition of oil and gas properties, net of cash acquired | (324,198) | (134,641) |
Additions to oil and gas properties | (55,925) | (8,913) |
Additions to office and other equipment | (590) | (226) |
Net cash used in investing activities | (380,713) | (143,780) |
Cash flows from financing activities: | ||
Proceeds from borrowings | 582,498 | 177,114 |
Repayments of borrowings | (278,269) | (68,690) |
Cash paid related to the exchange and cancellation of Class A Common Stock | (3,898) | (2,080) |
Cash paid for finance leases | 0 | (20) |
Deferred financing costs | (6,151) | (891) |
Net cash provided by financing activities | 294,180 | 105,433 |
Net decrease in cash | (3,531) | (47) |
Cash at beginning of period | 4,013 | 1,494 |
Cash at end of period | 482 | 1,447 |
Cash paid for: | ||
Interest | 4,580 | 1,922 |
Non-cash investing and financing activities: | ||
Deferred acquisition payment - Chisholm | 70,000 | 0 |
Accrued capital expenditures | 49,853 | 7,775 |
Lease asset additions - ASC 842 | 678 | 0 |
Asset retirement obligations | 86 | 427 |
IRM Acquisition | ||
Non-cash investing and financing activities: | ||
Class A Common Stock issued in IRM Acquisition | 0 | 76,572 |
Chisholm Acquisition | ||
Non-cash investing and financing activities: | ||
Class A Common Stock issued in IRM Acquisition | $ 249,515 | $ 0 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Basis of Presentation and Summary of Significant Accounting Policies Earthstone Energy, Inc., a Delaware corporation (“Earthstone” and together with its consolidated subsidiaries, the “Company”), is a growth-oriented independent oil and natural gas development and production company. In addition, the Company is active in corporate mergers and the acquisition of oil and natural gas properties that have production and future development opportunities. The Company's operations are all in the upstream segment of the oil and natural gas industry and all its properties are onshore in Texas and New Mexico. Earthstone is the sole managing member of Earthstone Energy Holdings, LLC, a Delaware limited liability company (together with its wholly-owned consolidated subsidiaries, “EEH”), with a controlling interest in EEH. Earthstone, together with its wholly-owned subsidiary, Lynden Energy Corp., a corporation organized under the laws of British Columbia (“Lynden Corp”), and Lynden Corp’s wholly-owned consolidated subsidiary, Lynden USA Inc., a Utah corporation (“Lynden US”) and also a member of EEH, consolidates the financial results of EEH and records a noncontrolling interest in the Condensed Consolidated Financial Statements representing the economic interests of EEH's members other than Earthstone and Lynden US. The accompanying unaudited Condensed Consolidated Financial Statements and notes thereto have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to interim financial statements. Pursuant to such rules and regulations, certain disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted. The accompanying unaudited Condensed Consolidated Financial Statements and notes should be read in conjunction with the financial statements and notes included in Earthstone’s 2021 Annual Report on Form 10-K. The information furnished herein reflects all adjustments that are, in the opinion of management, necessary for the fair presentation of the Company's financial position, results of operations and cash flows for the periods presented. Any such adjustments are of a normal, recurring nature. The Company’s Condensed Consolidated Balance Sheet at December 31, 2021 is derived from the audited Consolidated Financial Statements at that date. Recently Issued Accounting Standards Reference Rate Reform - In March 2020, the FASB issued an update that provides optional guidance for a limited period of time to ease the transition from LIBOR to an alternative reference rate. The ASU intends to address certain concerns relating to accounting for contract modifications and hedge accounting. These optional expedients and exceptions to applying GAAP, assuming certain criteria are met, are allowed through December 31, 2022. As discussed in Note 10. Long-Term Debt |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements FASB Accounting Standards Codification (“ASC”) Topic 820, defines fair value as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. ASC 820 provides a framework for measuring fair value, establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date and requires consideration of the counterparty’s creditworthiness when valuing certain assets. The three-level fair value hierarchy for disclosure of fair value measurements defined by ASC 820 is as follows: Level 1 – Unadjusted, quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. An active market is defined as a market where transactions for the financial instrument occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2 – Inputs, other than quoted prices within Level 1, that are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life. Level 3 – Prices or valuations that require unobservable inputs that are both significant to the fair value measurement and unobservable. Valuation under Level 3 generally involves a significant degree of judgment from management. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instrument’s complexity. The Company reflects transfers between the three levels at the beginning of the reporting period in which the availability of observable inputs no longer justifies classification in the original level. There were no transfers between fair value hierarchy levels for the three months ended March 31, 2022. Fair Value on a Recurring Basis Derivative Financial Instruments Derivative financial instruments are carried at fair value and measured on a recurring basis. The derivative financial instruments consist of swaps and costless collars for crude oil and natural gas and interest rate swaps. The Company’s commodity price hedges and interest rate swaps are valued based on discounted future cash flow models that are primarily based on published forward commodity price curves and published LIBOR forward curves; thus, these inputs are designated as Level 2 within the valuation hierarchy. The fair values of derivative instruments in asset positions include measures of counterparty nonperformance risk, and the fair values of derivative instruments in liability positions include measures of the Company’s nonperformance risk. These measurements were not material to the Condensed Consolidated Financial Statements. Share-based Compensation Liability Certain of our performance-based stock awards (“PSUs” or “performance units”) may be payable in cash. The Company classifies the awards that may be settled in cash as liability awards. These awards are valued quarterly utilizing the Monte Carlo Simulation pricing model, which calculates multiple potential outcomes for an award and establishes grant date fair value based on the most likely outcome. The inputs for the Monte Carlo model are designated as Level 2 within the valuation hierarchy. The share-based compensation liability related to the PSU liability awards is included in Other noncurrent liabilities in the Condensed Consolidated Balance Sheet as of March 31, 2022. The following table summarizes the fair value of the Company’s financial assets and liabilities, by level within the fair-value hierarchy (in thousands) : March 31, 2022 Level 1 Level 2 Level 3 Total Financial assets Derivative asset - current $ — $ 1,849 $ — $ 1,849 Derivative asset - noncurrent — 5,810 — 5,810 Total financial assets $ — $ 7,659 $ — $ 7,659 Financial liabilities Derivative liability - current $ — $ 150,055 $ — $ 150,055 Derivative liability - noncurrent — 21,775 — 21,775 Share-based compensation liability - noncurrent — 9,630 — 9,630 Total financial liabilities $ — $ 181,460 $ — $ 181,460 December 31, 2021 Financial assets Derivative asset - current $ — $ 1,348 $ — $ 1,348 Derivative asset - noncurrent — 157 — 157 Total financial assets $ — $ 1,505 $ — $ 1,505 Financial liabilities Derivative liability - current $ — $ 45,310 $ — $ 45,310 Derivative liability - noncurrent — 571 — 571 Share-based compensation liability - current — 7,835 — 7,835 Share-based compensation liability - noncurrent — 6,324 — 6,324 Total financial liabilities $ — $ 60,040 $ — $ 60,040 Other financial instruments include cash, accounts receivable and payable, and revenue royalties. The carrying amount of these instruments approximates fair value because of their short-term nature. The Company’s long-term debt obligation bears interest at floating market rates, therefore carrying amounts and fair value are approximately equal. Fair Value on a Nonrecurring Basis The Company applies the provisions of the fair value measurement standard on a non-recurring basis to its non-financial assets and liabilities, including oil and gas properties, business combinations and asset retirement obligations. These assets and liabilities are not measured at fair value on an ongoing basis but are subject to fair value adjustments if events or changes in certain circumstances indicate that adjustments may be necessary. No triggering events that require assessment were observed during the three months ended March 31, 2022. See further discussion in Note 5. Oil and Natural Gas Properties . |
Derivative Financial Instrument
Derivative Financial Instruments | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Derivative Financial Instruments Commodity Derivative Instruments The Company’s hedging activities primarily consist of derivative instruments entered into in order to hedge against changes in oil and natural gas prices through the use of fixed price swap agreements and costless collars. Swaps exchange floating price risk in the future for a fixed price at the time of the hedge. Costless collars set both a maximum (sold ceiling) and a minimum (bought floor) future price. Consistent with its hedging policy, the Company has entered into a series of derivative instruments to hedge a significant portion of its expected oil and natural gas production through December 31, 2024. Typically, these derivative instruments require payments to (receipts from) counterparties based on specific indices as required by the derivative agreements. Although not risk free, the Company believes these instruments reduce its exposure to oil and natural gas price fluctuations and, thereby, allow the Company to achieve a more predictable cash flow. The Company does not enter into derivative instruments for trading or other speculative purposes. These transactions are recorded in the Condensed Consolidated Financial Statements in accordance with FASB ASC Topic 815. The Company has accounted for these transactions using the mark-to-market accounting method. Generally, the Company incurs accounting losses on derivatives during periods where prices are rising and gains during periods where prices are falling which may cause significant fluctuations in the Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Operations. The Company nets its derivative instrument fair value amounts executed with each counterparty pursuant to an International Swap Dealers Association Master Agreement (“ISDA”), which provides for net settlement over the term of the contract. The ISDA is a standard contract that governs all derivative contracts entered into between the Company and the respective counterparty. The ISDA allows for offsetting of amounts payable or receivable between the Company and the counterparty, at the election of both parties, for transactions that occur on the same date and in the same currency. The Company had the following open crude oil and natural gas derivative contracts as of March 31, 2022: Price Swaps Period Commodity Volume Weighted Average Price Q2 - Q4 2022 Crude Oil 3,247,250 $ 65.96 Q1 - Q4 2023 Crude Oil 1,277,500 $ 76.20 Q2 - Q4 2022 Crude Oil Basis Swap (1) 3,377,500 $ 0.51 Q1 - Q4 2023 Crude Oil Basis Swap (1) 730,000 $ 0.49 Q2 - Q4 2022 Natural Gas 8,062,000 $ 3.55 Q1 - Q4 2023 Natural Gas 3,670,000 $ 3.35 Q2 - Q4 2022 Natural Gas Basis Swap (2) 5,500,000 $ (0.33) Q1 - Q4 2023 Natural Gas Basis Swap (2) 25,550,000 $ (1.28) Q1 - Q4 2024 Natural Gas Basis Swap (2) 25,620,000 $ (1.04) (1) The basis differential price is between WTI Midland Crude and the WTI NYMEX. (2) The basis differential price is between W. Texas (WAHA) and the Henry Hub NYMEX. Costless Collars Period Commodity Volume Sold Ceiling Bought Floor Q2 - Q4 2022 Crude Oil Costless Collar 1,560,000 $ 83.59 $ 69.42 Q1 - Q4 2023 Crude Oil Costless Collar 1,715,500 $ 80.34 $ 62.98 Q2 - Q4 2022 Natural Gas Costless Collar 12,782,500 $ 5.47 $ 3.66 Q1 - Q4 2023 Natural Gas Costless Collar 13,188,000 $ 4.84 $ 3.28 The following table summarizes the location and fair value amounts of all derivative instruments in the Condensed Consolidated Balance Sheets as well as the gross recognized derivative assets, liabilities, and amounts offset in the Condensed Consolidated Balance Sheets (in thousands) : March 31, 2022 December 31, 2021 Derivatives not Balance Sheet Location Gross Gross Net Gross Gross Net Commodity contracts Derivative asset - current $ 6,294 $ (4,445) $ 1,849 $ 3,191 $ (1,843) $ 1,348 Commodity contracts Derivative liability - current $ 154,500 $ (4,445) $ 150,055 $ 47,153 $ (1,843) $ 45,310 Commodity contracts Derivative asset - noncurrent $ 18,223 $ (12,413) $ 5,810 $ 2,721 $ (2,564) $ 157 Commodity contracts Derivative liability - noncurrent $ 34,188 $ (12,413) $ 21,775 $ 3,135 $ (2,564) $ 571 The following table summarizes the location and amounts of the Company’s realized and unrealized gains and losses on derivatives instruments in the Condensed Consolidated Statements of Operations and Condensed Consolidated Statements of Cash Flows (in thousands) : Derivatives not designated as hedging contracts under ASC Topic 815 Three Months Ended Statement of Cash Flows Location Statement of Operations Location 2022 2021 Unrealized loss Not separately presented Not separately presented $ (119,794) $ (22,358) Realized loss Operating portion of net cash paid in settlement of derivative contracts Not separately presented (31,686) (10,905) Total loss on derivative contracts, net Loss on derivative contracts, net $ (151,480) $ (33,263) |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions Bighorn Agreement On January 30, 2022, Earthstone, EEH, and Bighorn Asset Company, LLC, a Delaware limited liability company (“Bighorn”), as seller, entered into a Purchase and Sale Agreement (the “Bighorn Agreement”). Pursuant to the Bighorn Agreement, EEH acquired (the “Bighorn Acquisition”) interests in oil and gas leases and related property of Bighorn located in the Midland Basin, Texas, for a purchase price (the “Bighorn Purchase Price”) of $770 million in cash and 6,808,511 shares of Class A Common Stock. The Bighorn Purchase Price is subject to customary purchase price adjustments with an effective date of January 1, 2022. In connection with the Bighorn Agreement, EEH deposited $50 million (the “Bighorn Deposit”) in cash into a third-party escrow account as a deposit pursuant to the Bighorn Agreement, which was credited against the Bighorn Purchase Price upon closing of the Bighorn Acquisition on April 14, 2022. The Bighorn Deposit is included in Other noncurrent assets in the Condensed Consolidated Balance Sheet as of March 31, 2022 and in Acquisition of oil and gas properties, net of cash acquired, on the Condensed Consolidated Statement of Cash Flows for the three months ended March 31, 2022. For further discussion, see Note 15. Subsequent Events. Chisholm Acquisition On December 15, 2021, Earthstone, EEH, as buyer, Chisholm Energy Operating, LLC (“OpCo”) and Chisholm Energy Agent, Inc. (“Agent” and collectively with OpCo, “Chisholm”), collectively as seller, entered into a Purchase and Sale Agreement (the “Chisholm Agreement”), which provided that EEH would acquire (the “Chisholm Acquisition”) interests in oil and gas leases and related property of Chisholm located in Lea County and Eddy County, New Mexico (the “Chisholm Assets”). On February 15, 2022, Earthstone, EEH and Chisholm consummated the transactions contemplated in the Chisholm Agreement whereby EEH acquired the Chisholm Assets for aggregate consideration, as adjusted for preliminary and customary purchase price adjustments, consisting of: (i) approximately $307.5 million in cash, that continues to remain subject to post-closing settlement adjustments between EEH and Chisholm paid at the closing of the Chisholm Acquisition, (ii) $70 million in cash paid on April 15, 2022 and included in Deferred acquisition payment - Chisholm in the Condensed Consolidated Balance Sheet as of March 31, 2022; and (iii) 19,417,476 shares of the Company’s Class A common stock $0.001 par value per share (“Class A Common Stock”). The fair value of each share of Class A Common Stock was determined using the closing price of $12.85 per share on February 15, 2022. A Significant Shareholder, as described below, was the majority shareholder of Chisholm as of the closing of the Chisholm Acquisition. See Note 12. Related Party Transactions for further discussion. The Chisholm Acquisition has been accounted for as a business combination using the acquisition method of accounting, with Earthstone identified as the acquirer. The preliminary allocation of the total purchase price in the Chisholm Acquisition is based upon management’s estimates of and assumptions related to the fair value of assets acquired and liabilities assumed. Although the purchase price allocation is substantially complete as of the date of this filing, there may be further adjustments to the Company’s estimates of the acquired oil and gas properties resulting in changes to the purchase price allocation. These amounts will be finalized no later than one year from the acquisition date. The consideration transferred, fair value of assets acquired and liabilities assumed by Earthstone were recorded as follows (in thousands, except share amounts and stock price): Consideration: Shares of Class A Common Stock issued 19,417,476 Class A Common Stock price as of February 15, 2022 $ 12.85 Class A Common Stock consideration 249,515 Cash consideration (1) 377,528 Total consideration transferred $ 627,043 Fair value of assets acquired: Oil and gas properties $ 634,867 Amount attributable to assets acquired $ 634,867 Fair value of liabilities assumed: Other current liabilities $ 1,853 Asset retirement obligation - noncurrent 5,971 Amount attributable to liabilities assumed $ 7,824 (1) Includes $307.5 million of cash paid at closing, net of customary purchase price adjustments, and $70.0 million of cash consideration paid subsequent to closing based on the terms of the Chisholm Agreement. IRM Acquisition On January 7, 2021, the Company completed the acquisition (the “IRM Acquisition”) of all of the issued and outstanding limited liability company interests of Independence Resources Management, LLC (“IRM”) and certain of its wholly owned subsidiaries for consideration consisting of the following: (i) net cash of approximately $140.5 million (the “Cash Consideration”) and (ii) 12,719,594 shares of the Company’s Class A Common Stock. The fair value of each share of Class A Common Stock was determined using the closing price of $6.02 per share on January 7, 2021. The IRM Acquisition has been accounted for as a business combination using the acquisition method of accounting, with Earthstone identified as the acquirer. The allocation of the total purchase price in the IRM Acquisition is based upon management’s estimates of and assumptions related to the fair value of assets acquired and liabilities assumed. The consideration transferred, fair value of assets acquired and liabilities assumed by Earthstone were recorded as follows (in thousands, except share amounts and stock price): Consideration: Shares of Class A Common Stock issued 12,719,594 Class A Common Stock price as of January 7, 2021 $ 6.02 Class A Common Stock consideration 76,572 Cash consideration 140,507 Total consideration transferred $ 217,079 Fair value of assets acquired: Cash $ 4,763 Other current assets 11,524 Oil and gas properties 224,112 Other non-current assets 252 Amount attributable to assets acquired $ 240,651 Fair value of liabilities assumed: Derivative liability $ 10,177 Other current liabilities 5,196 Asset retirement obligation - noncurrent 8,199 Amount attributable to liabilities assumed $ 23,572 Tracker/Sequel Acquisitions On March 31, 2021, Earthstone, EEH, Tracker Resource Development III, LLC, a Delaware limited liability company (“Tracker”), and TRD III Royalty Holdings (TX), LP, a Delaware limited partnership (“RoyaltyCo” and collectively with Tracker, the “Seller”), entered into a purchase and sale agreement (the “Tracker Agreement”), which provided that EEH would acquire (the “Tracker Acquisition”) interests in oil and gas leases and related property of Tracker located in Irion County, Texas (the “Tracker Assets”). Also on March 31, 2021, Earthstone, EEH, SEG-TRD LLC, a Delaware limited liability company (“SEG-I”), and SEG-TRD II LLC, a Delaware limited liability company (“SEG-II” and collectively with SEG-I, “Sequel”) entered into a purchase and sale agreement (the “Sequel Agreement” and collectively with the Tracker Agreement, the “Tracker/Sequel Purchase Agreements”), which provided that EEH would acquire (the “Sequel Acquisition” and collectively with the Tracker Acquisition, the “Tracker/Sequel Acquisitions”) certain well-bore interests and related equipment (the “Sequel Assets”). On July 20, 2021, Earthstone, EEH and the Seller consummated the transactions contemplated in the Tracker Agreement. At the closing of the Tracker Agreement, among other things, EEH acquired the Tracker Assets for aggregate consideration consisting of: (i) $18.8 million in cash, net of customary purchase price adjustments, and (ii) 4.7 million shares of Class A Common Stock. Also, on July 20, 2021, Earthstone, EEH and Sequel consummated the transactions contemplated in the Sequel Agreement. At the closing of the Sequel Agreement, among other things, EEH acquired the Sequel Assets for aggregate consideration consisting of: (i) $41.4 million in cash, net of customary purchase price adjustments, and (ii) 1.5 million shares of Class A Common Stock. A Significant Shareholder, as described below, owned approximately 49% of Tracker as of the closing of the Tracker Acquisition. See Note 12. Related Party Transactions for further discussion. The Tracker/Sequel Acquisitions have been accounted for as asset acquisitions in accordance with ASC Topic 805, Business Combinations (referred to as “ASC 805”). The preliminary allocation of the total purchase price in the Tracker/Sequel Acquisitions is based upon management’s estimates of and assumptions related to the relative fair value of assets acquired and liabilities assumed. Although the purchase price allocation is substantially complete as of the date of this filing, there may be further adjustments to the acquired oil and natural gas properties. These amounts will be finalized no later than one year from the acquisition date. The consideration transferred, fair value of assets acquired and liabilities assumed by Earthstone were recorded as follows (in thousands, except share amounts and stock price): Total Consideration: Shares of Class A Common Stock issued 6,200,000 Class A Common Stock price as of July 20, 2021 $ 9.97 Class A Common Stock consideration 61,814 Cash consideration (1) 60,159 Direct transaction costs (2) 1,715 Total consideration transferred $ 123,688 Fair value of assets acquired: Oil and gas properties $ 124,288 Amount attributable to assets acquired $ 124,288 Fair value of liabilities assumed: Noncurrent liabilities - asset retirement obligations 600 Amount attributable to liabilities assumed $ 600 (1) Includes customary purchase price adjustments. (2) Represents $1.7 million of transaction costs associated with the Tracker Acquisition and the Sequel Acquisition that have been capitalized in accordance with ASC 805-50. The fair value measurements of assets acquired and liabilities assumed are based on inputs that are not observable in the market and therefore represent Level 3 inputs. The fair value of oil and gas properties and asset retirement obligations were measured using the discounted cash flow technique of valuation. Significant inputs to the valuation of oil and gas properties include estimates of: (i) reserves, (ii) future operating and development costs, (iii) future commodity prices, (iv) future plugging and abandonment costs, (v) estimated future cash flows, and (vi) a market-based weighted average cost of capital rate. These inputs require significant judgments and estimates and are the most sensitive and subject to change. The following unaudited supplemental pro forma condensed results of operations present consolidated information as though the Chisholm Acquisition, IRM Acquisition and Tracker/Sequel Acquisitions had been completed as of January 1, 2021. The unaudited supplemental pro forma financial information was derived from the historical consolidated and combined statements of operations for Chisholm, IRM, Tracker, Sequel and Earthstone and adjusted to include depletion expense applied to the adjusted basis of the properties acquired. These unaudited supplemental pro forma results of operations are provided for illustrative purposes only and do not purport to be indicative of the actual results that would have been achieved by the combined company for the periods presented or that may be achieved by the combined company in the future. Future results may vary significantly from the results reflected in this unaudited pro forma financial information (in thousands, except per share amounts): Three Months Ended March 31, 2022 2021 Revenue $ 232,155 $ 133,854 Loss before taxes (32,996) (24,497) Net loss (31,463) (24,189) Less: Net loss attributable to noncontrolling interest (11,159) (10,823) Net loss attributable to Earthstone Energy, Inc. (20,304) (13,366) Pro forma net loss per common share attributable to Earthstone Energy, Inc.: Basic and Diluted $ (0.32) $ (0.20) The Company has included in its Condensed Consolidated Statements of Operations, revenues of $37.8 million and operating expenses of $14.4 million for the period February 15, 2022 to March 31, 2022 related to the Chisholm Acquisition. During the three months ended March 31, 2022, the Company recorded $10.0 million of legal and professional fees related to the Chisholm Acquisition which are included in Transaction costs in the Condensed Consolidated Statements of Operations. Eagle Ford Acquisitions In May and June 2021, the Company completed acquisitions of working interests in certain assets it operates located in southern Gonzales County, Texas (collectively, the “Eagle Ford Acquisitions”) from four separate sellers. The aggregate purchase price of the Eagle Ford Acquisitions was approximately $45.2 million. One of the four separate sellers was a related party. See Note 12. Related Party Transactions for further discussion. The Eagle Ford Acquisitions have been accounted for as asset acquisitions in accordance with ASC 805. The preliminary allocation of each purchase was based upon management’s estimates of and assumptions related to the relative fair value of assets acquired and liabilities assumed. Although the purchase price allocation is substantially complete as of the date of this filing, there may be further adjustments to the acquired oil and natural gas properties. These amounts will be finalized no later than one year from the acquisition date. Foreland-BCC Acquisition On November 2, 2021, Earthstone, EEH and Foreland Investments LP, a Delaware limited partnership (“Foreland”), consummated the transactions contemplated in the Purchase and Sale Agreement dated as of September 30, 2021 by and among Earthstone, EEH and Foreland (the “Foreland Purchase Agreement”). Net of customary purchase price adjustments, EEH acquired (the “Foreland Acquisition”) interests in oil and gas leases and related property of Foreland located in Irion County and Crockett County, Texas, for a purchase price consisting of: (i) $13.4 million in cash and (ii) 2,611,111 shares of Class A Common Stock. Also, on November 2, 2021, Earthstone, EEH and BCC-Foreland LLC, a Delaware limited liability company (“BCC”), consummated the transactions contemplated in the Purchase and Sale Agreement dated as of September 30, 2021 by and among Earthstone, EEH and BCC (the “BCC Purchase Agreement”). Net of customary purchase price adjustments, EEH acquired (the “BCC Acquisition” and with the Foreland Acquisition, the “Foreland-BCC Acquisition”) certain well-bore interests and related equipment held by BCC that were part of a joint development agreement between Foreland, Foreland Operating, LLC, and BCC involving portions of the acreage covered by the Foreland Purchase Agreement for a purchase price of $20.5 million in cash. |
Oil and Natural Gas Properties
Oil and Natural Gas Properties | 3 Months Ended |
Mar. 31, 2022 | |
Oil and Gas Exploration and Production Industries Disclosures [Abstract] | |
Oil and Natural Gas Properties | Oil and Natural Gas Properties The Company follows the successful efforts method of accounting for its oil and natural gas properties. Under this method, costs to acquire oil and natural gas properties, drill and equip exploratory wells that find proved reserves, and drill and equip development wells are capitalized. Exploration costs, including unsuccessful exploratory wells and geological and geophysical costs, are charged to operations as incurred. Upon sale or retirement of oil and natural gas properties, the costs and related accumulated depreciation, depletion and amortization are eliminated from the accounts and the resulting gain or loss is recognized. Costs incurred to maintain wells and related equipment, lease and well operating costs, and other exploration costs are charged to expense as incurred. Gains and losses arising from the sale of properties are included in Income from operations in the Condensed Consolidated Statements of Operations. The Company’s lease acquisition costs and development costs of proved oil and natural gas properties are amortized using the units-of-production method, at the field level, based on total proved reserves and proved developed reserves, respectively. For the three months ended March 31, 2022, depletion expense for oil and gas producing property and related equipment was $34.1 million. For the three months ended March 31, 2021, depletion expense for oil and gas producing property and related equipment was $24.2 million. Our accrual basis capital expenditures for the three months ended March 31, 2022 were as follows ( in thousands ): Three Months Ended March 31, 2022 Drilling and completions $ 82,000 Leasehold costs 109 Total capital expenditures $ 82,109 Proved Properties Proved oil and natural gas properties are reviewed for impairment on a nonrecurring basis. The impairment charge reduces the carrying values to their estimated fair values. These fair value measurements are classified as Level 3 measurements and include many unobservable inputs. Fair value is calculated as the estimated discounted future net cash flows attributable to the assets. The Company’s primary assumptions in preparing the estimated discounted future net cash flows to be recovered from oil and gas properties are based on (i) proved reserves, (ii) forward commodity prices and assumptions as to costs and expenses, and (iii) the estimated discount rate that would be used by potential purchasers to determine the fair value of the assets. Unproved Properties Unproved properties consist of costs incurred to acquire undeveloped leases. Unproved oil and gas leases are generally for a primary term of three The Company reviews its unproved properties periodically for impairment. In determining whether an unproved property is impaired, the Company considers numerous factors including, but not limited to, current exploration and development plans, favorable or unfavorable exploration activity on the property being evaluated and/or adjacent properties, the Company’s geologists' evaluation of the property, and the remaining months in the lease term for the property. Impairments to Oil and Natural Gas Properties No impairments were recorded to the Company's oil and natural gas properties during the three months ended March 31, 2022 and 2021. |
Noncontrolling Interest
Noncontrolling Interest | 3 Months Ended |
Mar. 31, 2022 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest | Noncontrolling Interest Earthstone consolidates the financial results of EEH and its subsidiaries and records a noncontrolling interest for the economic interest in Earthstone held by the members of EEH other than Earthstone and Lynden US. Net loss attributable to noncontrolling interest in the Condensed Consolidated Statements of Operations for the three months ended March 31, 2022 and 2021 represents the portion of net loss attributable to the economic interest in the Company held by the members of EEH other than Earthstone and Lynden US. Noncontrolling interest in the Condensed Consolidated Balance Sheets as of March 31, 2022 and December 31, 2021 represents the portion of net assets of the Company attributable to the members of EEH other than Earthstone and Lynden US. The term “EEH Unit” means the units of limited liability company interests of EEH denominated as common units. The following table presents the changes in noncontrolling interest for the three months ended March 31, 2022: EEH Units Held % EEH Units Held % Total EEH As of December 31, 2021 53,467,307 60.9 % 34,344,532 39.1 % 87,811,839 EEH Units issued in connection with the Chisholm Acquisition 19,417,476 — 19,417,476 EEH Units and Class B Common Stock converted to Class A Common Stock 72,766 (72,766) — EEH Units issued in connection with the vesting of restricted stock units and performance-based units 483,251 — 483,251 As of March 31, 2022 73,440,800 68.2 % 34,271,766 31.8 % 107,712,566 |
Net Loss Per Common Share
Net Loss Per Common Share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Common Share | Net Loss Per Common ShareNet loss per common share—basic is calculated by dividing Net loss by the weighted average number of shares of common stock outstanding during the period. Net loss per common share—diluted assumes the conversion of all potentially dilutive securities and is calculated by dividing Net loss by the sum of the weighted average number of shares of common stock, as defined above, outstanding plus potentially dilutive securities. Net loss per common share—diluted considers the impact of potentially dilutive securities except in periods in which there is a loss because the inclusion of the potential common shares, as defined above, would have an anti-dilutive effect. A reconciliation of Net loss per common share is as follows: Three Months Ended (In thousands, except per share amounts) 2022 2021 Net loss attributable to Earthstone Energy, Inc. $ (33,478) $ (5,833) Net loss per common share attributable to Earthstone Energy, Inc.: Basic and Diluted $ (0.53) $ (0.14) Weighted average common shares outstanding Basic 63,445,649 42,778,916 Add potentially dilutive securities: Unvested restricted stock units (1) — — Unvested performance units (1) — — Diluted weighted average common shares outstanding 63,445,649 42,778,916 (1) For the three months ended March 31, 2022 and 2021, the 1,099,800 performance units granted on January 27, 2021 were excluded due to an assumed settlement in cash and the liability treatment described in Note 9. Stock-Based Compensation . For the three months ended March 31, 2022 and 2021, there were no dilutive effects related to unvested restricted stock units or performance units due to the losses for those periods. The Class B Common Stock, par value $0.001 per share of Earthstone (the “Class B Common Stock and with the Class A Common Stock, the “Common Stock”) has been excluded, as its conversion would eliminate noncontrolling interest and net loss attributable to noncontrolling interest of $18.4 million and $4.7 million for the three months ended March 31, 2022 and 2021, respectively would be added back to Net loss attributable to Earthstone Energy, Inc. for the periods then ended, having no dilutive effect on Net loss per common share attributable to Earthstone Energy, Inc. |
Common Stock
Common Stock | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Common Stock | Common Stock Class A Common Stock At March 31, 2022 and December 31, 2021, there were 73,440,800 and 53,467,307 shares of Class A Common Stock issued and outstanding, respectively. In connection with the Chisholm Acquisition, on February 15, 2022, Earthstone issued 19,417,476 shares of Class A Common Stock valued at approximately $249.5 million on that date. During the three months ended March 31, 2022, as a result of the vesting and settlement of performance units and restricted stock units under the Earthstone Energy, Inc. Amended and Restated 2014 Long-Term Incentive Plan, as amended (the “2014 Plan”), Earthstone issued 770,143 shares of Class A Common Stock, of which 286,892 shares of Class A Common Stock were retained as treasury stock and canceled to satisfy the related employee income tax liability. For further discussion, see Note 9. Stock-Based Compensation. During the three months ended March 31, 2021, (1) in connection with the IRM Acquisition, on January 7, 2021, Earthstone issued 12,719,594 shares of Class A Common Stock valued at approximated $76.6 million on that date, (2) as a result of the vesting and settlement of performance units and restricted stock units under the 2014 Plan, Earthstone issued 721,259 shares of Class A Common Stock, of which 257,764 shares of Class A Common Stock were retained as treasury stock and canceled to satisfy the related employee income tax liability and (3) as discussed below, shares of Class A Common Stock were issued as the result of conversions of Class B Common Stock. Class B Common Stock At March 31, 2022 and December 31, 2021, there were 34,271,766 and 34,344,532 shares of Class B Common Stock issued and outstanding, respectively. Each share of Class B Common Stock, together with one EEH Unit, is convertible into one share of Class A Common Stock. During the three months ended March 31, 2022, 72,766 shares of Class B Common Stock and EEH Units were exchanged for an equal number of shares of Class A Common Stock. During the three months ended March 31, 2021, 578,031 shares of Class B Common Stock and EEH Units were exchanged for an equal number of shares of Class A Common Stock. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Restricted Stock Units The 2014 Plan, allows, among other things, for the grant of restricted stock units (“RSUs”). As of March 31, 2022, the maximum number of shares of Class A Common Stock that may be issued under the 2014 Plan was 12.0 million shares. Each RSU represents the contingent right to receive one share of Class A Common Stock. The holders of outstanding RSUs do not receive dividends or have voting rights prior to vesting and settlement. The Company determines the fair value of granted RSUs based on the market price of the Class A Common Stock on the date of the grant. Compensation expense for granted RSUs is recognized on a straight-line basis over the vesting and is net of forfeitures, as incurred. Stock-based compensation is included in General and administrative expense in the Condensed Consolidated Statements of Operations and is recorded with a corresponding increase in Additional paid-in capital within the Condensed Consolidated Balance Sheets. The table below summarizes RSU award activity for the three months ended March 31, 2022: Shares Weighted-Average Grant Date Fair Value Unvested RSUs at December 31, 2021 771,817 $ 5.91 Granted 393,515 $ 13.63 Forfeited (3,033) $ 6.43 Vested (162,018) $ 7.55 Unvested RSUs at March 31, 2022 1,000,281 $ 8.68 As of March 31, 2022, there was $8.6 million of unrecognized compensation expense related to the RSU awards which will be recognized over a weighted average period of 1.12 years. For the three months ended March 31, 2022 and 2021, Stock-based compensation related to RSUs was $1.2 million and $1.5 million, respectively. Performance Units The table below summarizes PSU activity for the three months ended March 31, 2022: Shares Weighted-Average Grant Date Fair Value Unvested PSUs at December 31, 2021 2,751,725 $ 8.42 Granted 472,485 $ 19.42 Vested (608,125) $ 9.30 Unvested PSUs at March 31, 2022 2,616,085 $ 10.20 On February 1, 2022, the Board of Directors of Earthstone (the “Board”) granted 472,485 PSUs (the “2022 PSUs”) to certain officers pursuant to the 2014 Plan (the “2022 Grant”). The 2022 PSUs are expected to be paid in shares of Class A Common Stock upon the achievement by Earthstone over a period commencing on January 1, 2022 and ending on December 31, 2024 (the “Performance Period”) of certain performance criteria established by the Board. The Company classifies these awards as equity awards as they are expected to be settled in shares. In the event that a PSU grant is expected to be settled in cash, it is alternatively classified as a liability award. The 2022 PSUs are eligible to be earned based on the annualized Total Shareholder Return (“TSR”) of the Class A Common Stock during a three-year period beginning on February 1, 2022. Between 0x to 2.0x of the Performance Units are eligible to be earned based on Earthstone achieving an annualized TSR based on the following pre-established goals: Earthstone’s Annualized TSR TSR Multiplier 23.9% or greater 2 14.5% 1 8.4% 0.5 Less than 8.4% 0 The Company accounts for these awards as market-based awards which are valued quarterly utilizing the Monte Carlo Simulation pricing model, which calculates multiple potential outcomes for an award and establishes grant date fair value based on the most likely outcome. For the 2022 PSUs, assuming a risk-free rate of 1.4% and volatility of 86.0%, the Company calculated the weighted average grant date fair value per PSU to be $19.42. On January 27, 2021, the Board granted 1,099,800 PSUs to certain officers pursuant to the 2014 Plan (the “2021 PSUs”). The PSUs are payable in cash or shares of Class A Common Stock upon the achievement by the Company over a period commencing on January 1, 2021 and ending on December 31, 2023 of certain performance criteria established by the Board. The Company classifies these awards as liability awards as they are expected to be paid in cash. As of March 31, 2022 and December 31, 2021, $9.6 million and $6.3 million, respectively, have been included in Other noncurrent liabilities in the Condensed Consolidated Balance Sheets related to the 2021 PSUs. On January 28, 2019, the Board granted 669,550 PSUs to certain named executive officers pursuant to the 2014 Plan. The PSUs were payable in shares of Class A Common Stock based upon the achievement by Earthstone over a period commencing on February 1, 2019 and ending on January 31, 2022 of performance criteria established by the Board. On January 31, 2022, the Company settled the remaining 608,125 PSUs, net of forfeitures, at a rate of 1.97x. 1.0x was settled through the issuance of 608,125 shares of Class A Common Stock and the remainder was settled in cash. As of March 31, 2022, there was $24.5 million of unrecognized compensation expense related to all PSU awards which will be amortized over a weighted average period of 1.06 years. |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Long-term debt | Long-Term Debt Credit Facility On November 21, 2019, Earthstone, EEH (the “Borrower”), Wells Fargo Bank, National Association, as Administrative Agent and Issuing Bank (“Wells Fargo”), Royal Bank of Canada, as Syndication Agent, BOKF, NA dba Bank of Texas (“BOKF”) as Issuing Bank with respect to Existing Letters of Credit, SunTrust Bank, as Documentation Agent, and the lenders party thereto (the “Lenders”) entered into a credit agreement (the “Credit Agreement”), which replaced the prior credit facility, which was terminated on November 21, 2019. On January 30, 2022, Earthstone, EEH, as Borrower, Wells Fargo as Administrative Agent, the lenders party thereto (the “Lenders”) and the guarantors party thereto entered into an amended and restated Fifth Amendment (the “Fifth Amendment”) to the Credit Agreement. Among other things, the Amendment increased the borrowing base and corresponding elected commitments from $650 million to $825 million upon the closing (“Chisholm Closing”) of the Chisholm Agreement; provided that upon the closing of the Bighorn Acquisition (assuming the occurrence of the Chisholm Closing), the borrowing base and corresponding elected commitments would increase to $1.325 billion, unless Earthstone completed an unsecured senior notes offering (the “Notes Offering”) prior to the closing of the Bighorn Acquisition in which case the elected commitments would be reduced by the amount of the net proceeds from a Notes Offering up to $500 million (the “Notes Offering Elected Commitments Reduction); provided for an increase in interest rates by 0.50% in the event a Notes Offering has not been completed prior to the closing of the Bighorn Acquisition; provided mechanics relating to the transition from LIBOR to a benchmark replacement rate to be effective contemporaneously with the effectiveness of the Amendment on January 30, 2022; added certain hedging requirements relating to anticipated oil and natural gas production of the properties to be acquired pursuant to the Bighorn Acquisition; adjusted some financial covenants; redefined the limitations on certain restricted payments the Borrower may make; and made certain administrative changes to the Credit Agreement. On April 14, 2022, in advance of the potential aforementioned Notes Offering Elected Commitments Reduction, the Company voluntarily elected to reduce commitments under the borrowing base of the Credit Agreement to $800 million. The next regularly scheduled redetermination of the borrowing base is expected to occur on or around November 1, 2022. Subsequent redeterminations are expected to occur on or about each May 1st and November 1st thereafter. The amounts borrowed under the Credit Agreement bear annual interest rates at either (a) the adjusted SOFR Rate (as customarily defined) (the “Adjusted Term SOFR Rate”) plus 2.50% to 4.25% or (b) the sum of (i) the greatest of (A) the prime rate of Wells Fargo, (B) the federal funds rate plus ½ of 1.0%, and (C) the Adjusted Term SOFR Rate for an interest rate period of one month plus 1.0%, (ii) plus 1.50% to 3.25%, depending on the amount borrowed under the Credit Agreement. Principal amounts outstanding under the Credit Agreement are due and payable in full at maturity on November 21, 2024. All of the obligations under the Credit Agreement, and the guarantees of those obligations, are secured by substantially all of EEH’s assets. Additional payments due under the Credit Agreement include paying a commitment fee of 0.375% to 0.50% per year, depending on the amount borrowed under the Credit Agreement, to the Lenders in respect of the unutilized commitments thereunder. EEH is also required to pay customary letter of credit fees. The Credit Agreement contains a number of covenants that, among other things, restrict, subject to certain exceptions, EEH’s ability to incur additional indebtedness, create liens on assets, make investments, pay dividends and distributions or repurchase its limited liability interests, engage in mergers or consolidations, sell certain assets, sell or discount any notes receivable or accounts receivable and engage in certain transactions with affiliates. In addition, the Credit Agreement requires EEH to maintain the following financial covenants: a current ratio, (as such term is defined in the Credit Agreement) of not less than 1.0 to 1.0 and a consolidated leverage ratio of not greater than 3.5 to 1.0. Consolidated leverage ratio means the ratio of (i) the aggregate debt of EEH and its consolidated subsidiaries as at the last day of the fiscal quarter to (ii) EBITDAX for the applicable period, which was calculated as EBITDAX for the four consecutive fiscal quarters ending on such date. The term “EBITDAX” means, for any period, the sum of consolidated net income (loss) for such period plus (a) the following expenses or charges to the extent deducted from consolidated net income (loss) in such period: (i) interest, (ii) taxes, (iii) depreciation, (iv) depletion, (v) amortization, (vi) certain distributions to employees related to the stock compensation, (vii) certain transaction related expenses, (viii) reimbursed indemnification expenses related to certain dispositions and investments, (ix) non-cash extraordinary, usual, or nonrecurring expenses or losses, (x) other non-cash charges and minus (b) to the extent included in consolidated net income (loss) in such period: (i) non-cash income, (ii) gains on asset dispositions, disposals and abandonments outside of the ordinary course of business and (iii) to the extent not otherwise deducted from consolidated net income (loss), the aggregate amount of any pass-through cash distributions received by Borrower during such period in an amount equal to the aggregate amount of pass-through cash distributions actually made by Borrower during such period. The Credit Agreement contains customary affirmative covenants and defines events of default to include failure to pay principal or interest, breach of covenants, breach of representations and warranties, insolvency, judgment default and a change in control. Upon the occurrence and continuance of an event of default, the Lenders have the right to accelerate repayment of the loans and exercise their remedies with respect to the collateral. As of March 31, 2022, EEH was in compliance with the covenants under the Credit Agreement. As of March 31, 2022, $624.2 million of borrowings were outstanding, bearing annual interest of 3.812%, resulting in an additional $200.8 million of borrowing base availability under the Credit Agreement. At December 31, 2021, there were $320.0 million of borrowings outstanding under the Credit Agreement. For the three months ended March 31, 2022, under the Credit Agreement, the Company had borrowings of $582.5 million and $278.3 million in repayments of borrowings. For the three months ended March 31, 2022, interest on borrowings under the Credit Agreement averaged 3.67% per annum, which excluded commitment fees of $0.2 million, and amortization of deferred financing costs of and $0.6 million. For the three months ended March 31, 2021, interest on borrowings under the Credit Agreement averaged 3.19% per annum, which excluded commitment fees of $0.3 million, and amortization of deferred financing costs of $0.1 million. The Company’s policy is to capitalize the financing costs associated with its debt and amortize those costs on a straight-line basis over the term of the associated debt. These capitalized costs are included in Other noncurrent assets in the Condensed Consolidated Balance Sheets. During the three months ended March 31, 2022, the Company capitalized $5.9 million, of costs associated with the Credit Agreement. No costs associated with the Credit Agreement were capitalized during the three months ended March 31, 2021. 8.000% Senior Notes On April 12, 2022, EEH issued $550.0 million aggregate principal amount of 8.000% senior notes due 2027. EEH received net proceeds of approximately $540.4 million (after deducting underwriting discounts and commissions) which was used primarily to fund the Bighorn Acquisition and the remainder for general corporate purposes. For further discussion, see Note 15. Subsequent Events. |
Asset Retirement Obligations
Asset Retirement Obligations | 3 Months Ended |
Mar. 31, 2022 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligations | Asset Retirement Obligations The Company has asset retirement obligations associated with the future plugging and abandonment of oil and gas properties and related facilities. Revisions to the liability typically occur due to changes in the estimated abandonment costs, well economic lives, and the discount rate. The following table summarizes the Company’s asset retirement obligation transactions recorded during the three months ended March 31, 2022 (in thousands) : 2022 Beginning asset retirement obligations $ 15,866 Liabilities incurred 54 Liabilities settled (201) Acquisitions 5,971 Accretion expense 397 Revision of estimates 31 Ending asset retirement obligations $ 22,118 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions FASB ASC Topic 850, Related Party Disclosures, requires that information about transactions with related parties that would make a difference in decision making shall be disclosed so that users of the financial statements can evaluate their significance. The Audit Committee of the Board independently reviews and approves all related party transactions. Earthstone has two significant shareholders that consist of various investment funds managed by each of the two private equity firms who may manage other investments in entities with which the Company interacts in the normal course of business (the “Significant Shareholders” or separately, each a “Significant Shareholder”). As discussed in Note 4. Acquisitions, the Chisholm Acquisition was consummated on February 15, 2022, whereby the Company acquired the Chisholm Assets for a purchase price of $377.5 million in cash, net of preliminary and customary purchase price adjustments, and 19.4 million shares of Class A Common Stock. A Significant Shareholder was the majority owner of Chisholm as of the closing of the Chisholm Acquisition. The deferred payment of $70 million as of March 31, 2022 was paid on April 15, 2022 and included in Deferred acquisition payment – Chisholm in the Condensed Consolidated Balance Sheet as of March 31, 2022. The issuance of 19.4 million shares of Class A Common Stock in connection with the closing of the Chisholm Agreement was (1) approved by a majority of the voting power of all outstanding disinterested shares of the Common stock and (2) increased their beneficial ownership of Earthstone’s Class A Common Stock from approximately 25% to 36% as of February 15, 2022. As discussed in Note 4. Acquisitions, on March 31, 2021, Earthstone and EEH entered into the Tracker/Sequel Purchase Agreements. The Tracker/Sequel Acquisitions were consummated on July 20, 2021, whereby the Company acquired the Tracker Assets for a purchase price of $18.8 million in cash and 4.7 million shares of Class A Common Stock. A Significant Shareholder owned approximately 49% of Tracker as of the closing of the Tracker Acquisition. A majority of the non-affiliated stockholders of Earthstone approved the issuance of 6.2 million shares of Class A Common Stock in connection with the closing of the Tracker/Sequel Purchase Agreements at Earthstone’s Annual Meeting of Stockholders held on July 20, 2021. As discussed in Note 4. Acquisitions , during the second quarter of 2021, the Company completed the Eagle Ford Acquisitions for a purchase price of approximately $45.2 million in cash. A Significant Shareholder controlled one of the four sellers. After participating in a competitive sales process, the Company acquired the aforementioned assets for $8.2 million in cash from that related party entity. On January 30, 2022, Earthstone entered into a securities purchase agreement (the “SPA”) with EnCap Capital Energy Fund XI, L.P. (“EnCap Fund XI”), an affiliate of EnCap Investments L.P. (“EnCap”), and Cypress Investments, LLC, a fund managed by Post Oak Energy Capital, LP (“Post Oak” and collectively with EnCap Fund XI, the “Investors”) to sell, in a private placement (the “Private Placement”), 280,000 shares of newly authorized convertible preferred stock, $0.001 par value per share (the “Preferred Stock”), for anticipated gross proceeds of $280.0 million, at a price of $1,000.00 per share of Preferred Stock (or $11.10 per share of Class A Common Stock on an as-converted basis). The Private Placement was contingent upon the closing of the Bighorn Acquisition. The Company used the net proceeds from the sale of the Preferred Stock to fund, in conjunction with the Notes Offering, the Bighorn Acquisition. Each share of Preferred Stock will automatically convert into 90.0900900900901 shares of Class A Common Stock on the 21st calendar day after Earthstone mails an information statement on Schedule 14C pursuant to Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to its stockholders notifying the stockholders that on January 30, 2022, holders of 61.6% of the voting power of all outstanding shares of Common Stock delivered to Earthstone an irrevocable written consent in lieu of a special meeting of stockholders approving the conversion feature of the Preferred Stock and the issuance of the Class A Common Stock upon conversion of the Preferred Stock. If conversion has not occurred on or before October 1, 2022, holders of the Preferred Stock will be entitled to receive quarterly dividends accruing from the date of initial issuance at a rate of 8.0% per annum. The Company paid $0.2 million to one of our Significant Shareholders for reimbursement of certain costs associated with the aforementioned SPA. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal From time to time, Earthstone and its subsidiaries may be involved in various legal proceedings and claims in the ordinary course of business. Environmental and Regulatory |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s corporate structure requires the filing of two separate consolidated U.S. Federal income tax returns and one Canadian income tax return which include Lynden US, Earthstone, and Lynden Corp. As such, taxable income of Earthstone cannot be offset by tax attributes, including net operating losses, of Lynden US, nor can taxable income of Lynden US be offset by tax attributes of Earthstone. Earthstone and Lynden US record a tax provision, respectively, for their share of the book income or loss of EEH, net of the non-controlling interest. As EEH is treated as a partnership for U.S. Federal income tax purposes, it is not subject to income tax at the federal level and only recognizes the Texas Margin Tax. On February 15, 2022, the Company completed the Chisholm Acquisition which included the issuance of 19,417,476 shares of our Class A Common Stock. When there is a change in ownership, as defined under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), it results in a limitation that applies to all net operating losses (“NOLs”) and credits generated prior to the ownership change date that can be used to offset taxable income incurred after the ownership change date (the “382 Limitation”). The annual limitation is based on the Company’s stock value prior to the ownership change, multiplied by the applicable federal long-term, tax-exempt interest rate (the “FLTR”). Based on the Company’s stock price at the close of business on February 15, 2022 of $12.85 and the applicable FLTR of 1.46%, the current limitation is estimated to be $10.1 million per year. Additionally, unutilized 382 Limitation amounts can be carried forward to future years, cumulatively. As of March 31, 2022 and December 31, 2021, a current liability of $0.6 million and $0.8 million, respectively, is included in Other current liabilities in the Condensed Consolidated Balance Sheets. The amounts represent current Texas Margin Tax payable on or before May 16, 2022. During the three months ended March 31, 2022, the Company recorded income tax benefit of approximately $1.5 million which included (1) a deferred income tax benefit for Lynden US of $0.7 million as a result of its share of the distributable loss from EEH, (2) no net income tax benefit for Earthstone as the $6.6 million income tax benefit resulting from its share of the distributable loss from EEH had a full valuation allowance recorded against it as future realization of the net deferred tax asset cannot be assured and (3) deferred income tax benefit of $0.8 million related to the Texas Margin Tax. Lynden Corp incurred no material income or loss, or related income tax expense or benefit, for the three months ended March 31, 2022. During the three months ended March 31, 2021, the Company recorded income tax benefit of approximately $0.3 million which included (1) a deferred income tax benefit for Lynden US of $0.2 million as a result of its share of the distributable income from EEH, (2) no net income tax benefit for Earthstone as the $1.2 million income tax benefit resulting from its share of the distributable loss from EEH had a full valuation allowance recorded against it as future realization of the net deferred tax asset |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Bighorn Acquisition On April 14, 2022, Earthstone, EEH and Bighorn, consummated the transactions contemplated in the Bighorn Agreement. At the closing of the Bighorn Agreement, among other things, EEH acquired the Bighorn Assets for a purchase price of approximately $638.9 million in cash, net of preliminary and customary purchase price adjustments that remain subject to final post-closing settlement between EEH and Bighorn, and 5,650,977 shares of Class A Common Stock. Securities Purchase Agreement Also, on April 14, 2022, Earthstone, EnCap Fund XI and Cypress consummated the sale and issuance of 280,000 shares of Preferred Stock pursuant to the SPA. Each share of Preferred Stock will be convertible into 90.0900900900901 shares of Class A Common Stock. At the closing of the SPA, Earthstone issued 280,000 shares of Preferred Stock in exchange for gross cash proceeds of $280 million. If the outstanding Preferred Stock has not been converted into Class A Common Stock on or before October 1, 2022, then the Preferred Stock will accrue dividends from April 14, 2022, the date of initial issuance, at a rate of 8% per annum until such time as it has converted. In addition, Earthstone will be required to redeem all of the outstanding Preferred Stock if the Preferred Stock has not converted into Class A Common Stock on or before November 22, 2025. The price per share for redemption would be the initial liquidation preference amount of $1,000.00 per share of Preferred Stock plus any accrued but unpaid dividends thereon. Notes Offering On April 7, 2022, EEH and four of its wholly-owned subsidiaries, Earthstone Operating, LLC, a Texas limited liability company (“Earthstone Operating”), Earthstone Permian LLC, a Texas limited liability company (“Earthstone Permian”), Sabine River Energy, LLC, a Texas limited liability company (“Sabine River Energy”), and Independence Resources Technologies, LLC, a Delaware limited liability company (“Independence Technology” and, together with Earthstone Operating, Earthstone Permian, Sabine River Energy and Earthstone, the “Guarantors”), entered into a purchase agreement (the “Purchase Agreement”) with RBC Capital Markets, LLC, as representative of the several initial purchasers named in the Purchase Agreement (together, the “Initial Purchasers”), providing for the private offer and sale by EEH (the “Notes Offering”) of $550.0 million aggregate principal amount of EEH’s 8.000% senior notes due 2027 (the “Notes”), along with related guarantees (the “Guarantees”) of the Notes. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Recently Issued Accounting Standards | Recently Issued Accounting Standards Reference Rate Reform - In March 2020, the FASB issued an update that provides optional guidance for a limited period of time to ease the transition from LIBOR to an alternative reference rate. The ASU intends to address certain concerns relating to accounting for contract modifications and hedge accounting. These optional expedients and exceptions to applying GAAP, assuming certain criteria are met, are allowed through December 31, 2022. As discussed in Note 10. Long-Term Debt |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value of Financial Assets and Liabilities | The following table summarizes the fair value of the Company’s financial assets and liabilities, by level within the fair-value hierarchy (in thousands) : March 31, 2022 Level 1 Level 2 Level 3 Total Financial assets Derivative asset - current $ — $ 1,849 $ — $ 1,849 Derivative asset - noncurrent — 5,810 — 5,810 Total financial assets $ — $ 7,659 $ — $ 7,659 Financial liabilities Derivative liability - current $ — $ 150,055 $ — $ 150,055 Derivative liability - noncurrent — 21,775 — 21,775 Share-based compensation liability - noncurrent — 9,630 — 9,630 Total financial liabilities $ — $ 181,460 $ — $ 181,460 December 31, 2021 Financial assets Derivative asset - current $ — $ 1,348 $ — $ 1,348 Derivative asset - noncurrent — 157 — 157 Total financial assets $ — $ 1,505 $ — $ 1,505 Financial liabilities Derivative liability - current $ — $ 45,310 $ — $ 45,310 Derivative liability - noncurrent — 571 — 571 Share-based compensation liability - current — 7,835 — 7,835 Share-based compensation liability - noncurrent — 6,324 — 6,324 Total financial liabilities $ — $ 60,040 $ — $ 60,040 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Open Crude Oil and Natural Gas Derivative Contracts | The Company had the following open crude oil and natural gas derivative contracts as of March 31, 2022: Price Swaps Period Commodity Volume Weighted Average Price Q2 - Q4 2022 Crude Oil 3,247,250 $ 65.96 Q1 - Q4 2023 Crude Oil 1,277,500 $ 76.20 Q2 - Q4 2022 Crude Oil Basis Swap (1) 3,377,500 $ 0.51 Q1 - Q4 2023 Crude Oil Basis Swap (1) 730,000 $ 0.49 Q2 - Q4 2022 Natural Gas 8,062,000 $ 3.55 Q1 - Q4 2023 Natural Gas 3,670,000 $ 3.35 Q2 - Q4 2022 Natural Gas Basis Swap (2) 5,500,000 $ (0.33) Q1 - Q4 2023 Natural Gas Basis Swap (2) 25,550,000 $ (1.28) Q1 - Q4 2024 Natural Gas Basis Swap (2) 25,620,000 $ (1.04) (1) The basis differential price is between WTI Midland Crude and the WTI NYMEX. (2) The basis differential price is between W. Texas (WAHA) and the Henry Hub NYMEX. Costless Collars Period Commodity Volume Sold Ceiling Bought Floor Q2 - Q4 2022 Crude Oil Costless Collar 1,560,000 $ 83.59 $ 69.42 Q1 - Q4 2023 Crude Oil Costless Collar 1,715,500 $ 80.34 $ 62.98 Q2 - Q4 2022 Natural Gas Costless Collar 12,782,500 $ 5.47 $ 3.66 Q1 - Q4 2023 Natural Gas Costless Collar 13,188,000 $ 4.84 $ 3.28 |
Schedule of Location and Fair Value Amounts of All Derivative Instruments | The following table summarizes the location and fair value amounts of all derivative instruments in the Condensed Consolidated Balance Sheets as well as the gross recognized derivative assets, liabilities, and amounts offset in the Condensed Consolidated Balance Sheets (in thousands) : March 31, 2022 December 31, 2021 Derivatives not Balance Sheet Location Gross Gross Net Gross Gross Net Commodity contracts Derivative asset - current $ 6,294 $ (4,445) $ 1,849 $ 3,191 $ (1,843) $ 1,348 Commodity contracts Derivative liability - current $ 154,500 $ (4,445) $ 150,055 $ 47,153 $ (1,843) $ 45,310 Commodity contracts Derivative asset - noncurrent $ 18,223 $ (12,413) $ 5,810 $ 2,721 $ (2,564) $ 157 Commodity contracts Derivative liability - noncurrent $ 34,188 $ (12,413) $ 21,775 $ 3,135 $ (2,564) $ 571 |
Schedule of Realized and Unrealized Gains and Losses on Derivative Instruments | The following table summarizes the location and amounts of the Company’s realized and unrealized gains and losses on derivatives instruments in the Condensed Consolidated Statements of Operations and Condensed Consolidated Statements of Cash Flows (in thousands) : Derivatives not designated as hedging contracts under ASC Topic 815 Three Months Ended Statement of Cash Flows Location Statement of Operations Location 2022 2021 Unrealized loss Not separately presented Not separately presented $ (119,794) $ (22,358) Realized loss Operating portion of net cash paid in settlement of derivative contracts Not separately presented (31,686) (10,905) Total loss on derivative contracts, net Loss on derivative contracts, net $ (151,480) $ (33,263) |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The consideration transferred, fair value of assets acquired and liabilities assumed by Earthstone were recorded as follows (in thousands, except share amounts and stock price): Consideration: Shares of Class A Common Stock issued 19,417,476 Class A Common Stock price as of February 15, 2022 $ 12.85 Class A Common Stock consideration 249,515 Cash consideration (1) 377,528 Total consideration transferred $ 627,043 Fair value of assets acquired: Oil and gas properties $ 634,867 Amount attributable to assets acquired $ 634,867 Fair value of liabilities assumed: Other current liabilities $ 1,853 Asset retirement obligation - noncurrent 5,971 Amount attributable to liabilities assumed $ 7,824 (1) Includes $307.5 million of cash paid at closing, net of customary purchase price adjustments, and $70.0 million of cash consideration paid subsequent to closing based on the terms of the Chisholm Agreement. Consideration: Shares of Class A Common Stock issued 12,719,594 Class A Common Stock price as of January 7, 2021 $ 6.02 Class A Common Stock consideration 76,572 Cash consideration 140,507 Total consideration transferred $ 217,079 Fair value of assets acquired: Cash $ 4,763 Other current assets 11,524 Oil and gas properties 224,112 Other non-current assets 252 Amount attributable to assets acquired $ 240,651 Fair value of liabilities assumed: Derivative liability $ 10,177 Other current liabilities 5,196 Asset retirement obligation - noncurrent 8,199 Amount attributable to liabilities assumed $ 23,572 |
Schedule of Asset Acquisition | The consideration transferred, fair value of assets acquired and liabilities assumed by Earthstone were recorded as follows (in thousands, except share amounts and stock price): Total Consideration: Shares of Class A Common Stock issued 6,200,000 Class A Common Stock price as of July 20, 2021 $ 9.97 Class A Common Stock consideration 61,814 Cash consideration (1) 60,159 Direct transaction costs (2) 1,715 Total consideration transferred $ 123,688 Fair value of assets acquired: Oil and gas properties $ 124,288 Amount attributable to assets acquired $ 124,288 Fair value of liabilities assumed: Noncurrent liabilities - asset retirement obligations 600 Amount attributable to liabilities assumed $ 600 (1) Includes customary purchase price adjustments. (2) Represents $1.7 million of transaction costs associated with the Tracker Acquisition and the Sequel Acquisition that have been capitalized in accordance with ASC 805-50. |
Schedule of Business Acquisition, Pro Forma Information | These unaudited supplemental pro forma results of operations are provided for illustrative purposes only and do not purport to be indicative of the actual results that would have been achieved by the combined company for the periods presented or that may be achieved by the combined company in the future. Future results may vary significantly from the results reflected in this unaudited pro forma financial information (in thousands, except per share amounts): Three Months Ended March 31, 2022 2021 Revenue $ 232,155 $ 133,854 Loss before taxes (32,996) (24,497) Net loss (31,463) (24,189) Less: Net loss attributable to noncontrolling interest (11,159) (10,823) Net loss attributable to Earthstone Energy, Inc. (20,304) (13,366) Pro forma net loss per common share attributable to Earthstone Energy, Inc.: Basic and Diluted $ (0.32) $ (0.20) |
Oil and Natural Gas Properties
Oil and Natural Gas Properties Oil and Natural Gas Properties (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Oil and Gas Exploration and Production Industries Disclosures [Abstract] | |
Schedule of Capital Expenditures Of Oil and Gas | Our accrual basis capital expenditures for the three months ended March 31, 2022 were as follows ( in thousands ): Three Months Ended March 31, 2022 Drilling and completions $ 82,000 Leasehold costs 109 Total capital expenditures $ 82,109 |
Noncontrolling Interest (Tables
Noncontrolling Interest (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Noncontrolling Interest [Abstract] | |
Schedule of Changes in Noncontrolling Interest | The following table presents the changes in noncontrolling interest for the three months ended March 31, 2022: EEH Units Held % EEH Units Held % Total EEH As of December 31, 2021 53,467,307 60.9 % 34,344,532 39.1 % 87,811,839 EEH Units issued in connection with the Chisholm Acquisition 19,417,476 — 19,417,476 EEH Units and Class B Common Stock converted to Class A Common Stock 72,766 (72,766) — EEH Units issued in connection with the vesting of restricted stock units and performance-based units 483,251 — 483,251 As of March 31, 2022 73,440,800 68.2 % 34,271,766 31.8 % 107,712,566 |
Net Loss Per Common Share (Tabl
Net Loss Per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Reconciliation of Net Income (Loss) Per Common Share | A reconciliation of Net loss per common share is as follows: Three Months Ended (In thousands, except per share amounts) 2022 2021 Net loss attributable to Earthstone Energy, Inc. $ (33,478) $ (5,833) Net loss per common share attributable to Earthstone Energy, Inc.: Basic and Diluted $ (0.53) $ (0.14) Weighted average common shares outstanding Basic 63,445,649 42,778,916 Add potentially dilutive securities: Unvested restricted stock units (1) — — Unvested performance units (1) — — Diluted weighted average common shares outstanding 63,445,649 42,778,916 (1) For the three months ended March 31, 2022 and 2021, the 1,099,800 performance units granted on January 27, 2021 were excluded due to an assumed settlement in cash and the liability treatment described in Note 9. Stock-Based Compensation |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Unvested RSU and PSU Award Activity | The table below summarizes RSU award activity for the three months ended March 31, 2022: Shares Weighted-Average Grant Date Fair Value Unvested RSUs at December 31, 2021 771,817 $ 5.91 Granted 393,515 $ 13.63 Forfeited (3,033) $ 6.43 Vested (162,018) $ 7.55 Unvested RSUs at March 31, 2022 1,000,281 $ 8.68 The table below summarizes PSU activity for the three months ended March 31, 2022: Shares Weighted-Average Grant Date Fair Value Unvested PSUs at December 31, 2021 2,751,725 $ 8.42 Granted 472,485 $ 19.42 Vested (608,125) $ 9.30 Unvested PSUs at March 31, 2022 2,616,085 $ 10.20 |
Schedule of Total Shareholder Return Goals | Between 0x to 2.0x of the Performance Units are eligible to be earned based on Earthstone achieving an annualized TSR based on the following pre-established goals: Earthstone’s Annualized TSR TSR Multiplier 23.9% or greater 2 14.5% 1 8.4% 0.5 Less than 8.4% 0 |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Summary of Asset Retirement Obligation Transactions | The following table summarizes the Company’s asset retirement obligation transactions recorded during the three months ended March 31, 2022 (in thousands) : 2022 Beginning asset retirement obligations $ 15,866 Liabilities incurred 54 Liabilities settled (201) Acquisitions 5,971 Accretion expense 397 Revision of estimates 31 Ending asset retirement obligations $ 22,118 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Financial assets | ||
Derivative asset - current | $ 1,849 | $ 1,348 |
Derivative asset - noncurrent | 5,810 | 157 |
Financial liabilities | ||
Derivative liability - current | 150,055 | 45,310 |
Derivative liability - noncurrent | 21,775 | 571 |
Fair Value on a Recurring Basis | ||
Financial assets | ||
Derivative asset - current | 1,849 | 1,348 |
Derivative asset - noncurrent | 5,810 | 157 |
Total financial assets | 7,659 | 1,505 |
Financial liabilities | ||
Derivative liability - current | 150,055 | 45,310 |
Derivative liability - noncurrent | 21,775 | 571 |
Share-based compensation liability - current | 7,835 | |
Share-based compensation liability - noncurrent | 9,630 | 6,324 |
Total financial liabilities | 181,460 | 60,040 |
Level 1 | Fair Value on a Recurring Basis | ||
Financial assets | ||
Derivative asset - current | 0 | 0 |
Derivative asset - noncurrent | 0 | 0 |
Total financial assets | 0 | 0 |
Financial liabilities | ||
Derivative liability - current | 0 | 0 |
Derivative liability - noncurrent | 0 | 0 |
Share-based compensation liability - current | 0 | |
Share-based compensation liability - noncurrent | 0 | 0 |
Total financial liabilities | 0 | 0 |
Level 2 | Fair Value on a Recurring Basis | ||
Financial assets | ||
Derivative asset - current | 1,849 | 1,348 |
Derivative asset - noncurrent | 5,810 | 157 |
Total financial assets | 7,659 | 1,505 |
Financial liabilities | ||
Derivative liability - current | 150,055 | 45,310 |
Derivative liability - noncurrent | 21,775 | 571 |
Share-based compensation liability - current | 7,835 | |
Share-based compensation liability - noncurrent | 9,630 | 6,324 |
Total financial liabilities | 181,460 | 60,040 |
Level 3 | Fair Value on a Recurring Basis | ||
Financial assets | ||
Derivative asset - current | 0 | 0 |
Derivative asset - noncurrent | 0 | 0 |
Total financial assets | 0 | 0 |
Financial liabilities | ||
Derivative liability - current | 0 | 0 |
Derivative liability - noncurrent | 0 | 0 |
Share-based compensation liability - current | 0 | |
Share-based compensation liability - noncurrent | 0 | 0 |
Total financial liabilities | $ 0 | $ 0 |
Derivative Financial Instrume_3
Derivative Financial Instruments - Open Crude Oil and Natural Gas Derivative Contracts (Details) | 3 Months Ended |
Mar. 31, 2022MMBTU$ / bbl$ / MMBTUbbl | |
Crude Oil, Q2 - Q4 2022 | Crude Oil | |
Derivative [Line Items] | |
Crude oil volume (Bbl) | bbl | 3,247,250 |
Weighted Average Price ($/Bbl / $/MMBtu) | $ / bbl | 65.96 |
Crude Oil, Q1 - Q4 2023 | Crude Oil | |
Derivative [Line Items] | |
Crude oil volume (Bbl) | bbl | 1,277,500 |
Weighted Average Price ($/Bbl / $/MMBtu) | $ / bbl | 76.20 |
Crude Oil Basis Swap, Q2 - Q4 2022 | Crude Oil | |
Derivative [Line Items] | |
Crude oil volume (Bbl) | bbl | 3,377,500 |
Weighted Average Price ($/Bbl / $/MMBtu) | $ / bbl | 0.51 |
Crude Oil Basis Swap, Q1 - Q4 2023 | Crude Oil | |
Derivative [Line Items] | |
Crude oil volume (Bbl) | bbl | 730,000 |
Weighted Average Price ($/Bbl / $/MMBtu) | $ / bbl | 0.49 |
Natural Gas, Q2 - Q4 2022 | Natural gas | |
Derivative [Line Items] | |
Natural gas volume (MMBtu) | MMBTU | 8,062,000 |
Weighted Average Price ($/Bbl / $/MMBtu) | $ / bbl | 3.55 |
Natural Gas, Q1-Q4 2023 | Natural gas | |
Derivative [Line Items] | |
Natural gas volume (MMBtu) | MMBTU | 3,670,000 |
Weighted Average Price ($/Bbl / $/MMBtu) | $ / bbl | 3.35 |
Natural Gas Basis Swap, Q2 - Q4 2022 | Natural gas | |
Derivative [Line Items] | |
Natural gas volume (MMBtu) | MMBTU | 5,500,000 |
Weighted Average Price ($/Bbl / $/MMBtu) | (0.33) |
Natural Gas Basis Swap, Q1 - Q4 2023 | Natural gas | |
Derivative [Line Items] | |
Natural gas volume (MMBtu) | MMBTU | 25,550,000 |
Weighted Average Price ($/Bbl / $/MMBtu) | $ / bbl | (1.28) |
Natural Gas Basis Swap Q1 - Q1 2024 | Natural gas | |
Derivative [Line Items] | |
Natural gas volume (MMBtu) | MMBTU | 25,620,000 |
Weighted Average Price ($/Bbl / $/MMBtu) | $ / bbl | (1.04) |
Crude Oil Costless Collar One Member - Q2 - Q4 2022 | Crude Oil | |
Derivative [Line Items] | |
Crude oil volume (Bbl) | bbl | 1,560,000 |
Derivative, ceiling price ($/Bbl / $/MMBtu) | 83.59 |
Derivative, floor price ($/Bbl / $/MMBtu) | 69.42 |
Crude Oil Costless Collar Q1 - Q4 2023 | Crude Oil | |
Derivative [Line Items] | |
Crude oil volume (Bbl) | bbl | 1,715,500 |
Derivative, ceiling price ($/Bbl / $/MMBtu) | 80.34 |
Derivative, floor price ($/Bbl / $/MMBtu) | 62.98 |
Natural Gas Costless Collar Q2 - Q4 2022 | Natural gas | |
Derivative [Line Items] | |
Natural gas volume (MMBtu) | MMBTU | 12,782,500 |
Derivative, ceiling price ($/Bbl / $/MMBtu) | 5.47 |
Derivative, floor price ($/Bbl / $/MMBtu) | 3.66 |
Natural Gas Costless Collar Q1 - Q4 2023 | Natural gas | |
Derivative [Line Items] | |
Natural gas volume (MMBtu) | MMBTU | 13,188,000 |
Derivative, ceiling price ($/Bbl / $/MMBtu) | 4.84 |
Derivative, floor price ($/Bbl / $/MMBtu) | 3.28 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Location and Fair Value Amounts of All Derivative Instruments (Details) - Derivatives Not Designated as Hedging Contracts - Commodity contracts - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Derivative asset - current | ||
Derivative Asset [Abstract] | ||
Gross recognized assets | $ 6,294 | $ 3,191 |
Gross amounts offset, assets | (4,445) | (1,843) |
Total financial assets | 1,849 | 1,348 |
Derivative liability - current | ||
Derivative Liability [Abstract] | ||
Gross recognized liabilities | 154,500 | 47,153 |
Gross amounts offset, liabilities | (4,445) | (1,843) |
Total financial liabilities | 150,055 | 45,310 |
Derivative asset - noncurrent | ||
Derivative Asset [Abstract] | ||
Gross recognized assets | 18,223 | 2,721 |
Gross amounts offset, assets | (12,413) | (2,564) |
Total financial assets | 5,810 | 157 |
Derivative liability - noncurrent | ||
Derivative Liability [Abstract] | ||
Gross recognized liabilities | 34,188 | 3,135 |
Gross amounts offset, liabilities | (12,413) | (2,564) |
Total financial liabilities | $ 21,775 | $ 571 |
Derivative Financial Instrume_5
Derivative Financial Instruments - Realized and Unrealized Gains and Losses on Derivative Instruments (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Realized loss | $ 31,686 | $ 10,905 |
(Loss) gain on derivative contracts, net | (151,480) | (33,263) |
Derivatives Not Designated as Hedging Contracts | (Loss) Gain On Derivative Contracts, Net | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Unrealized loss | (119,794) | (22,358) |
Realized loss | (31,686) | (10,905) |
(Loss) gain on derivative contracts, net | $ (151,480) | $ (33,263) |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) $ / shares in Units, $ in Thousands | Feb. 15, 2022USD ($)$ / sharesshares | Jan. 30, 2022USD ($)shares | Nov. 02, 2021USD ($)shares | Jul. 20, 2021USD ($)shares | Jan. 07, 2021USD ($)$ / sharesshares | Mar. 31, 2022USD ($)$ / shares | Mar. 31, 2022USD ($)$ / shares | Jun. 30, 2021USD ($)seller | Mar. 31, 2021USD ($) | Dec. 31, 2021$ / shares |
Business Acquisition [Line Items] | ||||||||||
Transaction costs | $ 10,742 | $ 2,106 | ||||||||
Class A Common Stock | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Share price (in dollars per share) | $ / shares | $ 12.85 | |||||||||
Bighorn Acquisition | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash consideration | $ 770,000 | |||||||||
Shares of earthstone class A common stock issued (in shares) | shares | 6,808,511 | |||||||||
Escrow deposit | $ 50,000 | |||||||||
Chisholm Acquisition | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Initial payment for asset acquisition | $ 307,500 | |||||||||
Subsequent payment for asset acquisition | $ 70,000 | |||||||||
Asset acquisition, percentage of voting interest acquired | 36.00% | |||||||||
Pro forma revenue | $ 37,800 | |||||||||
Pro forma operating expense | $ 14,400 | |||||||||
Chisholm Acquisition | Class A Common Stock | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Shares of earthstone class A common stock issued (in shares) | shares | 19,417,476 | |||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | |||||||||
Share price (in dollars per share) | $ / shares | $ 12.85 | |||||||||
Tracker And Sequel Aquisitions | Class A Common Stock | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Shares of earthstone class A common stock issued (in shares) | shares | 6,200,000 | |||||||||
Tracker Purchase Agreement | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash consideration | $ 18,800 | |||||||||
Shares of earthstone class A common stock issued (in shares) | shares | 4,700,000 | |||||||||
Tracker Purchase Agreement | Significant Shareholder | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Asset acquisition, percentage of voting interest acquired | 49.00% | |||||||||
Tracker Purchase Agreement | Class A Common Stock | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Shares of earthstone class A common stock issued (in shares) | shares | 4,700,000 | |||||||||
Sequel Purchase Agreement | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash consideration | $ 41,400 | |||||||||
Shares of earthstone class A common stock issued (in shares) | shares | 1,500,000 | |||||||||
Foreland Acquisition | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash consideration | $ 13,400 | |||||||||
Shares of earthstone class A common stock issued (in shares) | shares | 2,611,111 | |||||||||
Number of separate sellers | seller | 4 | |||||||||
Eagle Ford Acquisitions | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash consideration | $ 45,200 | |||||||||
B C C Acquisition | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash consideration | $ 20,500 | |||||||||
IRM Acquisition | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Net cash consideration | $ 140,500 | |||||||||
Transaction costs | $ 10,000 | |||||||||
IRM Acquisition | Class A Common Stock | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Earthstone Class A common stock price as of January 7, 2021 (in dollars per share) | $ / shares | $ 6.02 | |||||||||
Shares acquired (in shares) | shares | 12,719,594 | |||||||||
Eagle Ford Acquisitions | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number of separate sellers | seller | 4 |
Acquisitions - Business Acquisi
Acquisitions - Business Acquisitions, by Acquisition (Details) - IRM Acquisition $ / shares in Units, $ in Thousands | Jan. 07, 2021USD ($)$ / sharesshares |
Business Acquisition [Line Items] | |
Cash consideration | $ 140,507 |
Total consideration transferred | 217,079 |
Fair value of assets acquired: | |
Cash | 4,763 |
Other current assets | 11,524 |
Oil and gas properties | 224,112 |
Other non-current assets | 252 |
Amount attributable to assets acquired | 240,651 |
Fair value of liabilities assumed: | |
Derivative liability | 10,177 |
Other current liabilities | 5,196 |
Asset retirement obligation - noncurrent | 8,199 |
Amount attributable to liabilities assumed | $ 23,572 |
Class A Common Stock | |
Business Acquisition [Line Items] | |
Shares of Class A Common Stock issued (in shares) | shares | 12,719,594 |
Class A Common Stock price (in dollars per share) | $ / shares | $ 6.02 |
Class A Common Stock consideration | $ 76,572 |
Acquisitions - Asset Acquisitio
Acquisitions - Asset Acquisition (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 15, 2022 | Jul. 20, 2021 | Mar. 31, 2022 |
Asset Acquisition [Line Items] | |||
Other current liabilities | $ 1,853 | ||
Noncurrent liabilities - asset retirement obligations | $ 54 | ||
Chisholm Acquisition | |||
Asset Acquisition [Line Items] | |||
Cash consideration | 377,528 | ||
Total consideration transferred | 627,043 | ||
Oil and gas properties | 634,867 | ||
Amount attributable to assets acquired | 634,867 | ||
Noncurrent liabilities - asset retirement obligations | 5,971 | ||
Amount attributable to liabilities assumed | 7,824 | ||
Initial payment for asset acquisition | 307,500 | ||
Subsequent payment for asset acquisition | $ 70,000 | ||
Chisholm Acquisition | Class A Common Stock | |||
Asset Acquisition [Line Items] | |||
Shares of earthstone class A common stock issued (in shares) | 19,417,476 | ||
Class A common stock price (in dollar per share) | $ 12.85 | ||
Class A Common Stock consideration | $ 249,515 | ||
Tracker And Sequel Aquisitions | |||
Asset Acquisition [Line Items] | |||
Cash consideration | $ 60,159 | ||
Direct transaction costs | 1,715 | ||
Total consideration transferred | 123,688 | ||
Oil and gas properties | 124,288 | ||
Amount attributable to assets acquired | 124,288 | ||
Noncurrent liabilities - asset retirement obligations | 600 | ||
Amount attributable to liabilities assumed | $ 600 | ||
Tracker And Sequel Aquisitions | Class A Common Stock | |||
Asset Acquisition [Line Items] | |||
Shares of earthstone class A common stock issued (in shares) | 6,200,000 | ||
Class A common stock price (in dollar per share) | $ 9.97 | ||
Class A Common Stock consideration | $ 61,814 |
Acquisitions - Business Acqui_2
Acquisitions - Business Acquisition, Pro Forma Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | ||
Revenue | $ 232,155 | $ 133,854 |
Loss before taxes | (32,996) | (24,497) |
Net loss | (31,463) | (24,189) |
Less: Net loss attributable to noncontrolling interest | (11,159) | (10,823) |
Net loss attributable to Earthstone Energy, Inc. | $ (20,304) | $ (13,366) |
Basic (in dollars per share) | $ (0.32) | $ (0.20) |
Diluted (in dollars per share) | $ (0.32) | $ (0.20) |
Oil and Natural Gas Propertie_2
Oil and Natural Gas Properties - Narrative (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Oil And Natural Gas Properties [Line Items] | ||
Impairment of oil and gas properties | $ 0 | $ 0 |
Proved Oil And Natural Gas Properties | ||
Oil And Natural Gas Properties [Line Items] | ||
Depletion expenses | $ 34,100,000 | $ 24,200,000 |
Unproved Oil And Gas Properties | Minimum | ||
Oil And Natural Gas Properties [Line Items] | ||
Unproved oil and gas lease term | 3 years | |
Unproved Oil And Gas Properties | Maximum | ||
Oil And Natural Gas Properties [Line Items] | ||
Unproved oil and gas lease term | 5 years |
Oil and Natural Gas Propertie_3
Oil and Natural Gas Properties - Capital Expenditures Of Oil and Gas (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Oil And Natural Gas Properties [Line Items] | |
Total capital expenditures | $ 82,109 |
Drilling and completions | |
Oil And Natural Gas Properties [Line Items] | |
Total capital expenditures | 82,000 |
Leasehold costs | |
Oil And Natural Gas Properties [Line Items] | |
Total capital expenditures | $ 109 |
Noncontrolling Interest - Summa
Noncontrolling Interest - Summary of Changes in Noncontrolling Interest (Details) - shares | Jan. 07, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Class A Common Stock | |||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||
Outstanding, beginning balance (in shares) | 53,467,307 | ||
Outstanding, ending balance (in shares) | 73,440,800 | ||
IRM Acquisition | |||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||
EEH Units issued in connect with Acquisition (in shares) | 12,719,594 | ||
Earthstone Energy Holdings, LLC | |||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||
Outstanding, beginning balance (in shares) | 87,811,839 | ||
Outstanding, ending balance (in shares) | 107,712,566 | ||
Earthstone Energy Holdings, LLC | Restricted Stock Units And Performance Units | |||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||
EEH Units issued in connection with the vesting of restricted stock units and performance-based units (in shares) | 483,251 | ||
Earthstone Energy Holdings, LLC | Class A Common Stock | |||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||
EEH units and class B common stock converted to class A common stock (in shares) | 0 | ||
Earthstone Energy Holdings, LLC | IRM Acquisition | |||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||
EEH Units issued in connect with Acquisition (in shares) | 19,417,476 | ||
EEH Units Held By Earthstone and Lynden US | Earthstone Energy Holdings, LLC | |||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||
Outstanding, beginning balance (in shares) | 53,467,307 | ||
Outstanding, ending balance (in shares) | 73,440,800 | ||
EEH Units Held By Earthstone and Lynden US | Earthstone Energy Holdings, LLC | Restricted Stock Units And Performance Units | |||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||
EEH Units issued in connection with the vesting of restricted stock units and performance-based units (in shares) | 483,251 | ||
EEH Units Held By Earthstone and Lynden US | Earthstone Energy Holdings, LLC | Class A Common Stock | |||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||
EEH units and class B common stock converted to class A common stock (in shares) | 72,766 | ||
EEH Units Held By Earthstone and Lynden US | Earthstone Energy Holdings, LLC | IRM Acquisition | |||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||
EEH Units issued in connect with Acquisition (in shares) | 19,417,476 | ||
EEH Units Held By Earthstone and Lynden US | Earthstone Energy Holdings, LLC | |||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||
Percentage of EEH Units Held By Earthstone and Lynden | 68.20% | 60.90% | |
EEH Units Held By Others | Earthstone Energy Holdings, LLC | |||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||
Outstanding, beginning balance (in shares) | 34,344,532 | ||
Outstanding, ending balance (in shares) | 34,271,766 | ||
EEH Units Held By Others | Earthstone Energy Holdings, LLC | Restricted Stock Units And Performance Units | |||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||
EEH Units issued in connection with the vesting of restricted stock units and performance-based units (in shares) | 0 | ||
EEH Units Held By Others | Earthstone Energy Holdings, LLC | Class A Common Stock | |||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||
EEH units and class B common stock converted to class A common stock (in shares) | (72,766) | ||
EEH Units Held By Others | Earthstone Energy Holdings, LLC | IRM Acquisition | |||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||
EEH Units issued in connect with Acquisition (in shares) | 0 | ||
EEH Units Held By Others | Earthstone Energy Holdings, LLC | |||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||
Percentage of EEH Units Held By Others | 31.80% | 39.10% |
Net Loss Per Common Share - Rec
Net Loss Per Common Share - Reconciliation of Net Income (Loss) Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Net loss attributable to Earthstone Energy, Inc. | $ (33,478) | $ (5,833) |
Net loss per common share attributable to Earthstone Energy, Inc.: | ||
Basic (in dollars per share) | $ (0.53) | $ (0.14) |
Diluted (in dollars per share) | $ (0.53) | $ (0.14) |
Weighted average common shares outstanding | ||
Basic (in shares) | 63,445,649 | 42,778,916 |
Add potentially dilutive securities: | ||
Unvested restricted stock units (in shares) | 0 | 0 |
Unvested performance units (in shares) | 0 | 0 |
Diluted weighted average common shares outstanding (in shares) | 63,445,649 | 42,778,916 |
Net Loss Per Common Share - Nar
Net Loss Per Common Share - Narrative (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in share) | 1,099,800 | 1,099,800 |
Net income (loss) attributable to noncontrolling interest | $ (18,399,000) | $ (4,723,000) |
Class B Common Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Net income (loss) attributable to noncontrolling interest | $ (18,400,000) | (4,700,000) |
Dilutive securities, effect on earnings per share | $ 0 |
Common Stock (Details)
Common Stock (Details) - USD ($) $ in Thousands | Feb. 15, 2022 | Jan. 07, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Capital Unit [Line Items] | |||||
Shares issued in connection with Acquisition | $ 249,515 | $ 76,572 | |||
IRM Acquisition | |||||
Capital Unit [Line Items] | |||||
EEH Units issued in connect with Acquisition (in shares) | 12,719,594 | ||||
Shares issued in connection with Acquisition | $ 76,600 | ||||
Member Units | Bold Contribution Agreement | |||||
Capital Unit [Line Items] | |||||
Stock conversion (in shares) | 1 | ||||
Class A Common Stock | |||||
Capital Unit [Line Items] | |||||
Common stock, shares issued (in shares) | 73,440,800 | 53,467,307 | |||
Common stock, shares outstanding (in shares) | 73,440,800 | 53,467,307 | |||
Class A Common Stock | Chisholm Acquisition | |||||
Capital Unit [Line Items] | |||||
EEH Units issued in connect with Acquisition (in shares) | 19,417,476 | ||||
Shares issued in connection with Acquisition | $ 249,500 | ||||
Class A Common Stock | Bold Contribution Agreement | |||||
Capital Unit [Line Items] | |||||
Stock conversion (in shares) | 1 | ||||
Class A Common Stock | 2014 Plan | |||||
Capital Unit [Line Items] | |||||
Common shares issued during period under stock plan (in shares) | 770,143 | 721,259 | |||
Common stock repurchased (in shares) | 286,892 | 257,764 | |||
Class B Common Stock | |||||
Capital Unit [Line Items] | |||||
Common stock, shares issued (in shares) | 34,271,766 | 34,344,532 | |||
Common stock, shares outstanding (in shares) | 34,271,766 | 34,344,532 | |||
EEH units and class B common stock converted to class A common stock (in shares) | 72,766 | 578,031 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 01, 2022 | Jan. 31, 2022 | Jan. 27, 2021 | Jan. 28, 2019 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Restricted Stock Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Performance-based restricted stock granted (in shares) | 393,515 | ||||||
Weighted average fair value per share (in dollars per share) | $ 8.68 | $ 5.91 | |||||
Vested in period (in shares) | 162,018 | ||||||
Performance Stock Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Performance-based restricted stock granted (in shares) | 472,485 | ||||||
Weighted average fair value per share (in dollars per share) | $ 10.20 | $ 8.42 | |||||
Share-based compensation liability related to PSUs | $ 9.6 | $ 6.3 | |||||
Vested in period (in shares) | 608,125 | ||||||
Performance Stock Units | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Relative total shareholder return, percentage | 200.00% | ||||||
Performance Stock Units | Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Relative total shareholder return, percentage | 0.00% | ||||||
2014 Plan | Restricted Stock Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares authorized to be issued under the plan (in shares) | 12,000,000 | ||||||
Unrecognized compensation expense related to unvested stock | $ 8.6 | ||||||
Weighted average remaining vesting period of unrecognized compensation expense | 1 year 1 month 13 days | ||||||
Stock-based compensation expense | $ 1.2 | $ 1.5 | |||||
2014 Plan | Performance Stock Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ 4.6 | $ 1.8 | |||||
Performance-based restricted stock granted (in shares) | 472,485 | 1,099,800 | 669,550 | ||||
Risk-free interest rate | 1.40% | ||||||
Expected volatility (as a percent) | 86.00% | ||||||
Weighted average fair value per share (in dollars per share) | $ 19.42 | ||||||
Vested in period (in shares) | 608,125 | ||||||
Settlement rate | 197.00% | ||||||
Settlement rate in common stock | 100.00% | ||||||
Unrecognized compensation expense related to PSU awards | $ 24.5 | ||||||
Remaining vesting period of unrecognized compensation expense (in years) | 1 year 21 days | ||||||
2014 Plan | Class A Common Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Issuance of shares of class A common stock (in shares) | 608,125 | ||||||
Bold Contribution Agreement | 2014 Plan | Restricted Stock Units | Class A Common Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares of common stock that each holder has contingent right to receive (in shares) | 1 |
Stock-Based Compensation - Unve
Stock-Based Compensation - Unvested RSU and PSU Award Activity (Details) | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Restricted Stock Units | |
Shares | |
Unvested at beginning period (in shares) | shares | 771,817 |
Granted (in shares) | shares | 393,515 |
Forfeited (in shares) | shares | (3,033) |
Vested (in shares) | shares | (162,018) |
Unvested at end period (in shares) | shares | 1,000,281 |
Weighted-Average Grant Date Fair Value | |
Unvested at beginning of period, weighted-average grant date fair value (in dollars per share) | $ / shares | $ 5.91 |
Granted, weighted-average grant date fair value (in dollars per share) | $ / shares | 13.63 |
Forfeited, weighted-average grant date fair value (in dollars per share) | $ / shares | 6.43 |
Vested, weighted-average grant date fair value (in dollars per share) | $ / shares | 7.55 |
Unvested at end of period, Weighted-Average Grant Date Fair Value (in dollars per share) | $ / shares | $ 8.68 |
Performance Stock Units | |
Shares | |
Unvested at beginning period (in shares) | shares | 2,751,725 |
Granted (in shares) | shares | 472,485 |
Vested (in shares) | shares | (608,125) |
Unvested at end period (in shares) | shares | 2,616,085 |
Weighted-Average Grant Date Fair Value | |
Unvested at beginning of period, weighted-average grant date fair value (in dollars per share) | $ / shares | $ 8.42 |
Granted, weighted-average grant date fair value (in dollars per share) | $ / shares | 19.42 |
Vested, weighted-average grant date fair value (in dollars per share) | $ / shares | 9.30 |
Unvested at end of period, Weighted-Average Grant Date Fair Value (in dollars per share) | $ / shares | $ 10.20 |
Stock-Based Compensation - Tota
Stock-Based Compensation - Total Shareholder Return Goals (Details) - Performance Stock Units | 3 Months Ended |
Mar. 31, 2022 | |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Earthstone’s Annualized TSR | 8.40% |
23.9% or greater | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Earthstone’s Annualized TSR | 23.90% |
23.9% or greater | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
TSR Multiplier | 200.00% |
0.145 | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Earthstone’s Annualized TSR | 14.50% |
0.145 | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
TSR Multiplier | 100.00% |
7.7% | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Earthstone’s Annualized TSR | 8.40% |
7.7% | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
TSR Multiplier | 50.00% |
Less than 8.4% | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
TSR Multiplier | 0.00% |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) | Apr. 12, 2022 | Jan. 30, 2022 | Nov. 21, 2019 | Mar. 31, 2022 | Mar. 31, 2021 | Apr. 14, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | |||||||
Long-term debt outstanding | $ 624,229,000 | $ 320,000,000 | |||||
Amortization of deferred financing costs | 627,000 | $ 141,000 | |||||
EEH Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Current borrowing base under EEH credit agreement | $ 825,000,000 | 650,000,000 | |||||
Line of credit, borrowing base | 1,325,000,000 | ||||||
Potential increase (decrease) in maximum borrowing capacity | $ 500,000,000 | ||||||
Increase in interest rate on outstanding borrowings | 0.50% | ||||||
Credit agreement, covenant, current ratio | 1 | ||||||
Credit agreement, covenant, leverage ratio | 3.5 | ||||||
Long-term debt outstanding | $ 624,200,000 | $ 320,000,000 | |||||
Long-term debt, percentage bearing annual interest rate | 3.812% | ||||||
Additional borrowing base available under credit agreement | $ 200,800,000 | ||||||
Amount of borrowings | 582,500,000 | ||||||
Repayments of borrowings | $ 278,300,000 | ||||||
Averaged interest rate on borrowings | 3.67% | 3.19% | |||||
Commitment fees on borrowings | $ 200,000 | $ 300,000 | |||||
Amortization of deferred financing costs | 600,000 | 100,000 | |||||
Capitalized costs associated with borrowings | $ 5,900,000 | $ 0 | |||||
EEH Credit Agreement | Subsequent Event | |||||||
Debt Instrument [Line Items] | |||||||
Current borrowing base under EEH credit agreement | $ 800,000,000 | ||||||
8.000% Senior Notes Due 2027 | Senior Notes | Subsequent Event | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 550,000,000 | ||||||
Interest rate, stated percentage | 8.00% | ||||||
Proceeds from issuance of debt, net | $ 540,400,000 | ||||||
Minimum | EEH Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Applicable margin percentage | 1.50% | ||||||
Commitment fee percentage | 0.375% | ||||||
Maximum | EEH Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Applicable margin percentage | 3.25% | ||||||
Commitment fee percentage | 0.50% | ||||||
Federal Funds Rate | EEH Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Applicable margin percentage | 0.50% | ||||||
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | EEH Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Applicable margin percentage | 1.00% | ||||||
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Minimum | EEH Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Applicable margin percentage | 2.50% | ||||||
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Maximum | EEH Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Applicable margin percentage | 4.25% |
Asset Retirement Obligations (D
Asset Retirement Obligations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | ||
Beginning asset retirement obligations | $ 15,866 | |
Liabilities incurred | 54 | |
Liabilities settled | (201) | |
Acquisitions | 5,971 | |
Accretion expense | 397 | $ 290 |
Revision of estimates | 31 | |
Ending asset retirement obligations | $ 22,118 |
Related Party Transactions (Det
Related Party Transactions (Details) $ / shares in Units, $ in Thousands | Apr. 14, 2022USD ($)shares | Feb. 15, 2022USD ($)shares | Jan. 30, 2022USD ($)$ / sharesshares | Jul. 20, 2021USD ($)shares | Jun. 30, 2021USD ($)seller | Mar. 31, 2022USD ($)$ / shares | Dec. 31, 2021USD ($)$ / shares | Mar. 31, 2021USD ($) |
Related Party Transaction [Line Items] | ||||||||
Deferred acquisition payment - Chisholm | $ 70,000 | $ 0 | $ 0 | |||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||||||
Subsequent Event | ||||||||
Related Party Transaction [Line Items] | ||||||||
Payments of stock issuance costs | $ 200 | |||||||
Eagle Ford Acquisitions | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total consideration transferred | $ 45,200 | |||||||
Number of separate sellers | seller | 4 | |||||||
Eagle Ford, Seller One | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total consideration transferred | $ 8,200 | |||||||
Class A Common Stock | Securities Purchase Agreement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Sale of stock, price per share | $ / shares | $ 11.10 | |||||||
Preferred stock, conversion ratio | 90.0900900900901 | |||||||
Class A Common Stock | Subsequent Event | ||||||||
Related Party Transaction [Line Items] | ||||||||
Preferred stock, conversion ratio | 90.0900900900901 | |||||||
Convertible Preferred Stock | Securities Purchase Agreement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Sale of stock, number of shares issued in transaction (in shares) | shares | 280,000 | |||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | |||||||
Sale of stock, proceeds received on transaction | $ 280,000 | |||||||
Sale of stock, price per share | $ / shares | $ 1,000 | |||||||
Convertible Preferred Stock | Subsequent Event | ||||||||
Related Party Transaction [Line Items] | ||||||||
Sale of stock, number of shares issued in transaction (in shares) | shares | 280,000 | |||||||
Sale of stock, proceeds received on transaction | $ 280,000 | |||||||
Preferred stock, dividend rate, percentage | 8.00% | |||||||
En Cap And Affiliates | Securities Purchase Agreement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Sale of stock, percentage of ownership after transaction | 61.60% | |||||||
Preferred stock, dividend rate, percentage | 8.00% | |||||||
Chisholm Acquisition | ||||||||
Related Party Transaction [Line Items] | ||||||||
Cash consideration | $ 377,528 | |||||||
Asset acquisition, ownership percentage before acquisition | 25.00% | |||||||
Asset acquisition, percentage of voting interest acquired | 36.00% | |||||||
Chisholm Acquisition | EEH Credit Agreement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Cash consideration | $ 377,500 | |||||||
Chisholm Acquisition | Class A Common Stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Shares of Class A Common Stock issued (in shares) | shares | 19,417,476 | |||||||
Tracker And Sequel Aquisitions | ||||||||
Related Party Transaction [Line Items] | ||||||||
Cash consideration | $ 60,159 | |||||||
Tracker And Sequel Aquisitions | Class A Common Stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Shares of Class A Common Stock issued (in shares) | shares | 6,200,000 | |||||||
Tracker Purchase Agreement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Cash consideration | $ 18,800 | |||||||
Shares of Class A Common Stock issued (in shares) | shares | 4,700,000 | |||||||
Tracker Purchase Agreement | Class A Common Stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Shares of Class A Common Stock issued (in shares) | shares | 4,700,000 | |||||||
Tracker Purchase Agreement | Significant Shareholder | ||||||||
Related Party Transaction [Line Items] | ||||||||
Asset acquisition, percentage of voting interest acquired | 49.00% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 15, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Income Tax Disclosure [Line Items] | ||||
Annual limitation of operating loss carryforwards | $ 10,100 | |||
Accrued income taxes, current | $ 600 | $ 800 | ||
Income tax expense (benefit) | (1,533) | $ (308) | ||
Deferred income taxes | (1,327) | (308) | ||
Class A Common Stock | ||||
Income Tax Disclosure [Line Items] | ||||
Share price (in dollars per share) | $ 12.85 | |||
Chisholm Acquisition | Class A Common Stock | ||||
Income Tax Disclosure [Line Items] | ||||
EEH Units issued in connect with Acquisition (in shares) | 19,417,476 | |||
Share price (in dollars per share) | $ 12.85 | |||
Lynden US | ||||
Income Tax Disclosure [Line Items] | ||||
Deferred income taxes | (700) | |||
Earthstone Energy Holdings, LLC | ||||
Income Tax Disclosure [Line Items] | ||||
Income tax expense (benefit) | (6,600) | (1,200) | ||
Deferred income taxes | (200) | |||
Earthstone Energy Holdings, LLC | Texas Margin Tax | ||||
Income Tax Disclosure [Line Items] | ||||
Deferred income taxes | $ (800) | $ (100) |
Subsequent Events (Details)
Subsequent Events (Details) | Apr. 14, 2022USD ($)$ / sharesshares | Apr. 12, 2022USD ($) | Jan. 30, 2022USD ($)shares |
Bighorn Acquisition | |||
Subsequent Event [Line Items] | |||
Cash consideration | $ 770,000,000 | ||
Shares of earthstone class A common stock issued (in shares) | shares | 6,808,511 | ||
Subsequent Event | Bighorn Acquisition | |||
Subsequent Event [Line Items] | |||
Cash consideration | $ 638,900,000 | ||
Shares of earthstone class A common stock issued (in shares) | shares | 5,650,977 | ||
Senior Notes | Subsequent Event | 8.000% Senior Notes Due 2027 | |||
Subsequent Event [Line Items] | |||
Debt instrument, face amount | $ 550,000,000 | ||
Interest rate, stated percentage | 8.00% | ||
Proceeds from issuance of debt, net | $ 540,400,000 | ||
Convertible Preferred Stock | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Sale of stock, number of shares issued in transaction (in shares) | shares | 280,000 | ||
Sale of stock, proceeds received on transaction | $ 280,000,000 | ||
Preferred stock, dividend rate, percentage | 8.00% | ||
Preferred stock, liquidation preference per share (in dollars per share) | $ / shares | $ 1,000 | ||
Class A Common Stock | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Preferred stock, conversion ratio | 90.0900900900901 |