Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | Apr. 25, 2023 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
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, $0.001 par value per share | |
Trading Symbol | ESTE | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0000010254 | |
Current Fiscal Year End Date | --12-31 | |
Class A Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 106,197,674 | |
Class B Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 34,259,641 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 0 | $ 0 |
Accounts receivable: | ||
Oil, natural gas, and natural gas liquids revenues | 133,633 | 161,531 |
Joint interest billings and other, net of allowance of $19 and $19 at March 31, 2023 and December 31, 2022, respectively | 27,518 | 34,549 |
Derivative asset | 14,444 | 31,331 |
Prepaid expenses and other current assets | 24,658 | 18,854 |
Total current assets | 200,253 | 246,265 |
Oil and gas properties, successful efforts method: | ||
Proved properties | 4,195,206 | 3,987,901 |
Unproved properties | 282,228 | 282,589 |
Land | 5,482 | 5,482 |
Total oil and gas properties | 4,482,916 | 4,275,972 |
Accumulated depreciation, depletion and amortization | (729,318) | (619,196) |
Net oil and gas properties | 3,753,598 | 3,656,776 |
Other noncurrent assets: | ||
Office and other equipment, net of accumulated depreciation and amortization of $5,657 and $5,273 at March 31, 2023 and December 31, 2022, respectively | 5,571 | 5,394 |
Derivative asset | 73 | 9,117 |
Operating lease right-of-use assets | 6,573 | 4,569 |
Other noncurrent assets | 17,407 | 15,280 |
TOTAL ASSETS | 3,983,475 | 3,937,401 |
Current liabilities: | ||
Accounts payable | 40,148 | 91,815 |
Revenues and royalties payable | 194,900 | 163,368 |
Accrued expenses | 123,704 | 80,942 |
Asset retirement obligation | 881 | 948 |
Derivative liability | 3,864 | 14,053 |
Advances | 8,242 | 7,312 |
Operating lease liabilities | 890 | 842 |
Finance lease liabilities | 880 | 802 |
Other current liabilities | 11,447 | 16,202 |
Total current liabilities | 384,956 | 376,284 |
Noncurrent liabilities: | ||
Long-term debt, net | 991,855 | 1,053,879 |
Deferred tax liability | 156,937 | 138,336 |
Asset retirement obligation | 29,941 | 29,611 |
Derivative liability | 3,698 | 0 |
Operating lease liabilities | 3,758 | 3,889 |
Finance lease liabilities | 865 | 876 |
Other noncurrent liabilities | 3,735 | 10,509 |
Total noncurrent liabilities | 1,190,789 | 1,237,100 |
Commitments and Contingencies (Note 13) | ||
Equity: | ||
Preferred stock | 0 | 0 |
Additional paid-in capital | 1,343,965 | 1,346,463 |
Retained earnings | 353,259 | 292,711 |
Total Earthstone Energy, Inc. equity | 1,697,364 | 1,639,314 |
Noncontrolling interest | 710,366 | 684,703 |
Total equity | 2,407,730 | 2,324,017 |
TOTAL LIABILITIES AND EQUITY | 3,983,475 | 3,937,401 |
Class A Common Stock | ||
Equity: | ||
Common stock | 106 | 106 |
Class B Common Stock | ||
Equity: | ||
Common stock | $ 34 | $ 34 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Joint interest billings and other, allowance | $ 19 | $ 19 |
Office and other equipment, accumulated depreciation and amortization | $ 5,657 | $ 5,273 |
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 |
Common stock, shares outstanding (in shares) | 140,600,000 | |
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) | 106,303,568 | 105,547,139 |
Common stock, shares outstanding (in shares) | 106,303,568 | 105,547,139 |
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) | 34,259,641 | 34,259,641 |
Common stock, shares outstanding (in shares) | 34,259,641 | 34,259,641 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
REVENUES | ||
Total revenues | $ 413,136 | $ 196,150 |
OPERATING COSTS AND EXPENSES | ||
Lease operating expense | 87,978 | 21,631 |
Production and ad valorem taxes | 33,153 | 13,315 |
Depreciation, depletion and amortization | 110,750 | 34,326 |
General and administrative expense | 17,579 | 12,306 |
Transaction costs | 193 | 10,742 |
Accretion of asset retirement obligations | 629 | 397 |
Exploration expense | 466 | 92 |
Total operating costs and expenses | 250,748 | 92,809 |
Loss on sale of oil and gas properties | (3,140) | 0 |
Income from operations | 159,248 | 103,341 |
OTHER INCOME (EXPENSE) | ||
Interest expense, net | (22,856) | (5,318) |
Write-off of deferred financing costs | (5,109) | 0 |
Loss on derivative contracts, net | (26,464) | (151,480) |
Other income, net | (7) | 47 |
Total other income (expense) | (54,436) | (156,751) |
Income (loss) before income taxes | 104,812 | (53,410) |
Income tax (expense) benefit | (18,601) | 1,533 |
Net income (loss) | 86,211 | (51,877) |
Less: Net income (loss) attributable to noncontrolling interest | 25,663 | (18,399) |
Net income (loss) attributable to Earthstone Energy, Inc. | $ 60,548 | $ (33,478) |
Net income (loss) per common share attributable to Earthstone Energy, Inc.: | ||
Basic (in dollars per share) | $ 0.57 | $ (0.53) |
Diluted (in dollars per share) | $ 0.56 | $ (0.53) |
Weighted average common shares outstanding: | ||
Basic (in shares) | 105,972,734 | 63,445,649 |
Diluted (in shares) | 107,525,017 | 63,445,649 |
Oil | ||
REVENUES | ||
Total revenues | $ 317,378 | $ 137,752 |
Natural gas | ||
REVENUES | ||
Total revenues | 30,018 | 22,958 |
Natural gas liquids | ||
REVENUES | ||
Total revenues | $ 65,740 | $ 35,440 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Equity (Unaudited) - USD ($) $ in Thousands | Total | Total Earthstone Energy, Inc. Equity | Common Stock Class A Common Stock | Common Stock Class B Common Stock | Additional Paid-in Capital | Retained Earnings | Noncontrolling Interest |
Beginning balance (in shares) at Dec. 31, 2021 | 53,467,307 | 34,344,532 | |||||
Beginning balance at Dec. 31, 2021 | $ 1,046,261 | $ 558,494 | $ 53 | $ 34 | $ 718,181 | $ (159,774) | $ 487,767 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock-based compensation expense | 2,301 | 2,301 | 2,301 | ||||
Shares issued in connection with Acquisition (in shares) | 19,417,476 | ||||||
Shares issued in connection with Chisholm Acquisition | 249,515 | 249,515 | $ 19 | 249,496 | |||
Vesting of restricted stock units, net of taxes paid (in shares) | 483,251 | ||||||
Vesting of restricted stock units, net of taxes paid | 0 | $ 1 | (1) | ||||
Class A Shares 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 | |||||
Class B Common Stock converted to Class A Common Stock | 0 | 1,014 | 1,014 | (1,014) | |||
Net income (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 | 773,948 | $ 73 | $ 34 | 967,093 | (193,252) | 468,354 |
Beginning balance (in shares) at Dec. 31, 2022 | 105,547,139 | 34,259,641 | |||||
Beginning balance at Dec. 31, 2022 | 2,324,017 | 1,639,314 | $ 106 | $ 34 | 1,346,463 | 292,711 | 684,703 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock-based compensation expense | 3,844 | 3,844 | 3,844 | ||||
Vesting of restricted stock units, net of taxes paid (in shares) | 756,429 | ||||||
Vesting of restricted stock units, net of taxes paid | 0 | ||||||
Class A Shares retained by the Company in exchange for payment of recipient mandatory tax withholdings (in shares) | 460,473 | ||||||
Class A Shares retained by the Company in exchange for payment of recipient mandatory tax withholdings | (6,342) | (6,342) | (6,342) | ||||
Cancellation of treasury shares (in shares) | (460,473) | ||||||
Net income (loss) | 86,211 | 60,548 | 60,548 | 25,663 | |||
Ending balance (in shares) at Mar. 31, 2023 | 106,303,568 | 34,259,641 | |||||
Ending balance at Mar. 31, 2023 | $ 2,407,730 | $ 1,697,364 | $ 106 | $ 34 | $ 1,343,965 | $ 353,259 | $ 710,366 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 86,211 | $ (51,877) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation, depletion and amortization | 110,750 | 34,326 |
Accretion of asset retirement obligations | 629 | 397 |
Settlement of asset retirement obligations | (539) | (201) |
Loss on sale of oil and gas properties | 3,140 | 0 |
Gain on sale of office and other equipment | (33) | (22) |
Total loss on derivative contracts, net | 26,464 | 151,480 |
Operating portion of net cash paid in settlement of derivative contracts | (7,025) | (31,686) |
Stock-based compensation - equity and liability awards | 4,618 | 5,830 |
Deferred income taxes | 18,601 | (1,327) |
Write-off of deferred financing costs | 5,109 | 0 |
Amortization of deferred financing costs | 1,769 | 627 |
Changes in assets and liabilities: | ||
(Increase) decrease in accounts receivable | 34,955 | (48,735) |
(Increase) decrease in prepaid expenses and other current assets | (5,752) | (1,896) |
Increase (decrease) in accounts payable and accrued expenses | (53,028) | 18,254 |
Increase (decrease) in revenues and royalties payable | 31,532 | 14,932 |
Increase (decrease) in advances | 929 | (7,100) |
Net cash provided by operating activities | 258,330 | 83,002 |
Cash flows from investing activities: | ||
Acquisition of oil and gas properties, net of cash acquired | (737) | (324,198) |
Additions to oil and gas properties | (181,569) | (55,925) |
Additions to office and other equipment | (291) | (590) |
Proceeds from sales of oil and gas properties | 1,843 | 0 |
Net cash used in investing activities | (180,754) | (380,713) |
Cash flows from financing activities: | ||
Proceeds from borrowings under Credit Agreement | 958,360 | 582,498 |
Repayments of borrowings under Credit Agreement | (776,338) | (278,269) |
Repayment of term loan | (250,000) | 0 |
Cash paid related to the exchange and cancellation of Class A Common Stock | (6,342) | (3,898) |
Cash paid for finance leases | (204) | 0 |
Deferred financing costs | (3,052) | (6,151) |
Net cash (used in) provided by financing activities | (77,576) | 294,180 |
Net decrease in cash | 0 | (3,531) |
Cash at beginning of period | 0 | 4,013 |
Cash at end of period | $ 0 | $ 482 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
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”), collectively own a 75.6% interest in EEH. The Company consolidates the financial results of EEH and presents a noncontrolling interest in the Condensed Consolidated Financial Statements representing the economic interests of EEH’s members other than Earthstone and Lynden US. Each of the outstanding shares of Class A common stock, $0.001 par value per share of Earthstone (the “Class A Common Stock”), has a corresponding unit of limited liability company interests denominated as a common unit in EEH (an “EEH Unit”). Each of the outstanding shares of Class B common stock, $0.001 par value per share of Earthstone (the “Class B Common Stock” and with the Class A Common Stock, “Common Stock”), has a corresponding EEH Unit and collectively represent the noncontrolling interests in the Condensed Consolidated Financial Statements. At any time, at the holder’s discretion, a holder of an EEH Unit and a share of Class B Common Stock may receive a share of Class A Common Stock in exchange for an EEH Unit and a corresponding share of Class B Common Stock, resulting in the immediate cancellation of both the EEH Unit and share of Class B Common Stock exchanged. As of March 31, 2023, outstanding common shares of Earthstone, along with the equal number of corresponding outstanding EEH Units, were approximately 140.6 million, consisting of 106.3 million shares of Class A Common Stock and 34.3 million shares of Class B Common Stock. 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 2022 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 as of December 31, 2022 is derived from the audited Condensed Consolidated Financial Statements at that date. |
Noncontrolling Interest
Noncontrolling Interest | 3 Months Ended |
Mar. 31, 2023 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest | Noncontrolling InterestEarthstone 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 income (loss) attributable to noncontrolling interest in the Condensed Consolidated Statements of Operations for the three months ended March 31, 2023 and 2022 represents the portion of net income (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, 2023 and December 31, 2022 represents the portion of net assets of the Company attributable to the members of EEH other than Earthstone and Lynden US. The following table presents the changes in noncontrolling interest for the three months ended March 31, 2023: EEH Units Held % EEH Units Held % Total EEH As of December 31, 2022 105,547,139 75.5 % 34,259,641 24.5 % 139,806,780 EEH Units issued in connection with the vesting of restricted stock units and performance-based units 756,429 — 756,429 As of March 31, 2023 106,303,568 75.6 % 34,259,641 24.4 % 140,563,209 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Financial Accounting Standards Board (“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. FASB ASC Topic 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 FASB ASC Topic 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, 2023. 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 fixed price swaps, basis swaps, costless collars and deferred premium put options. The Company’s commodity price hedges are valued based on discounted future cash flow models that are primarily based on published forward commodity price 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, 2023. 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, 2023 Level 1 Level 2 Level 3 Total Financial assets Derivative asset - current $ — $ 14,444 $ — $ 14,444 Derivative asset - noncurrent — 73 — 73 Total financial assets $ — $ 14,517 $ — $ 14,517 Financial liabilities Derivative liability - current $ — $ 3,864 $ — $ 3,864 Derivative liability - noncurrent — 3,698 — 3,698 Share-based compensation liability - current — 9,563 — 9,563 Share-based compensation liability - noncurrent — 1,440 — 1,440 Total financial liabilities $ — $ 18,565 $ — $ 18,565 December 31, 2022 Financial assets Derivative asset - current $ — $ 31,331 $ — $ 31,331 Derivative asset - noncurrent — 9,117 — 9,117 Total financial assets $ — $ 40,448 $ — $ 40,448 Financial liabilities Derivative liability - current $ — $ 14,053 $ — $ 14,053 Share-based compensation liability - current — 14,411 — 14,411 Share-based compensation liability - noncurrent — 10,357 — 10,357 Total financial liabilities $ — $ 38,821 $ — $ 38,821 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, 2023. See further discussion in Note 6. Oil and Natural Gas Properties . Items Not Recorded at Fair Value The carrying amounts reported on the unaudited consolidated balance sheets for cash, accounts receivable, prepaid expenses, other current assets accounts payable, revenues and royalties payable, accrued expenses and other current liabilities approximate their fair values. |
Derivative Financial Instrument
Derivative Financial Instruments | 3 Months Ended |
Mar. 31, 2023 | |
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, costless collars and deferred premium put options. 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. A deferred premium put option represents a bought floor except, unlike a standard put option, the premium is not paid until the expiration of the option. Consistent with its hedging policy, the Company has entered into a series of derivative instruments to hedge a portion of its expected oil and natural gas production through December 31, 2024 and maintains certain natural gas basis swaps through December 31, 2025. 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. The Company’s derivative instruments are cash flow hedge transactions in which it is hedging the variability of cash flow related to a forecasted transaction. 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 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 following table sets forth the Company's open crude oil and natural gas derivative contracts as of March 31, 2023. When aggregating multiple contracts, the weighted average contract price is disclosed. Price Swaps Period Commodity Volume Weighted Average Price Q2 - Q4 2023 Crude Oil 1,237,500 $ 76.94 Q2 - Q4 2023 Crude Oil Basis Swap (1) 7,103,500 $ 0.92 Q2 - Q4 2023 Natural Gas 3,437,500 $ 3.35 Q2 - Q4 2023 Natural Gas Basis Swap (2) 38,500,000 $ (1.67) Q1 - Q4 2024 Natural Gas Basis Swap (2) 36,600,000 $ (1.05) Q1 - Q4 2025 Natural Gas Basis Swap (2) 14,600,000 $ (0.74) (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 Bought Floor Sold Ceiling Q2 - Q4 2023 Crude Oil Costless Collar 2,117,500 $ 62.47 $ 87.56 Q2 - Q4 2023 Natural Gas Costless Collar 14,797,500 $ 3.37 $ 5.61 Deferred Premium Puts Period Commodity Volume $/Bbl (Put Price) $/Bbl (Net of Premium) Q2 - Q4 2023 Crude Oil 1,364,500 $ 69.67 $ 64.24 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, 2023 December 31, 2022 Derivatives not Balance Sheet Location Gross Gross Net Gross Gross Net Commodity contracts Derivative asset - current $ 34,046 $ (19,602) $ 14,444 $ 51,803 $ (20,472) $ 31,331 Commodity contracts Derivative liability - current $ 23,466 $ (19,602) $ 3,864 $ 34,525 $ (20,472) $ 14,053 Commodity contracts Derivative asset - noncurrent $ 462 $ (389) $ 73 $ 9,117 $ — $ 9,117 Commodity contracts Derivative liability - noncurrent $ 4,087 $ (389) $ 3,698 $ — $ — $ — 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 2023 2022 Unrealized loss Not separately presented Not separately presented $ (19,439) $ (119,794) Realized loss Operating portion of net cash paid in settlement of derivative contracts Not separately presented (7,025) (31,686) Total (gain) loss on derivative contracts, net Gain (loss) on derivative contracts, net $ (26,464) $ (151,480) |
Acquisitions and Divestitures
Acquisitions and Divestitures | 3 Months Ended |
Mar. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions and Divestitures | Acquisitions and Divestitures Titus Agreement On June 27, 2022, Earthstone and EEH, together as buyer, and Titus Oil & Gas Production, LLC, a Delaware limited liability company, Titus Oil & Gas Corporation, a Delaware corporation, Lenox Minerals, LLC, a Delaware limited liability company and Lenox Mineral Title Holdings, Inc., a Delaware corporation (collectively, “Titus I”), as seller, entered into a purchase and sale agreement (the “Titus I Purchase Agreement”) which provided that EEH or its designated wholly-owned subsidiary would acquire (the “Titus I Acquisition”) interests in oil and gas leases and related property of Titus I located in the Northern Delaware Basin of New Mexico (the “Titus I Assets”). Also on June 27, 2022, Earthstone and EEH, as buyer, and Titus Oil & Gas Production II, LLC, a Delaware limited liability company, Lenox Minerals II, LLC, a Delaware limited liability company and Lenox Mineral Holdings II, Inc., a Delaware limited liability company (collectively, “Titus II” and together with Titus I, “Titus”), as seller, entered into a purchase and sale agreement (the “Titus II Purchase Agreement” and together with the Titus I Purchase Agreement, the “Titus Purchase Agreements”) which provided that EEH or its designated wholly-owned subsidiary would acquire (the “Titus II Acquisition” and together with the Titus I Acquisition, the “Titus Acquisition”) interests in oil and gas leases and related property of Titus II located in the Northern Delaware Basin of New Mexico (the “Titus II Assets” and together with the Titus I Assets, the “Titus Assets”). On August 10, 2022, the transactions contemplated in the Titus Purchase Agreements were consummated whereby EEH acquired the Titus Assets for aggregate consideration of approximately $568.5 million in cash, net of customary purchase price adjustments, and 3,857,015 shares Class A Common Stock (the “Titus Acquisition”). The Titus Acquisition was accounted for as an asset acquisition. The consideration paid by us and allocation of that amount to the underlying assets acquired, on a relative fair value basis, was recorded on our books as of the date of the closing of the Titus Acquisition. Additionally, costs directly related to the Titus Acquisition were capitalized as a component of the purchase price. The consideration transferred, assets acquired and liabilities assumed by the Company were recorded as follows (in thousands, except share amounts and stock price): Consideration: Shares of Class A Common Stock issued 3,857,015 Class A Common Stock price as of August 10, 2022 $ 13.89 Class A Common Stock consideration 53,574 Cash consideration 567,288 Direct transaction costs 1,173 Total consideration transferred $ 622,035 Assets acquired: Oil and gas properties $ 634,877 Amount attributable to assets acquired $ 634,877 Liabilities assumed: Current liabilities $ 11,928 Noncurrent liabilities - ARO 914 Amount attributable to liabilities assumed $ 12,842 Bighorn Acquisition On January 30, 2022, Earthstone, EEH, as buyer, 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 (the “Bighorn Assets”). On April 14, 2022, Earthstone, EEH and Bighorn consummated the transactions contemplated in the Bighorn Agreement whereby EEH acquired the Bighorn Assets for aggregate consideration of approximately $628.2 million in cash, net of customary purchase price adjustments, and 5,650,977 shares Class A Common Stock. The Bighorn Acquisition was accounted for as an asset acquisition. The consideration paid by us and allocation of that amount to the underlying assets acquired, on a relative fair value basis, was recorded on our books as of the date of the closing of the Bighorn Acquisition. Additionally, costs directly related to the Bighorn Acquisition were capitalized as a component of the purchase price. The consideration transferred, assets acquired and liabilities assumed by the Company were recorded as follows (in thousands, except share amounts and stock price): Consideration: Shares of Class A Common Stock issued 5,650,977 Class A Common Stock price as of April 14, 2022 $ 13.76 Class A Common Stock consideration 77,757 Cash consideration 625,888 Direct transaction costs 2,352 Total consideration transferred $ 705,997 Assets acquired: Current assets $ 769 Oil and gas properties 746,167 Amount attributable to assets acquired $ 746,936 Liabilities assumed: Suspense payable $ 25,710 Other current liabilities 2,035 Noncurrent liabilities - ARO 13,194 Amount attributable to liabilities assumed $ 40,939 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 consisting of: (i) approximately $313.9 million in cash, net of customary purchase price adjustments, paid at the closing of the Chisholm Acquisition, (ii) $70 million in cash paid on April 15, 2022 and (iii) 19,417,476 shares of the Class A Common Stock. The fair value of each share of Class A Common Stock was determined using the closing sales price of $12.85 per share on February 15, 2022. A Significant Shareholder, as identified 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 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 383,877 Total consideration transferred $ 633,392 Fair value of assets acquired: Oil and gas properties $ 642,391 Amount attributable to assets acquired $ 642,391 Fair value of liabilities assumed: Other current liabilities $ 3,028 Asset retirement obligation - noncurrent 5,971 Amount attributable to liabilities assumed $ 8,999 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. Divestitures During the three months ended March 31, 2023, the Company sold certain non-core properties for approximately $1.8 million in cash, resulting in net losses of approximately $3.1 million recorded in Loss on sale of oil and gas properties, net in the Condensed Consolidated Statements of Operations. There were no material divestitures during the three months ended March 31, 2022. |
Oil and Natural Gas Properties
Oil and Natural Gas Properties | 3 Months Ended |
Mar. 31, 2023 | |
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, 2023, depletion expense for oil and gas producing property and related equipment was $110.3 million. For the three months ended March 31, 2022, depletion expense for oil and gas producing property and related equipment was $34.1 million. Our accrual basis capital expenditures for the three months ended March 31, 2023, were as follows ( in thousands ): Three Months Ended March 31, 2023 Development costs $ 201,384 Leasehold costs 888 Total capital expenditures $ 202,272 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, 2023 or 2022. |
Net Income (Loss) Per Common Sh
Net Income (Loss) Per Common Share | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common ShareNet income (loss) per common share—basic is calculated by dividing Net income (loss) by the weighted average number of shares of common stock outstanding during the period. Net income (loss) per common share—diluted assumes the conversion of all potentially dilutive securities and is calculated by dividing Net income (loss) by the sum of the weighted average number of shares of common stock, as defined above, outstanding plus potentially dilutive securities. Net income (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 income (loss) per common share is as follows: Three Months Ended (In thousands, except per share amounts) 2023 2022 Net income (loss) attributable to Earthstone Energy, Inc. $ 60,548 $ (33,478) Net income (loss) per common share attributable to Earthstone Energy, Inc.: Basic $ 0.57 $ (0.53) Diluted $ 0.56 $ (0.53) Weighted average common shares outstanding Basic 105,972,734 63,445,649 Add potentially dilutive securities: Unvested restricted stock units (1) 335,455 — Unvested performance units (1) 1,216,828 — Diluted weighted average common shares outstanding 107,525,017 63,445,649 (1) For the three months ended March 31, 2022, there were no dilutive effects related to unvested restricted stock units or performance units due to the loss for the period. The Class B Common Stock has been excluded, as its conversion would eliminate noncontrolling interest and net income attributable to noncontrolling interest of $25.7 million for the three months ended March 31, 2023 would be added back to Net income attributable to Earthstone Energy, Inc. for the periods then ended, having an antidilutive effect on Net income per common share attributable to Earthstone Energy, Inc. The Class B Common Stock has been excluded, as its conversion would eliminate noncontrolling interest and net loss attributable to noncontrolling interest of $18.4 million for the three months ended March 31, 2022 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, 2023 | |
Equity [Abstract] | |
Common Stock | Common Stock Class A Common Stock At March 31, 2023 and December 31, 2022, there were 106,303,568 and 105,547,139 shares of Class A Common Stock issued and outstanding, respectively. During the three months ended March 31, 2023, 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 1,216,902 shares of Class A Common Stock, of which 460,473 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, 2022, as a result of the vesting and settlement of performance units and restricted stock units under 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. 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. Class B Common Stock At both March 31, 2023 and December 31, 2022, there were 34,259,641 shares of Class B Common Stock issued and outstanding. Each share of Class B Common Stock, together with one EEH Unit, is convertible into one share of Class A Common Stock. There were no conversions of shares of Class B Common Stock during the three months ended March 31, 2023. 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. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
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, 2023, 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 have voting rights prior to vesting and settlement. Holders of outstanding RSUs granted prior to December 1, 2022 do not have dividend rights prior to vesting and settlement. Holders of outstanding RSUs granted subsequent to December 1, 2022 do have dividend rights. 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 period 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, 2023: Shares Weighted-Average Grant Date Fair Value Unvested RSUs at December 31, 2022 869,978 $ 11.40 Granted 404,955 $ 13.38 Forfeited (15,100) $ 12.33 Vested (173,102) $ 10.87 Unvested RSUs at March 31, 2023 1,086,731 $ 12.21 As of March 31, 2023, there was $12.7 million of unrecognized compensation expense related to the RSU awards which will be recognized over a weighted average period of 1.14 years. For the three months ended March 31, 2023, Stock-based compensation related to RSUs was $1.8 million. For the three months ended March 31, 2022, Stock-based compensation related to RSUs was $1.2 million. Performance Units Performance units include both performance-based stock units (“PSUs”) and performance-based restricted stock units (“PRSUs”). The table below summarizes performance unit activity for the three months ended March 31, 2023: Shares Weighted-Average Grant Date Fair Value Unvested Performance Units at December 31, 2022 2,616,085 $ 10.21 Granted 559,325 $ 18.86 Vested (1,043,800) $ 5.36 Unvested Performance Units at March 31, 2023 2,131,610 $ 14.85 On January 6, 2023, the Board of Directors of Earthstone (the “Board”) granted 258,150 PRSUs (the “2023 RTSR PRSUs”) to certain officers pursuant to the 2014 Plan. The 2023 RTSR PRSUs are payable in cash or shares of Class A Common Stock upon the achievement by Earthstone over a period commencing on January 1, 2023 and ending on December 31, 2025 (the “2023 Performance Period”) of certain performance criteria established by the Board. The Company classifies these awards that will be settled in cash as liability awards. PRSU grants to be settled in shares are classified as equity awards. The holders of 2023 RTSR PRSUs do not have any voting rights with respect to such PRSUs until vesting and settlement; however, such holders do have dividend rights. The number of shares of Class A Common Stock that may be earned will be determined based on the TSR (as defined below) achieved by Earthstone relative to the TSR of each of the companies in the predetermined peer group during the Performance Period. Between 0x to 2.0x of the PRSUs are eligible to be earned based on Earthstone’s ranking relative to the companies in the predetermined peer group. In the event that greater than 1.0x of the 2023 RTSR PRSUs are earned, such additional PRSUs may be paid in cash rather than the issuance of shares of Class A Common Stock Total shareholder return is generally determined by dividing (A) the volume weighted average price of a share of stock for the trading days during the thirty calendar days ending on and including the last calendar day of the applicable performance period minus the volume weighted average price of a share of stock for the trading days during the thirty calendar days ending on and including the first day of the applicable performance period plus cash dividends paid over the applicable performance period by (B) the volume weighted average price of a share of stock for the trading days during the thirty calendar days ending on and including the first day of the applicable performance period (“TSR”). The Company accounts for the 2023 RTSR PRSU awards as market-based awards which are valued 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 2023 RTSR PRSUs, assuming a risk-free rate of 3.89% and volatilities ranging from 40.6% to 142.5%, the Company calculated the weighted average grant date fair value per PRSU to be $20.06. On January 6, 2023, the Board granted 301,175 PRSUs (the “2023 ATSR PRSUs”) to certain officers pursuant to the 2014 Plan. The 2023 ATSR PRSUs are payable in cash or shares of Class A Common Stock upon the achievement by Earthstone over the 2023 Performance Period of certain performance criteria established by the Board. The Company classifies these awards that will be settled in cash as liability awards. PRSU grants to be settled in shares are classified as equity awards. The holders of 2023 ATSR PRSUs do not have any voting rights with respect to such PRSUs until vesting and settlement; however, such holders do have dividend rights. The 2023 ATSR PRSUs are eligible to be earned based on the annualized TSR of the Class A Common Stock during the 2023 Performance Period. 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 2.0 14.5% 1.0 8.4% 0.5 Less than 8.4% 0.0 In the event that greater than 1.0x of the 2023 ATSR PRSUs are earned, such additional PRSUs may be paid in cash rather than the issuance of shares of Class A Common Stock. The Company accounts for the 2023 ATSR PRSUs as market-based awards which are valued 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 2023 ATSR PRSUs, assuming a risk-free rate of 3.89% and volatility of 77%, the Company calculated the weighted average grant date fair value per PRSU to be $17.84. On January 30, 2020, the Board granted 1,043,800 PSUs (the “2020 PSUs”) to certain officers pursuant to the 2014 Plan (the “2020 Grant”). The 2020 PSUs were settled on January 31, 2023 resulting in the issuance of 1,043,800 shares of Class A Common Stock and cash payments totaling approximately $14.5 million. As of March 31, 2023, there was $20.6 million of unrecognized compensation expense related to all PSU awards which will be amortized over a weighted average period of 0.96 years. For the three months ended March 31, 2023 and 2022, Stock-based compensation related to all PSUs was approximately $2.8 million. and $4.6 million, respectively. The Company classifies awards that will be settled in cash as liability awards. PSU grants to be settled in shares are classified as equity awards. Corresponding liabilities of $9.6 million and $14.4 million related to the PSUs were included in Other current liabilities and Accrued expenses, respectively, in the Condensed Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022, respectively. Additionally, corresponding liabilities of $1.4 million and $10.4 million related to the PSUs were included in Other noncurrent liabilities in the Condensed Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022, respectively. |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Long-term debt | Long-Term Debt The Company's long-term debt consisted of the following ( in thousands ): March 31, 2023 December 31, 2022 Revolving credit facility (1) $ 452,159 $ 270,136 Term loan under credit facility due 2027 — 250,000 8.000% Senior notes due 2027 550,000 550,000 1,002,159 1,070,136 Unamortized debt issuance costs on term loan — (5,309) Unamortized debt issuance costs on 8.000% Senior notes (10,304) (10,948) Long-term debt, net $ 991,855 $ 1,053,879 (1) Related to the borrowings under the revolving credit facility, the Company had debt issuance costs of $17.4 million and $15.3 million, net of accumulated amortization of $7.5 million and $6.5 million, as of March 31, 2023 and December 31, 2022, respectively. Unamortized deferred financing costs on the borrowings under the revolving credit facility are included in Other noncurrent assets in the Condensed Consolidated Balance Sheets. Credit Agreement On November 21, 2019, Earthstone, EEH (the “Borrower”), Wells Fargo Bank, National Association, as Administrative Agent and Issuing Bank (“Wells Fargo”), BOKF, NA dba Bank of Texas, as Issuing Bank with respect to Existing Letters of Credit, Royal Bank of Canada, as Syndication Agent, Truist Bank, as successor by merger to SunTrust Bank, as Documentation Agent, and the Lenders party thereto (collectively, the “Parties”) entered into a credit agreement (together with all amendments or other modifications, the “Credit Agreement”), which replaced the prior credit facility, which was terminated on November 21, 2019. On March 30, 2023, Earthstone, EEH, Wells Fargo, the lenders party thereto (the “Lenders”) and the guarantors party thereto entered into an amendment (the “Amendment”) to the Credit Agreement. Among other things, the Amendment (i) increased elected commitments from $1.2 billion to $1.4 billion, (ii) settled the $250 million term loan tranche under the Credit Agreement (the “Term Loan”) through an elected revolving commitment, (iii) redetermined the borrowing base at $1.65 billion as a part of the regularly scheduled redetermination, (iv) added new banks to the lending group, and (v) made certain administrative changes. The next regularly scheduled redetermination of the borrowing base is expected to occur on or around October 1, 2023. 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 2.25% to 3.25% 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 1.25% to 2.25%, 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 June 2, 2027. 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, 2023, EEH was in compliance with the covenants under the Credit Agreement. As of March 31, 2023, $452.2 million of borrowings were outstanding under the revolving tranche of the Credit Agreement, bearing annual interest of 7.768%, resulting in an additional $947.8 million of borrowing base availability under the Credit Agreement. Upon settlement of the Term Loan, $5.1 million of remaining unamortized financing costs were written off. At December 31, 2022, $270.1 million and $250.0 million of borrowings were outstanding under the revolving tranche and the term loan tranche of the Credit Agreement, respectively. For the three months ended March 31, 2023, the interest rate on borrowings under the revolving tranche of the Credit Agreement averaged 7.43% per annum, which excluded commitment fees of $0.7 million, and amortization of deferred financing costs of $0.9 million. For the three months ended March 31, 2023, interest on borrowings under the term loan tranche of the Credit Agreement averaged 8.10% per annum, which excluded amortization of deferred financing costs of $0.2 million. 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 $0.6 million. During the three months ended March 31, 2023, the Company capitalized $3.1 million of costs associated with the revolving tranche of the Credit Agreement. There were no costs associated with the term loan tranche of the Credit Agreement to capitalize during the three months ended March 31, 2023. During the three months ended March 31, 2022, the Company capitalized $5.9 million, of costs associated with the Credit Agreement. 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, which approximates the effective interest method over the term of the related debt. 8.000% Senior Notes At March 31, 2023, there were $550.0 million of outstanding senior notes due 2027 (the “Notes”). The Notes will mature on April 15, 2027 with interest accruing at a rate of 8.000% per annum payable semi-annually in cash in arrears on April 15 and October 15 of each year. The Notes are guaranteed on a senior unsecured basis by the Company and its subsidiaries (the “Guarantors”) and may be guaranteed by certain of EEH’s future restricted subsidiaries. The Notes are unsecured, rank equally in right of payment with all existing and future senior unsecured indebtedness of EEH and the Guarantors and rank senior in right of payment to any future subordinated indebtedness of EEH and the Guarantors. The Notes will rank effectively junior to all secured indebtedness of EEH and the Guarantors, including indebtedness under the Credit Agreement, to the extent of the value of the assets securing such indebtedness. The Notes will rank structurally junior in right of payment to all indebtedness and other liabilities, including trade payables, of any future subsidiary of EEH that are not guarantors. The indenture dated April 12, 2022 under which the Notes were issued also contains certain restrictive covenants, redemption rights, events of default and other customary provisions. As of March 31, 2023, accrued interest of $20.3 million associated with the Notes was included in Accrued expenses in the Condensed Consolidated Balance Sheets. |
Asset Retirement Obligations
Asset Retirement Obligations | 3 Months Ended |
Mar. 31, 2023 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligations | Asset Retirement ObligationsThe 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, 2023 (in thousands) : 2023 Beginning asset retirement obligations $ 30,559 Liabilities incurred 22 Liabilities settled (539) Acquisitions — Accretion expense 629 Divestitures (90) Revision of estimates 241 Ending asset retirement obligations $ 30,822 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
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 three significant shareholders that consist of various investment funds managed by each of the three 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 5. Acquisitions, the Chisholm Acquisition was consummated on February 15, 2022, whereby the Company acquired the Chisholm Assets for a purchase price of $383.9 million in cash, net of customary purchase price adjustments, and approximately 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 approximately 19.4 million shares of Class A Common Stock in connection with the closing of the Chisholm Acquisition was (1) approved by a majority of the voting power of all outstanding disinterested shares of the Common Stock and (2) increased the Significant Stockholder's beneficial ownership of Class A Common Stock from approximately 25% to 36% as of February 15, 2022. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal George Assad, et. al. v. EnCap Investments L.P., et. al.: On September 12, 2022, a complaint (the “Complaint”) styled as a “derivative action” was filed in the Delaware Court of Chancery (the “Court”) by George Assad (the “plaintiff”) a purported holder of a small number of shares of Class A Common Stock against Earthstone, six of its 10 directors and EnCap, a principal stockholder. The Complaint alleges that a majority of Earthstone’s directors were conflicted and, along with EnCap, breached their fiduciary duties in approving the sale of shares of Series A Convertible Preferred Stock that is convertible into Class A Common Stock pursuant to the Securities Purchase Agreement dated as of January 30, 2022, by and among Earthstone and the Investors. The plaintiff requested the Court to declare that the defendants breached their fiduciary duties, award of unspecified monetary damages, including interest and costs, and/ or rescind the stock purchase transaction. On October 14, 2022, the defendants filed a motion to dismiss the amended Complaint. Earthstone believes the Complaint is completely without merit and intends to contest vigorously the allegations made therein and to seek reimbursement for its costs and expenses in so doing. Earthstone carries insurance for the claims asserted against it and the officer and director defendants in the Complaint, and the carrier has accepted coverage subject to applicable self-retentions and limits of liability. The Company does not expect this case to have a material adverse effect on the results of operations, financial position or cash flows of the Company. From time to time, the Company may be involved in other various legal proceedings and claims in the ordinary course of business. Environmental and Regulatory |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s corporate structure requires the filing of two separate U.S. Federal income tax returns and one Canadian income tax return which include Lynden US, Earthstone, and Lynden Corp, respectively. 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 Class A Common Stock, which resulted in an ownership change within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). As a result of the ownership change, the Company’s ability to utilize net operating losses (“NOLs”) and credits generated prior to the ownership change date may be limited to offset taxable income incurred after the ownership change date (the “382 Limitation”). As of both March 31, 2023 and December 31, 2022, current liabilities of $1.8 million are included in Other current liabilities in the Condensed Consolidated Balance Sheets related solely to current Texas Margin Tax payable. During the three months ended March 31, 2023, the Company recorded income tax expense of approximately $18.6 million comprised of (1) deferred federal income tax expense for Earthstone of $15.8 million resulting from its share of the distributable income from EEH, (2) a deferred federal income tax expense for Lynden US of $0.9 million as a result of its share of the distributable loss from EEH and (3) income tax expense of $1.9 million related to deferred state income taxes. Lynden Corp incurred no material income or loss, or related income tax expense or benefit, for the three months ended March 31, 2023. 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. |
Supplemental Disclosures
Supplemental Disclosures | 3 Months Ended |
Mar. 31, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Disclosures | Supplemental Disclosures Accounts Payable The following table summarizes the Company’s current accounts payable at March 31, 2023 and December 31, 2022 (in thousands): March 31, December 31, 2023 2022 Accounts payable related to vendors $ 28,798 $ 76,044 Accounts payable related to severance taxes 8,554 10,380 Other 2,796 5,391 Total accounts payable $ 40,148 $ 91,815 Revenue and Royalties Payable The following table summarizes the Company’s current revenues and royalties payable at March 31, 2023 and December 31, 2022 (in thousands): March 31, December 31, 2023 2022 Revenue held in suspense $ 126,248 $ 101,838 Revenue and royalties payable 68,652 61,530 Total revenue and royalties payable $ 194,900 $ 163,368 Accrued Expenses The following table summarizes the Company’s current accrued expenses at March 31, 2023 and December 31, 2022 (in thousands): March 31, December 31, 2023 2022 Accrued capital expenditures $ 68,333 $ 38,482 Accrued lease operating expenses 12,818 14,173 Accrued interest 20,883 10,995 Accrued general and administrative expense 3,958 7,351 Accrued ad valorem taxes 11,041 4,243 Other 6,671 5,698 Total accrued expenses $ 123,704 $ 80,942 Supplemental Cash Flow Information The following table provides supplemental disclosures of cash flow information for the three months ended March 31, 2023 and 2022, (in thousands): For the Three Months Ended 2023 2022 Cash paid for: Interest $ 11,198 $ 4,580 Income taxes $ 285 $ — Non-cash investing and financing activities: Class A Common Stock issued in Chisholm Acquisition $ — $ 249,515 Deferred acquisition payment - Chisholm $ — $ 70,000 Accrued capital expenditures $ 77,150 $ 49,853 Lease asset additions - ASC 842 $ 271 $ 678 Asset retirement obligations $ 262 $ 86 |
Noncontrolling Interest (Tables
Noncontrolling Interest (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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, 2023: EEH Units Held % EEH Units Held % Total EEH As of December 31, 2022 105,547,139 75.5 % 34,259,641 24.5 % 139,806,780 EEH Units issued in connection with the vesting of restricted stock units and performance-based units 756,429 — 756,429 As of March 31, 2023 106,303,568 75.6 % 34,259,641 24.4 % 140,563,209 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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, 2023 Level 1 Level 2 Level 3 Total Financial assets Derivative asset - current $ — $ 14,444 $ — $ 14,444 Derivative asset - noncurrent — 73 — 73 Total financial assets $ — $ 14,517 $ — $ 14,517 Financial liabilities Derivative liability - current $ — $ 3,864 $ — $ 3,864 Derivative liability - noncurrent — 3,698 — 3,698 Share-based compensation liability - current — 9,563 — 9,563 Share-based compensation liability - noncurrent — 1,440 — 1,440 Total financial liabilities $ — $ 18,565 $ — $ 18,565 December 31, 2022 Financial assets Derivative asset - current $ — $ 31,331 $ — $ 31,331 Derivative asset - noncurrent — 9,117 — 9,117 Total financial assets $ — $ 40,448 $ — $ 40,448 Financial liabilities Derivative liability - current $ — $ 14,053 $ — $ 14,053 Share-based compensation liability - current — 14,411 — 14,411 Share-based compensation liability - noncurrent — 10,357 — 10,357 Total financial liabilities $ — $ 38,821 $ — $ 38,821 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Open Crude Oil and Natural Gas Derivative Contracts | The following table sets forth the Company's open crude oil and natural gas derivative contracts as of March 31, 2023. When aggregating multiple contracts, the weighted average contract price is disclosed. Price Swaps Period Commodity Volume Weighted Average Price Q2 - Q4 2023 Crude Oil 1,237,500 $ 76.94 Q2 - Q4 2023 Crude Oil Basis Swap (1) 7,103,500 $ 0.92 Q2 - Q4 2023 Natural Gas 3,437,500 $ 3.35 Q2 - Q4 2023 Natural Gas Basis Swap (2) 38,500,000 $ (1.67) Q1 - Q4 2024 Natural Gas Basis Swap (2) 36,600,000 $ (1.05) Q1 - Q4 2025 Natural Gas Basis Swap (2) 14,600,000 $ (0.74) (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 Bought Floor Sold Ceiling Q2 - Q4 2023 Crude Oil Costless Collar 2,117,500 $ 62.47 $ 87.56 Q2 - Q4 2023 Natural Gas Costless Collar 14,797,500 $ 3.37 $ 5.61 Deferred Premium Puts Period Commodity Volume $/Bbl (Put Price) $/Bbl (Net of Premium) Q2 - Q4 2023 Crude Oil 1,364,500 $ 69.67 $ 64.24 |
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, 2023 December 31, 2022 Derivatives not Balance Sheet Location Gross Gross Net Gross Gross Net Commodity contracts Derivative asset - current $ 34,046 $ (19,602) $ 14,444 $ 51,803 $ (20,472) $ 31,331 Commodity contracts Derivative liability - current $ 23,466 $ (19,602) $ 3,864 $ 34,525 $ (20,472) $ 14,053 Commodity contracts Derivative asset - noncurrent $ 462 $ (389) $ 73 $ 9,117 $ — $ 9,117 Commodity contracts Derivative liability - noncurrent $ 4,087 $ (389) $ 3,698 $ — $ — $ — |
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 2023 2022 Unrealized loss Not separately presented Not separately presented $ (19,439) $ (119,794) Realized loss Operating portion of net cash paid in settlement of derivative contracts Not separately presented (7,025) (31,686) Total (gain) loss on derivative contracts, net Gain (loss) on derivative contracts, net $ (26,464) $ (151,480) |
Acquisitions and Divestitures (
Acquisitions and Divestitures (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Asset Acquisition | The consideration transferred, assets acquired and liabilities assumed by the Company were recorded as follows (in thousands, except share amounts and stock price): Consideration: Shares of Class A Common Stock issued 3,857,015 Class A Common Stock price as of August 10, 2022 $ 13.89 Class A Common Stock consideration 53,574 Cash consideration 567,288 Direct transaction costs 1,173 Total consideration transferred $ 622,035 Assets acquired: Oil and gas properties $ 634,877 Amount attributable to assets acquired $ 634,877 Liabilities assumed: Current liabilities $ 11,928 Noncurrent liabilities - ARO 914 Amount attributable to liabilities assumed $ 12,842 Consideration: Shares of Class A Common Stock issued 5,650,977 Class A Common Stock price as of April 14, 2022 $ 13.76 Class A Common Stock consideration 77,757 Cash consideration 625,888 Direct transaction costs 2,352 Total consideration transferred $ 705,997 Assets acquired: Current assets $ 769 Oil and gas properties 746,167 Amount attributable to assets acquired $ 746,936 Liabilities assumed: Suspense payable $ 25,710 Other current liabilities 2,035 Noncurrent liabilities - ARO 13,194 Amount attributable to liabilities assumed $ 40,939 |
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 383,877 Total consideration transferred $ 633,392 Fair value of assets acquired: Oil and gas properties $ 642,391 Amount attributable to assets acquired $ 642,391 Fair value of liabilities assumed: Other current liabilities $ 3,028 Asset retirement obligation - noncurrent 5,971 Amount attributable to liabilities assumed $ 8,999 |
Oil and Natural Gas Properties
Oil and Natural Gas Properties Oil and Natural Gas Properties (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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, 2023, were as follows ( in thousands ): Three Months Ended March 31, 2023 Development costs $ 201,384 Leasehold costs 888 Total capital expenditures $ 202,272 |
Net Income (Loss) Per Common _2
Net Income (Loss) Per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Reconciliation of Net Income (Loss) Per Common Share | A reconciliation of Net income (loss) per common share is as follows: Three Months Ended (In thousands, except per share amounts) 2023 2022 Net income (loss) attributable to Earthstone Energy, Inc. $ 60,548 $ (33,478) Net income (loss) per common share attributable to Earthstone Energy, Inc.: Basic $ 0.57 $ (0.53) Diluted $ 0.56 $ (0.53) Weighted average common shares outstanding Basic 105,972,734 63,445,649 Add potentially dilutive securities: Unvested restricted stock units (1) 335,455 — Unvested performance units (1) 1,216,828 — Diluted weighted average common shares outstanding 107,525,017 63,445,649 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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, 2023: Shares Weighted-Average Grant Date Fair Value Unvested RSUs at December 31, 2022 869,978 $ 11.40 Granted 404,955 $ 13.38 Forfeited (15,100) $ 12.33 Vested (173,102) $ 10.87 Unvested RSUs at March 31, 2023 1,086,731 $ 12.21 Shares Weighted-Average Grant Date Fair Value Unvested Performance Units at December 31, 2022 2,616,085 $ 10.21 Granted 559,325 $ 18.86 Vested (1,043,800) $ 5.36 Unvested Performance Units at March 31, 2023 2,131,610 $ 14.85 |
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 2.0 14.5% 1.0 8.4% 0.5 Less than 8.4% 0.0 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | The Company's long-term debt consisted of the following ( in thousands ): March 31, 2023 December 31, 2022 Revolving credit facility (1) $ 452,159 $ 270,136 Term loan under credit facility due 2027 — 250,000 8.000% Senior notes due 2027 550,000 550,000 1,002,159 1,070,136 Unamortized debt issuance costs on term loan — (5,309) Unamortized debt issuance costs on 8.000% Senior notes (10,304) (10,948) Long-term debt, net $ 991,855 $ 1,053,879 (1) Related to the borrowings under the revolving credit facility, the Company had debt issuance costs of $17.4 million and $15.3 million, net of accumulated amortization of $7.5 million and $6.5 million, as of March 31, 2023 and December 31, 2022, respectively. Unamortized deferred financing costs on the borrowings under the revolving credit facility are included in Other noncurrent assets in the Condensed Consolidated Balance Sheets. |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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, 2023 (in thousands) : 2023 Beginning asset retirement obligations $ 30,559 Liabilities incurred 22 Liabilities settled (539) Acquisitions — Accretion expense 629 Divestitures (90) Revision of estimates 241 Ending asset retirement obligations $ 30,822 |
Supplemental Disclosures (Table
Supplemental Disclosures (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Accounts Payable | The following table summarizes the Company’s current accounts payable at March 31, 2023 and December 31, 2022 (in thousands): March 31, December 31, 2023 2022 Accounts payable related to vendors $ 28,798 $ 76,044 Accounts payable related to severance taxes 8,554 10,380 Other 2,796 5,391 Total accounts payable $ 40,148 $ 91,815 |
Schedule of Revenue and Royalties Payable | The following table summarizes the Company’s current revenues and royalties payable at March 31, 2023 and December 31, 2022 (in thousands): March 31, December 31, 2023 2022 Revenue held in suspense $ 126,248 $ 101,838 Revenue and royalties payable 68,652 61,530 Total revenue and royalties payable $ 194,900 $ 163,368 |
Schedule of Accrued Expenses | The following table summarizes the Company’s current accrued expenses at March 31, 2023 and December 31, 2022 (in thousands): March 31, December 31, 2023 2022 Accrued capital expenditures $ 68,333 $ 38,482 Accrued lease operating expenses 12,818 14,173 Accrued interest 20,883 10,995 Accrued general and administrative expense 3,958 7,351 Accrued ad valorem taxes 11,041 4,243 Other 6,671 5,698 Total accrued expenses $ 123,704 $ 80,942 |
Schedule of Cash Flow, Supplemental Disclosures | The following table provides supplemental disclosures of cash flow information for the three months ended March 31, 2023 and 2022, (in thousands): For the Three Months Ended 2023 2022 Cash paid for: Interest $ 11,198 $ 4,580 Income taxes $ 285 $ — Non-cash investing and financing activities: Class A Common Stock issued in Chisholm Acquisition $ — $ 249,515 Deferred acquisition payment - Chisholm $ — $ 70,000 Accrued capital expenditures $ 77,150 $ 49,853 Lease asset additions - ASC 842 $ 271 $ 678 Asset retirement obligations $ 262 $ 86 |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Details) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Common stock, shares outstanding (in shares) | 140,600,000 | |
Class A Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares outstanding (in shares) | 106,303,568 | 105,547,139 |
Class B Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares outstanding (in shares) | 34,259,641 | 34,259,641 |
Earthstone Energy Holdings Limited Liability Company And Lynden United States Of America Incorporation | Earthstone Energy Holdings, LLC | ||
Percentage of ownership interest held by Earthstone Energy, Inc. and Lynden US Inc. | 75.60% |
Noncontrolling Interest - Summa
Noncontrolling Interest - Summary of Changes in Noncontrolling Interest (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||
Outstanding, ending balance (in shares) | 140,600,000 | |
Earthstone Energy Holdings, LLC | ||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||
Outstanding, beginning balance (in shares) | 139,806,780 | |
Outstanding, ending balance (in shares) | 140,563,209 | |
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) | 756,429 | |
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 | 75.60% | 75.50% |
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) | 105,547,139 | |
Outstanding, ending balance (in shares) | 106,303,568 | |
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) | 756,429 | |
EEH Units Held By Others | Earthstone Energy Holdings, LLC | ||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||
Outstanding, beginning balance (in shares) | 34,259,641 | |
Outstanding, ending balance (in shares) | 34,259,641 | |
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 | ||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||
Percentage of EEH Units Held By Others | 24.40% | 24.50% |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Financial Assets and Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Financial assets | ||
Derivative asset - current | $ 14,444 | $ 31,331 |
Derivative asset - noncurrent | 73 | 9,117 |
Financial liabilities | ||
Derivative liability - current | 3,864 | 14,053 |
Derivative liability - noncurrent | 3,698 | 0 |
Fair Value on a Recurring Basis | ||
Financial assets | ||
Derivative asset - current | 14,444 | 31,331 |
Derivative asset - noncurrent | 73 | 9,117 |
Total financial assets | 14,517 | 40,448 |
Financial liabilities | ||
Derivative liability - current | 3,864 | 14,053 |
Derivative liability - noncurrent | 3,698 | |
Share-based compensation liability - current | 9,563 | 14,411 |
Share-based compensation liability - noncurrent | 1,440 | 10,357 |
Total financial liabilities | 18,565 | 38,821 |
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 | |
Share-based compensation liability - current | 0 | 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 | 14,444 | 31,331 |
Derivative asset - noncurrent | 73 | 9,117 |
Total financial assets | 14,517 | 40,448 |
Financial liabilities | ||
Derivative liability - current | 3,864 | 14,053 |
Derivative liability - noncurrent | 3,698 | |
Share-based compensation liability - current | 9,563 | 14,411 |
Share-based compensation liability - noncurrent | 1,440 | 10,357 |
Total financial liabilities | 18,565 | 38,821 |
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 | |
Share-based compensation liability - current | 0 | 0 |
Share-based compensation liability - noncurrent | 0 | 0 |
Total financial liabilities | $ 0 | $ 0 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Apr. 12, 2022 |
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||
Long-term debt, net | $ 991,855 | $ 1,053,879 | |
8.000% Senior Notes Due 2027 | Senior Notes | |||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||
Interest rate, stated percentage | 8% | 8% | |
Interest payable | $ 20,300 | ||
8.000% Senior Notes Due 2027 | Senior Notes | Portion at Other than Fair Value Measurement | |||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||
Interest rate, stated percentage | 8% | ||
Deferred financing costs | 10,300 | ||
Long-term debt, net | 539,700 | ||
Interest payable | 20,300 | ||
8.000% Senior Notes Due 2027 | Senior Notes | Estimate of Fair Value Measurement | |||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||
Fair value disclosure | $ 542,200 |
Derivative Financial Instrume_3
Derivative Financial Instruments - Open Crude Oil and Natural Gas Derivative Contracts (Details) | 3 Months Ended |
Mar. 31, 2023 MMBTU $ / bbl $ / MMBTU bbl | |
Crude Oil, Q2 - Q4 2023 | Crude Oil | |
Derivative [Line Items] | |
Crude oil volume (Bbl) | bbl | 1,237,500 |
Weighted Average Price ($/Bbl / $/MMBtu) | $ / bbl | 76.94 |
Crude Oil Basis Swap, Q2 - Q4 2023 | Crude Oil | |
Derivative [Line Items] | |
Crude oil volume (Bbl) | bbl | 7,103,500 |
Weighted Average Price ($/Bbl / $/MMBtu) | $ / bbl | 0.92 |
Natural Gas, Q2 - Q4 2023 | Natural gas | |
Derivative [Line Items] | |
Natural gas volume (MMBtu) | MMBTU | 3,437,500 |
Weighted Average Price ($/Bbl / $/MMBtu) | $ / bbl | 3.35 |
Natural Gas Basis Swap, Q2 - Q4 2023 | Natural gas | |
Derivative [Line Items] | |
Natural gas volume (MMBtu) | MMBTU | 38,500,000 |
Weighted Average Price ($/Bbl / $/MMBtu) | (1.67) |
Natural Gas Basis Swap, Q1 - Q4 2024 | Natural gas | |
Derivative [Line Items] | |
Natural gas volume (MMBtu) | MMBTU | 36,600,000 |
Weighted Average Price ($/Bbl / $/MMBtu) | $ / bbl | (1.05) |
Natural Gas Basis Swap Q1 - Q4 2025 | Natural gas | |
Derivative [Line Items] | |
Natural gas volume (MMBtu) | MMBTU | 14,600,000 |
Weighted Average Price ($/Bbl / $/MMBtu) | $ / bbl | (0.74) |
Crude Oil Costless Collar Q2 - Q4 2023 | Crude Oil | |
Derivative [Line Items] | |
Crude oil volume (Bbl) | bbl | 2,117,500 |
Derivative, floor price ($/Bbl / $/MMBtu) | 62.47 |
Derivative, ceiling price ($/Bbl / $/MMBtu) | 87.56 |
Natural Gas Costless Collar Q2 - Q4 2023 | Natural gas | |
Derivative [Line Items] | |
Natural gas volume (MMBtu) | MMBTU | 14,797,500 |
Derivative, floor price ($/Bbl / $/MMBtu) | 3.37 |
Derivative, ceiling price ($/Bbl / $/MMBtu) | 5.61 |
Crude Oil Premium Puts Q2 - Q4 2023 | Crude Oil | |
Derivative [Line Items] | |
Crude oil volume (Bbl) | bbl | 1,364,500 |
Derivative, option strike price ($/Bbl) | 69.67 |
Derivative, net of premium strike price ($/Bbl) | 64.24 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Location and Fair Value Amounts of All Derivative Instruments (Details) - Derivatives Not Designated as Hedging Contracts - Commodity contracts - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Derivative asset - current | ||
Derivative Asset [Abstract] | ||
Gross recognized assets | $ 34,046 | $ 51,803 |
Gross amounts offset, assets | (19,602) | (20,472) |
Total financial assets | 14,444 | 31,331 |
Derivative liability - current | ||
Derivative Liability [Abstract] | ||
Gross recognized liabilities | 23,466 | 34,525 |
Gross amounts offset, liabilities | (19,602) | (20,472) |
Total financial liabilities | 3,864 | 14,053 |
Derivative asset - noncurrent | ||
Derivative Asset [Abstract] | ||
Gross recognized assets | 462 | 9,117 |
Gross amounts offset, assets | (389) | 0 |
Total financial assets | 73 | 9,117 |
Derivative liability - noncurrent | ||
Derivative Liability [Abstract] | ||
Gross recognized liabilities | 4,087 | 0 |
Gross amounts offset, liabilities | (389) | 0 |
Total financial liabilities | $ 3,698 | $ 0 |
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, 2023 | Mar. 31, 2022 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Realized loss | $ 7,025 | $ 31,686 |
(Loss) gain on derivative contracts, net | (26,464) | (151,480) |
Derivatives Not Designated as Hedging Contracts | (Loss) Gain On Derivative Contracts, Net | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Unrealized loss | (19,439) | (119,794) |
Realized loss | (7,025) | (31,686) |
(Loss) gain on derivative contracts, net | $ (26,464) | $ (151,480) |
Acquisitions and Divestitures -
Acquisitions and Divestitures - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||||
Aug. 10, 2022 | Apr. 15, 2022 | Apr. 14, 2022 | Feb. 15, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Business Acquisition [Line Items] | ||||||
Proceeds from sales of oil and gas properties | $ 1,843 | $ 0 | ||||
Loss on sale of oil and gas properties | 3,140 | $ 0 | ||||
Non Core Properties | ||||||
Business Acquisition [Line Items] | ||||||
Proceeds from sales of oil and gas properties | 1,800 | |||||
Loss on sale of oil and gas properties | $ 3,100 | |||||
Titus Acquisition | ||||||
Business Acquisition [Line Items] | ||||||
Consideration transferred including transcation costs | $ 568,500 | |||||
Titus Acquisition | Class A Common Stock | ||||||
Business Acquisition [Line Items] | ||||||
Shares of Earthstone class A common stock issued (in shares) | 3,857,015 | |||||
Bighorn Acquisition | ||||||
Business Acquisition [Line Items] | ||||||
Shares of Earthstone class A common stock issued (in shares) | 5,650,977 | |||||
Cash consideration | $ 628,200 | |||||
Bighorn Acquisition | Class A Common Stock | ||||||
Business Acquisition [Line Items] | ||||||
Shares of Earthstone class A common stock issued (in shares) | 5,650,977 | |||||
Chisholm Acquisition | ||||||
Business Acquisition [Line Items] | ||||||
Initial payment for asset acquisition | $ 313,900 | |||||
Subsequent payment for asset acquisition | $ 70,000 | |||||
Chisholm Acquisition | Class A Common Stock | ||||||
Business Acquisition [Line Items] | ||||||
Shares of Earthstone class A common stock issued (in shares) | 19,417,476 | |||||
Share price (in dollars per share) | $ 12.85 |
Acquisitions and Divestitures_2
Acquisitions and Divestitures - Asset Acquisition (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||
Aug. 10, 2022 | Apr. 14, 2022 | Feb. 15, 2022 | Mar. 31, 2023 | |
Asset Acquisition [Line Items] | ||||
Noncurrent liabilities - ARO | $ 22 | |||
Titus Acquisition | ||||
Asset Acquisition [Line Items] | ||||
Cash consideration | $ 567,288 | |||
Direct transaction costs | 1,173 | |||
Total consideration transferred | 622,035 | |||
Oil and gas properties | 634,877 | |||
Amount attributable to assets acquired | 634,877 | |||
Current liabilities | 11,928 | |||
Noncurrent liabilities - ARO | 914 | |||
Amount attributable to liabilities assumed | $ 12,842 | |||
Titus Acquisition | Class A Common Stock | ||||
Asset Acquisition [Line Items] | ||||
Shares of Earthstone class A common stock issued (in shares) | 3,857,015 | |||
Earthstone Class A Common Stock price (in dollars per share) | $ 13.89 | |||
Class A Common Stock consideration | $ 53,574 | |||
Bighorn Acquisition | ||||
Asset Acquisition [Line Items] | ||||
Shares of Earthstone class A common stock issued (in shares) | 5,650,977 | |||
Cash consideration | $ 625,888 | |||
Direct transaction costs | 2,352 | |||
Total consideration transferred | 705,997 | |||
Current assets | 769 | |||
Oil and gas properties | 746,167 | |||
Amount attributable to assets acquired | 746,936 | |||
Suspense payable | 25,710 | |||
Other current liabilities | 2,035 | |||
Noncurrent liabilities - ARO | 13,194 | |||
Amount attributable to liabilities assumed | $ 40,939 | |||
Bighorn Acquisition | Class A Common Stock | ||||
Asset Acquisition [Line Items] | ||||
Shares of Earthstone class A common stock issued (in shares) | 5,650,977 | |||
Earthstone Class A Common Stock price (in dollars per share) | $ 13.76 | |||
Class A Common Stock consideration | $ 77,757 | |||
Chisholm Acquisition | ||||
Asset Acquisition [Line Items] | ||||
Cash consideration | $ 383,877 | |||
Total consideration transferred | 633,392 | |||
Oil and gas properties | 642,391 | |||
Amount attributable to assets acquired | 642,391 | |||
Other current liabilities | 3,028 | |||
Noncurrent liabilities - ARO | 5,971 | |||
Amount attributable to liabilities assumed | $ 8,999 | |||
Chisholm Acquisition | Class A Common Stock | ||||
Asset Acquisition [Line Items] | ||||
Shares of Earthstone class A common stock issued (in shares) | 19,417,476 | |||
Earthstone Class A Common Stock price (in dollars per share) | $ 12.85 | |||
Class A Common Stock consideration | $ 249,515 |
Oil and Natural Gas Propertie_2
Oil and Natural Gas Properties - Narrative (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
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 | $ 110,300,000 | $ 34,100,000 |
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, 2023 USD ($) | |
Oil And Natural Gas Properties [Line Items] | |
Total capital expenditures | $ 202,272 |
Development costs | |
Oil And Natural Gas Properties [Line Items] | |
Total capital expenditures | 201,384 |
Leasehold costs | |
Oil And Natural Gas Properties [Line Items] | |
Total capital expenditures | $ 888 |
Net Income (Loss) Per Common _3
Net Income (Loss) Per Common Share - Reconciliation of Net Income (Loss) Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Net income (loss) attributable to Earthstone Energy, Inc. | $ 60,548 | $ (33,478) |
Net income (loss) per common share attributable to Earthstone Energy, Inc.: | ||
Basic (in dollars per share) | $ 0.57 | $ (0.53) |
Diluted (in dollars per share) | $ 0.56 | $ (0.53) |
Weighted average common shares outstanding | ||
Basic (in shares) | 105,972,734 | 63,445,649 |
Add potentially dilutive securities: | ||
Unvested restricted stock units (in shares) | 335,455 | 0 |
Unvested performance units (in shares) | 1,216,828 | 0 |
Diluted weighted average common shares outstanding (in shares) | 107,525,017 | 63,445,649 |
Net Income (Loss) Per Common _4
Net Income (Loss) Per Common Share - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Less: Net income (loss) attributable to noncontrolling interest | $ 25,663 | $ (18,399) |
Class B Common Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Less: Net income (loss) attributable to noncontrolling interest | $ 25,700 | $ (18,400) |
Common Stock (Details)
Common Stock (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Feb. 15, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Capital Unit [Line Items] | ||||
Common stock, shares outstanding (in shares) | 140,600,000 | |||
Shares issued in connection with Chisholm Acquisition | $ 249,515 | |||
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) | 106,303,568 | 105,547,139 | ||
Common stock, shares outstanding (in shares) | 106,303,568 | 105,547,139 | ||
Class A Common Stock | Bold Contribution Agreement | ||||
Capital Unit [Line Items] | ||||
Stock conversion (in shares) | 1 | |||
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 Chisholm Acquisition | $ 249,500 | |||
Class A Common Stock | Long Term Incentive Plan | ||||
Capital Unit [Line Items] | ||||
Issuance of series A convertible preferred stock, net of offering costs (in shares) | 1,216,902 | 770,143 | ||
Common stock repurchased (in shares) | 460,473 | 286,892 | ||
Class B Common Stock | ||||
Capital Unit [Line Items] | ||||
Common stock, shares issued (in shares) | 34,259,641 | 34,259,641 | ||
Common stock, shares outstanding (in shares) | 34,259,641 | 34,259,641 | ||
Conversion of convertible securities (in shares) | 0 | 72,766 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |||||
Jan. 31, 2023 | Jan. 06, 2023 | Jan. 30, 2020 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Restricted Stock Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Performance-based restricted stock granted (in shares) | 404,955 | |||||
Weighted average fair value per share (in dollars per share) | $ 12.21 | $ 11.40 | ||||
Vested in period (in shares) | 173,102 | |||||
Restricted Stock Units | Long Term Incentive Plan | ||||||
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 | $ 12.7 | |||||
Weighted average remaining vesting period of unrecognized compensation expense | 1 year 1 month 20 days | |||||
Stock-based compensation expense | $ 1.8 | $ 1.2 | ||||
Restricted Stock Units | Long Term Incentive Plan | Class A Common Stock | Bold Contribution Agreement | ||||||
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 | |||||
Performance Stock Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Performance-based restricted stock granted (in shares) | 559,325 | |||||
Relative total shareholder return, percentage | 100% | |||||
Risk-free interest rate | 3.89% | |||||
Expected volatility, minimum (as a percent) | 40.60% | |||||
Expected volatility, maximum (as a percent) | 142.50% | |||||
Weighted average fair value per share (in dollars per share) | $ 14.85 | $ 10.21 | ||||
Vested in period (in shares) | 1,043,800 | |||||
Deferred compensation share-based arrangements, liability, current | $ 9.6 | $ 14.4 | ||||
Share-based compensation liability related to PSUs | $ 1.4 | $ 10.4 | ||||
Performance Stock Units | Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Relative total shareholder return, percentage | 0% | |||||
Performance Stock Units | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Relative total shareholder return, percentage | 200% | |||||
Performance Stock Units | Long Term Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 2.8 | $ 4.6 | ||||
Performance-based restricted stock granted (in shares) | 1,043,800 | |||||
Weighted average fair value per share (in dollars per share) | $ 20.06 | |||||
Unrecognized compensation expense related to PSU awards | $ 20.6 | |||||
Remaining vesting period of unrecognized compensation expense (in years) | 11 months 15 days | |||||
Performance Stock Units | Long Term Incentive Plan | Grant Date 2023 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Risk-free interest rate | 3.89% | |||||
Weighted average fair value per share (in dollars per share) | $ 17.84 | |||||
Expected volatility (as a percent) | 77% | |||||
2023 RTSR PSUs | Long Term Incentive Plan | Grant Date 2023 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Performance-based restricted stock granted (in shares) | 258,150 | |||||
2023 ATSR PSUs | Long Term Incentive Plan | Grant Date 2023 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Performance-based restricted stock granted (in shares) | 301,175 | |||||
2020 Performance Share Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vested in period (in shares) | 1,043,800 | |||||
Cash paid to settle awards | $ 14.5 |
Stock-Based Compensation - Unve
Stock-Based Compensation - Unvested RSU and PSU Award Activity (Details) | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Restricted Stock Units | |
Shares | |
Unvested at beginning period (in shares) | shares | 869,978 |
Granted (in shares) | shares | 404,955 |
Forfeited (in shares) | shares | (15,100) |
Vested (in shares) | shares | (173,102) |
Unvested at end period (in shares) | shares | 1,086,731 |
Weighted-Average Grant Date Fair Value | |
Unvested at beginning of period, weighted-average grant date fair value (in dollars per share) | $ / shares | $ 11.40 |
Granted, weighted-average grant date fair value (in dollars per share) | $ / shares | 13.38 |
Forfeited, weighted-average grant date fair value (in dollars per share) | $ / shares | 12.33 |
Vested, weighted-average grant date fair value (in dollars per share) | $ / shares | 10.87 |
Unvested at end of period, Weighted-Average Grant Date Fair Value (in dollars per share) | $ / shares | $ 12.21 |
Performance Stock Units | |
Shares | |
Unvested at beginning period (in shares) | shares | 2,616,085 |
Granted (in shares) | shares | 559,325 |
Vested (in shares) | shares | (1,043,800) |
Unvested at end period (in shares) | shares | 2,131,610 |
Weighted-Average Grant Date Fair Value | |
Unvested at beginning of period, weighted-average grant date fair value (in dollars per share) | $ / shares | $ 10.21 |
Granted, weighted-average grant date fair value (in dollars per share) | $ / shares | 18.86 |
Vested, weighted-average grant date fair value (in dollars per share) | $ / shares | 5.36 |
Unvested at end of period, Weighted-Average Grant Date Fair Value (in dollars per share) | $ / shares | $ 14.85 |
Stock-Based Compensation - TSR
Stock-Based Compensation - TSR Multiplier (Details) - Performance Stock Units | 3 Months Ended |
Mar. 31, 2023 | |
Range One | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
TSR Multiplier | 200% |
Range Two | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Range one | 14.50% |
TSR Multiplier | 100% |
Range Three | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Range one | 8.40% |
TSR Multiplier | 50% |
Range Four | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
TSR Multiplier | 0% |
Minimum | Range One | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Range one | 23.90% |
Maximum | Range Four | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Range one | 8.40% |
Long-Term Debt - Schedule of De
Long-Term Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Apr. 12, 2022 |
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 1,002,159 | $ 1,070,136 | |
Long-term debt, net | 991,855 | 1,053,879 | |
Revolving Credit Facility | Line of Credit | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 452,159 | 270,136 | |
Unamortized debt issuance costs | (17,400) | (15,300) | |
Accumulated amortization | 7,500 | 6,500 | |
Term loan | Line of Credit | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 0 | 250,000 | |
Unamortized debt issuance costs | $ 0 | (5,309) | |
8.000% Senior Notes Due 2027 | Senior Notes | |||
Debt Instrument [Line Items] | |||
Interest rate, stated percentage | 8% | 8% | |
Long-term debt, gross | $ 550,000 | 550,000 | |
Unamortized debt issuance costs | $ (10,304) | $ (10,948) |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||||
Mar. 30, 2023 | Nov. 21, 2019 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 29, 2023 | Dec. 31, 2022 | Apr. 12, 2022 | |
Debt Instrument [Line Items] | |||||||
Repayments of borrowings | $ 776,338 | $ 278,269 | |||||
Long-term debt, net | 991,855 | $ 1,053,879 | |||||
Write-off of deferred financing costs | 5,109 | 0 | |||||
Amortization of deferred financing costs | 1,769 | 627 | |||||
EEH Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Current borrowing base under EEH credit agreement | $ 1,400,000 | $ 1,200,000 | |||||
Line of credit, borrowing base | 1,650,000 | ||||||
Credit agreement, covenant, current ratio | 1 | ||||||
Credit agreement, covenant, leverage ratio | 3.5 | ||||||
Additional borrowing base available under credit agreement | 947,800 | ||||||
Amortization of deferred financing costs | 900 | $ 600 | |||||
Averaged interest rate on borrowings | 3.67% | ||||||
Commitment fees on borrowings | 700 | $ 200 | |||||
Capitalized costs associated with borrowings | $ 5,900 | ||||||
EEH Credit Agreement | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 1% | ||||||
EEH Credit Agreement | Federal Funds Rate | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 0.50% | ||||||
EEH Credit Agreement | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 1.25% | ||||||
Commitment fee percentage | 0.375% | ||||||
EEH Credit Agreement | Minimum | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 2.25% | ||||||
EEH Credit Agreement | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 2.25% | ||||||
Commitment fee percentage | 0.50% | ||||||
EEH Credit Agreement | Maximum | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 3.25% | ||||||
EEH Credit Agreement | Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Repayments of borrowings | 250,000 | ||||||
Long-term debt, net | 250,000 | ||||||
Write-off of deferred financing costs | $ 5,100 | ||||||
Amortization of deferred financing costs | $ 200 | ||||||
Averaged interest rate on borrowings | 8.10% | ||||||
EEH Credit Agreement | New Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt, net | $ 452,200 | $ 270,100 | |||||
Long-term debt, percentage bearing annual interest rate | 7.768% | ||||||
Averaged interest rate on borrowings | 7.43% | ||||||
Capitalized costs associated with borrowings | $ 3,100 | ||||||
8.000% Senior Notes Due 2027 | Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt, net | $ 550,000 | ||||||
Interest rate, stated percentage | 8% | 8% | |||||
Interest payable | $ 20,300 |
Asset Retirement Obligations (D
Asset Retirement Obligations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | ||
Beginning asset retirement obligations | $ 30,559 | |
Liabilities incurred | 22 | |
Liabilities settled | (539) | |
Acquisitions | 0 | |
Accretion expense | 629 | $ 397 |
Divestitures | (90) | |
Revision of estimates | 241 | |
Ending asset retirement obligations | $ 30,822 |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Thousands | 3 Months Ended | ||
Feb. 15, 2022 USD ($) shares | Mar. 31, 2023 USD ($) shareholder | Mar. 31, 2022 USD ($) | |
Related Party Transaction [Line Items] | |||
Number of significant shareholders | shareholder | 3 | ||
Deferred acquisition payment - Chisholm | $ 0 | $ 70,000 | |
Chisholm Acquisition | |||
Related Party Transaction [Line Items] | |||
Cash consideration | $ 383,877 | ||
Asset acquisition, ownership percentage before acquisition | 25% | ||
Asset acquisition, percentage of voting interest acquired | 36% | ||
Chisholm Acquisition | Class A Common Stock | |||
Related Party Transaction [Line Items] | |||
Shares of Earthstone class A common stock issued (in shares) | shares | 19,417,476 | ||
Chisholm Acquisition | EEH Credit Agreement | |||
Related Party Transaction [Line Items] | |||
Cash consideration | $ 383,900 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Sep. 12, 2022 director |
Commitments and Contingencies Disclosure [Abstract] | |
Number of directors sued | 6 |
Total number of directors | 10 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Feb. 15, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Income Tax Disclosure [Line Items] | ||||
Accrued income taxes, current | $ 1,800 | $ 1,800 | ||
Income tax expense (benefit) | 18,601 | $ (1,533) | ||
Deferred income tax benefit | (18,601) | 1,327 | ||
Lynden US | ||||
Income Tax Disclosure [Line Items] | ||||
Deferred federal income tax expense | 900 | |||
Deferred state income tax expense | 1,900 | |||
Deferred income tax benefit | 700 | |||
Earthstone Energy, Inc. | ||||
Income Tax Disclosure [Line Items] | ||||
Deferred federal income tax expense | $ 15,800 | |||
Deferred income tax benefit | 6,600 | |||
Earthstone Energy Holdings, LLC | ||||
Income Tax Disclosure [Line Items] | ||||
Deferred income tax benefit | $ 800 | |||
Chisholm Acquisition | Class A Common Stock | ||||
Income Tax Disclosure [Line Items] | ||||
EEH Units issued in connect with Acquisition (in shares) | 19,417,476 |
Supplemental Disclosures - Acco
Supplemental Disclosures - Accounts Payable (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Supplemental Cash Flow Elements [Abstract] | ||
Accounts payable related to vendors | $ 28,798 | $ 76,044 |
Accounts payable related to severance taxes | 8,554 | 10,380 |
Other | 2,796 | 5,391 |
Total accounts payable | $ 40,148 | $ 91,815 |
Supplemental Disclosures - Reve
Supplemental Disclosures - Revenue and Royalties Payable (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Supplemental Cash Flow Elements [Abstract] | ||
Revenue held in suspense | $ 126,248 | $ 101,838 |
Revenue and royalties payable | 68,652 | 61,530 |
Total revenue and royalties payable | $ 194,900 | $ 163,368 |
Supplemental Disclosures - Accr
Supplemental Disclosures - Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Supplemental Cash Flow Elements [Abstract] | ||
Accrued capital expenditures | $ 68,333 | $ 38,482 |
Accrued lease operating expenses | 12,818 | 14,173 |
Accrued interest | 20,883 | 10,995 |
Accrued general and administrative expense | 3,958 | 7,351 |
Accrued ad valorem taxes | 11,041 | 4,243 |
Other | 6,671 | 5,698 |
Total accrued expenses | $ 123,704 | $ 80,942 |
Supplemental Disclosures - Supp
Supplemental Disclosures - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash paid for: | ||
Interest | $ 11,198 | $ 4,580 |
Income taxes | 285 | 0 |
Non-cash investing and financing activities: | ||
Class A Common Stock issued in Chisholm Acquisition | 0 | 249,515 |
Deferred acquisition payment - Chisholm | 0 | 70,000 |
Accrued capital expenditures | 77,150 | 49,853 |
Lease asset additions - ASC 842 | 271 | 678 |
Asset retirement obligations | $ 262 | $ 86 |