Acquisitions and Divestitures | 12 Months Ended |
Dec. 31, 2014 |
Business Combinations [Abstract] | |
Mergers, Acquisitions and Dispositions Disclosures | Note 3. Acquisitions and Divestitures |
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Earthstone Energy Reverse Acquisition |
On December 19, 2014, the Company and OVR closed the transactions contemplated by the Exchange Agreement dated May 15, 2014 and as amended September 26, 2014 between the Company and OVR whereby OVR contributed to the Company the membership interests of its three wholly-owned subsidiaries, which included producing assets, undeveloped acreage and substantially all of its cash of approximately $130 million, inclusive of approximately $107 million in cash received from members’ capital commitments received immediately prior to the Exchange. OVR received approximately 9.1 million shares of newly issued common stock, $0.001 par value per share (the “Common Stock”), of the Company. The Exchange resulted in a change of control of the Company. The Exchange has been accounted in accordance with FASB ASC 805, Business Combinations (“ASC 805”) as a reverse acquisition whereby Oak Valley is considered the acquirer for accounting purposes and Earthstone is the acquiree. ASC 805 also requires, that among other things, assets acquired and liabilities assumed to be measured at their acquisition date fair values. The results of operations from Earthstone’s legacy assets are reflected in the Company’s consolidated statement of operations beginning December 19, 2014. |
An allocation of the purchase price was prepared using, among other things, the year-end reserve report prepared by Cawley, Gillespie and Associates, Inc. that was adjusted and re-priced by the Company’s reserve engineering staff back to December 19, 2014. The following allocation is still preliminary with respect to final tax amounts, pending the completion of the 2014 Earthstone Energy, Inc. tax return and certain accruals and includes the use of estimates based on information that was available to management at the time these audited consolidated financial statements were prepared. Additional changes to the purchase price allocation may result in a corresponding change to goodwill in the period of the change. |
The following table summarizes the consideration paid to acquire the legacy Earthstone net assets and the estimated values of those net assets (in thousands, except share and share price amounts): |
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Shares of Common Stock outstanding before the Exchange | | | 1,734,988 | | | | | | | | | |
Company director and officer restricted shares that vested in the Exchange | | | 18,400 | | | | | | | | | |
Shares of Common Stock issued in the Exchange | | | 9,124,452 | | | | | | | | | |
Total shares of Common Stock outstanding following the Exchange | | | 10,877,840 | | | | | | | | | |
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Shares of Common Stock issued as consideration | | | 1,753,388 | | | | | | | | | |
Closing price of Common Stock (1) | | $ | 19.08 | | | | | | | | | |
Total purchase price | | $ | 33,455 | | | | | | | | | |
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Estimated Fair Value of Liabilities Assumed: | | | | | | | | | | | | |
Current liabilities | | $ | 7,852 | | | | | | | | | |
Long-term debt | | | 7,000 | | | | | | | | | |
Deferred tax liability (2) | | | 2,880 | | | | | | | | | |
Asset retirement obligation | | | 2,227 | | | | | | | | | |
Amount attributable to liabilities assumed | | | 19,959 | | | | | | | | | |
Total purchase price plus liabilities assumed | | $ | 53,414 | | | | | | | | | |
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Estimated Fair Value of Assets Acquired: | | | | | | | | | | | | |
Cash (3) | | $ | 2,920 | | | | | | | | | |
Other current assets | | | 3,466 | | | | | | | | | |
Proved oil and natural gas properties (4) (5) | | | 21,813 | | | | | | | | | |
Unproved oil and natural gas properties | | | 5,524 | | | | | | | | | |
Other non-current assets | | | 745 | | | | | | | | | |
Amount attributable to assets acquired | | $ | 34,468 | | | | | | | | | |
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Goodwill (6) | | $ | 18,946 | | | | | | | | | |
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-1 | The share prices used for the determination of the purchase price was the adjusted closing price of the Common Stock on December 19, 2014. | | | | | | | | | | | |
-2 | This amount represents the recorded book value versus tax value difference in oil and natural gas properties and other net assets as of the date the Exchange on a tax effected basis of approximately 35%. The tax basis of the legacy Earthstone assets were not adjusted in the Exchange. As noted above, however, ASC 805 requires that the Company in a reverse acquisition record the legacy Earthstone net assets at fair value on the date of the Exchange; the fair value of the net assets was in excess of the tax basis and as such required the recognition of a deferred tax liability. | | | | | | | | | | | |
-3 | The components of cash flow in the Exchange transaction in which the legacy Earthstone assets were acquired was $7.1 million in notes payable and accrued interest that was paid in full in conjunction with the Exchange less the cash acquired of $2.9 million. | | | | | | | | | | | |
-4 | The weighted average commodity prices utilized in the determination of the fair value of oil and natural gas properties was $51.62 per barrel of oil and $4.58 per Mcf of natural gas after adjustments for transportation fees and regional price differentials. | | | | | | | | | | | |
-5 | The market assumptions as to future commodity prices, projections of estimated quantities of oil and natural gas reserves, expectations for timing and amount of future development and operating costs, projections of future rates of production, expected recovery rates and risk adjusted discount rates used by the Company to estimate the fair value of the oil and natural gas properties represent Level 3 inputs. For additional information on Level 3 inputs, see Note 5 Fair Value Adjustments. | | | | | | | | | | | |
-6 | Goodwill was determined to be the excess consideration exchanged over the fair value of the Company’s net assets on December 19, 2014. The goodwill recognized will not be deductible for tax purposes. | | | | | | | | | | | |
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2014 Eagle Ford Acquisition Properties |
Also on December 19, 2014, immediately following the Exchange, Flatonia Energy, LLC (“Flatonia”), Parallel Resource Partners, LLC (“Parallel”), and a wholly owned subsidiary of the Company, Sabine, closed the transactions contemplated by the Contribution Agreement dated October 16, 2014 (the “Contribution Agreement”), by and among the Company, OVR, Sabine, Oak Valley Operating, LLC, Parallel, and Flatonia, whereby Parallel contributed 28.57% of the oil and gas property interests held by Flatonia, a wholly owned subsidiary of Parallel, in consideration for approximately 2.96 million shares of Common Stock (the “Contribution”). The assets subject to the Contribution Agreement were certain oil and gas property interests in producing wells and acreage in the Eagle Ford trend of Texas (the “2014 Eagle Ford Acquisition Properties”). One of the subsidiaries included in the Exchange is the operator of the 2014 Eagle Ford Acquisition Properties. The only relationship that Flatonia or Parallel had with this subsidiary or the Company prior to the transaction was that the subsidiary is the operator of the 2014 Eagle Ford Acquisition Properties. The Contribution is being accounted for as a business combination in accordance ASC 805 which among other things requires the assets acquired and liabilities assumed to be measured and recorded at their fair values as of the acquisition date. |
An allocation of the purchase price was prepared using, the year-end reserve report prepared by Cawley, Gillespie and Associates, Inc. that was adjusted and re-priced by the Company’s reserve engineering staff back to December 19, 2014. The following allocation is still preliminary with respect to final tax amounts, pending the completion of the 2014 Flatonia Energy, LLC tax return and certain accruals, it includes the use of estimates based on information that was available to management at the time these audited consolidated financial statements were prepared. The Company’s final allocation of purchase price is dependent on the seller’s tax return because Earthstone received carryover basis on Flatonia’s assets and liabilities because the Contribution Agreement was not a taxable transaction under the United States Internal Revenue Code of 1986, as amended. Additional changes to the purchase price allocation may result in a corresponding change to goodwill in the period of the change. |
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The following table summarizes the consideration paid to acquire the 2014 Eagle Ford Acquisition Properties and the estimated values of those net assets (in thousands, except share and share price amounts): |
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Shares of Common Stock issued as consideration in the Contribution | | | 2,957,288 | | | | | | | | | |
Closing price of Common Stock (1) | | $ | 19.08 | | | | | | | | | |
Total purchase price | | $ | 56,425 | | | | | | | | | |
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Estimated Fair Value of Liabilities Assumed: | | | | | | | | | | | | |
Deferred tax liability (2) | | $ | 4,046 | | | | | | | | | |
Asset retirement obligation | | | 173 | | | | | | | | | |
Amount attributable to liabilities assumed | | | 4,219 | | | | | | | | | |
Total purchase price plus liabilities assumed | | $ | 60,644 | | | | | | | | | |
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Estimated Fair Value of Assets Acquired: | | | | | | | | | | | | |
Proved oil and natural gas properties (3) (4) | | $ | 34,745 | | | | | | | | | |
Unproved oil and natural gas properties | | | 21,853 | | | | | | | | | |
Amount attributable to assets acquired | | $ | 56,598 | | | | | | | | | |
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Goodwill (5) | | $ | 4,046 | | | | | | | | | |
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-1 | The share price used for the determination of the purchase was the adjusted closing price of Common Stock on December 19, 2014, the day the Contribution closed. | | | | | | | | | | | |
-2 | This amount represents the recorded book value to tax difference of the oil and natural gas properties as of the date of the close of the Contribution agreement on a tax effected basis of approximately 34%. As noted above, the Company received the net assets acquired at Flatonia’s carryover tax basis, however ASC 805 requires assets acquired and liabilities assumed be measured at their fair values as of the acquisition date; the fair value of the 2014 Eagle Ford Acquisition Properties on December 19, 2014 was in excess of the tax basis and as such required the recognition of a deferred tax liability. | | | | | | | | | | | |
-3 | The weighted average commodity prices utilized in the determination of the fair value of oil and natural gas properties was $56.36 per barrel of oil and $3.36 per Mcf of natural gas after adjustments for transportation fees and regional price differentials. | | | | | | | | | | | |
-4 | The market assumptions as to future commodity prices, projections of estimated quantities of oil and natural gas reserves, expectations for timing and amount of future development and operating costs, projections of future rates of production, expected recovery rates and risk adjusted discount rates used by the Company to estimate the fair value of the oil and natural gas properties represent Level 3 inputs. For additional information on Level 3 inputs, see Note 5 Fair Value Adjustments. | | | | | | | | | | | |
-5 | Goodwill was determined as the excess consideration exchanged over the fair value of the 2014 Eagle Ford Acquisition Properties on December 19, 2014. Goodwill recognized will not be deductible for tax purposes. | | | | | | | | | | | |
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The following unaudited pro forma combined condensed results of operations are provided for the years ended December 31, 2014 and 2013 as though the Exchange and Contribution had been completed as of the beginning of the comparable prior annual reporting period, or January 1, 2013. The pro forma combined results of operations for the years ended December 31, 2014 and 2013 were been prepared by adjusting the historical results of the Company to include the historical results of the legacy Earthstone properties and the 2014 Eagle Ford Acquisition Properties. These supplemental pro forma results of operations are provided for illustrative purposes only and do not purport to be indicative of the actual results that would have been achieved by the combined company for the periods presented or that may be achieved by the combined company in the future. The pro forma results of operations do not include any cost savings or other synergies that resulted, or may result, from the Exchange or Contribution or any estimated costs that will be incurred to integrate the legacy Earthstone net assets and the 2014 Eagle Ford Acquisition Properties. Future results may vary significantly from the results reflected in this unaudited pro forma financial information because future events and transaction, as well as other factors (in thousands, expect per share amounts). |
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| | Years ended December 31, | | | | | |
| | 2014 | | | 2013 | | | | | |
| | (Unaudited) | | | | | |
Revenue | | $ | 85,633 | | | $ | 66,450 | | | | | |
Income before taxes | | $ | 16,196 | | | $ | 2,460 | | | | | |
Net income available to Earthstone common stockholders | | $ | 10,672 | | | $ | 1,610 | | | | | |
Pro forma net loss per common share: | | | | | | | | | | | | |
Basic and diluted | | $ | 0.77 | | | $ | 0.12 | | | | | |
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The Company’s historical financial information were adjusted to give effect to the pro formas events that were directly attributable to the Exchange and the Contribution and were factually supportable. The unaudited pro forma consolidated results include the historical revenues and expenses of the assets acquired and liabilities assumed in the transactions noted above with the following adjustments: |
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· | Adjustments to recognize incremental depletion expense under the successful efforts method of accounting based on the fair value of the oil and natural gas properties and incremental accretion expense based on the asset retirement costs of the oil and natural gas properties acquired; | | | | | | | | | | | |
· | Eliminate historical interest expense for the legacy Earthstone debt that was retired; | | | | | | | | | | | |
· | Eliminate transaction costs and non-recurring charges directly related to the transactions that were included in the historical results of operations for Earthstone and OVR in the amount of $3.3 million. Transaction costs directly related to the transactions that do not have a continuing impact on the combined Company’s operating results have been excluded from the 2014 and 2013 pro forma earnings; | | | | | | | | | | | |
· | Adjustments to recognize pro forma income tax based on an assumed approximate 35% rate; | | | | | | | | | | | |
· | Adjustments to convert the full cost method financial statement of Earthstone to successful efforts financial statements which included adjusting exploration expense which would not have been capitalized under successful efforts method of accounting for oil and natural gas activities; and | | | | | | | | | | | |
· | Adjustment to eliminate the non-recurring deferred tax expense charge for the conversion of the Oak Valley subsidiaries from a non-taxable partnership to a taxable corporation. | | | | | | | | | | | |
For the year ended December 31, 2014, the Company recognized $0.5 million of oil, natural gas and natural gas liquids sales related to the legacy Earthstone assets and operating expenses of $0.3 million. Additionally, non-recurring transaction costs of $0.9 million were included in the consolidated statement of operations in “General and administrative” expenses; these non-recurring transaction costs have been excluded from the pro forma results for all periods presented above. |
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For the year ended December 31, 2014, the Company recognized $0.6 million of oil, natural gas and natural gas liquids sales related to the 2014 Eagle Ford Acquisition Properties and operating expenses of $0.1 million. Additionally, non-recurring transaction costs of $0.2 million are included in the consolidated statement of operations in “General and administrative” expenses; these non-recurring transaction costs have been excluded from the pro forma results for all periods presented above. |
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2013 Eagle Ford Acquisition |
In July 2013 and August 2013, the Company purchased producing wells and acreage in the Eagle Ford shale trend of South Texas for approximately $71.6 million and $15.1 million, respectively (the “2013 Eagle Ford Acquisition”). The 2013 Eagle Ford Acquisition was accounted for as a business combination in accordance with ASC Topic 805, which among other things, requires assets acquired and liabilities assumed to be measured at fair value as of the effective date of the acquisition. The effective date of the 2013 Eagle Ford Acquisition was January 1, 2013. The estimated fair value of the properties approximates the fair value of consideration, and as a result, no goodwill was recognized. |
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The following table summarizes the consideration paid to acquire the properties and the amounts of the assets acquired and liabilities assumed: |
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(In thousands) | | | | | | | | | | | | |
Purchase price | | $ | 86,687 | | | | | | | | | |
Allocation of purchase price: | | | | | | | | | | | | |
Proved properties (1) (2) | | $ | 57,255 | | | | | | | | | |
Unproved properties | | | 30,041 | | | | | | | | | |
Asset retirement obligations | | | (609 | ) | | | | | | | | |
Total | | $ | 86,687 | | | | | | | | | |
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-1 | The weighted average commodity prices utilized in the determination of the fair value of oil and natural gas properties was $99.32 per barrel of oil and $3.24 per Mcf of natural gas after adjustments for transportation fees and regional price differentials. | | | | | | | | | | | |
-2 | The market assumptions as to future commodity prices, projections of estimated quantities of oil and natural gas reserves, expectations for timing and amount of future development and operating costs, projections of future rates of production, expected recovery rates and risk adjusted discount rates used by the Company to estimate the fair value of the oil and natural gas properties represent Level 3 inputs. For additional information on Level 3 inputs, see Note 5 Fair Value Adjustments. | | | | | | | | | | | |
The following unaudited pro forma combined results of operations are provided for the years ended December 31, 2013 and 2012 as if the 2013 Eagle Ford Acquisition had been completed as of the beginning of the comparable prior annual reporting period, or January 1, 2012. The pro forma combined results of operations for the years ended December 31, 2013 and 2012 have been prepared by adjusting historical results of the Company to include the historical results of the 2013 Eagle Ford Acquisition. These supplemental pro-forma results of operations are provided for illustrative purposes only and do not purport to be indicative of the actual results that would have been achieved by the combined company for the periods presented or that may be achieved by the combined company in the future. The pro forma results of operations do not include any cost savings or other synergies that resulted, or may result, from the Eagle Ford Acquisition or any estimated costs that will be incurred to integrate the 2013 Eagle Ford Acquisition. Future results may vary significantly from the results reflected in this unaudited pro forma financial information because of future events and transactions, as well as other factors. |
The unaudited pro forma consolidated results include the Company’s historical financial information and the revenues and expenses of assets acquired and liabilities assumed in the 2013 Eagle Ford Acquisition (in thousands except share amounts): |
| | Years ended December 31, | |
| | 2013 | | | 2012 | |
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Revenue | | $ | 48,291 | | | $ | 39,804 | |
Loss before taxes | | $ | (5,240 | ) | | $ | (39,796 | ) |
Net loss available to Earthstone common stockholders | | $ | (3,406 | ) | | $ | (25,867 | ) |
Pro forma net loss per common share: | | | | | | | | |
Basic and diluted | | $ | (0.37 | ) | | $ | (2.83 | ) |
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The Company’s historical financial information was adjusted to give effect to the pro formas events that were directly attributable to 2013 Eagle Ford Property acquisition and were factually supportable. The unaudited pro forma consolidated results include the historical revenues and expenses of the assets acquired and liabilities assumed in the transactions noted above with the following adjustments: |
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· | Adjustments to recognize incremental depletion expense under the successful efforts method of accounting based on the fair value of the oil and natural gas properties and incremental accretion expense based on the asset retirement costs of the oil and natural gas properties acquired; | | | | | | | | | | | |
· | Eliminate transaction costs and non-recurring charges directly related to the transactions that were included in the historical results of operations for OVR in the amount of $1.1 million. Transaction costs directly related to the transactions that do not have a continuing impact on the Company’s operating results have been excluded from the 2013 and 2012 pro forma earnings; and | | | | | | | | | | | |
· | Adjustments to recognize pro forma income tax based on an assumed approximately 35% rate. | | | | | | | | | | | |
The amount of revenue and net income from the 2013 Eagle Ford Acquisition included in the Company’s Consolidated Statement of Operations for the year ended December 31, 2013, was $9.5 million and $6.2 million, respectively. |
Acquisition costs of $1.1 million, are included in “General and administrative expense” in the Consolidated Statement of Operations. |
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2013 Divestitures |
In May 17, 2013, OVR sold undeveloped acreage and working interest in nine wells located in Guadalupe County, Texas, and Caldwell County, Texas for cash consideration of $0.5 million. OVR recorded a loss on sale of $0.1 million. The effective date of the sale was April 1, 2013. |
On March 28, 2013, OVR sold undeveloped acreage in Harrison County, Texas, and the working interest in one well for cash consideration of one hundred dollars. OVR recorded a loss on sale of $0.1 million. The effective date of the sale was April 1, 2013. |
2012 Acquisitions and Divestitures |
On December 18, 2012, OVE assigned all of the membership interests of one of its wholly owned subsidiaries (the “Assigned Subsidiary”) to an entity unaffiliated with OVE and OVR. The consolidated financial statements include the accounts of the Assigned Subsidiary through the date of assignment. Prior to the assignment, in February 2012, the OVR predecessor closed on a sale of all of the oil and natural gas assets of the Assigned Subsidiary for cash consideration of $8.5 million. The OVR predecessor used $5.2 million of the proceeds to pay down its credit facility and the remainder to fund capital expenditures and for general corporate purposes. The OVR predecessor recorded a $4.1 million gain on the sale. |
On April 4, 2012, the OVR predecessor acquired various working interests in certain wells and undeveloped acreage in Caddo and DeSoto Parishes, Louisiana, for cash consideration of $1.6 million. The OVR predecessor acquired working interests in 19 wells, including additional interests in eight wells operated by OVO. The effective date of the acquisition was January 1, 2012. |
On March 8, 2012, the OVR predecessor sold working interests and unitized producing acreage in two wells in Lincoln and Webster Parishes, Louisiana, for cash consideration of $0.1 million. The OVR predecessor recorded a gain on sale of $0.1 million. The effective date of the sale was January 1, 2012. |
On March 8, 2012, the OVR predecessor sold working interests in six wells in exchange for a working interests in one well, and cash consideration received by the Company of $1.1 million. The wells are located in DeSoto Parish, Louisiana. The OVR predecessor recorded a gain on sale of $0.6 million. The effective date of the exchange was January 1, 2012. |
On February 16, 2012, the OVR predecessor sold certain assets located in Ouachita Parish, Louisiana. The sale consisted of approximately 395 net acres of unproved leasehold in the Cadeville Prospect and one well in progress in exchange for cash consideration of $0.4 million. The OVR predecessor recorded a gain on sale of $0.1 million. The effective date of the sale was February 1, 2012. |
On February 7, 2012, the OVR predecessor acquired working interests in certain sections of the NW Caldwell Prospect located in Caldwell County, Texas, for cash consideration of $1.0 million. The acquired leasehold added approximately 1,973 net acres of unproved leasehold to the NW Caldwell Prospect, all of which was subsequently divested on May 17, 2013. The effective date of the acquisition was January 25, 2012. |
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