Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 04, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | ESTE | |
Entity Registrant Name | EARTHSTONE ENERGY INC | |
Entity Central Index Key | 10,254 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 22,289,177 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 23,809 | $ 23,264 |
Accounts receivable: | ||
Oil, natural gas, and natural gas liquids revenues | 9,205 | 13,529 |
Joint interest billings and other | 2,108 | 4,924 |
Prepaid expenses and other current assets | 2,376 | 498 |
Current derivative asset | 185 | 3,694 |
Total current assets | 37,683 | 45,909 |
Oil and gas properties, successful efforts method: | ||
Proved properties | 348,408 | 283,644 |
Unproved properties | 59,942 | 34,609 |
Total oil and gas properties | 408,350 | 318,253 |
Accumulated depreciation, depletion, and amortization | (135,823) | (119,920) |
Net oil and gas properties | 272,527 | 198,333 |
Other noncurrent assets: | ||
Goodwill | 20,549 | 17,532 |
Office and other equipment, less accumulated depreciation of $1,426 and $1,028 at September 30, 2016 and December 31, 2015 | 1,605 | 1,934 |
Other noncurrent assets | 1,112 | 1,236 |
TOTAL ASSETS | 333,476 | 264,944 |
Current liabilities: | ||
Accounts payable | 12,529 | 11,580 |
Accrued expenses | 10,445 | 12,975 |
Revenues and royalties payable | 6,846 | 8,576 |
Advances | 6,481 | 15,447 |
Current portion of long-term debt | 1,591 | |
Current derivative liability | 1,237 | |
Total current liabilities | 39,129 | 48,578 |
Noncurrent liabilities: | ||
Long-term debt | 13,104 | 11,191 |
Asset retirement obligations | 5,815 | 5,075 |
Noncurrent derivative liability | 1,101 | |
Deferred tax liability | 1,051 | |
Other noncurrent liabilities | 183 | 227 |
Total noncurrent liabilities | 21,254 | 16,493 |
Commitments and Contingencies (Note 10) | ||
Equity: | ||
Preferred stock, $0.001 par value, 20,000,000 shares authorized; none issued or outstanding | ||
Common stock, $0.001 par value, 100,000,000 shares authorized; 22,289,177 and 13,835,128 shares issued and outstanding at September 30, 2016 and December 31, 2015 | 23 | 14 |
Additional paid-in capital | 452,790 | 358,086 |
Accumulated deficit | (179,260) | (157,767) |
Treasury stock, 15,357 shares at September 30, 2016 and December 31, 2015 | (460) | (460) |
Total equity | 273,093 | 199,873 |
TOTAL LIABILITIES AND EQUITY | $ 333,476 | $ 264,944 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Statement Of Financial Position [Abstract] | ||
Office and other equipment, accumulated depreciation | $ 1,426 | $ 1,028 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 22,289,177 | 13,835,128 |
Common stock, shares outstanding | 22,289,177 | 13,835,128 |
Treasury stock, shares | 15,357 | 15,357 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Oil, natural gas, and natural gas liquids revenues: | ||||
Oil | $ 8,262 | $ 10,385 | $ 21,898 | $ 31,586 |
Natural gas | 1,417 | 1,971 | 3,376 | 5,483 |
Natural gas liquids | 851 | 677 | 1,843 | 2,164 |
Total oil, natural gas, and natural gas liquids revenues | 10,530 | 13,033 | 27,117 | 39,233 |
Gathering income | 55 | 60 | 142 | 233 |
Gain (loss) on sales of oil and gas properties, net | 8 | (13) | 8 | 1,667 |
Total revenues | 10,593 | 13,080 | 27,267 | 41,133 |
Production costs: | ||||
Lease operating expense | 3,981 | 4,138 | 10,248 | 12,751 |
Severance taxes | 522 | 746 | 1,418 | 2,122 |
Rig idle and contract termination expense | 5,059 | |||
Depreciation, depletion, and amortization | 5,149 | 8,107 | 16,252 | 22,705 |
Re-engineering and workovers | 798 | 234 | 1,379 | 520 |
Exploration expense | 5 | 142 | ||
General and administrative expense | 3,131 | 2,450 | 8,602 | 7,505 |
General and administrative expense - stock-based compensation | 1,328 | 1,889 | ||
Total operating costs and expenses | 14,909 | 15,675 | 44,852 | 45,745 |
Loss from operations | (4,316) | (2,595) | (17,585) | (4,612) |
OTHER INCOME (EXPENSE) | ||||
Interest expense, net | (341) | (169) | (934) | (507) |
Gain (loss) on derivative contracts, net | 946 | 5,166 | (2,517) | 4,522 |
Other income (expense), net | 12 | 127 | (70) | 384 |
Total other income (expense) | 617 | 5,124 | (3,521) | 4,399 |
(Loss) income before income taxes | (3,699) | 2,529 | (21,106) | (213) |
Income tax expense (benefit) | 201 | 811 | 387 | (69) |
Net (loss) income | $ (3,900) | $ 1,718 | $ (21,493) | $ (144) |
Net (loss) income per common share: | ||||
Basic | $ (0.17) | $ 0.12 | $ (1.23) | $ (0.01) |
Diluted | $ (0.17) | $ 0.12 | $ (1.23) | $ (0.01) |
Weighted average common shares outstanding: | ||||
Basic | 22,289,177 | 13,835,128 | 17,433,079 | 13,835,128 |
Diluted | 22,289,177 | 13,835,128 | 17,433,079 | 13,835,128 |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Equity (Unaudited) - 9 months ended Sep. 30, 2016 - USD ($) $ in Thousands | Total | Lynden Arrangement [Member] | Common Stock [Member] | Common Stock [Member]Lynden Arrangement [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]Lynden Arrangement [Member] | Accumulated Deficit [Member] | Treasury Stock [Member] |
Beginning Balance, amount at Dec. 31, 2015 | $ 199,873 | $ 14 | $ 358,086 | $ (157,767) | $ (460) | |||
Beginning Balance, shares at Dec. 31, 2015 | 13,835,128 | (15,357) | ||||||
Common stock issued, net of offering costs | 47,125 | $ 5 | 47,120 | |||||
Common stock issued, net of offering costs, shares | 4,753,770 | |||||||
Stock-based compensation expense | 1,889 | 1,889 | ||||||
Stock issued during period for acquisitions | $ 45,699 | $ 4 | $ 45,695 | |||||
Stock issued during period for acquisitions, shares | 3,700,279 | |||||||
Net loss | (21,493) | (21,493) | ||||||
Ending Balance, amount at Sep. 30, 2016 | $ 273,093 | $ 23 | $ 452,790 | $ (179,260) | $ (460) | |||
Ending Balance, shares at Sep. 30, 2016 | 22,289,177 | (15,357) |
Condensed Consolidated Stateme6
Condensed Consolidated Statement of Equity (Unaudited) (Parenthetical) $ in Millions | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Statement Of Stockholders Equity [Abstract] | |
Common stock issued, offering costs | $ 2.7 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (21,493,000) | $ (144,000) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation, depletion, and amortization | 16,252,000 | 22,705,000 |
Total loss (gain) on derivative contracts, net | 2,517,000 | (4,522,000) |
Operating portion of net cash received in settlement of derivative contracts | 3,330,000 | 4,178,000 |
Rig idle and termination expense | 5,059,000 | |
Accretion of asset retirement obligations | 404,000 | 425,000 |
Stock-based compensation | 1,889,000 | |
Deferred income taxes | 387,000 | (69,000) |
Amortization of deferred financing costs | 220,000 | 195,000 |
Settlement of asset retirement obligations | (15,000) | (65,000) |
Gain on sale of assets | (8,000) | (1,667,000) |
Changes in assets and liabilities: | ||
Decrease in accounts receivable | 9,141,000 | 5,362,000 |
(Increase) decrease in prepaid expenses and other | (1,790,000) | 548,000 |
Decrease in accounts payable and accrued expenses | (3,462,000) | (15,547,000) |
Decrease in revenue and royalties payable | (1,730,000) | (7,318,000) |
(Decrease) increase in advances | (8,966,000) | 224,000 |
Net cash provided by operating activities | 1,735,000 | 4,305,000 |
Cash flows from investing activities: | ||
Lynden Arrangement, net of cash acquired | (31,334,000) | |
Acquisitions of oil and gas property | (8,706,000) | |
Additions to oil and gas property and equipment | (15,272,000) | (57,705,000) |
Additions to other property and equipment | (63,000) | (328,000) |
Proceeds from sales of oil and gas properties | 3,441,000 | |
Net cash used in investing activities | (46,669,000) | (63,298,000) |
Cash flows from financing activities: | ||
Proceeds from borrowings | 36,597,000 | |
Repayments of borrowings | (38,165,000) | |
Issuance of common stock, net of offering costs of $2.7 million | 47,125,000 | |
Deferred financing costs | (78,000) | (127,000) |
Net cash provided by (used in) financing activities | 45,479,000 | (127,000) |
Net increase (decrease) in cash and cash equivalents | 545,000 | (59,120,000) |
Cash and cash equivalents at beginning of period | 23,264,000 | 100,447,000 |
Cash and cash equivalents at end of period | 23,809,000 | 41,327,000 |
Cash paid for: | ||
Interest | 688,000 | 284,000 |
Non-cash investing and financing activities: | ||
Common stock issued for Lynden Arrangement | 45,698,000 | |
Acquisitions of oil and gas property | 2,130,000 | |
Asset retirement obligations | $ 101,000 | $ 128,000 |
Condensed Consolidated Stateme8
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) - USD ($) $ in Millions | 1 Months Ended | 9 Months Ended |
Jun. 30, 2016 | Sep. 30, 2016 | |
Statement Of Cash Flows [Abstract] | ||
Issuance of common stock, offering costs | $ 2.7 | $ 2.7 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 1. Basis of Presentation and Summary of Significant Accounting Policies Earthstone Energy, Inc., a Delaware corporation (“Earthstone” or the “Company”) is an independent oil and gas exploration and production company focused on the acquisition, development, exploration and production of onshore, crude oil and natural gas reserves, with a current focus on the Eagle Ford trend and Midland Basin in Texas and the Williston Basin of North Dakota and Montana. The accompanying Unaudited Condensed Consolidated Financial Statements of Earthstone and its wholly-owned subsidiaries, which we refer to as “we,” “our” or “us,” have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to interim financial statements. 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. The Company’s Condensed Consolidated Balance Sheet at December 31, 2015 is derived from the audited consolidated financial statements at that date. The preparation of financial statements in conformity with the generally accepted accounting principles of the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. For further information, see Note 2 Interim period results are not necessarily indicative of results of operations or cash flows for the full year and accordingly, certain information normally included in financial statements and the accompanying notes prepared in accordance with GAAP, has been condensed or omitted. These financial statements should be read in conjunction with the 2015 Form 10-K, and the Company’s other filings with the SEC. Certain prior-period amounts have been reclassified to conform to current-period presentation including amounts within the adjustments to reconcile net loss to net cash provided by from operating activities on the Condensed Consolidated Statements of Cash Flows. Specifically, the non-cash changes in fair value of the Company’s commodity swaps have been reclassified from the changes in the Unrealized loss (gain) on derivative contracts caption (which resulted in the caption being eliminated) with offsetting reclassifications to the captions, Total loss (gain) on derivative contracts, net and Operating portion of net cash received in settlement of derivative contracts. These reclassifications had no effect on Net cash provided by operating activities or any other subtotal in the Condensed Consolidated Statements of Cash Flows. Recently Issued Accounting Standards Standards adopted in 2016 Debt Issuance Costs – In April 2015, the Financial Accounting Standards Board (“FASB”) issued updated guidance which changes the presentation of debt issuance costs in the financial statements. Under this updated guidance, debt issuance costs are presented on the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs is reported as interest expense. In August 2015, the FASB subsequently issued a clarification as to the handling of debt issuance costs related to line-of-credit arrangements that allows the presentation of these costs as an asset. The standards update was effective for interim and annual periods beginning after December 15, 2015. The Company adopted this standards update, as required, effective January 1, 2016. The adoption of this standards update did not affect the Company’s method of amortizing debt issuance costs and did not have a material impact on its Condensed Consolidated Financial Statements. Measurement-Period Adjustments – In September 2015, the FASB issued updated guidance that eliminates the requirement to restate prior periods to reflect adjustments made to provisional amounts recognized in a business combination. The updated guidance requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The standards update was effective prospectively for interim and annual periods beginning after December 15, 2015, with early adoption permitted. The Company adopted this standard update, as required, effective January 1, 2016, which did not have a material impact on its Condensed Consolidated Financial Statements. Stock Compensation - In March 2016, the FASB issued updated guidance on share-based payment accounting. The standards update is intended to simplify several areas of accounting for share-based compensation arrangements, including the income tax impact, classification on the statement of cash flows and forfeitures. The standards update is effective for interim and annual periods beginning after December 15, 2016 with early adoption permitted. The Company elected to early-adopt this standards update as of April 1, 2016 in connection with its initial grant of awards under the Company’s 2014 Long Term Incentive Plan. The Company has elected to record the impact of forfeitures on compensation cost as they occur. The Company is also permitted to withhold income taxes upon settlement of equity-classified awards at up to the maximum statutory tax rates. There was no retrospective adjustment as the Company did not have any outstanding equity awards prior to adoption. See . Standards not yet adopted Revenue Recognition - In May 2014, the FASB issued updated guidance for recognizing revenue from contracts with customers. The objective of this guidance is to establish principles for reporting information about the nature, timing, and uncertainty of revenue and cash flows arising from an entity’s contracts with customers, including qualitative and quantitative disclosures about contracts with customers, significant judgments and change in judgments, and assets recognized from the costs to obtain or fulfill a contract. In August 2015, the FASB issued guidance deferring the effective date of this standards update for one year, to be effective for interim and annual periods beginning after December 15, 2017. In March 2016, the FASB issued guidance which clarifies the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued further guidance on identifying performance obligations and clarification of the licensing implementation guidance. Early adoption of this updated guidance is permitted as of the original effective date of December 31, 2016. The Company expects to adopt this standards update, as required, beginning with the first quarter of 2018. The Company is in the process of evaluating the impact, if any, of the adoption of this guidance on its Condensed Consolidated Financial Statements. Leases – In February 2016, the FASB issued updated guidance on accounting for leases. The update requires that a lessee recognize in the statement of financial position a liability to make lease payments and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. Similar to current guidance, the update continues to differentiate between finance leases and operating leases; however, this distinction now primarily relates to differences in the manner of expense recognition over time and in the classification of lease payments in the statement of cash flows. The standards update is effective for interim and annual periods beginning after December 15, 2018 with early adoption permitted. Entities are required to use a modified retrospective adoption, with certain relief provisions, for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements when adopted. The Company expects to adopt this standards update, as required, beginning with the first quarter of 2019. The Company is in the process of evaluating the impact, if any, of the adoption of this guidance on its Condensed Consolidated Financial Statements. Statement of Cash Flows – In August 2016, the FASB issued updated guidance that clarifies how certain cash receipts and cash payments are presented in the statement of cash flows. This update provides guidance on eight specific cash flow issues. The standards update is effective for interim and annual periods beginning after December 15, 2017, and should be applied retrospectively to all periods presented. Early adoption is permitted. The Company expects to adopt this standards update, as required, beginning with the first quarter of 2018. The Company is in the process of evaluating the impact, if any, of the adoption of this guidance on its Condensed Consolidated Financial Statements. |
Acquisitions and Divestitures
Acquisitions and Divestitures | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Acquisitions and Divestitures | Note 2. Acquisitions and Divestitures Lynden Arrangement In May 2016, the Company acquired Lynden Energy Corp. (“Lynden”) in an all-stock transaction. The acquisition was made through an arrangement (the “Arrangement”) instead of a merger because Lynden is incorporated in British Columbia, Canada. The Company acquired all the outstanding shares of common stock of Lynden through a newly formed Company subsidiary, with Lynden surviving in the transaction as a wholly-owned subsidiary of the Company. The Company issued 3,700,279 shares of its common stock to the holders of Lynden common stock in the transaction. The Arrangement was accounted for as a business combination in accordance with FASB ASC Topic 805, Business Combinations An allocation of the purchase price was prepared using, among other things, a reserve report prepared by qualified reserve engineers and priced as of the acquisition date. The following allocation is still preliminary with respect to final tax amounts and certain accruals and includes the use of estimates based on information that was available to management at the time these condensed 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 transferred, fair value of assets acquired and liabilities assumed and resulting goodwill ( in thousands, except share and share price amount Consideration: Shares of Earthstone common stock issued in the Arrangement 3,700,279 Closing price of Earthstone common stock as of May 18, 2016 $ 12.35 Total consideration to Lynden shareholders $ 45,698 Fair Value of Liabilities Assumed: Credit facility (4) $ 36,597 Current liabilities 1,895 Deferred tax liability (1) 664 Asset retirement obligations 250 Total consideration plus liabilities assumed $ 85,104 Fair Value of Assets Acquired: Cash and cash equivalents (4) $ 5,263 Current assets 2,108 Proved oil and gas properties (2)(3) 48,116 Unproved oil and gas properties 26,600 Amount attributable to assets acquired $ 82,087 Goodwill (5) $ 3,017 1. This amount represents the recorded book value to tax difference in the oil and natural gas properties as of the date of the Arrangement on a tax effected basis of approximately 34.5%. 2. The weighted average commodity prices utilized in the determination of the fair value of oil and natural gas properties was $64.73 per barrel of oil, $3.68 per Mcf of natural gas and $19.34 per barrel of oil equivalent for natural gas liquids, after adjustments for transportation fees and regional price differentials. 3. The market assumptions as to the future commodity prices, projections of estimated quantities of oil and natural gas reserves, expectations for timing and amount of the future development and operating costs, projecting of future rates of production, expected recovery rate 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; see Note 4 Fair Value Measurements, 4. Concurrent with closing the Arrangement, the Company paid off the outstanding balance of $36.6 million on the Lynden credit facility. The settlement of the debt and the cash acquired is equal to the $31.3 million net cash outflow associated with the Arrangement. 5 Goodwill was determined to be the excess consideration exchanged over the fair value of the net assets of Lynden on May 18, 2016. The goodwill resulted from the expected synergies of the management team and balance sheet of the Company combined with the key assets acquired in the Midland Basin area. The goodwill recognized will not be deductible for tax purposes. The following unaudited supplemental pro forma condensed results of operations present consolidated information as though the Arrangement had been completed as of January 1, 2015. The unaudited supplemental pro forma financial information was derived from the historical consolidated and combined statements of operations for the Company and Lynden and adjusted to include: (i) depletion expense applied to the adjusted basis of the properties acquired, (ii) accretion expense associated with the asset retirement obligations recorded using the Company’s assumptions about the future liabilities and (iii) interest expense based on the combined debt of the Company post-acquisition. These unaudited supplemental pro forma results of operations are provided for illustrative purposes only and do not purport to be indicative of the actual results that would have been achieved by the combined company for the periods presented or that may be achieved by the combined company in the future. Future results may vary significantly from the results reflected in this unaudited pro forma financial information ( in thousands, except per share amounts Three Months Ended September 30, Nine Months Ended September 30, 2015 2016 2015 (Unaudited) Revenue $ 16,473 $ 32,677 $ 52,792 Income (loss) before taxes $ 1,698 $ (20,603 ) $ 142 Income (loss) available to Earthstone common stockholders $ 1,165 $ (21,696 ) $ 80 Pro Forma net income (loss) per common share: Basic and diluted $ 0.07 $ (1.12 ) $ 0.00 The results of operations attributable to Lynden are included in our Condensed Consolidated Statements of Operations beginning in May 2016. During the three and nine months ended September 30, 2016, the Company recognized $2.8 million and $4.3 million, respectively, of oil, natural gas and natural gas liquids sales related to the Lynden assets and $2.2 million and $3.1 million, respectively, of operating expenses, inclusive of depletion. During the three and nine months ended September 30, 2016, the Company recognized $0 and $0.7 million, respectively, of non-recurring transaction costs related to this acquisition. Other Acquisitions In June 2015, the Company acquired a 50% operated working interests in approximately 1,000 gross acres in southern Gonzales County, Texas. The acreage, acquired for future Eagle Ford development, is 100% held-by-production by two gross Austin Chalk wells with gross production of 44 barrels of oil equivalent per day as of the time of acquisition. Also during June 2015, the Company acquired 400 gross acres in northern Karnes County, Texas, which is adjacent to the 1,000 gross acres in southern Gonzales County, Texas. Subsequent trades in Karnes County reduced the gross acreage from 400 to 350 gross acres (117 net acres). The following table summarizes the consideration paid to acquire the properties and the estimated fair values of the assets acquired and liabilities assumed (in thousands) Purchase price $ 4,066 Estimated fair value of assets acquired: Proved oil and natural gas properties $ 588 Unproved oil and natural gas properties 3,496 Total assets acquired $ 4,084 Estimated fair value of liabilities assumed: Asset retirement obligations $ 13 Other liabilities 5 Total liabilities assumed $ 18 Consideration paid $ 4,066 Pro forma financial information, assuming the acquisition occurred at the beginning of each period presented, has not been presented because the effect on the Company’s results for each of those periods is not material. The results of the above acquisitions have been included in the Company’s Condensed Consolidated Financial Statements since the date of each acquisition. Additionally, in June 2015, the Company acquired additional acreage and working interest in wells located within existing Bakken spacing units primarily located in the Banks Field of McKenzie County, North Dakota, for $1.4 million plus purchase price adjustments of $2.0 million for the revenues, net of production taxes and operating expenses and capital costs incurred for the existing wells. The acquisition included 164 net acres which allowed the Company to increase its working interest in approximately 41 producing wells and 21 wells that are in the drilling and completion phase. In August 2015, the Company acquired a 33% working interest in approximately 1,650 gross acres, in southern Gonzales County, Texas for $3.3 million. Divestitures In April 2015, the Company sold substantially all of its Louisiana properties located primarily in DeSoto and Caddo Parishes for cash consideration of $3.4 million, recording a gain of $1.6 million. The effective date of the transaction was March 1, 2015. |
Derivative Financial Instrument
Derivative Financial Instruments | 9 Months Ended |
Sep. 30, 2016 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Note 3. Derivative Financial Instruments The Company is exposed to certain risks relating to its ongoing business operations, such as commodity price risk. Derivative contracts are utilized to economically hedge the Company’s exposure to price fluctuations and reduce the variability in the Company’s cash flows associated with anticipated sales of future oil and natural gas production. The Company follows FASB ASC Topic 815, Derivatives and Hedging, The Company’s crude oil and natural gas derivative positions consist of swaps. Swaps are designed so that the Company receives or makes payments based on a differential between fixed and variable prices for crude oil and natural gas. The Company has elected to not designate any of its derivative contracts for hedge accounting. Accordingly, the Company records the net change in the mark-to-market valuation of these derivative contracts, as well as all payments and receipts on settled derivative contracts, in “ Gain (loss) on derivative contracts, net With an individual derivative counterparty, the Company may have multiple hedge positions that expire at various points in the future and result in fair value asset and liability positions. At the end of each reporting period, those positions are offset to a single fair value asset or liability for each commodity by counterparty, and the netted balance is reflected in the Condensed Consolidated Balance Sheets as an asset or a liability. 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. As of September 30, 2016, the Company had the following open crude oil derivative positions: Price Swaps Period Commodity Volume (Bbls) Weighted Average Price ($/Bbl) Q4 2016 Crude Oil 135,000 $ 49.35 Q1 - Q4 2017 Crude Oil 420,000 $ 48.86 Q1 - Q4 2018 Crude Oil 270,000 $ 50.70 As of September 30, 2016, the Company had the following open natural gas derivative positions: Price Swaps Period Commodity Volume (MMBtu) Weighted Average Price ($/MMBtu) Q4 2016 Natural Gas 300,000 $ 2.604 Q1 - Q4 2017 Natural Gas 1,560,000 $ 2.946 Q1 - Q4 2018 Natural Gas 600,000 $ 2.907 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) September 30, 2016 December 31, 2015 Derivatives not designated as hedging contracts under ASC Topic 815 Balance Sheet Location Gross Recognized Assets / Liabilities Gross Amounts Offset Net Recognized Assets / Liabilities Gross Recognized Assets / Liabilities Gross Amounts Offset Net Recognized Assets / Liabilities Commodity contracts Current derivative assets $ 484 $ (299 ) $ 185 $ 3,694 $ — $ 3,694 Commodity contracts Current derivative liabilities $ (1,536 ) $ 299 $ (1,237 ) $ — $ — $ — Commodity contracts Noncurrent derivative liabilities $ (1,101 ) $ — $ (1,101 ) $ — $ — $ — The following table summarizes the location and amounts of the Company’s realized and unrealized gains and losses on derivative instruments in the Company’s Condensed Consolidated Statements of Operations (in thousands) Three Months Ended September 30, Nine Months Ended September 30, Derivatives not designated as hedging contracts under ASC Topic 815 Statement of Operations Location 2016 2015 2016 2015 Unrealized gain (loss) on commodity contracts Gain (loss) on derivative contracts, net $ 413 $ 3,425 $ (5,847 ) $ 344 Realized gain on commodity contracts Gain (loss) on derivative contracts, net $ 533 $ 1,741 $ 3,330 $ 4,178 $ 946 $ 5,166 $ (2,517 ) $ 4,522 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 4. Fair Value Measurements FASB ASC Topic 820, Fair Value Measurements and Disclosure The three-level fair value hierarchy for disclosure of fair value measurements defined by 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 nine months ended September 30, 2016. Fair Value on a Recurring Basis Derivative financial instruments are carried at fair value and measured on a recurring basis. The derivative financial instruments consist of swaps for crude oil and natural gas. The Company’s swaps are valued based on a discounted future cash flow model. The primary input for the model is published forward commodity price curves. The swaps are also designated as Level 2 within the valuation hierarchy. The fair values of commodity derivative instruments in an asset position include a measure of counterparty nonperformance risk, and the fair values of commodity derivative instruments in a liability position include a measure of the Company’s nonperformance risk. These measurements were not material to the Condensed Consolidated Financial Statements. The following table summarizes the fair value of the Company’s financial assets and liabilities, by level within the fair-value hierarchy (in thousands) September 30, 2016 Level 1 Level 2 Level 3 Total Financial assets Current derivative assets $ — $ 185 $ — $ 185 Total financial assets $ — $ 185 $ — $ 185 Financial liabilities Current derivative liabilities $ — $ (1,237 ) $ — $ (1,237 ) Noncurrent derivative liabilities — (1,101 ) — (1,101 ) Total financial liabilities $ — $ (2,338 ) $ — $ (2,338 ) December 31, 2015 Financial assets Current derivative assets $ — $ 3,694 $ — $ 3,694 Total financial assets $ — $ 3,694 $ — $ 3,694 The carrying amounts of the Company’s other financial instruments, which include cash, accounts receivable, accounts payable, advances and revenues and royalties payable, approximate their respective fair values due to the relatively short-term nature of these instruments. The Company has long-term debt obligations, which consist of a credit facility with a floating interest rate structure, and an unsecured promissory note, with interest rates that are currently available to the Company for debt with similar terms. Both obligations carrying amounts approximate fair value. 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 and goodwill. These assets and liabilities are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances. Fair value measurements of certain assets acquired and certain liabilities assumed in business combinations are based on inputs that are not observable in the market and thus represent Level 3 inputs. The fair value of acquired properties is based on market and cost approaches. Asset retirement obligation estimates are derived from historical costs as well as management’s expectations of future cost environments. As there is no corroborating market activity to support the assumptions, the Company has designated these liabilities as Level 3 as well. The Company did not recognize any impairment write-downs with respect to its oil and natural gas properties or goodwill during the three and nine months ended September 30, 2016. |
Equity
Equity | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Equity | Note 5. Equity Common Stock Offering In June 2016, the Company completed a public offering of 4,753,770 shares of common stock (including 253,770 shares purchased pursuant to the underwriters’ overallotment option), at an issue price of $10.50 per share. The Company received net proceeds from this offering of $47.1 million, after deducting underwriters’ fees and offering expenses of $2.7 million. The Company used a portion of the net proceeds from the offering to repay outstanding indebtedness under its revolving credit facility with the remainder held in cash for general corporate purposes. Earnings (Loss) Per Share The following table presents the reconciliation of the numerator and denominator for calculating earnings per share ( in thousands, except share and per share amounts Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Basic EPS: Net (loss) income $ (3,900 ) $ 1,718 $ (21,493 ) $ (144 ) Weighted average common shares outstanding 22,289,177 13,835,128 17,433,079 13,835,128 Basic (loss) income per common share $ (0.17 ) $ 0.12 $ (1.23 ) $ (0.01 ) Diluted EPS: Net (loss) income $ (3,900 ) $ 1,718 $ (21,493 ) $ (144 ) Weighted average common shares outstanding 22,289,177 13,835,128 17,433,079 13,835,128 Add: Dilutive effect of restricted stock units — — — — Diluted weighted average common shares outstanding 22,289,177 13,835,128 17,433,079 13,835,128 Diluted (loss) income per common share $ (0.17 ) $ 0.12 $ (1.23 ) $ (0.01 ) For the three and nine months ended September 30, 2016, the Company excluded zero and 14,212 shares, respectively for the dilutive effect of restricted stock units in calculating diluted earnings per share as the effect was anti-dilutive due to the net loss incurred for these periods. For the three and nine months ended September 30, 2015, there were no restricted stock units issued or outstanding under the Company’s long-term incentive plan. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | Note 6. Stock-Based Compensation Incentive Plan In December 2014, the Company’s stockholders approved and adopted, effective on December 19, 2014, the 2014 Long-Term Incentive Plan (the “2014 Plan”), which remains in effect until December 18, 2024. In October 2015, the 2014 Plan was amended to increase the number of shares of the Company’s common stock authorized to be issued. Under the 2014 Plan, the board of directors is authorized to grant stock options, restricted stock awards, restricted stock units, stock appreciation rights, performance units, performance bonuses, stock awards and other incentive awards to the Company’s employees or those of its subsidiaries or affiliates as well as persons rendering consulting or advisory services and non-employee directors, subject to the conditions set forth in the 2014 Plan. The 2014 Plan currently provides that a maximum of 1,500,000 shares of the Company’s common stock may be issued in conjunction with awards granted under the 2014 Plan. Awards that are forfeited or awards settled in cash are available for future issuance under the 2014 Plan. As of September 30, 2016, 727,500 shares of common stock remained available for issuance under the 2014 Plan. The Company accounts for stock-based compensation in accordance with FASB ASC Topic 718, Compensation – Stock Compensation. Restricted Stock Units Restricted stock units (“RSUs”) represents a contingent right to receive one share of the Company’s common stock and vest upon satisfaction of the requisite service conditions. Prior to the RSUs vesting, recipients have no ownership interest in the Company’s common stock, no rights to vote and no rights to receive any dividends. The RSUs grant date fair values are based on the Company’s closing common stock price at the date of grant. Expense is recognized on a straight-line basis over the requisite service period of the entire award ensuring compensation cost recognized is consistent with the number of awards vested. Forfeitures are accounted for as they occur through reversal of the previously recognized expense on the awards that were forfeited during the period. During the nine months ended September 30, 2016, the Company granted 772,500 RSUs with a weighted average grant date fair value of $12.55. The RSUs vest over a 19 or 34 month period with one-third of the award vesting at the end of either seven or 10 months and the remaining two-thirds vesting monthly thereafter. As of September 30, 2016, all 772,500 RSUs were unvested. For the three and nine months ended September 30, 2016, the Company recognized $1.3 million and $1.9 million, respectively, of stock-based compensation expense. There was no stock-based compensation expense recognized for the comparable periods in 2015. At September 30, 2016, the Company had $7.8 million of unrecognized compensation expense related to unvested RSUs to be recognized over a weighted-average period of 1.4 years. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Debt | Note 7. Debt Credit Facility In December 2014, the Company entered into a credit agreement providing for a $500.0 million four-year senior secured revolving credit facility. At September 30, 2016, the borrowing base under the credit agreement was $75.0 million and is subject to redetermination during May and November of each year. As of September 30, 2016, outstanding borrowings under the credit agreement bear interest at a rate elected by the Company that is equal to a base rate (which is equal to the greater of the prime rate, the Federal Funds effective rate plus 0.50%, and 1-month LIBOR plus 1.00%) or LIBOR, in each case plus the applicable margin. The applicable margin ranges from 1.25% to 2.25% for base rate loans and from 2.25% to 3.25% for LIBOR loans, in each case depending on the amount of the loan outstanding in relation to the borrowing base. The Company is obligated to pay a quarterly commitment fee of 0.50% per year on the unused portion of the borrowing base, which fee is also dependent on the amount of the loan outstanding in relation to the borrowing base. The Company is also required to pay customary letter of credit fees. Principal amounts outstanding under the credit facility are due and payable in full at maturity on December 19, 2018. All of the obligations under the credit agreement, and the guarantees of those obligations, are secured by substantially all of the Company’s assets. As of September 30, 2016, the Company had a $75.0 million borrowing base, with $10.0 million of debt outstanding, (bearing an interest rate of 2.773%), $0.2 million of letters of credit outstanding, resulting in $64.8 million of borrowing base availability under its credit facility. The credit facility contains a number of customary covenants that, among other things, restrict, subject to certain exceptions, the Company’s ability to incur additional indebtedness, create liens on assets, pay dividends, and repurchase its capital stock. In addition, the Company is required to maintain certain financial ratios, including a minimum modified current ratio which includes the available borrowing base of 1.0 to 1.0 and a maximum annualized quarterly leverage ratio of 4.0 to 1.0. The Company is also required to submit an audited annual report 120 days after the end of each fiscal period. As of September 30, 2016 and December 31, 2015, the Company was in compliance with these covenants under the credit facility. Promissory Note In July 2016, the Company issued a $5.1 million unsecured promissory note to a drilling rig contractor in settlement of rig idle charges and the termination amount of the contract. These expenses from late January 2016 through June 2016 were recognized in the Company’s Condensed Consolidated Statement of Operations in the line item Rig idle and contract termination expense Interest expense for the three and nine months ended September 30, 2016, includes amortization of deferred financing costs of $78,000 and $0.2, million, respectively. Interest expense for the three and nine months ended September 30, 2015, includes amortization of deferred financing costs of $65,000 and $0.2, million, respectively. As of September 30, 2016 and December 31, 2015, $0.7 million and $0.8 million, respectively, of costs, net of amortization, associated with the credit facility have been capitalized. These costs are included in Other noncurrent assets |
Asset Retirement Obligations
Asset Retirement Obligations | 9 Months Ended |
Sep. 30, 2016 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligations | Note 8. Asset Retirement Obligations The Company has asset retirement obligations associated with the future plugging and abandonment of oil and natural gas properties and related facilities. The accretion of the asset retirement obligation is included in “Lease operating expense” The following table summarizes the Company’s asset retirement obligation transactions recorded during the six months ended September 30, 2016 (in thousands) 2016 At December 31, 2015 $ 5,075 Liabilities incurred 114 Liabilities settled (15 ) Accretion expense 404 Acquisitions 250 Revision of estimates (13 ) At September 30, 2016 $ 5,815 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 9. Income Taxes For the three and nine months ended September 30, 2016, the Company recorded $0.2 million and $0.4 million, respectively of income tax expense related to its Lynden subsidiaries which includes Lynden USA, Inc., a company with taxable income in the United States and its Canadian parent company, Lynden Energy, Inc. (collectively the “Lynden subsidiaries”). The Company’s corporate structure requires the filing of two separate consolidated U.S. Federal income tax returns. Taxable income of Earthstone, excluding the Lynden subsidiaries cannot be offset by tax attributes, including net operating losses of the Lynden subsidiaries, nor can taxable income of the Lynden subsidiaries be offset by tax attributes of Earthstone, excluding the Lynden subsidiaries. The effective tax rate for both the three and nine months ended September 30, 2016 for the income attributable to the United States Lynden subsidiary was 34.5%, which included approximately 0.5% for the estimated portion of the subsidiary’s income subject to state income tax. The Company, excluding the Lynden subsidiaries, recorded no income tax expense or benefit because property impairments recorded during the year ended December 31, 2015 reduced the book value of the Company’s properties below their tax basis requiring the Company to record a net deferred tax asset. Because the future realization of this deferred tax asset could not be assured, the Company recorded a 100% valuation allowance against its deferred tax asset. The pre-tax loss recorded for the three and nine months ended September 30, 2016, increased the Company’s net deferred tax asset but did not result in a recognized tax benefit because the realization of the Company’s net tax asset still cannot be assured, therefore, the valuation allowance also was increased and offset the tax benefit that would have resulted from the net operating loss. For the three months ended September 30, 2015, the Company recorded an income tax expense of $0.8 million and for the nine months ended September 30, 2015 the company recorded an income tax benefit $69,000; in both cases all of which was deferred. The effective tax rate for both the three and nine month ended September 30, 2015 was 32 0.9 The Company provides for deferred income taxes on the difference between the tax basis of an asset or liability and its carrying amount in the Condensed Consolidated Financial Statements in accordance with FASB ASC Topic 740, Income Taxes |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10. Commitments and Contingencies In the course of its business affairs and operations, the Company is subject to possible loss contingencies arising from federal, state, and local environmental, health and safety laws and regulations and third party litigation. Commitments As a part of the 2013 Eagle Ford Acquisition, the Company and its primary working interest partner in the area ratified several long-term natural gas purchasing and natural gas processing contracts. As is customary in the industry, the Company has reserved gathering and processing capacity in a pipeline. In one of the contracts, the Company and its primary working interest partner have a volume commitment, whereby the owner of the pipeline is paid a fee of $0.45 per MMBtu to hold 10,000 MMBtu per day of capacity. Since the time of the acquisition, the volume commitment has not been met. The rate and terms under this purchasing and processing contract expire on June 1, 2021. As of September 30, 2016, the Company’s share of the remaining commitment on this contract is approximately $3.9 million. Contingencies Environmental The Company’s operations are subject to risks normally associated with the exploration for and the production of oil and natural gas, including blowouts, fires, and environmental risks such as oil spills or natural gas leaks that could expose the Company to liabilities associated with these risks. In the Company’s acquisition of existing or previously drilled well bores, the Company may not be aware of prior environmental safeguards, if any, that were taken at the time such wells were drilled or during such time the wells were operated. The Company maintains comprehensive insurance coverage that it believes is adequate to mitigate the risk of any adverse financial effects associated with these risks. However, should it be determined that a liability exists with respect to any environmental cleanup or restoration, the liability to cure such a violation could still accrue to the Company. No claim has been made, nor is the Company aware of any liability which the Company may have, as it relates to any environmental cleanup, restoration, or the violation of any rules or regulations relating thereto. Legal From time to time, the Company and its subsidiaries may be involved in various legal proceedings and claims in the ordinary course of business. In July 2015, EF Non-Op, LLC, a subsidiary of the Company, filed suit in the 125 th EF Non-Op, LLC vs. BHP Billiton Petroleum Properties (N.A.), LP (F/K/A Petrohawk Properties, LP), |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11. Subsequent Events On November 7, 2016, the Company entered into a Contribution Agreement (the “Contribution Agreement”), by and among the Company, Earthstone Energy Holdings, LLC, a newly formed Delaware limited liability company (“EEH”), Lynden USA, Inc., a Utah corporation (“Lynden USA”), Lynden USA Operating, LLC, a newly formed Delaware limited liability company (all wholly-owned subsidiaries of the Company), Bold Energy Holdings, LLC, a Texas limited liability company (“Bold”), and Bold Energy III LLC, a Texas limited liability company. Under the Contribution Agreement, the terms of which were unanimously approved by a special committee of disinterested members of the Company’s Board of Directors and the full Board (i) the Company will recapitalize its common stock into two classes – Class A and Class B, and all of its existing outstanding common stock will be converted into Class A common stock. Bold will purchase 36.1 million shares of the Company’s Class B common stock for nominal consideration, with the Class B common stock having no economic rights in the Company other than voting rights on a pari passu basis with the Class A common stock. In addition, EEH will issue approximately 22.3 million of its membership units to the Company and Lynden USA, in the aggregate, and 36.1 million membership units to Bold in exchange for each of the Company, Lynden USA and Bold transferring all of their assets to EEH; and (iii) Each Bold membership unit in EEH, together with one share of Bold’s Class B common stock, will be convertible into Class A common stock on a one-for-one basis. Therefore, upon the closing of the transaction, stockholders of the Company and unitholders of Bold are expected to own approximately 39% and 61%, respectively of the combined company’s then outstanding Class A and Class B common stock on a fully diluted basis. After closing, the Company will conduct its activities through EEH and be its sole managing member. The transaction is expected to close in the first quarter of 2017 and is subject to approval of the Company’s stockholders and other customary closing conditions. |
Basis of Presentation and Sum20
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Recently Issued Accounting Standards | Recently Issued Accounting Standards Standards adopted in 2016 Debt Issuance Costs – In April 2015, the Financial Accounting Standards Board (“FASB”) issued updated guidance which changes the presentation of debt issuance costs in the financial statements. Under this updated guidance, debt issuance costs are presented on the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs is reported as interest expense. In August 2015, the FASB subsequently issued a clarification as to the handling of debt issuance costs related to line-of-credit arrangements that allows the presentation of these costs as an asset. The standards update was effective for interim and annual periods beginning after December 15, 2015. The Company adopted this standards update, as required, effective January 1, 2016. The adoption of this standards update did not affect the Company’s method of amortizing debt issuance costs and did not have a material impact on its Condensed Consolidated Financial Statements. Measurement-Period Adjustments – In September 2015, the FASB issued updated guidance that eliminates the requirement to restate prior periods to reflect adjustments made to provisional amounts recognized in a business combination. The updated guidance requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The standards update was effective prospectively for interim and annual periods beginning after December 15, 2015, with early adoption permitted. The Company adopted this standard update, as required, effective January 1, 2016, which did not have a material impact on its Condensed Consolidated Financial Statements. Stock Compensation - In March 2016, the FASB issued updated guidance on share-based payment accounting. The standards update is intended to simplify several areas of accounting for share-based compensation arrangements, including the income tax impact, classification on the statement of cash flows and forfeitures. The standards update is effective for interim and annual periods beginning after December 15, 2016 with early adoption permitted. The Company elected to early-adopt this standards update as of April 1, 2016 in connection with its initial grant of awards under the Company’s 2014 Long Term Incentive Plan. The Company has elected to record the impact of forfeitures on compensation cost as they occur. The Company is also permitted to withhold income taxes upon settlement of equity-classified awards at up to the maximum statutory tax rates. There was no retrospective adjustment as the Company did not have any outstanding equity awards prior to adoption. See . Standards not yet adopted Revenue Recognition - In May 2014, the FASB issued updated guidance for recognizing revenue from contracts with customers. The objective of this guidance is to establish principles for reporting information about the nature, timing, and uncertainty of revenue and cash flows arising from an entity’s contracts with customers, including qualitative and quantitative disclosures about contracts with customers, significant judgments and change in judgments, and assets recognized from the costs to obtain or fulfill a contract. In August 2015, the FASB issued guidance deferring the effective date of this standards update for one year, to be effective for interim and annual periods beginning after December 15, 2017. In March 2016, the FASB issued guidance which clarifies the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued further guidance on identifying performance obligations and clarification of the licensing implementation guidance. Early adoption of this updated guidance is permitted as of the original effective date of December 31, 2016. The Company expects to adopt this standards update, as required, beginning with the first quarter of 2018. The Company is in the process of evaluating the impact, if any, of the adoption of this guidance on its Condensed Consolidated Financial Statements. Leases – In February 2016, the FASB issued updated guidance on accounting for leases. The update requires that a lessee recognize in the statement of financial position a liability to make lease payments and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. Similar to current guidance, the update continues to differentiate between finance leases and operating leases; however, this distinction now primarily relates to differences in the manner of expense recognition over time and in the classification of lease payments in the statement of cash flows. The standards update is effective for interim and annual periods beginning after December 15, 2018 with early adoption permitted. Entities are required to use a modified retrospective adoption, with certain relief provisions, for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements when adopted. The Company expects to adopt this standards update, as required, beginning with the first quarter of 2019. The Company is in the process of evaluating the impact, if any, of the adoption of this guidance on its Condensed Consolidated Financial Statements. Statement of Cash Flows – In August 2016, the FASB issued updated guidance that clarifies how certain cash receipts and cash payments are presented in the statement of cash flows. This update provides guidance on eight specific cash flow issues. The standards update is effective for interim and annual periods beginning after December 15, 2017, and should be applied retrospectively to all periods presented. Early adoption is permitted. The Company expects to adopt this standards update, as required, beginning with the first quarter of 2018. The Company is in the process of evaluating the impact, if any, of the adoption of this guidance on its Condensed Consolidated Financial Statements. |
Acquisitions and Divestitures (
Acquisitions and Divestitures (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Lynden Arrangement [Member] | |
Business Acquisition [Line Items] | |
Schedule of Consideration Paid to Acquire Net Assets and Estimated Values of Net Assets | The following table summarizes the consideration transferred, fair value of assets acquired and liabilities assumed and resulting goodwill ( in thousands, except share and share price amount Consideration: Shares of Earthstone common stock issued in the Arrangement 3,700,279 Closing price of Earthstone common stock as of May 18, 2016 $ 12.35 Total consideration to Lynden shareholders $ 45,698 Fair Value of Liabilities Assumed: Credit facility (4) $ 36,597 Current liabilities 1,895 Deferred tax liability (1) 664 Asset retirement obligations 250 Total consideration plus liabilities assumed $ 85,104 Fair Value of Assets Acquired: Cash and cash equivalents (4) $ 5,263 Current assets 2,108 Proved oil and gas properties (2)(3) 48,116 Unproved oil and gas properties 26,600 Amount attributable to assets acquired $ 82,087 Goodwill (5) $ 3,017 1. This amount represents the recorded book value to tax difference in the oil and natural gas properties as of the date of the Arrangement on a tax effected basis of approximately 34.5%. 2. The weighted average commodity prices utilized in the determination of the fair value of oil and natural gas properties was $64.73 per barrel of oil, $3.68 per Mcf of natural gas and $19.34 per barrel of oil equivalent for natural gas liquids, after adjustments for transportation fees and regional price differentials. 3. The market assumptions as to the future commodity prices, projections of estimated quantities of oil and natural gas reserves, expectations for timing and amount of the future development and operating costs, projecting of future rates of production, expected recovery rate 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; see Note 4 Fair Value Measurements, 4. Concurrent with closing the Arrangement, the Company paid off the outstanding balance of $36.6 million on the Lynden credit facility. The settlement of the debt and the cash acquired is equal to the $31.3 million net cash outflow associated with the Arrangement. 5 Goodwill was determined to be the excess consideration exchanged over the fair value of the net assets of Lynden on May 18, 2016. The goodwill resulted from the expected synergies of the management team and balance sheet of the Company combined with the key assets acquired in the Midland Basin area. The goodwill recognized will not be deductible for tax purposes. |
Schedule of Unaudited Pro forma Revenues and Expenses of Assets Acquired and Liabilities Assumed | The following unaudited supplemental pro forma condensed results of operations present consolidated information as though the Arrangement had been completed as of January 1, 2015. The unaudited supplemental pro forma financial information was derived from the historical consolidated and combined statements of operations for the Company and Lynden and adjusted to include: (i) depletion expense applied to the adjusted basis of the properties acquired, (ii) accretion expense associated with the asset retirement obligations recorded using the Company’s assumptions about the future liabilities and (iii) interest expense based on the combined debt of the Company post-acquisition. These unaudited supplemental pro forma results of operations are provided for illustrative purposes only and do not purport to be indicative of the actual results that would have been achieved by the combined company for the periods presented or that may be achieved by the combined company in the future. Future results may vary significantly from the results reflected in this unaudited pro forma financial information ( in thousands, except per share amounts Three Months Ended September 30, Nine Months Ended September 30, 2015 2016 2015 (Unaudited) Revenue $ 16,473 $ 32,677 $ 52,792 Income (loss) before taxes $ 1,698 $ (20,603 ) $ 142 Income (loss) available to Earthstone common stockholders $ 1,165 $ (21,696 ) $ 80 Pro Forma net income (loss) per common share: Basic and diluted $ 0.07 $ (1.12 ) $ 0.00 |
Other Acquisitions [Member] | |
Business Acquisition [Line Items] | |
Schedule of Consideration Paid to Acquire Net Assets and Estimated Values of Net Assets | The following table summarizes the consideration paid to acquire the properties and the estimated fair values of the assets acquired and liabilities assumed (in thousands) Purchase price $ 4,066 Estimated fair value of assets acquired: Proved oil and natural gas properties $ 588 Unproved oil and natural gas properties 3,496 Total assets acquired $ 4,084 Estimated fair value of liabilities assumed: Asset retirement obligations $ 13 Other liabilities 5 Total liabilities assumed $ 18 Consideration paid $ 4,066 |
Derivative Financial Instrume22
Derivative Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Schedule of Outstanding Commodity Derivative Instruments | As of September 30, 2016, the Company had the following open crude oil derivative positions: Price Swaps Period Commodity Volume (Bbls) Weighted Average Price ($/Bbl) Q4 2016 Crude Oil 135,000 $ 49.35 Q1 - Q4 2017 Crude Oil 420,000 $ 48.86 Q1 - Q4 2018 Crude Oil 270,000 $ 50.70 As of September 30, 2016, the Company had the following open natural gas derivative positions: Price Swaps Period Commodity Volume (MMBtu) Weighted Average Price ($/MMBtu) Q4 2016 Natural Gas 300,000 $ 2.604 Q1 - Q4 2017 Natural Gas 1,560,000 $ 2.946 Q1 - Q4 2018 Natural Gas 600,000 $ 2.907 |
Summary of Gross and Net Information about Commodity 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) September 30, 2016 December 31, 2015 Derivatives not designated as hedging contracts under ASC Topic 815 Balance Sheet Location Gross Recognized Assets / Liabilities Gross Amounts Offset Net Recognized Assets / Liabilities Gross Recognized Assets / Liabilities Gross Amounts Offset Net Recognized Assets / Liabilities Commodity contracts Current derivative assets $ 484 $ (299 ) $ 185 $ 3,694 $ — $ 3,694 Commodity contracts Current derivative liabilities $ (1,536 ) $ 299 $ (1,237 ) $ — $ — $ — Commodity contracts Noncurrent derivative liabilities $ (1,101 ) $ — $ (1,101 ) $ — $ — $ — |
Realized and Unrealized Gains and Losses from Commodity Derivative Instruments | The following table summarizes the location and amounts of the Company’s realized and unrealized gains and losses on derivative instruments in the Company’s Condensed Consolidated Statements of Operations (in thousands) Three Months Ended September 30, Nine Months Ended September 30, Derivatives not designated as hedging contracts under ASC Topic 815 Statement of Operations Location 2016 2015 2016 2015 Unrealized gain (loss) on commodity contracts Gain (loss) on derivative contracts, net $ 413 $ 3,425 $ (5,847 ) $ 344 Realized gain on commodity contracts Gain (loss) on derivative contracts, net $ 533 $ 1,741 $ 3,330 $ 4,178 $ 946 $ 5,166 $ (2,517 ) $ 4,522 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
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) September 30, 2016 Level 1 Level 2 Level 3 Total Financial assets Current derivative assets $ — $ 185 $ — $ 185 Total financial assets $ — $ 185 $ — $ 185 Financial liabilities Current derivative liabilities $ — $ (1,237 ) $ — $ (1,237 ) Noncurrent derivative liabilities — (1,101 ) — (1,101 ) Total financial liabilities $ — $ (2,338 ) $ — $ (2,338 ) December 31, 2015 Financial assets Current derivative assets $ — $ 3,694 $ — $ 3,694 Total financial assets $ — $ 3,694 $ — $ 3,694 |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Reconciliation of the Numerator and Denominator for Calculating Earnings Per Share | The following table presents the reconciliation of the numerator and denominator for calculating earnings per share ( in thousands, except share and per share amounts Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Basic EPS: Net (loss) income $ (3,900 ) $ 1,718 $ (21,493 ) $ (144 ) Weighted average common shares outstanding 22,289,177 13,835,128 17,433,079 13,835,128 Basic (loss) income per common share $ (0.17 ) $ 0.12 $ (1.23 ) $ (0.01 ) Diluted EPS: Net (loss) income $ (3,900 ) $ 1,718 $ (21,493 ) $ (144 ) Weighted average common shares outstanding 22,289,177 13,835,128 17,433,079 13,835,128 Add: Dilutive effect of restricted stock units — — — — Diluted weighted average common shares outstanding 22,289,177 13,835,128 17,433,079 13,835,128 Diluted (loss) income per common share $ (0.17 ) $ 0.12 $ (1.23 ) $ (0.01 ) |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
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 six months ended September 30, 2016 (in thousands) 2016 At December 31, 2015 $ 5,075 Liabilities incurred 114 Liabilities settled (15 ) Accretion expense 404 Acquisitions 250 Revision of estimates (13 ) At September 30, 2016 $ 5,815 |
Acquisitions and Divestitures -
Acquisitions and Divestitures - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Jun. 30, 2016shares | May 31, 2016USD ($)shares | Aug. 31, 2015USD ($)a | Jun. 30, 2015USD ($)aBoeWell | Apr. 30, 2015USD ($) | Sep. 30, 2016USD ($)a | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($)a | Sep. 30, 2015USD ($) | |
Business Acquisition [Line Items] | |||||||||
Common stock issued, net of offering costs, shares | shares | 4,753,770 | ||||||||
Sales of oil, natural gas and natural gas liquids recognized | $ 10,530,000 | $ 13,033,000 | $ 27,117,000 | $ 39,233,000 | |||||
Total consideration | 45,698,000 | ||||||||
Cash consideration | $ 3,400,000 | ||||||||
Gain (loss) on sale of properties | $ 1,600,000 | $ 8,000 | $ (13,000) | $ 8,000 | $ 1,667,000 | ||||
Effective date of transaction | Mar. 1, 2015 | ||||||||
Southern Gonzales County [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquisition of operating interests | 33.00% | 50.00% | |||||||
Company acquired gross acres | a | 1,650 | 1,000 | |||||||
Number of wells acquired | Well | 2 | ||||||||
Percentage of acres held for production | 100.00% | ||||||||
Gross production, barrels of oil equivalents per day | Boe | 44 | ||||||||
Working interest acquired | $ 3,300,000 | ||||||||
Northern Kames County [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Company acquired gross acres | a | 400 | 350 | 350 | ||||||
Net acres | a | 117 | 117 | |||||||
Banks Field of McKenzie County [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of wells acquired | Well | 41 | ||||||||
Total consideration | $ 1,400,000 | ||||||||
Purchase price adjustment for revenues, net for production taxes, operating expenses and capital costs | $ 2,000,000 | ||||||||
Net acres acquired | a | 164 | ||||||||
Number of drilling wells acquired | Well | 21 | ||||||||
Lynden Arrangement [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Common stock issued, net of offering costs, shares | shares | 3,700,279 | ||||||||
Sales of oil, natural gas and natural gas liquids recognized | $ 2,800,000 | $ 4,300,000 | |||||||
Operating expenses inclusive of depletion | 2,200,000 | 3,100,000 | |||||||
Material non-recurring transaction costs | $ 0 | $ 700,000 | |||||||
Total consideration | $ 45,698,000 |
Acquisitions and Divestitures27
Acquisitions and Divestitures - Schedule of Consideration Paid to Acquire Net Assets and Estimated Values of Net Assets (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | ||
May 31, 2016 | Jun. 30, 2015 | Sep. 30, 2016 | Dec. 31, 2015 | |
Business Acquisition [Line Items] | ||||
Total consideration | $ 45,698 | |||
Fair Value of Assets Acquired: | ||||
Goodwill | $ 20,549 | $ 17,532 | ||
Lynden Arrangement [Member] | ||||
Business Acquisition [Line Items] | ||||
Shares of Earthstone common stock issued in the Arrangement | 3,700,279 | |||
Closing price of Earthstone common stock as of May 18, 2016 | $ 12.35 | |||
Total consideration | $ 45,698 | |||
Fair Value of Liabilities Assumed: | ||||
Credit facility | 36,597 | |||
Current liabilities | 1,895 | |||
Deferred tax liability | 664 | |||
Asset retirement obligations | 250 | |||
Total consideration plus liabilities assumed | 85,104 | |||
Fair Value of Assets Acquired: | ||||
Cash and cash equivalents | 5,263 | |||
Current assets | 2,108 | |||
Amount attributable to assets acquired | 82,087 | |||
Goodwill | 3,017 | |||
Total consideration plus liabilities assumed | 85,104 | |||
Lynden Arrangement [Member] | Proved Oil and Gas Properties [Member] | ||||
Fair Value of Assets Acquired: | ||||
Oil and gas properties | 48,116 | |||
Lynden Arrangement [Member] | Unproved Oil and Gas Properties [Member] | ||||
Fair Value of Assets Acquired: | ||||
Oil and gas properties | $ 26,600 | |||
Other Acquisitions [Member] | ||||
Business Acquisition [Line Items] | ||||
Total consideration | $ 4,066 | |||
Fair Value of Liabilities Assumed: | ||||
Asset retirement obligations | 13 | |||
Total consideration plus liabilities assumed | 4,066 | |||
Other liabilities | 5 | |||
Amount attributable to liabilities assumed | 18 | |||
Fair Value of Assets Acquired: | ||||
Amount attributable to assets acquired | 4,084 | |||
Total consideration plus liabilities assumed | 4,066 | |||
Other Acquisitions [Member] | Proved Oil and Gas Properties [Member] | ||||
Fair Value of Assets Acquired: | ||||
Oil and gas properties | 588 | |||
Other Acquisitions [Member] | Unproved Oil and Gas Properties [Member] | ||||
Fair Value of Assets Acquired: | ||||
Oil and gas properties | $ 3,496 |
Acquisitions and Divestitures28
Acquisitions and Divestitures - Schedule of Consideration Paid to Acquire Net Assets and Estimated Values of Net Assets (Parenthetical) (Details) - Lynden Arrangement [Member] $ in Thousands | 1 Months Ended |
May 31, 2016USD ($)$ / bbl$ / Mcf$ / Boe | |
Business Acquisition [Line Items] | |
Exchange tax rate | 34.50% |
Weighted average commodity prices of oil | $ / bbl | 64.73 |
Weighted average commodity prices of natural gas | $ / Mcf | 3.68 |
Weighted average commodity prices of oil equivalent for natural gas liquids | $ / Boe | 19.34 |
Credit facility, outstanding balance paid off | $ 36,597 |
Settlement of debt | $ 31,300 |
Acquisitions and Divestitures29
Acquisitions and Divestitures - Schedule of Unaudited Pro forma Revenues and Expenses of Assets Acquired and Liabilities Assumed (Details) - Lynden Arrangement [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Business Acquisition [Line Items] | |||
Revenue | $ 16,473 | $ 32,677 | $ 52,792 |
Income (loss) before taxes | 1,698 | (20,603) | 142 |
Income (loss) available to Earthstone common stockholders | $ 1,165 | $ (21,696) | $ 80 |
Pro Forma net income (loss) per common share: | |||
Basic and diluted | $ 0.07 | $ (1.12) | $ 0 |
Derivative Financial Instrume30
Derivative Financial Instruments - Schedule of Open Crude Oil and Natural Gas Derivative Positions (Details) | 9 Months Ended |
Sep. 30, 2016MMBTU$ / bbl$ / MMBTUbbl | |
Price Swaps Q4 2016 [Member] | Natural Gas [Member] | |
Derivative [Line Items] | |
Weighted Average Price | $ / MMBTU | 2.604 |
Volume | MMBTU | 300,000 |
Price Swaps Q4 2016 [Member] | Crude Oil [Member] | |
Derivative [Line Items] | |
Volume | bbl | 135,000 |
Weighted Average Price | $ / bbl | 49.35 |
Price Swaps Q1 - Q4 2017 [Member] | Natural Gas [Member] | |
Derivative [Line Items] | |
Weighted Average Price | $ / MMBTU | 2.946 |
Volume | MMBTU | 1,560,000 |
Price Swaps Q1 - Q4 2017 [Member] | Crude Oil [Member] | |
Derivative [Line Items] | |
Volume | bbl | 420,000 |
Weighted Average Price | $ / bbl | 48.86 |
Price Swaps Q1 - Q4 2018 [Member] | Natural Gas [Member] | |
Derivative [Line Items] | |
Weighted Average Price | $ / MMBTU | 2.907 |
Volume | MMBTU | 600,000 |
Price Swaps Q1 - Q4 2018 [Member] | Crude Oil [Member] | |
Derivative [Line Items] | |
Volume | bbl | 270,000 |
Weighted Average Price | $ / bbl | 50.70 |
Derivative Financial Instrume31
Derivative Financial Instruments - Schedule of Location and Fair Value Amounts of All Derivative Instruments (Details) - Derivatives Not Designated as Hedging Contracts [Member] - Commodity Contracts [Member] - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Current Derivative Assets [Member] | ||
Derivatives Fair Value [Line Items] | ||
Gross Recognized Assets | $ 484 | $ 3,694 |
Gross Amounts Offset, Assets | (299) | |
Net Recognized Assets | 185 | $ 3,694 |
Current Derivative Liabilities [Member] | ||
Derivatives Fair Value [Line Items] | ||
Gross Recognized Liabilities | (1,536) | |
Gross Amounts Offset, Liabilities | 299 | |
Net Recognized Liabilities | (1,237) | |
Noncurrent Derivative Liabilities [Member] | ||
Derivatives Fair Value [Line Items] | ||
Gross Recognized Liabilities | (1,101) | |
Net Recognized Liabilities | $ (1,101) |
Derivative Financial Instrume32
Derivative Financial Instruments - Summary of Gross and Net Information About Commodity Derivative Instruments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Derivative Instruments Gain Loss [Line Items] | ||||
Realized gain on commodity contracts | $ (3,330) | $ (4,178) | ||
Net gain (loss) on derivative contracts | $ 946 | $ 5,166 | (2,517) | 4,522 |
Derivatives Not Designated as Hedging Contracts [Member] | Gain (Loss) On Derivative Contracts, Net [Member] | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Unrealized gain (loss) on commodity contracts | 413 | 3,425 | (5,847) | 344 |
Realized gain on commodity contracts | $ 533 | $ 1,741 | $ 3,330 | $ 4,178 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2016USD ($) | Sep. 30, 2016USD ($) | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value assets transfer from Level 1 to Level 2 | $ 0 | $ 0 |
Fair value assets transfer from Level 2 to Level 1 | 0 | 0 |
Fair value liabilities transfer from Level 1 to Level 2 | 0 | 0 |
Fair value liabilities transfer from Level 2 to Level 1 | 0 | 0 |
Level 3 [Member] | Fair Value on a Nonrecurring Basis [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Impairment of oil and natural gas properties | 0 | 0 |
Impairment of goodwill | $ 0 | $ 0 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value of Financial Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Financial assets | ||
Current derivative assets | $ 185 | $ 3,694 |
Financial liabilities | ||
Current derivative liabilities | (1,237) | |
Noncurrent derivative liabilities | (1,101) | |
Fair Value on a Recurring Basis [Member] | ||
Financial assets | ||
Current derivative assets | 185 | 3,694 |
Net Recognized Assets | 185 | 3,694 |
Financial liabilities | ||
Current derivative liabilities | (1,237) | |
Noncurrent derivative liabilities | (1,101) | |
Net Recognized Liabilities | (2,338) | |
Fair Value on a Recurring Basis [Member] | Level 2 [Member] | ||
Financial assets | ||
Current derivative assets | 185 | 3,694 |
Net Recognized Assets | 185 | $ 3,694 |
Financial liabilities | ||
Current derivative liabilities | (1,237) | |
Noncurrent derivative liabilities | (1,101) | |
Net Recognized Liabilities | $ (2,338) |
Equity - Additional Information
Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Capital Unit [Line Items] | |||||
Common stock issued, net of offering costs, shares | 4,753,770 | ||||
Shares issued, price per share | $ 10.50 | ||||
Net proceeds from issuance of common stock | $ 47,100 | $ 47,125 | |||
Stock issuance costs | $ 2,700 | $ 2,700 | |||
Restricted Stock Units [Member] | |||||
Capital Unit [Line Items] | |||||
Dilutive effect of restricted stock units excluded from calculating diluted earnings per share | 0 | 14,212 | |||
2014 Long Term Incentive Plan [Member] | Restricted Stock Units [Member] | |||||
Capital Unit [Line Items] | |||||
Shares issued | 0 | 0 | |||
Shares outstanding | 0 | 0 | |||
Underwriters' Overallotment Option [Member] | |||||
Capital Unit [Line Items] | |||||
Common stock issued, net of offering costs, shares | 253,770 |
Equity - Reconciliation of the
Equity - Reconciliation of the Numerator and Denominator for Calculating Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Basic EPS: | ||||
Net (loss) income | $ (3,900) | $ 1,718 | $ (21,493) | $ (144) |
Weighted average common shares outstanding | 22,289,177 | 13,835,128 | 17,433,079 | 13,835,128 |
Basic (loss) income per common share | $ (0.17) | $ 0.12 | $ (1.23) | $ (0.01) |
Diluted EPS: | ||||
Net (loss) income | $ (3,900) | $ 1,718 | $ (21,493) | $ (144) |
Weighted average common shares outstanding | 22,289,177 | 13,835,128 | 17,433,079 | 13,835,128 |
Diluted weighted average common shares outstanding | 22,289,177 | 13,835,128 | 17,433,079 | 13,835,128 |
Diluted (loss) income per common share | $ (0.17) | $ 0.12 | $ (1.23) | $ (0.01) |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2014 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock-based compensation expense recognized | $ 1,328,000 | $ 1,889,000 | |||
Restricted Stock Units [Member] | |||||
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 upon vesting | 1 | ||||
Unrecognized compensation expense related to unvested stock | $ 7,800,000 | $ 7,800,000 | |||
Unrecognized compensation expense related to unvested stock to be recognized over weighted-average period | 1 year 4 months 24 days | ||||
2014 Long Term Incentive Plan [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Maximum number of shares available to issue | 1,500,000 | ||||
Common stock remained available for issuance | 727,500 | 727,500 | |||
2014 Long Term Incentive Plan [Member] | Restricted Stock Units [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares granted | 772,500 | ||||
Shares granted, Weighted average grant date fair value | $ 12.55 | ||||
Description of vesting shares | The RSUs vest over a 19 or 34 month period with one-third of the award vesting at the end of either seven or 10 months and the remaining two-thirds vesting monthly thereafter. | ||||
Unvested shares | 772,500 | 772,500 | |||
Stock-based compensation expense recognized | $ 1,300,000 | $ 0 | $ 1,900,000 | $ 0 | |
2014 Long Term Incentive Plan [Member] | Restricted Stock Units [Member] | Maximum [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Vesting period | 34 months | ||||
2014 Long Term Incentive Plan [Member] | Restricted Stock Units [Member] | Maximum [Member] | Tranche 1 [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Vesting period | 10 months | ||||
2014 Long Term Incentive Plan [Member] | Restricted Stock Units [Member] | Minimum [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Vesting period | 19 months | ||||
2014 Long Term Incentive Plan [Member] | Restricted Stock Units [Member] | Minimum [Member] | Tranche 1 [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Vesting period | 7 months |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Jul. 31, 2016 | Dec. 31, 2014 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | |||||||
Long-term debt | $ 13,104,000 | $ 13,104,000 | $ 11,191,000 | ||||
Current portion of long-term debt | 1,591,000 | 1,591,000 | |||||
Amortization of deferred financing costs | 78,000 | $ 65,000 | 220,000 | $ 195,000 | |||
Other Noncurrent Assets [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Deferred financing cost, net of amortization | 700,000 | 700,000 | $ 800,000 | ||||
Unsecured Promissory Note [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit, maturity period | 3 years | ||||||
Long-term debt | 4,700,000 | 4,700,000 | |||||
Debt instrument, principal amount | $ 5,100,000 | ||||||
Debt Instrument, maturity date | 2019-07 | ||||||
Debt instrument, interest rate payment percentage for first 12 months | 8.00% | ||||||
Debt instrument, interest rate payment percentage for subsequent 12 months | 10.00% | ||||||
Debt instrument, interest rate payment percentage for last 12 months | 12.00% | ||||||
Current portion of long-term debt | 1,600,000 | 1,600,000 | |||||
Pre-payment penalty | $ 0 | ||||||
Debt instrument, effective interest rate percentage | 9.10% | ||||||
Four Year Senior Secured Revolving Credit Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | $ 500,000,000 | ||||||
Line of credit, maturity period | 4 years | ||||||
Current borrowing base under credit agreement | 75,000,000 | $ 75,000,000 | |||||
Commitment fee percentage | 0.50% | ||||||
Debt outstanding maturity | Dec. 19, 2018 | ||||||
Long-term debt | $ 10,000,000 | $ 10,000,000 | |||||
Long-term debt, percentage bearing interest rate | 2.773% | 2.773% | |||||
Letters of credit outstanding amount | $ 200,000 | $ 200,000 | |||||
Borrowing base available under credit facility | $ 64,800,000 | $ 64,800,000 | |||||
Line of credit facility, covenant terms | The credit facility contains a number of customary covenants that, among other things, restrict, subject to certain exceptions, the Company’s ability to incur additional indebtedness, create liens on assets, pay dividends, and repurchase its capital stock. In addition, the Company is required to maintain certain financial ratios, including a minimum modified current ratio which includes the available borrowing base of 1.0 to 1.0 and a maximum annualized quarterly leverage ratio of 4.0 to 1.0. The Company is also required to submit an audited annual report 120 days after the end of each fiscal period. | ||||||
Four Year Senior Secured Revolving Credit Facility [Member] | Federal Funds Effective Rate [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Applicable margin percentage | 0.50% | ||||||
Four Year Senior Secured Revolving Credit Facility [Member] | LIBOR Adjusted Rate [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Applicable margin percentage | 1.00% | ||||||
Four Year Senior Secured Revolving Credit Facility [Member] | LIBOR Adjusted Rate [Member] | Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Applicable margin percentage | 2.25% | ||||||
Four Year Senior Secured Revolving Credit Facility [Member] | LIBOR Adjusted Rate [Member] | Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Applicable margin percentage | 3.25% | ||||||
Four Year Senior Secured Revolving Credit Facility [Member] | Base Rate [Member] | Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Applicable margin percentage | 1.25% | ||||||
Four Year Senior Secured Revolving Credit Facility [Member] | Base Rate [Member] | Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Applicable margin percentage | 2.25% |
Asset Retirement Obligations -
Asset Retirement Obligations - Summary of Asset Retirement Obligation Transactions (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Asset Retirement Obligation Disclosure [Abstract] | ||
At December 31, 2015 | $ 5,075 | |
Liabilities incurred | 114 | |
Liabilities settled | (15) | |
Accretion expense | 404 | $ 425 |
Acquisitions | 250 | |
Revision of estimates | (13) | |
At September 30, 2016 | $ 5,815 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Tax Disclosure [Line Items] | ||||
Income tax expense (benefit) | $ 201 | $ 811 | $ 387 | $ (69) |
Valuation allowance against deferred tax asset, percent | 100.00% | |||
Effective tax rate | 32.00% | 32.00% | ||
States income tax rate | 0.90% | 0.90% | ||
Lynden Arrangement [Member] | ||||
Income Tax Disclosure [Line Items] | ||||
Income tax expense (benefit) | $ 200 | $ 400 | ||
Effective tax rate | 34.50% | 34.50% | ||
States income tax rate | 0.50% | 0.50% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - Natural Gas Purchasing and Natural Gas Processing Contract [Member] $ in Millions | 9 Months Ended |
Sep. 30, 2016USD ($)MMBTU$ / MMBTU | |
Loss Contingencies [Line Items] | |
Pipeline fee paid | $ / MMBTU | 0.45 |
Holding pipeline capacity | MMBTU | 10,000 |
Purchasing and processing contract expiry date | Jun. 1, 2021 |
Company's share of remaining commitment amount | $ | $ 3.9 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) | Nov. 07, 2016ClassOfStockshares | Jun. 30, 2016shares |
Subsequent Event [Line Items] | ||
Common stock issued | 4,753,770 | |
Subsequent Event [Member] | Contribution Agreement [Member] | ||
Subsequent Event [Line Items] | ||
Number of classes of common stock | ClassOfStock | 2 | |
Stock conversion features | Each Bold membership unit in EEH, together with one share of Bold’s Class B common stock, will be convertible into Class A common stock on a one-for-one basis. | |
Stock conversion basis | one-for-one | |
Subsequent Event [Member] | Contribution Agreement [Member] | Bold Energy Holdings, LLC [Member] | Class B Common Stock [Member] | ||
Subsequent Event [Line Items] | ||
Common stock issued | 36,100,000 | |
Subsequent Event [Member] | Contribution Agreement [Member] | Earthstone Energy Holdings, LLC [Member] | ||
Subsequent Event [Line Items] | ||
Percentage of ownership interest held by Earthstone Energy, Inc. | 39.00% | |
Percentage of ownership interest by Bold | 61.00% | |
Subsequent Event [Member] | Contribution Agreement [Member] | Earthstone Energy Holdings, LLC [Member] | Bold Energy Holdings, LLC [Member] | ||
Subsequent Event [Line Items] | ||
Membership units issued | 36,100,000 | |
Subsequent Event [Member] | Contribution Agreement [Member] | Earthstone Energy Holdings, LLC [Member] | Earthstone Energy, Inc and Lynden USA, Inc [Member] | ||
Subsequent Event [Line Items] | ||
Membership units issued | 22,300,000 |