Acquisitions (Tables)

3 Months Ended

Mar. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of Business Acquisitions, by Acquisition

The consideration transferred, fair value of assets acquired and liabilities assumed by Earthstone were recorded as follows (in thousands, except share amounts and stock price):

Consideration:
Shares of Class A Common Stock issued	19,417,476
Class A Common Stock price as of February 15, 2022	$	12.85
Class A Common Stock consideration	249,515
Cash consideration(1)	377,528
Total consideration transferred	$	627,043
Fair value of assets acquired:
Oil and gas properties	$	634,867
Amount attributable to assets acquired	$	634,867
Fair value of liabilities assumed:
Other current liabilities	$	1,853
Asset retirement obligation - noncurrent	5,971
Amount attributable to liabilities assumed	$	7,824

(1)Includes $307.5 million of cash paid at closing, net of customary purchase price adjustments, and $70.0 million of cash consideration paid subsequent to closing based on the terms of the Chisholm Agreement.

The consideration transferred, fair value of assets acquired and liabilities assumed by Earthstone were recorded as follows (in thousands, except share amounts and stock price):

Consideration:
Shares of Class A Common Stock issued	12,719,594
Class A Common Stock price as of January 7, 2021	$	6.02
Class A Common Stock consideration	76,572
Cash consideration	140,507
Total consideration transferred	$	217,079
Fair value of assets acquired:
Cash	$	4,763
Other current assets	11,524
Oil and gas properties	224,112
Other non-current assets	252
Amount attributable to assets acquired	$	240,651
Fair value of liabilities assumed:
Derivative liability	$	10,177
Other current liabilities	5,196
Asset retirement obligation - noncurrent	8,199
Amount attributable to liabilities assumed	$	23,572

Schedule of Asset Acquisition

The consideration transferred, fair value of assets acquired and liabilities assumed by Earthstone were recorded as follows (in thousands, except share amounts and stock price):

	Total
Consideration:
Shares of Class A Common Stock issued	6,200,000
Class A Common Stock price as of July 20, 2021	$	9.97
Class A Common Stock consideration	61,814
Cash consideration (1)	60,159
Direct transaction costs (2)	1,715
Total consideration transferred	$	123,688
Fair value of assets acquired:
Oil and gas properties	$	124,288
Amount attributable to assets acquired	$	124,288
Fair value of liabilities assumed:
Noncurrent liabilities - asset retirement obligations	600
Amount attributable to liabilities assumed	$	600

(1)Includes customary purchase price adjustments.

(2)Represents $1.7 million of transaction costs associated with the Tracker Acquisition and the Sequel Acquisition that have been capitalized in accordance with ASC 805-50.

Schedule of Business Acquisition, Pro Forma Information

These unaudited supplemental pro forma results of operations are provided for illustrative purposes only and do not purport to be indicative of the actual results that would have been achieved by the combined company for the periods presented or that may be achieved by the combined company in the future. Future results may vary significantly from the results reflected in this unaudited pro forma financial information (in thousands, except per share amounts):

	Three Months Ended
	March 31,
	2022		2021
Revenue	$	232,155	$	133,854
Loss before taxes	(32,996)		(24,497)
Net loss	(31,463)		(24,189)
Less: Net loss attributable to noncontrolling interest	(11,159)		(10,823)
Net loss attributable to Earthstone Energy, Inc.	(20,304)		(13,366)
Pro forma net loss per common share attributable to Earthstone Energy, Inc.:
Basic and Diluted	$	(0.32)	$	(0.20)