XML 36 R25.htm IDEA: XBRL DOCUMENT v3.22.2
Acquisitions and Divestitures (Tables)
6 Months Ended
Jun. 30, 2022
Business Combination, Asset Acquisition and Divestitures [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 issued5,650,977 
Class A Common Stock price as of April 14, 2022$13.76 
Class A Common Stock consideration77,757 
Cash consideration (1)
640,157 
Direct transaction costs (2)
1,619 
Total consideration transferred$719,533 
Fair value of assets acquired:
Current assets$827 
Oil and gas properties762,045 
Amount attributable to assets acquired$762,872 
Fair value of liabilities assumed:
Suspense payable27,062 
Other current liabilities3,083 
Noncurrent liabilities - ARO13,194 
Amount attributable to liabilities assumed$43,339 
(1)Includes preliminary customary purchase price adjustments.
(2)Represents $1.6 million of estimated transaction costs associated with the Bighorn Acquisition which have been capitalized in accordance with ASC 805-50.
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 issued19,417,476 
Class A Common Stock price as of February 15, 2022$12.85 
Class A Common Stock consideration249,515 
Cash consideration383,843 
Total consideration transferred$633,358 
Fair value of assets acquired:
Oil and gas properties$641,398 
Amount attributable to assets acquired$641,398 
Fair value of liabilities assumed:
Other current liabilities$2,069 
Asset retirement obligation - noncurrent5,971 
Amount attributable to liabilities assumed$8,040 
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 issued12,719,594 
Class A Common Stock price as of January 7, 2021$6.02 
Class A Common Stock consideration76,572 
Cash consideration140,507 
Total consideration transferred$217,079 
Fair value of assets acquired:
Cash$4,763 
Other current assets11,524 
Oil and gas properties224,112 
Other non-current assets252 
Amount attributable to assets acquired$240,651 
Fair value of liabilities assumed:
Derivative liability$10,177 
Other current liabilities5,196 
Asset retirement obligation - noncurrent8,199 
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 issued6,200,000 
Class A Common Stock price as of July 20, 2021$9.97 
Class A Common Stock consideration61,814 
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 obligations600 
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 supplemental pro forma results of operations (in thousands, except per share amounts):
Three Months EndedSix Months Ended
 June 30,June 30,
 2022202120222021
Revenue$501,601 $291,725 $893,604 $512,796 
Income (loss) before taxes261,050 (3,675)333,366 (12,522)
Net income (loss)238,362 (3,544)312,211 (12,319)
Less: Net income (loss) attributable to noncontrolling interest76,673 (1,528)102,865 (5,454)
Net income (loss) attributable to Earthstone Energy, Inc.161,689 (2,016)209,346 (6,865)
Pro forma net income (loss) per common share attributable to Earthstone Energy, Inc.:
Basic$2.07 $(0.03)$2.95 $(0.09)
Diluted$1.62 $(0.03)$2.54 $(0.09)