EARTHSTONE ENERGY INC - Quarter Report: 2023 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________________________

FORM 10-Q

_________________________________________________________

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 001-35049

_________________________________________________________

EARTHSTONE ENERGY, INC.

(Exact name of registrant as specified in its charter)

_________________________________________________________


Delaware						84-0592823
(State or other jurisdiction						(I.R.S. Employer
of incorporation or organization)						Identification No.)

1400 Woodloch Forest Drive, Suite 300

The Woodlands, Texas 77380

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (281) 298-4246

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.001 par value per share	ESTE	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of October 24, 2023, there were 140,701,232 shares of common stock outstanding, including 106,445,591 shares of Class A Common Stock, $0.001 par value per share, and 34,255,641 shares of Class B Common Stock, $0.001 par value per share.

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Page

PART I – FINANCIAL INFORMATION

Item 1.

Financial Statements (Unaudited)

Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022

Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2023 and 2022

Condensed Consolidated Statements of Equity for the Three and Nine Months Ended September 30, 2023 and 2022

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022

Notes to Unaudited Condensed Consolidated Financial Statements

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Item 4.

Controls and Procedures

PART II – OTHER INFORMATION

Unregistered Sales of Equity Securities and Use of Proceeds

Item 3.

Defaults Upon Senior Securities

Item 4.

Mine Safety Disclosures

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

EARTHSTONE ENERGY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(In thousands, except share and per share amounts)


	September 30,		December 31,
ASSETS	2023		2022
Current assets:
Cash and cash equivalents	$	16,592	$	—
Accounts receivable:
Oil, natural gas, and natural gas liquids revenues	177,353		161,531
Joint interest billings and other, net of allowance of $19 and $19 at September 30, 2023 and December 31, 2022, respectively	32,574		34,549
Derivative asset	1,542		31,331
Prepaid expenses and other current assets	40,323		18,854
Total current assets	268,384		246,265

Oil and gas properties, successful efforts method:
Proved properties	5,488,844		3,987,901
Unproved properties	305,706		282,589
Land	6,338		5,482
Total oil and gas properties	5,800,888		4,275,972

Accumulated depreciation, depletion and amortization	(955,434)		(619,196)
Net oil and gas properties	4,845,454		3,656,776

Other noncurrent assets:

Office and other equipment, net of accumulated depreciation of $6,601 and $5,273 at September 30, 2023 and December 31, 2022, respectively	6,724		5,394
Derivative asset	507		9,117
Operating lease right-of-use assets	6,573		4,569
Other noncurrent assets	18,913		15,280
TOTAL ASSETS	$	5,146,555	$	3,937,401
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	61,995	$	91,815
Revenues and royalties payable	209,589		163,368
Accrued expenses	221,366		80,942

Asset retirement obligation	415		948
Derivative liability	50,369		14,053
Advances	6,338		7,312
Operating lease liabilities	923		842
Finance lease liabilities	1,359		802
Other current liabilities	23,689		16,202
Total current liabilities	576,043		376,284

Noncurrent liabilities:




Long-term debt, net	1,722,066		1,053,879
Deferred tax liability	193,266		138,336

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Asset retirement obligation	32,210		29,611
Derivative liability	7,612		—
Operating lease liabilities	3,286		3,889
Finance lease liabilities	1,538		876
Other noncurrent liabilities	28,633		10,509
Total noncurrent liabilities	1,988,611		1,237,100

Commitments and Contingencies (Note 13)

Equity:
Preferred stock, $0.001 par value, 20,000,000 shares authorized; none issued or outstanding	—		—


Class A Common Stock, $0.001 par value, 200,000,000 shares authorized; 106,443,591 and 105,547,139 issued and outstanding at September 30, 2023 and December 31, 2022, respectively	106		106
Class B Common Stock, $0.001 par value, 50,000,000 shares authorized; 34,257,641 and 34,259,641 issued and outstanding at September 30, 2023 and December 31, 2022, respectively	34		34
Additional paid-in capital	1,348,580		1,346,463
Retained earnings	472,659		292,711

Total Earthstone Energy, Inc. equity	1,821,379		1,639,314
Noncontrolling interest	760,522		684,703
Total equity	2,581,901		2,324,017

TOTAL LIABILITIES AND EQUITY	$	5,146,555	$	3,937,401

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

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EARTHSTONE ENERGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(In thousands, except share and per share amounts)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022
REVENUES
Oil	$	366,574	$	332,036	$	978,949	$	756,420
Natural gas	39,275		113,937		89,942		233,020
Natural gas liquids	69,967		85,522		190,069		210,756
Total revenues	475,816		531,495		1,258,960		1,200,196

OPERATING COSTS AND EXPENSES
Lease operating expense	101,156		75,829		276,736		147,974
Production and ad valorem taxes	38,419		40,219		103,377		87,729

Depreciation, depletion and amortization	123,059		90,880		343,799		191,669
Impairment expense	—		—		854		—
General and administrative expense	26,508		14,188		64,079		40,571
Transaction costs	1,503		1,778		1,904		12,118
Accretion of asset retirement obligation	683		758		1,958		1,863
Exploration expense	488		2,248		7,036		2,340
Total operating costs and expenses	291,816		225,900		799,743		484,264

Gain on sale of oil and gas properties	1,290		14,803		47,404		14,803

Income from operations	185,290		320,398		506,621		730,735

OTHER INCOME (EXPENSE)
Interest expense, net	(34,232)		(20,988)		(79,180)		(42,931)
Write-off of deferred financing costs	—		—		(5,109)		—
(Loss) gain on derivative contracts, net	(45,047)		60,286		(111,820)		(141,101)

Other income, net	70		134		882		430
Total other income (expense)	(79,209)		39,432		(195,227)		(183,602)

Income before income taxes	106,081		359,830		311,394		547,133
Income tax expense	(18,930)		(60,518)		(55,584)		(81,673)
Net income	87,151		299,312		255,810		465,460

Less: Net income attributable to noncontrolling interest	25,793		87,856		75,862		142,597

Net income attributable to Earthstone Energy, Inc.	$	61,358	$	211,456	$	179,948	$	322,863

Net income per common share attributable to Earthstone Energy, Inc.:
Basic	$	0.58	$	2.01	$	1.69	$	3.91
Diluted	$	0.57	$	1.94	$	1.67	$	3.61

Weighted average common shares outstanding:
Basic	106,332,278		105,254,778		106,172,873		82,483,635
Diluted	108,285,229		109,278,661		107,741,704		92,844,854

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

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EARTHSTONE ENERGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED)

(In thousands, except share amounts)


	Issued Shares
	Series A Convertible Preferred Stock	Class A Common Stock	Class B Common Stock	Series A Convertible Preferred Stock		Class A Common Stock		Class B Common Stock		Additional Paid-in Capital		Retained Earnings		Total Earthstone Energy, Inc. Equity		Noncontrolling Interest		Total Equity
At December 31, 2022	—	105,547,139	34,259,641	$	—	$	106	$	34	$	1,346,463	$	292,711	$	1,639,314	$	684,703	$	2,324,017
Stock-based compensation expense	—	—	—	—		—		—		3,844		—		3,844		—		3,844
Vesting of restricted stock units, net of taxes paid	—	756,429	—	—		—		—		—		—		—		—		—
Class A Shares retained by the Company in exchange for payment of recipient mandatory tax withholdings	—	460,473	—	—		—		—		(6,342)		—		(6,342)		—		(6,342)
Cancellation of Treasury shares	—	(460,473)	—	—		—		—		—		—		—		—		—

Net income	—	—	—	—		—		—		—		60,548		60,548		25,663		86,211
At March 31, 2023	—	106,303,568	34,259,641	—		$	106	$	34	$	1,343,965	$	353,259	$	1,697,364	710,366		$	2,407,730
Stock-based compensation expense	—	—	—	—		—		—		3,937		—		3,937		—		3,937
Vesting of restricted stock units, net of taxes paid	—	131,381	—	—		—		—		—		—		—		—		—
Class A Shares retained by the Company in exchange for payment of recipient mandatory tax withholdings	—	56,683	—	—		—		—		(799)		—		(799)		—		(799)
Cancellation of Treasury shares	—	(56,683)	—	—		—		—		—		—		—		—		—
Class B Common Stock converted to Class A Common Stock	—	2,000	(2,000)	—		—		—		43		—		43		(43)		—
Settlement of Chisholm escrow shares	—	(105,894)	—	—		—		—		(1,489)		—		(1,489)		—		(1,489)
Net income	—	—	—	—		—		—		—		58,042		58,042		24,406		82,448
At June 30, 2023	—	106,331,055	34,257,641	—		$	106	$	34	$	1,345,657	$	411,301	$	1,757,098	734,729		$	2,491,827
Stock-based compensation expense	—	—	—	—		—		—		3,912		—		3,912		—		3,912
Vesting of restricted stock units, net of taxes paid	—	112,536	—	—		—		—		—		—		—		—		—
Class A Shares retained by the Company in exchange for payment of recipient mandatory tax withholdings	—	48,870	—	—		—		—		(989)		—		(989)		—		(989)
Cancellation of Treasury shares	—	(48,870)	—	—		—		—		—		—		—		—		—


Net income	—	—	—	—		—		—		—		61,358		61,358		25,793		87,151
At September 30, 2023	—	106,443,591	34,257,641	$	—	$	106	$	34	$	1,348,580	$	472,659	$	1,821,379	760,522		$	2,581,901

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	Issued Shares
	Series A Convertible Preferred Stock	Class A Common Stock	Class B Common Stock	Series A Convertible Preferred Stock		Class A Common Stock		Class B Common Stock		Additional Paid-in Capital		(Accumulated Deficit)		Total Earthstone Energy, Inc. Equity		Noncontrolling Interest		Total Equity
At December 31, 2021	—	53,467,307	34,344,532	$	—	$	53	$	34	$	718,181	$	(159,774)	$	558,494	$	487,767	$	1,046,261
Stock-based compensation expense - equity portion	—	—	—	—		—		—		2,301		—		2,301		—		2,301
Shares issued in connection with Chisholm Acquisition	—	19,417,476	—	—		19		—		249,496		—		249,515		—		249,515
Vesting of restricted stock units, net of taxes paid	—	483,251	—	—		1		—		(1)		—		—		—		—
Class A Shares retained by the Company in exchange for payment of recipient mandatory tax withholdings	—	286,892	—	—		—		—		(3,898)		—		(3,898)		—		(3,898)
Cancellation of Treasury shares	—	(286,892)	—	—		—		—		—		—		—		—		—
Class B Common Stock converted to Class A Common Stock	—	72,766	(72,766)	—		—		—		1,014		—		1,014		(1,014)		—
Net loss	—	—	—	—		—		—		—		(33,478)		(33,478)		(18,399)		(51,877)
At March 31, 2022	—	73,440,800	34,271,766	—		$	73	$	34	$	967,093	$	(193,252)	$	773,948	$	468,354	$	1,242,302
Stock-based compensation expense - equity portion	—	—	—	—		—		—		2,693		—		2,693		—		2,693
Issuance of Series A Convertible Preferred Stock, net of offering costs of $674	280,000	—	—	—		—		—		279,326		—		279,326		—		279,326
Shares issued in connection with Bighorn Acquisition	—	5,650,977	—	—		6		—		77,751		—		77,757		—		77,757
Vesting of restricted stock units, net of taxes paid	—	115,521	—	—		—		—		—		—		—		—		—
Class A Shares retained by the Company in exchange for payment of recipient mandatory tax withholdings	—	48,232	—	—		—		—		(719)		—		(719)		—		(719)
Cancellation of Treasury shares	—	(48,232)	—	—		—		—		—		—		—		—		—
Class B Common Stock converted to Class A Common Stock	—	10,125	(10,125)	—		—		—		149		—		149		(149)		—
Net income	—	—	—	—		—		—		—		144,885		144,885		73,140		218,025
At June 30, 2022	280,000	79,217,423	34,261,641	—		$	79	$	34	$	1,326,293	$	(48,367)	$	1,278,039	$	541,345	$	1,819,384
Stock-based compensation expense - equity portion	—	—	—	—		—		—		2,745		—		2,745		—		2,745
Conversion of Series A Convertible Preferred Stock	(280,000)	25,225,225	—	—		25		—		(25)		—		—		—		—
Shares issued in connection with Titus Acquisition	—	3,857,015	—	—		4		—		53,570		—		53,574		—		53,574
Vesting of restricted stock units, net of taxes paid	—	117,263	—	—		—		—		—		—		—		—		—
Class A Shares retained by the Company in exchange for payment of recipient mandatory tax withholdings	—	48,073	—	—		—		—		(552)		—		(552)		—		(552)
Cancellation of treasury shares	—	(48,073)	—	—		—		—		—		—		—		—		—
Class B Common Stock converted to Class A Common Stock	—	—	—	—		—		—		(5)		—		(5)		5		—
Net income	—	—	—	—		—		—		—		211,456		211,456		87,856		299,312
At September 30, 2022	—	108,416,926	34,261,641	—		$	108	$	34	$	1,382,026	$	163,089	$	1,545,257	629,206		$	2,174,463

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

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EARTHSTONE ENERGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(In thousands)


	For the Nine Months Ended September 30,
	2023		2022
Cash flows from operating activities:
Net income	$	255,810	$	465,460
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization	343,799		191,669
Impairment of oil and gas properties	854		—

Accretion of asset retirement obligations	1,958		1,863
Settlement of asset retirement obligations	(1,727)		(664)
Gain on sale of oil and gas properties	(47,404)		(14,803)
Gain on sale of office and other equipment	(33)		(152)

Total loss on derivative contracts, net	111,820		141,101
Operating portion of net cash paid in settlement of derivative contracts	(29,494)		(169,708)
Stock-based compensation - equity and liability awards	26,977		15,112
Deferred income taxes	54,930		77,591
Write-off of deferred financing costs	5,109		—
Amortization of deferred financing costs	5,704		3,723

Changes in assets and liabilities (net of assets and liabilities acquired):
(Increase) decrease in accounts receivable	63,523		(189,504)
(Increase) decrease in prepaid expenses and other current assets	(11,307)		(16,546)
Increase (decrease) in accounts payable and accrued expenses	(43,326)		92,450
Increase (decrease) in revenues and royalties payable	26,273		94,260
Increase (decrease) in advances	(1,568)		11,317

Net cash provided by operating activities	761,898		703,169
Cash flows from investing activities:
Acquisition of oil and gas properties, net of cash acquired	(924,482)		(1,518,269)
Additions to oil and gas properties	(522,404)		(325,109)
Additions to office and other equipment	(840)		(1,694)
Proceeds from sales of oil and gas properties	57,353		26,165
Net cash used in investing activities	(1,390,373)		(1,818,907)
Cash flows from financing activities:
Proceeds from borrowings under Credit Agreement	3,467,269		2,348,728
Repayments of borrowings under Credit Agreement	(3,037,022)		(2,276,996)
Proceeds from issuance of 8.000% Senior Notes due 2027, net	—		537,256
Proceeds from issuance of 9.875% Senior Notes due 2031, net	480,304		—
Proceeds from term loan	—		244,209
Repayment of term loan	(250,000)		—
Proceeds from issuance of Series A Convertible Preferred Stock, net of offering costs of $674	—		279,326
Cash paid related to the exchange and cancellation of Class A Common Stock	(8,131)		(5,168)
Cash paid for finance leases	(599)		(408)
Deferred financing costs	(6,754)		(15,222)
Net cash provided by financing activities	645,067		1,111,725
Net increase (decrease) in cash and cash equivalents	16,592		(4,013)
Cash and cash equivalents at beginning of period	—		4,013
Cash and cash equivalents at end of period	$	16,592	$	—

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

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EARTHSTONE ENERGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Basis of Presentation and Summary of Significant Accounting Policies

Earthstone Energy, Inc., a Delaware corporation (“Earthstone” and together with its consolidated subsidiaries, the “Company”), is a growth-oriented independent oil and natural gas development and production company. In addition, the Company is active in corporate mergers and the acquisition of oil and natural gas properties that have production and future development opportunities. The Company's operations are all in the upstream segment of the oil and natural gas industry and all its properties are onshore in Texas and New Mexico.

Earthstone is the sole managing member of Earthstone Energy Holdings, LLC, a Delaware limited liability company (together with its wholly-owned consolidated subsidiaries, “EEH”), with a controlling interest in EEH. Earthstone, together with its wholly-owned subsidiary, Lynden Energy Corp., a corporation organized under the laws of British Columbia (“Lynden Corp”), and Lynden Corp’s wholly-owned consolidated subsidiary, Lynden USA Inc., a Utah corporation (“Lynden US”), collectively own a 75.7% interest in EEH. The Company consolidates the financial results of EEH and presents a noncontrolling interest in the Condensed Consolidated Financial Statements representing the economic interests of EEH’s members other than Earthstone and Lynden US. Each of the outstanding shares of Class A common stock, $0.001 par value per share of Earthstone (the “Class A Common Stock”), has a corresponding unit of limited liability company interests denominated as a common unit in EEH (an “EEH Unit”). Each of the outstanding shares of Class B common stock, $0.001 par value per share of Earthstone (the “Class B Common Stock” and with the Class A Common Stock, “Common Stock”), has a corresponding EEH Unit and collectively represent the noncontrolling interests in the Condensed Consolidated Financial Statements.

At any time, at the holder’s discretion, a holder of an EEH Unit and a share of Class B Common Stock may receive a share of Class A Common Stock in exchange for an EEH Unit and a corresponding share of Class B Common Stock, resulting in the immediate cancellation of both the EEH Unit and share of Class B Common Stock exchanged. As of September 30, 2023, outstanding common shares of Earthstone, along with the equal number of corresponding outstanding EEH Units, were approximately 140.7 million, consisting of 106.4 million shares of Class A Common Stock and 34.3 million shares of Class B Common Stock.

The accompanying unaudited Condensed Consolidated Financial Statements and notes thereto have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to interim financial statements. Pursuant to such rules and regulations, certain disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted. The accompanying unaudited Condensed Consolidated Financial Statements and notes should be read in conjunction with the financial statements and notes included in Earthstone’s 2022 Annual Report on Form 10-K.

The information furnished herein reflects all adjustments that are, in the opinion of management, necessary for the fair presentation of the Company's financial position, results of operations and cash flows for the periods presented. Any such adjustments are of a normal, recurring nature. The Company’s Condensed Consolidated Balance Sheet as of December 31, 2022 is derived from the audited Consolidated Financial Statements at that date.

For the purposes of these Condensed Consolidated Financial Statements, short-term investments, which have an original maturity of three months or less, are considered cash equivalents.

Permian Resources Merger Agreement

On August 21, 2023, Earthstone entered into an agreement and plan of merger (the “Merger Agreement”) with Permian Resources Corporation, a Delaware corporation (“PR”), and certain of its subsidiaries, pursuant to which, subject to the conditions of the Merger Agreement, PR will acquire the Company in an all-stock transaction (“Merger”). Upon completion of the Merger Agreement, each outstanding share of Class A Common Stock will be converted into the right to receive 1.446 shares of PR’s Class A common stock, par value $0.0001 per share (the “PR Class A Common Stock”), and each share of Class B Common Stock will be converted into the right to receive 1.446 shares of PR’s Class C common stock, par value $0.0001 per share (the “PR Class C Common Stock”). On October 30, 2023, at the special meeting of stockholders of Earthstone, the stockholders of Earthstone approved the Merger Agreement and the transactions contemplated thereby, among other proposals. The parties to the Merger Agreement expect the Merger to close on or about November 1, 2023, subject to other customary closing conditions. The consolidated financial statements and notes presented herein have been prepared under the assumption that the Company will continue as a going concern for the next 12 months.

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EARTHSTONE ENERGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 2. Noncontrolling Interest

Earthstone consolidates the financial results of EEH and its subsidiaries and records a noncontrolling interest for the economic interest in Earthstone held by the members of EEH other than Earthstone and Lynden US. Net income attributable to noncontrolling interest in the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2023 and 2022 represents the portion of net income attributable to the economic interest in the Company held by the members of EEH other than Earthstone and Lynden US. Noncontrolling interest in the Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022 represents the portion of net assets of the Company attributable to the members of EEH other than Earthstone and Lynden US.

The following table presents the changes in noncontrolling interest for the nine months ended September 30, 2023:


	EEH Units Held By Earthstone and Lynden US	%		EEH Units Held By Others	%		Total EEH Units Outstanding
As of December 31, 2022	105,547,139	75.5	%	34,259,641	24.5	%	139,806,780
EEH Units exchanged for shares of Class A Common Stock	2,000			(2,000)			—
EEH Units cancelled in connection with the settlement of Chisholm escrow shares	(105,894)			—			(105,894)



EEH Units issued in connection with the vesting of restricted stock units and performance units	1,000,346			—			1,000,346
As of September 30, 2023	106,443,591	75.7	%	34,257,641	24.3	%	140,701,232

Note 3. Fair Value Measurements

The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, defines fair value as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. FASB ASC Topic 820 provides a framework for measuring fair value, establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date and requires consideration of the counterparty’s creditworthiness when valuing certain assets.

The three-level fair value hierarchy for disclosure of fair value measurements defined by FASB ASC Topic 820 is as follows:

Level 1 – Unadjusted, quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. An active market is defined as a market where transactions for the financial instrument occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2 – Inputs, other than quoted prices within Level 1, that are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.

Level 3 – Prices or valuations that require unobservable inputs that are both significant to the fair value measurement and unobservable. Valuation under Level 3 generally involves a significant degree of judgment from management.

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instrument’s complexity. The Company reflects transfers between the three levels at the beginning of the reporting period in which the availability of observable inputs no longer justifies classification in the original level. There were no transfers between fair value hierarchy levels for the nine months ended September 30, 2023.

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EARTHSTONE ENERGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Fair Value on a Recurring Basis

Derivative Financial Instruments

Derivative financial instruments are carried at fair value and measured on a recurring basis. The derivative financial instruments consist of fixed price swaps, basis swaps, costless collars and deferred premium put options. The Company’s commodity price hedges are valued based on discounted future cash flow models that are primarily based on published forward commodity price curves; thus, these inputs are designated as Level 2 within the valuation hierarchy.

The fair values of derivative instruments in asset positions include measures of counterparty nonperformance risk, and the fair values of derivative instruments in liability positions include measures of the Company’s nonperformance risk. These measurements were not material to the Condensed Consolidated Financial Statements.

Share-based Compensation Liability

Certain of our performance-based stock awards (“PSUs”) and performance-based restricted stock units (“PRSUs” and collectively with the PSUs, “performance units”) may be payable in cash. The Company classifies the awards that may be settled in cash as liability awards. These awards are valued quarterly utilizing the Monte Carlo Simulation pricing model, which calculates multiple potential outcomes for an award and establishes grant date fair value based on the most likely outcome. The inputs for the Monte Carlo model are designated as Level 2 within the valuation hierarchy. The share-based compensation liability related to the performance unit liability awards is included in Other noncurrent liabilities in the Condensed Consolidated Balance Sheet as of September 30, 2023.

The following table summarizes the fair value of the Company’s financial assets and liabilities, by level within the fair-value hierarchy (in thousands):


September 30, 2023	Level 1		Level 2		Level 3		Total
Financial assets
Derivative asset - current	$	—	$	1,542	$	—	$	1,542
Derivative asset - noncurrent	—		507		—		507
Total financial assets	$	—	$	2,049	$	—	$	2,049

Financial liabilities
Derivative liability - current	$	—	$	50,369	$	—	$	50,369
Derivative liability - noncurrent	—		7,612		—		7,612
Share-based compensation liability - current	—		20,359		—		20,359
Share-based compensation liability - noncurrent	—		5,153		—		5,153
Total financial liabilities	$	—	$	83,493	$	—	$	83,493

December 31, 2022
Financial assets
Derivative asset - current	$	—	$	31,331	$	—	$	31,331
Derivative asset - noncurrent	—		9,117		—		9,117
Total financial assets	$	—	$	40,448	$	—	$	40,448

Financial liabilities
Derivative liability - current	$	—	$	14,053	$	—	$	14,053

Share-based compensation liability - current	—		14,411		—		14,411
Share-based compensation liability - noncurrent	—		10,357		—		10,357
Total financial liabilities	$	—	$	38,821	$	—	$	38,821

Other financial instruments include cash, accounts receivable and payable, and revenue royalties. The carrying amount of these instruments approximates fair value because of their short-term nature. The Company’s revolving credit facility obligation

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EARTHSTONE ENERGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

bears interest at floating market rates, therefore carrying amounts and fair value of any outstanding amounts would be approximately equal. The 2027 Notes and 2031 Notes bear interest at fixed rates.

Fair Value on a Nonrecurring Basis

The Company applies the provisions of the fair value measurement standard on a non-recurring basis to its non-financial assets and liabilities, including oil and gas properties, business combinations and asset retirement obligations. These assets and liabilities are not measured at fair value on an ongoing basis but are subject to fair value adjustments if events or changes in certain circumstances indicate that adjustments may be necessary. No triggering events that require assessment were observed during the nine months ended September 30, 2023. See further discussion in Note 6. Oil and Natural Gas Properties.

Items Not Recorded at Fair Value

The carrying amounts reported on the unaudited consolidated balance sheets for cash, accounts receivable, prepaid expenses, other current assets, accounts payable, revenues and royalties payable, accrued expenses and other current liabilities approximate their fair values.

The Company has not elected to account for its debt instruments at fair value. Borrowings under the revolving tranche and term loan tranche of the Company’s credit facility bear interest at floating market rates, therefore the carrying amounts and fair values were approximately equal as of September 30, 2023 and December 31, 2022. The carrying value of the 2027 Notes, net of $9.0 million of deferred financing costs, of $541.0 million and accrued interest of $20.3 million had an estimated fair value of $563.1 million as of September 30, 2023. The carrying value of the 2031 Notes, net of the $10.0 million original issue discount and $9.3 million of deferred financing costs, of $480.7 million and accrued interest of $12.5 million had an estimated fair value of $546.7 million as of September 30, 2023. There were no other debt instruments outstanding at September 30, 2023.

Note 4. Derivative Financial Instruments

Commodity Derivative Instruments

The Company’s hedging activities primarily consist of derivative instruments entered into in order to hedge against changes in oil and natural gas prices through the use of fixed price swap agreements, costless collars and deferred premium put options. Swaps exchange floating price risk in the future for a fixed price at the time of the hedge. Costless collars set both a maximum (sold ceiling) and a minimum (bought floor) future price. A deferred premium put option represents a bought floor except, unlike a standard put option, the premium is not paid until the expiration of the option. Consistent with its hedging policy, the Company has entered into a series of derivative instruments to hedge a portion of its expected oil and natural gas production through December 31, 2024 and maintains certain natural gas basis swaps through December 31, 2025. Typically, these derivative instruments require payments to (receipts from) counterparties based on specific indices as required by the derivative agreements. Although not risk free, the Company believes these instruments reduce its exposure to oil and natural gas price fluctuations and, thereby, allow the Company to achieve a more predictable cash flow. The Company does not enter into derivative instruments for trading or other speculative purposes.

The Company’s derivative instruments are cash flow hedge transactions in which it is hedging the variability of cash flow related to a forecasted transaction. These transactions are recorded in the Condensed Consolidated Financial Statements in accordance with FASB ASC Topic 815. The Company has accounted for these transactions using the mark-to-market accounting method. Generally, the Company incurs accounting losses on derivatives during periods where prices are rising and gains during periods where prices are falling which may cause significant fluctuations in the Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Operations.

The Company nets its derivative instrument fair value amounts executed with each counterparty pursuant to an International Swap Dealers Association Master Agreement (“ISDA”), which provides for net settlement over the term of the contract. The ISDA is a standard contract that governs all derivative contracts entered into between the Company and the respective counterparty. The ISDA allows for offsetting of amounts payable or receivable between the Company and the counterparty, at the election of both parties, for transactions that occur on the same date and in the same currency.

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EARTHSTONE ENERGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following table sets forth the Company's open crude oil and natural gas derivative contracts as of September 30, 2023. When aggregating multiple contracts, the weighted average contract price is disclosed.


	Price Swaps
Period	Commodity	Volume (Bbls / MMBtu)	Weighted Average Price ($/Bbl / $/MMBtu)
Q4 2023	Crude Oil	653,200	$74.25
Q1 - Q4 2024	Crude Oil	1,719,600	$76.28
Q4 2023	Crude Oil Basis Swap (1)	2,346,000	$0.92

Q4 2023	Natural Gas	1,150,000	$3.35

Q4 2023	Natural Gas Basis Swap (2)	12,880,000	$(1.67)
Q1 - Q4 2024	Natural Gas Basis Swap (2)	36,600,000	$(1.05)
Q1 - Q4 2025	Natural Gas Basis Swap (2)	14,600,000	$(0.74)

(1)The basis differential price is between WTI Midland Crude and the WTI NYMEX.

(2)The basis differential price is between W. Texas (WAHA) and the Henry Hub NYMEX.


	Costless Collars
Period	Commodity	Volume (Bbls / MMBtu)	Bought Floor ($/Bbl / $/MMBtu)	Sold Ceiling ($/Bbl / $/MMBtu)
Q4 2023	Crude Oil Costless Collar	1,122,400	$62.58	$84.84
Q1 - Q4 2024	Crude Oil Costless Collar	732,000	$60.00	$76.01
Q4 2023	Natural Gas Costless Collar	7,090,400	$3.00	$4.91
Q1 - Q4 2024	Natural Gas Costless Collar	14,640,000	$2.56	$4.51

Deferred Premium Puts

Period

Commodity

Volume
(Bbls / MMBtu)

$/Bbl (Put Price)

$/Bbl (Net of Premium)

Q4 2023

Crude Oil

395,600

$70.00

$64.54

Q1 - Q4 2024

Crude Oil

915,000

$65.00

$60.04

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, 2023						December 31, 2022
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	Derivative asset - current	$	5,242	$	(3,700)	$	1,542	$	51,803	$	(20,472)	$	31,331
Commodity contracts	Derivative liability - current	$	54,069	$	(3,700)	$	50,369	$	34,525	$	(20,472)	$	14,053

Commodity contracts	Derivative asset - noncurrent	$	1,615	$	(1,108)	$	507	$	9,117	$	—	$	9,117
Commodity contracts	Derivative liability - noncurrent	$	8,720	$	(1,108)	$	7,612	$	—	$	—	$	—

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EARTHSTONE ENERGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following table summarizes the location and amounts of the Company’s realized and unrealized gains and losses on derivatives instruments in the Condensed Consolidated Statements of Operations and Condensed Consolidated Statements of Cash Flows (in thousands):


Derivatives not designated as hedging contracts under ASC Topic 815			Three Months Ended September 30,				Nine Months Ended September 30,
	Statement of Cash Flows Location	Statement of Operations Location	2023		2022		2023		2022
Unrealized (loss) gain	Not separately presented	Not separately presented	$	(22,996)	$	119,209	$	(82,326)	$	28,607
Realized loss	Operating portion of net cash paid in settlement of derivative contracts	Not separately presented	(22,051)		(58,923)		(29,494)		(169,708)
	Total (loss) gain on derivative contracts, net	(Loss) gain on derivative contracts, net	$	(45,047)	$	60,286	$	(111,820)	$	(141,101)

Note 5. Acquisitions and Divestitures

Novo Acquisition

On June 14, 2023, EEH, as purchaser, entered into (i) a Securities Purchase Agreement (the “Novo Purchase Agreement”) with Novo Oil & Gas Legacy Holdings, LLC (“Holdings”), Novo Intermediate, LLC (“Intermediate,” and together with Holdings, collectively, the “Sellers”) and Novo Oil & Gas Holdings, LLC (“Novo”), pursuant to which EEH would acquire 100% of the issued and outstanding equity interests (the “Subject Securities”) of Novo (the “Novo Acquisition”) and (ii) an Acquisition and Cooperation Agreement (the “Cooperation Agreement”) with Northern Oil and Gas, Inc. (“NOG”), pursuant to which NOG agreed to acquire, immediately after the closing of the Novo Acquisition, an undivided 1/3 interest in Novo’s oil and natural gas properties and related assets (the “Novo Assets”) acquired pursuant to the Novo Purchase Agreement (the “Novo Divestiture” and, together with the Novo Acquisition, the “Novo Transactions”).

On August 15, 2023, the transactions contemplated in the Novo Purchase Agreement were consummated whereby EEH acquired the Subject Securities for aggregate cash consideration of approximately $1.4 billion net of customary preliminary purchase price adjustments and subject to final post-closing settlement between EEH and the Sellers (which included a $112.5 million cash deposit previously paid into escrow by EEH and NOG upon execution of the Novo Purchase Agreement and the Cooperation Agreement), which was funded with a combination of cash on hand (including cash proceeds received pursuant to the Novo Divestiture) and borrowings under the Credit Agreement.

Prior to the Novo Acquisition, EnCap Investments L.P. and certain of its affiliates (collectively, “EnCap”) owned all of the Subject Securities and, as of the date of the closing of the Acquisition, EnCap beneficially owned approximately 39.9% of the outstanding voting power of Earthstone. Three of Earthstone’s directors are employed by EnCap. The Novo Purchase Agreement and the Novo Acquisition contemplated thereby were previously evaluated and approved by the conflicts committee of the board of directors of Earthstone. See Note 12. Related Party Transactions for further discussion.

Additionally, on August 15, 2023, immediately after the completion of the Novo Acquisition, the Novo Divestiture was completed whereby EEH received approximately $468.4 million in cash, net of customary preliminary purchase price adjustments and subject to final post-closing settlement between EEH and NOG (which included a $37.5 million cash deposit previously paid into escrow by NOG upon the execution of the Cooperation Agreement) from NOG pursuant to the Cooperation Agreement in exchange for the transfer to NOG of an undivided one-third interest in the Novo Assets.

The Novo Acquisition was accounted for as an asset acquisition. The consideration paid by the Company and allocation of that amount to the underlying assets acquired, on a relative fair value basis, was recorded on the Company's books as of the date of the closing of the Novo Acquisition. Additionally, costs directly related to the Novo Acquisition were capitalized as a component of the purchase price. The consideration transferred, assets acquired and liabilities assumed by the Company were recorded as follows (in thousands):

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EARTHSTONE ENERGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)


Consideration:
Cash consideration	$	936,929
Direct transaction costs	10,038
Total consideration transferred	$	946,967

Assets acquired:
Cash	$	15,053
Current assets	78,806
Oil and gas properties	983,842
Other noncurrent assets	5,908
Amount attributable to assets acquired	$	1,083,609

Liabilities assumed:
Current liabilities	$	113,895
Asset retirement obligations	1,844
Other noncurrent liabilities	20,903
Amount attributable to liabilities assumed	$	136,642

Titus Acquisition

On June 27, 2022, Earthstone and EEH, as buyer, and Titus Oil & Gas Production, LLC, a Delaware limited liability company, Titus Oil & Gas Corporation, a Delaware corporation, Lenox Minerals, LLC, a Delaware limited liability company and Lenox Mineral Title Holdings, Inc., a Delaware corporation (collectively, “Titus I”), as seller, entered into a purchase and sale agreement (the “Titus I Purchase Agreement”) which provided that EEH or its designated wholly-owned subsidiary would acquire (the “Titus I Acquisition”) interests in oil and gas leases and related property of Titus I located in the Northern Delaware Basin of New Mexico (the “Titus I Assets”). Also on June 27, 2022, Earthstone and EEH, as buyer, and Titus Oil & Gas Production II, LLC, a Delaware limited liability company, Lenox Minerals II, LLC, a Delaware limited liability company and Lenox Mineral Holdings II, Inc., a Delaware limited liability company (collectively, “Titus II” and together with Titus I, “Titus”), as seller, entered into a purchase and sale agreement (the “Titus II Purchase Agreement” and together with the Titus I Purchase Agreement, the “Titus Purchase Agreements”) which provided that EEH or its designated wholly-owned subsidiary would acquire (the “Titus II Acquisition” and together with the Titus I Acquisition, the “Titus Acquisition”) interests in oil and gas leases and related property of Titus II located in the Northern Delaware Basin of New Mexico (the “Titus II Assets” and together with the Titus I Assets, the “Titus Assets”).

On August 10, 2022, the transactions contemplated in the Titus Purchase Agreements were consummated whereby EEH acquired the Titus Assets for aggregate consideration of approximately $568.5 million in cash, net of customary purchase price adjustments, and 3,857,015 shares of Class A Common Stock.

The Titus Acquisition was accounted for as an asset acquisition. The consideration paid by the Company and allocation of that amount to the underlying assets acquired, on a relative fair value basis, was recorded on the Company's books as of the date of the closing of the Titus Acquisition. Additionally, costs directly related to the Titus Acquisition were capitalized as a component of the purchase price. The consideration transferred, assets acquired and liabilities assumed by the Company were recorded as follows (in thousands, except share amounts and stock price):

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EARTHSTONE ENERGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)


Consideration:
Shares of Class A Common Stock issued	3,857,015
Class A Common Stock price as of August 10, 2022	$	13.89
Class A Common Stock consideration	53,574
Cash consideration	568,184
Direct transaction costs	1,202
Total consideration transferred	$	622,960

Assets acquired:
Oil and gas properties	$	626,727
Amount attributable to assets acquired	$	626,727

Liabilities assumed:
Current liabilities	$	2,853
Noncurrent liabilities - ARO	914
Amount attributable to liabilities assumed	$	3,767

Bighorn Acquisition

On January 30, 2022, Earthstone, EEH, as buyer, and Bighorn Asset Company, LLC, a Delaware limited liability company (“Bighorn”), as seller, entered into a purchase and sale agreement (the “Bighorn Agreement”). Pursuant to the Bighorn Agreement, EEH acquired (the “Bighorn Acquisition”) interests in oil and gas leases and related property of Bighorn located in the Midland Basin, Texas (the “Bighorn Assets”).

On April 14, 2022, Earthstone, EEH and Bighorn consummated the transactions contemplated in the Bighorn Agreement whereby EEH acquired the Bighorn Assets for aggregate consideration of approximately $628.3 million in cash, net of customary purchase price adjustments, and 5,650,977 shares Class A Common Stock.

The Bighorn Acquisition was accounted for as an asset acquisition. The consideration paid by the Company and allocation of that amount to the underlying assets acquired, on a relative fair value basis, was recorded on the Company's books as of the date of the closing of the Bighorn Acquisition. Additionally, costs directly related to the Bighorn Acquisition were capitalized as a component of the purchase price. The consideration transferred, assets acquired and liabilities assumed by the Company were recorded as follows (in thousands, except share amounts and stock price):

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EARTHSTONE ENERGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)


Consideration:
Shares of Class A Common Stock issued	5,650,977
Class A Common Stock price as of April 14, 2022	$	13.76
Class A Common Stock consideration	77,757
Cash consideration	625,887
Direct transaction costs	2,397
Total consideration transferred	$	706,041

Assets acquired:
Current assets	$	769
Oil and gas properties	746,211
Amount attributable to assets acquired	$	746,980

Liabilities assumed:
Suspense payable	$	25,710
Other current liabilities	2,035
Noncurrent liabilities - ARO	13,194
Amount attributable to liabilities assumed	$	40,939

Chisholm Acquisition

On December 15, 2021, Earthstone, EEH, as buyer, Chisholm Energy Operating, LLC (“OpCo”) and Chisholm Energy Agent, Inc. (“Agent” and collectively with OpCo, “Chisholm”), collectively as seller, entered into a Purchase and Sale Agreement (the “Chisholm Agreement”), which provided that EEH would acquire (the “Chisholm Acquisition”) interests in oil and gas leases and related property of Chisholm located in Lea County and Eddy County, New Mexico (the “Chisholm Assets”).

On February 15, 2022, Earthstone, EEH and Chisholm consummated the transactions contemplated in the Chisholm Agreement whereby EEH acquired the Chisholm Assets for aggregate consideration consisting of: (i) approximately $313.9 million in cash, net of customary purchase price adjustments, paid at the closing of the Chisholm Acquisition, (ii) $70 million in cash paid on April 15, 2022 and (iii) 19,417,476 shares of Class A Common Stock. The fair value of each share of Class A Common Stock was determined using the closing sales price of $12.85 per share on February 15, 2022. On April 10, 2023, 105,894 shares of Class A Common Stock were released to Earthstone from escrow and canceled in connection with the settlement of the Chisholm Acquisition. A Significant Shareholder, as identified below, was the majority owner of Chisholm as of the closing of the Chisholm Acquisition. See Note 12. Related Party Transactions for further discussion.

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EARTHSTONE ENERGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The Chisholm Acquisition has been accounted for as a business combination using the acquisition method of accounting, with Earthstone identified as the acquirer. The consideration transferred, fair value of assets acquired and liabilities assumed by Earthstone were recorded as follows (in thousands, except share amounts and stock price):


Consideration:
Shares of Class A Common Stock issued	19,311,582
Class A Common Stock price as of February 15, 2022	$	12.85
Class A Common Stock consideration	248,154
Cash consideration	383,877

Total consideration transferred	$	632,031

Fair value of assets acquired:
Oil and gas properties	$	642,391
Amount attributable to assets acquired	$	642,391

Fair value of liabilities assumed:
Other current liabilities	$	4,389
Asset retirement obligation - noncurrent	5,971
Amount attributable to liabilities assumed	$	10,360

The fair value measurements of assets acquired and liabilities assumed are based on inputs that are not observable in the market and therefore represent Level 3 inputs. The fair value of oil and gas properties and asset retirement obligations were measured using the discounted cash flow technique of valuation.

Significant inputs to the valuation of oil and gas properties include estimates of: (i) reserves, (ii) future operating and development costs, (iii) future commodity prices, (iv) future plugging and abandonment costs, (v) estimated future cash flows, and (vi) a market-based weighted average cost of capital rate. These inputs require significant judgments and estimates and are the most sensitive and subject to change.

Divestitures

During the three and nine months ended September 30, 2023, the Company sold certain non-core properties for approximately $1.3 million and $57.4 million, respectively, in cash, resulting in net gains of approximately $1.3 million and $47.4 million, respectively, recorded in Gain on sale of oil and gas properties, net in the Condensed Consolidated Statements of Operations for each of the periods then ended.

During both the three and nine months ended September 30, 2022, the Company sold certain non-core properties for approximately $26.2 million in cash, resulting in a net gain of approximately $14.8 million recorded in Gain on sale of oil and gas properties, net in the Condensed Consolidated Statements of Operations for the period then ended.

Note 6. Oil and Natural Gas Properties

The Company follows the successful efforts method of accounting for its oil and natural gas properties. Under this method, costs to acquire oil and natural gas properties, drill and equip exploratory wells that find proved reserves, and drill and equip development wells are capitalized. Exploration costs, including unsuccessful exploratory wells and geological and geophysical costs, are charged to operations as incurred. Upon sale or retirement of oil and natural gas properties, the costs and related accumulated depreciation, depletion and amortization are eliminated from the accounts and the resulting gain or loss is recognized.

Costs incurred to maintain wells and related equipment, lease and well operating costs, and other exploration costs are charged to expense as incurred. Gains and losses arising from the sale of properties are included in Income from operations in the Condensed Consolidated Statements of Operations.

The Company’s lease acquisition costs and development costs of proved oil and natural gas properties are amortized using the units-of-production method, at the field level, based on total proved reserves and proved developed reserves, respectively. For the three and nine months ended September 30, 2023, depletion expense for oil and gas producing property and related

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EARTHSTONE ENERGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

equipment was $122.5 million and $342.4 million, respectively For the three and nine months ended September 30, 2022, depletion expense for oil and gas producing property and related equipment was $90.4 million and $190.8 million, respectively.

Our accrual basis capital expenditures for the three and nine months ended September 30, 2023, were as follows (in thousands):


	Three Months Ended September 30, 2023		Nine Months Ended September 30, 2023
Development costs	$	186,078	$	561,164
Leasehold costs	5,633		7,259
Total capital expenditures	$	191,711	$	568,423

Proved Properties

Proved oil and natural gas properties are reviewed for impairment on a nonrecurring basis. The impairment charge reduces the carrying values to their estimated fair values. These fair value measurements are classified as Level 3 measurements and include many unobservable inputs. Fair value is calculated as the estimated discounted future net cash flows attributable to the assets. The Company’s primary assumptions in preparing the estimated discounted future net cash flows to be recovered from oil and gas properties are based on (i) proved reserves, (ii) forward commodity prices and assumptions as to costs and expenses, and (iii) the estimated discount rate that would be used by potential purchasers to determine the fair value of the assets.

Unproved Properties

Unproved properties consist of costs incurred to acquire undeveloped leases. Unproved oil and gas leases are generally for a primary term of three to five years. In most cases, the term of the unproved leases can be extended by paying a lease renewal fee, meeting contractual drilling obligations, or by the presence of producing wells on the leases. Unproved costs related to successful drilling on unproved leases are reclassified to proved properties.

The Company reviews its unproved properties periodically for impairment. In determining whether an unproved property is impaired, the Company considers numerous factors including, but not limited to, current exploration and development plans, favorable or unfavorable exploration activity on the property being evaluated and/or adjacent properties, the Company’s geologists' evaluation of the property, and the remaining months in the lease term for the property.

Impairments to Oil and Natural Gas Properties

During the nine months ended September 30, 2023, the Company recorded non-cash impairment charges of $0.9 million to its oil and natural gas properties due to acreage expirations in non-core operating areas. No impairments were recorded to the Company's oil and natural gas properties during the three months ended September 30, 2023 and 2022.

Note 7. Net Income Per Common Share

Net income per common share—basic is calculated by dividing Net income by the weighted average number of shares of common stock outstanding during the period. Net income per common share—diluted assumes the conversion of all potentially dilutive securities and is calculated by dividing Net income by the sum of the weighted average number of shares of common stock, as defined above, outstanding plus potentially dilutive securities. Net income per common share—diluted considers the impact of potentially dilutive securities except in periods in which there is a loss because the inclusion of the potential common shares, as defined above, would have an anti-dilutive effect.

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EARTHSTONE ENERGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

A reconciliation of Net income per common share is as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands, except per share amounts)	2023		2022		2023		2022
Net income attributable to Earthstone Energy, Inc.	$	61,358	$	211,456	$	179,948	$	322,863

Net income attributable to Earthstone Energy, Inc. from assumed conversion of Series A Convertible Preferred Stock	—		1,068		—		12,388

Net income attributable to Earthstone Energy, Inc. - Diluted	$	61,358	$	212,524	$	179,948	$	335,251

Net income per common share attributable to Earthstone Energy, Inc.:
Basic	$	0.58	$	2.01	$	1.69	$	3.91
Diluted	$	0.57	$	1.94	$	1.67	$	3.61

Weighted average common shares outstanding
Basic	106,332,278		105,254,778		106,172,873		82,483,635
Add potentially dilutive securities:
Unvested restricted stock units	326,041		353,889		313,342		466,453
Unvested performance units	1,626,910		2,024,871		1,255,489		2,133,158
Series A Convertible Preferred Stock	—		1,645,123		—		7,761,608
Diluted weighted average common shares outstanding	108,285,229		109,278,661		107,741,704		92,844,854

The Class B Common Stock has been excluded, as its conversion would eliminate noncontrolling interest and net income attributable to noncontrolling interest of $25.8 million for the three months ended September 30, 2023 and net income attributable to noncontrolling interest of $75.9 million for the nine months ended September 30, 2023 would be added back to Net income attributable to Earthstone Energy, Inc. for the periods then ended, having no dilutive effect on Net income per common share attributable to Earthstone Energy, Inc.

The Class B Common Stock has been excluded, as its conversion would eliminate noncontrolling interest and net income attributable to noncontrolling interest of $87.9 million for the three months ended September 30, 2022 and net income attributable to noncontrolling interest of $142.6 million for the nine months ended September 30, 2022 would be added back to Net income attributable to Earthstone Energy, Inc. for the periods then ended, having no dilutive effect on Net income per common share attributable to Earthstone Energy, Inc.

Note 8. Common Stock

Class A Common Stock

At September 30, 2023 and December 31, 2022, there were 106,443,591 and 105,547,139 shares of Class A Common Stock issued and outstanding, respectively.

During the three and nine months ended September 30, 2023, as a result of the vesting and settlement of performance units and restricted stock units under the Earthstone Energy, Inc. Amended and Restated 2014 Long-Term Incentive Plan, as amended (the “2014 Plan”), Earthstone issued 161,406 and 1,566,372 shares, respectively, of Class A Common Stock, of which 48,870 and 566,026 shares, respectively, of Class A Common Stock were retained as treasury stock and canceled to satisfy the related employee income tax liability. For further discussion, see Note 9. Stock-Based Compensation. Additionally, on April 10, 2023, 105,894 shares of Class A Common Stock were released to Earthstone from escrow and canceled in connection with the settlement of the Chisholm Acquisition.

During the three and nine months ended September 30, 2022, as a result of the vesting and settlement of performance units and restricted stock units under the 2014 Plan, Earthstone issued 165,336 and 1,099,232 shares, respectively, of Class A Common Stock, of which 48,073 and 383,197 shares, respectively, of Class A Common Stock were retained as treasury stock and canceled to satisfy the related employee income tax liability. In connection with the Chisholm Acquisition, on February 15,

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EARTHSTONE ENERGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

2022, Earthstone issued 19,417,476 shares of Class A Common Stock valued at approximately $249.5 million on that date. In connection with the closing of the Bighorn Acquisition, on April 14, 2022, Earthstone issued 5,650,977 shares of Class A Common Stock valued at approximately $77.8 million on that date.

Class B Common Stock

At September 30, 2023 and December 31, 2022, there were 34,257,641 and 34,259,641 shares of Class B Common Stock issued and outstanding. Each share of Class B Common Stock, together with one EEH Unit, is convertible into one share of Class A Common Stock. During the three and nine months ended September 30, 2023, 0 and 2,000 shares of Class B Common Stock and EEH Units were exchanged for an equal number of shares of Class A Common Stock. During the three and nine months ended September 30, 2022, 0 and 82,891 shares, respectively, of Class B Common Stock and EEH Units were exchanged for an equal number of shares of Class A Common Stock.

Note 9. Stock-Based Compensation

Restricted Stock Units

The 2014 Plan, allows, among other things, for the grant of restricted stock units (“RSUs”). As of September 30, 2023, the maximum number of shares of Class A Common Stock that may be issued under the 2014 Plan was 12.0 million shares.

Each RSU represents the contingent right to receive one share of Class A Common Stock. The holders of outstanding RSUs do not have voting rights prior to vesting and settlement. Holders of outstanding RSUs granted prior to December 1, 2022 do not have dividend rights prior to vesting and settlement. Holders of outstanding RSUs granted subsequent to December 1, 2022 do have dividend rights. The Company determines the fair value of granted RSUs based on the market price of the Class A Common Stock on the date of the grant. Compensation expense for granted RSUs is recognized on a straight-line basis over the vesting period and is net of forfeitures, as incurred. Stock-based compensation is included in General and administrative expense in the Condensed Consolidated Statements of Operations and is recorded with a corresponding increase in Additional paid-in capital within the Condensed Consolidated Balance Sheets.

The table below summarizes RSU award activity for the nine months ended September 30, 2023:


	Shares	Weighted-Average Grant Date Fair Value
Unvested RSUs at December 31, 2022	869,978	$	11.40
Granted	426,655	$	13.38
Forfeited	(25,526)	$	12.22
Vested	(522,572)	$	11.00
Unvested RSUs at September 30, 2023	748,535	$	12.78

As of September 30, 2023, there was $9.3 million of unrecognized compensation expense related to the RSU awards which will be recognized over a weighted average period of 0.98 years.

For the three and nine months ended September 30, 2023, Stock-based compensation related to RSUs was $1.7 million and $5.3 million, respectively. For the three and nine months ended September 30, 2022, Stock-based compensation related to RSUs was $1.5 million and $4.2 million, respectively.

Performance Units

Performance units include both performance-based stock units (“PSUs”) and performance-based restricted stock units (“PRSUs”). The table below summarizes performance unit activity for the nine months ended September 30, 2023:


	Shares	Weighted-Average Grant Date Fair Value
Unvested Performance Units at December 31, 2022	2,616,085	$	10.21
Granted	559,325	$	18.86

Vested	(1,043,800)	$	5.36
Unvested Performance Units at September 30, 2023	2,131,610	$	14.85

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EARTHSTONE ENERGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

On January 6, 2023, the Board of Directors of Earthstone (the “Board”) granted 258,150 PRSUs (the “2023 RTSR PRSUs”) to certain officers pursuant to the 2014 Plan. The 2023 RTSR PRSUs are payable in cash or shares of Class A Common Stock upon the achievement by Earthstone over a period commencing on January 1, 2023 and ending on December 31, 2025 (the “2023 Performance Period”) of certain performance criteria established by the Board. The Company classifies these awards that will be settled in cash as liability awards. PRSU grants to be settled in shares are classified as equity awards. The holders of 2023 RTSR PRSUs do not have any voting rights with respect to such PRSUs until vesting and settlement; however, such holders do have dividend rights.

The number of shares of Class A Common Stock that may be earned will be determined based on the TSR (as defined below) achieved by Earthstone relative to the TSR of each of the companies in the predetermined peer group during the Performance Period. Between 0x to 2.0x of the PRSUs are eligible to be earned based on Earthstone’s ranking relative to the companies in the predetermined peer group. In the event that greater than 1.0x of the 2023 RTSR PRSUs are earned, such additional PRSUs may be paid in cash rather than the issuance of shares of Class A Common Stock

Total shareholder return is generally determined by dividing (A) the volume weighted average price of a share of stock for the trading days during the thirty calendar days ending on and including the last calendar day of the applicable performance period minus the volume weighted average price of a share of stock for the trading days during the thirty calendar days ending on and including the first day of the applicable performance period plus cash dividends paid over the applicable performance period by (B) the volume weighted average price of a share of stock for the trading days during the thirty calendar days ending on and including the first day of the applicable performance period (“TSR”).

The Company accounts for the 2023 RTSR PRSU awards as market-based awards which are valued utilizing the Monte Carlo Simulation pricing model, which calculates multiple potential outcomes for an award and establishes grant date fair value based on the most likely outcome. For the 2023 RTSR PRSUs, assuming a risk-free rate of 3.89% and volatilities ranging from 40.6% to 142.5%, the Company calculated the weighted average grant date fair value per PRSU to be $20.06.

On January 6, 2023, the Board granted 301,175 PRSUs (the “2023 ATSR PRSUs”) to certain officers pursuant to the 2014 Plan. The 2023 ATSR PRSUs are payable in cash or shares of Class A Common Stock upon the achievement by Earthstone over the 2023 Performance Period of certain performance criteria established by the Board. The Company classifies these awards that will be settled in cash as liability awards. PRSU grants to be settled in shares are classified as equity awards. The holders of 2023 ATSR PRSUs do not have any voting rights with respect to such PRSUs until vesting and settlement; however, such holders do have dividend rights.

The 2023 ATSR PRSUs are eligible to be earned based on the annualized TSR of the Class A Common Stock during the 2023 Performance Period. Between 0x to 2.0x of the Performance Units are eligible to be earned based on Earthstone achieving an annualized TSR based on the following pre-established goals:


Earthstone’s Annualized TSR			TSR Multiplier
23.9% or greater			2.0
14.5%			1.0
8.4%			0.5
Less than 8.4%			0.0

In the event that greater than 1.0x of the 2023 ATSR PRSUs are earned, such additional PRSUs may be paid in cash rather than the issuance of shares of Class A Common Stock.

The Company accounts for the 2023 ATSR PRSUs as market-based awards which are valued utilizing the Monte Carlo Simulation pricing model, which calculates multiple potential outcomes for an award and establishes grant date fair value based on the most likely outcome. For the 2023 ATSR PRSUs, assuming a risk-free rate of 3.89% and volatility of 77%, the Company calculated the weighted average grant date fair value per PRSU to be $17.84.

On January 30, 2020, the Board granted 1,043,800 PSUs (the “2020 PSUs”) to certain officers pursuant to the 2014 Plan (the “2020 Grant”).

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EARTHSTONE ENERGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The 2020 PSUs were settled on January 31, 2023 resulting in the issuance of 1,043,800 shares of Class A Common Stock and cash payments totaling approximately $14.5 million.

As of September 30, 2023, there was $17.7 million of unrecognized compensation expense related to all PSU awards which will be amortized over a weighted average period of 0.86 years.

For the three and nine months ended September 30, 2023, Stock-based compensation related to all performance units was approximately $12.8 million and $21.7 million, respectively. For the three and nine months ended September 30, 2022, Stock-based compensation related to all performance units was approximately $1.8 million and $10.9 million, respectively.

The Company classifies awards that will be settled in cash as liability awards. PSU grants to be settled in shares are classified as equity awards. Corresponding liabilities of $20.4 million and $14.4 million related to the performance units were included in Other current liabilities and Accrued expenses, respectively, in the Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022, respectively. Additionally, corresponding liabilities of $5.2 million and $10.4 million related to the performance units were included in Other noncurrent liabilities in the Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022, respectively.

Note 10. Long-Term Debt

The Company's long-term debt consisted of the following (in thousands):


	September 30, 2023		December 31, 2022
Revolving credit facility	$	700,383	$	270,136
Term loan under credit facility due 2027	—		250,000
8.000% Senior notes due 2027	550,000		550,000
9.875% Senior notes due 2031	500,000		—
	1,750,383		1,070,136
Unamortized debt issuance costs on term loan	—		(5,309)
Unamortized debt issuance costs on 8.000% Senior notes	(9,016)		(10,948)
Original issue discount on 9.875% Senior notes	(9,956)		—
Unamortized debt issuance costs on 9.875% Senior notes	(9,345)		—
Long-term debt, net	$	1,722,066	$	1,053,879

Credit Agreement

On November 21, 2019, Earthstone, EEH (the “Borrower”), Wells Fargo Bank, National Association, as Administrative Agent and Issuing Bank (“Wells Fargo”), BOKF, NA dba Bank of Texas, as Issuing Bank with respect to Existing Letters of Credit, Royal Bank of Canada, as Syndication Agent, Truist Bank, as successor by merger to SunTrust Bank, as Documentation Agent, and the Lenders party thereto (collectively, the “Parties”) entered into a credit agreement (together with all amendments or other modifications, the “Credit Agreement”), which replaced the prior credit facility, which was terminated on November 21, 2019.

On March 30, 2023, Earthstone, EEH, Wells Fargo, the lenders party thereto (the “Lenders”) and the guarantors party thereto entered into an amendment (the “Eighth Amendment”) to the Credit Agreement. Among other things, the Eighth Amendment (i) increased elected commitments from $1.2 billion to $1.4 billion, (ii) settled the $250 million term loan tranche under the Credit Agreement (the “Term Loan”) through an elected revolving commitment, (iii) redetermined the borrowing base at $1.65 billion as a part of the regularly scheduled redetermination, (iv) added new banks to the lending group, and (v) made certain administrative changes.

On July 7, 2023, Earthstone, EEH, Wells Fargo, the Lenders and the guarantors party thereto entered into an amendment (the “Ninth Amendment”) to the Credit Agreement. Among other things, the Ninth Amendment (i) added JPMorgan Chase Bank, N.A. and Citibank N.A. as new Lenders, arrangers, and documentation agents for the Lenders under the Credit Agreement, (ii) increased the aggregate elected borrowing base commitments from $1.40 billion to $1.75 billion, and (iii) increased the borrowing base from $1.65 billion to $2.00 billion.

The next regularly scheduled redetermination of the borrowing base is expected to occur on or around December 31, 2023. Subsequent redeterminations are expected to occur on or about each May 1st and November 1st thereafter. The amounts borrowed under the Credit Agreement bear annual interest rates at either (a) the adjusted SOFR Rate (as customarily defined) (the “Adjusted Term SOFR Rate”) plus 2.25% to 3.25% or (b) the sum of (i) the greatest of (A) the prime rate of Wells Fargo, (B) the federal funds rate plus ½ of 1.0%, and (C) the Adjusted Term SOFR Rate for an interest rate period of one month plus

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EARTHSTONE ENERGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

1.0%, (ii) plus 1.25% to 2.25%, depending on the amount borrowed under the Credit Agreement. Principal amounts outstanding under the Credit Agreement are due and payable in full at maturity on June 2, 2027. All of the obligations under the Credit Agreement, and the guarantees of those obligations, are secured by substantially all of EEH’s assets. Additional payments due under the Credit Agreement include paying a commitment fee of 0.375% to 0.50% per year, depending on the amount borrowed under the Credit Agreement, to the Lenders in respect of the unutilized commitments thereunder. EEH is also required to pay customary letter of credit fees.

The Credit Agreement contains a number of covenants that, among other things, restrict, subject to certain exceptions, EEH’s ability to incur additional indebtedness, create liens on assets, make investments, pay dividends and distributions or repurchase its limited liability interests, engage in mergers or consolidations, sell certain assets, sell or discount any notes receivable or accounts receivable and engage in certain transactions with affiliates.

In addition, the Credit Agreement requires EEH to maintain the following financial covenants: a current ratio, (as such term is defined in the Credit Agreement) of not less than 1.0 to 1.0 and a consolidated leverage ratio of not greater than 3.5 to 1.0. Consolidated leverage ratio means the ratio of (i) the aggregate debt of EEH and its consolidated subsidiaries as at the last day of the fiscal quarter to (ii) EBITDAX for the applicable period, which was calculated as EBITDAX for the four consecutive fiscal quarters ending on such date. The term “EBITDAX” means, for any period, the sum of consolidated net income (loss) for such period plus (a) the following expenses or charges to the extent deducted from consolidated net income (loss) in such period: (i) interest, (ii) taxes, (iii) depreciation, (iv) depletion, (v) amortization, (vi) certain distributions to employees related to the stock compensation, (vii) certain transaction related expenses, (viii) reimbursed indemnification expenses related to certain dispositions and investments, (ix) non-cash extraordinary, usual, or nonrecurring expenses or losses, (x) other non-cash charges and minus (b) to the extent included in consolidated net income (loss) in such period: (i) non-cash income, (ii) gains on asset dispositions, disposals and abandonments outside of the ordinary course of business and (iii) to the extent not otherwise deducted from consolidated net income (loss), the aggregate amount of any pass-through cash distributions received by Borrower during such period in an amount equal to the aggregate amount of pass-through cash distributions actually made by Borrower during such period.

The Credit Agreement contains customary affirmative covenants and defines events of default to include failure to pay principal or interest, breach of covenants, breach of representations and warranties, insolvency, judgment default and a change in control. Upon the occurrence and continuance of an event of default, the Lenders have the right to accelerate repayment of the loans and exercise their remedies with respect to the collateral. As of September 30, 2023, EEH was in compliance with the covenants under the Credit Agreement.

As of September 30, 2023, $700.4 borrowings were outstanding under the Credit Agreement, resulting in $1.0 billion of borrowing base availability. At December 31, 2022, $270.1 million and $250.0 million of borrowings were outstanding under the revolving tranche and the term loan tranche of the Credit Agreement, respectively.

For the three and nine months ended September 30, 2023, the interest rate on borrowings under the revolving tranche of the Credit Agreement averaged 8.28% and 7.82% per annum, respectively, which excluded commitment fees of $1.2 million and $2.8 million, respectively, and amortization of deferred financing costs of $1.2 million and $3.2 million, respectively. For the three and nine months ended September 30, 2022, the interest rate on borrowings under the Credit Agreement averaged 4.75% and 4.29% per annum, respectively, which excluded commitment fees of $1.0 million and $1.1 million, respectively, and amortization of deferred financing costs of $0.8 million and $2.4 million, respectively.

$3.7 million of costs associated with the revolving tranche of the Credit Agreement were capitalized during the three months ended September 30, 2023. During the nine months ended September 30, 2023, the Company capitalized $6.8 million of costs associated with the revolving tranche of the Credit Agreement. There were no costs associated with the term loan tranche of the Credit Agreement to capitalize during the three and nine months ended September 30, 2023. During the three and nine months ended September 30, 2022, the Company capitalized $3.6 million and $15.2 million, respectively, of costs associated with the Credit Agreement. The Company’s policy is to capitalize the financing costs associated with its debt and amortize those costs on a straight-line basis over the term of the associated debt, which approximates the effective interest method over the term of the related debt.

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EARTHSTONE ENERGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

8.000% Senior Notes

As of September 30, 2023, there were $550.0 million in outstanding senior notes due 2027 (the “2027 Notes”). The 2027 Notes will mature on April 15, 2027 with interest accruing at a rate of 8.000% per annum payable semi-annually in cash in arrears on April 15 and October 15 of each year. The 2027 Notes are guaranteed on a senior unsecured basis by Earthstone and four subsidiaries of EEH (the “Guarantors”) and the 2027 Notes may be guaranteed by certain of EEH’s future restricted subsidiaries. The 2027 Notes are unsecured, rank equally in right of payment with all existing and future senior unsecured indebtedness of EEH and the Guarantors, including the 2031 Notes, and rank senior in right of payment to any future subordinated indebtedness of EEH and the Guarantors. The 2027 Notes will rank effectively junior to all secured indebtedness of EEH and the Guarantors, including indebtedness under the Credit Agreement, to the extent of the value of the assets securing such indebtedness. The 2027 Notes will rank structurally junior in right of payment to all indebtedness and other liabilities, including trade payables, of any future subsidiary of EEH that are not guarantors. The indenture dated April 12, 2022 under which the 2027 Notes were issued also contains certain restrictive covenants, redemption rights, events of default and other customary provisions.

As of September 30, 2023, accrued interest of $20.3 million associated with the 2027 Notes was included in Accrued expenses in the Condensed Consolidated Balance Sheets.

9.875% Senior Notes

On June 30, 2023, EEH completed an offering of $500.0 million aggregate principal amount of EEH’s 9.875% senior notes due 2031 (the “2031 Notes”). The 2031 Notes will mature on July 15, 2031 with interest accruing at a rate of 9.875% per annum payable semi-annually in cash in arrears on January 15 and July 15 of each year, commencing January 15, 2024. The 2031 Notes are guaranteed on a senior unsecured basis by the Guarantors and the 2031 Notes may be guaranteed by certain of EEH’s future restricted subsidiaries. The 2031 Notes are unsecured, rank equally in right of payment with all existing and future senior unsecured indebtedness of EEH and the Guarantors, including the 2027 Notes, and rank senior in right of payment to any future subordinated indebtedness of EEH and the Guarantors. The 2031 Notes will rank effectively junior to all secured indebtedness of EEH and the Guarantors, including indebtedness under the Credit Agreement, to the extent of the value of the assets securing such indebtedness. The 2031 Notes will rank structurally junior in right of payment to all indebtedness and other liabilities, including trade payables, of any future subsidiary of EEH that are not guarantors. The indenture dated June 30, 2023 under which the 2031 Notes were issued (the “Indenture”) also contains certain restrictive covenants, redemption rights, events of default and other customary provisions.

As of September 30, 2023, accrued interest of $12.5 million associated with the 2031 Notes was included in Accrued expenses in the Condensed Consolidated Balance Sheets.

Note 11. Asset Retirement Obligations

The Company has asset retirement obligations associated with the future plugging and abandonment of oil and gas properties and related facilities. Revisions to the liability typically occur due to changes in the estimated abandonment costs, well economic lives, and the discount rate.

The following table summarizes the Company’s asset retirement obligation transactions recorded during the nine months ended September 30, 2023 (in thousands):


	2023
Beginning asset retirement obligations	$	30,559
Liabilities incurred	222
Liabilities settled	(1,727)
Acquisitions	1,844
Accretion expense	1,958
Divestitures	(843)
Revision of estimates	612
Ending asset retirement obligations	$	32,625

Note 12. Related Party Transactions

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EARTHSTONE ENERGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

FASB ASC Topic 850, Related Party Disclosures, requires that information about transactions with related parties that would make a difference in decision making shall be disclosed so that users of the financial statements can evaluate their significance. The Audit Committee of the Board independently reviews and approves all related party transactions.

Earthstone has two significant shareholders that consist of various investment funds managed by each of the two private equity firms who may manage other investments in entities with which the Company interacts in the normal course of business (the “Significant Shareholders” or separately, each a “Significant Shareholder”).

As discussed in Note 5. Acquisitions and Divestitures, the Chisholm Acquisition was consummated on February 15, 2022, whereby the Company acquired the Chisholm Assets for a purchase price of $383.9 million in cash, net of customary purchase price adjustments, and approximately 19.4 million shares of Class A Common Stock. A Significant Shareholder was the majority owner of Chisholm as of the closing of the Chisholm Acquisition. The deferred payment of $70 million as of March 31, 2022 was paid on April 15, 2022 and included in Deferred acquisition payment – Chisholm in the Condensed Consolidated Balance Sheet as of March 31, 2022. The issuance of approximately 19.4 million shares of Class A Common Stock in connection with the closing of the Chisholm Acquisition was (1) approved by a majority of the voting power of all outstanding disinterested shares of the Common Stock and (2) increased the Significant Shareholder's beneficial ownership of Class A Common Stock from approximately 25% to 36% as of February 15, 2022. On April 10, 2023, 105,894 shares of Class A Common Stock were released to Earthstone from escrow and canceled in connection with the settlement of the Chisholm Acquisition.

As discussed in Note 5. Acquisitions and Divestitures, on June 14, 2023, EEH entered into the Novo Purchase Agreement. A Significant Shareholder is the majority owner of the Sellers.

Note 13. Commitments and Contingencies

Legal

George Assad, et al. v. EnCap Investments L.P., et al.: On September 12, 2022, a complaint (the “Complaint”) styled as a “derivative action” was filed in the Delaware Court of Chancery (the “Court”) by George Assad (the “plaintiff”) a purported holder of a small number of shares of Class A Common Stock against Earthstone, six of its 10 directors and EnCap Investments L.P. (“EnCap”), a principal stockholder. The Complaint alleges that a majority of Earthstone’s directors were conflicted and, along with EnCap, breached their fiduciary duties in approving the sale of shares of Series A Convertible Preferred Stock that is convertible into Class A Common Stock pursuant to the Securities Purchase Agreement dated as of January 30, 2022, by and among Earthstone and the Investors. The plaintiff requested the Court to declare that the defendants breached their fiduciary duties, award of unspecified monetary damages, including interest and costs, and/ or rescind the stock purchase transaction. On October 14, 2022, the defendants filed a motion to dismiss the amended Complaint. Oral argument with respect to defendants’ motion to dismiss occurred on July 18, 2023. On August 22, 2023, in response to Earthstone’s announcement that it had entered into a definitive merger agreement with Permian Resources Corporation, the Plaintiff filed an emergency motion to expedite the Plaintiff’s derivative suit. On August 29, 2023 a hearing was held and the Court denied Plaintiff’s motion to expedite. Earthstone believes the Complaint is completely without merit and intends to contest vigorously the allegations made therein and to seek reimbursement for its costs and expenses in so doing. Earthstone carries insurance for the claims asserted against it and the officer and director defendants in the Complaint, and the carrier has accepted coverage subject to applicable self-retentions and limits of liability. The Company does not expect this case to have a material adverse effect on the results of operations, financial position or cash flows of the Company.

From time to time, the Company may be involved in other various legal proceedings and claims in the ordinary course of business, none of which are reasonably expected to result in a material liability to the Company as of September 30, 2023.

Environmental and Regulatory

As of September 30, 2023, there were no known environmental or other regulatory matters related to the Company’s properties or operations that are reasonably expected to result in a material liability to the Company.

Note 14. Income Taxes

The Company’s corporate structure requires the filing of two separate U.S. Federal income tax returns and one Canadian income tax return which include Lynden US, Earthstone, and Lynden Corp, respectively. As such, taxable income of Earthstone cannot be offset by tax attributes, including net operating losses, of Lynden US, nor can taxable income of Lynden US be offset by tax attributes of Earthstone. Earthstone and Lynden US record a tax provision, respectively, for their share of the book income or loss of EEH, net of the non-controlling interest. As EEH is treated as a partnership for U.S. Federal income tax purposes, it is not subject to income tax at the federal level and only recognizes the Texas Margin Tax.

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EARTHSTONE ENERGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

On February 15, 2022, the Company completed the Chisholm Acquisition which included the issuance of 19,311,582 shares of Class A Common Stock, which resulted in an ownership change within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). As a result of the ownership change, the Company’s ability to utilize net operating losses (“NOLs”) and credits generated prior to the ownership change date may be limited to offset taxable income incurred after the ownership change date (the “382 Limitation”).

As of September 30, 2023 and December 31, 2022, current liabilities of $1.0 million and $1.8 million, respectively, are included in Other current liabilities in the Condensed Consolidated Balance Sheets related solely to current Texas Margin Tax payable.

During the nine months ended September 30, 2023, the Company recorded income tax expense of approximately $55.6 million comprised of (1) deferred federal income tax expense for Earthstone of $47.3 million resulting from its share of the distributable income from EEH, (2) a deferred federal income tax expense for Lynden US of $2.8 million as a result of its share of the distributable income from EEH and (3) income tax expense of $5.5 million related to both current and deferred state income taxes. Lynden Corp incurred no material income or loss, or related income tax expense or benefit, for the nine months ended September 30, 2023.

During the nine months ended September 30, 2022, the Company recorded income tax expense of approximately $81.7 million comprised of (1) income tax expense for Earthstone of $70.0 million which included a deferred income tax expense of $74.5 million and a current income tax expense of $2.0 million, resulting from its share of the distributable income from EEH, offset by a $6.5 million release of valuation allowance, (2) a deferred income tax expense for Lynden US of $5.5 million as a result of its share of the distributable loss from EEH and (3) income tax expense of $6.2 million related to state taxes, which included a deferred income tax expense of $4.1 million and a current income tax expense of $2.1 million. Lynden Corp incurred no material income or loss, or related income tax expense or benefit, for the nine months ended September 30, 2022.

Note 15. Supplemental Disclosures

Accounts Payable

The following table summarizes the Company’s current accounts payable at September 30, 2023 and December 31, 2022 (in thousands):


	September 30,		December 31,
	2023		2022
Accounts payable related to vendors	$	35,036	$	76,044
Accounts payable related to severance taxes	14,317		10,380
Other	12,642		5,391
Total accounts payable	$	61,995	$	91,815

Revenue and Royalties Payable

The following table summarizes the Company’s revenues held in suspense and royalties payable at September 30, 2023 and December 31, 2022 (in thousands):


	September 30,		December 31,
	2023		2022
Revenue held in suspense	$	119,652	$	101,838
Revenue and royalties payable	89,937		61,530
Total revenue and royalties payable	$	209,589	$	163,368

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EARTHSTONE ENERGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Accrued Expenses

The following table summarizes the Company’s current accrued expenses at September 30, 2023 and December 31, 2022 (in thousands):


	September 30,		December 31,
	2023		2022
Accrued capital expenditures	$	84,353	$	38,482
Accrued lease operating expenses	23,919		14,173
Accrued interest	37,864		10,995
Accrued general and administrative expense	10,114		7,351
Accrued ad valorem taxes	30,255		4,243
Other	34,861		5,698
Total accrued expenses	$	221,366	$	80,942

Supplemental Cash Flow Information

The following table provides supplemental disclosures of cash flow information for the nine months ended September 30, 2023 and 2022 (in thousands):


	For the Nine Months Ended September 30,
	2023		2022
Cash paid for:
Interest	$	47,206	$	17,485
Income taxes	$	2,518	$	625
Non-cash investing and financing activities:


Class A Common Stock issued in Chisholm Acquisition	$	(1,361)	$	249,515
Class A Common Stock issued in Bighorn Acquisition	$	—	$	77,757
Class A Common Stock issued in Titus Acquisition	$	—	$	53,574

Accrued capital expenditures	$	102,039	$	40,969
Lease asset additions - ASC 842	$	1,818	$	3,111
Asset retirement obligations	$	833	$	722

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EARTHSTONE ENERGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 16. Subsequent Events

On October 23, 2023, the Board declared a cash dividend (the “Special Dividend”) of $0.1446 per share of Class A Common Stock and Class B Common Stock. The Special Dividend is payable on November 6, 2023, to shareholders of record as of October 31, 2023 who hold their shares through the closing of the Merger Agreement.

The Special Dividend is conditioned upon the closing of the Merger Agreement and is being declared in accordance with the terms of the Merger Agreement, which provides that (a) the record date of the Special Dividend will be the close of business on the business day immediately preceding the closing date of the Merger Agreement and (b) the Special Dividend will be paid three business days after the closing date of the Merger Agreement. Accordingly, the record date and payment date may change based on the actual closing date of the Merger Agreement.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Statement Regarding Forward-Looking Information

This discussion and other items in this Quarterly Report on Form 10-Q contain forward-looking statements and information that are based on management’s beliefs, as well as assumptions made by, and information currently available to, management. When used in this document, the words “believe,” “anticipate,” “estimate,” “expect,” “intend,” “may,” “will,” “project,” “forecast,” “plan,” and similar expressions are intended to identify forward-looking statements. Although management believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct. These statements are subject to numerous risks, uncertainties and assumptions. Certain of these risks are summarized in this report and under “Item 1A. Risk Factors” in our 2022 Annual Report on Form 10-K and “Part II, Item 1A - Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 that were filed with the Securities and Exchange Commission (“SEC”), which you should read carefully in connection with our forward-looking statements. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated. We undertake no obligation to release publicly any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

You should read “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in conjunction with the corresponding sections and our audited Consolidated Financial Statements for the year ended December 31, 2022, which are included in our 2022 Annual Report on Form 10-K.

Overview

Earthstone Energy, Inc., a Delaware corporation (“Earthstone” and together with its consolidated subsidiaries, the “Company,” “our,” “we,” “us,” or similar terms), is a growth-oriented independent oil and gas company engaged in the acquisition and development of oil and gas reserves through activities that include the acquisition, drilling and development of undeveloped leases, asset and corporate acquisitions and mergers. Our operations are all in the upstream segment of the oil and natural gas industry and all our properties are onshore in the United States. At present, our assets are located primarily in the Delaware Basin in New Mexico and in the Midland Basin in West Texas.

As of September 30, 2023, outstanding common shares of Earthstone, along with the equal number of corresponding outstanding EEH Units, were approximately 140.7 million, consisting of 106.4 million shares of Class A common stock, par value $0.001 per share of Earthstone ("Class A Common Stock"), and 34.3 million shares of Class B common stock, par value $0.001 per share of Earthstone ("Class B Common Stock"). The following diagram indicates our simplified ownership structure as of the date of this report. This diagram is provided for illustrative purposes only and does not represent all legal entities affiliated with us.

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Recent Developments

Permian Resources Merger Agreement

On August 21, 2023, Earthstone entered into an agreement and plan of merger (the “Merger Agreement”) with Permian Resources Corporation, a Delaware corporation (“PR”), Smits Merger Sub I Inc., a Delaware corporation and a direct wholly owned subsidiary of PR (“PR Sub I”), Smits Merger Sub II LLC, a Delaware limited liability company and a direct wholly owned subsidiary of PR (“PR Sub II”), and Permian Resources Operating, LLC, a Delaware limited liability company (“PR OpCo”), pursuant to which (i) PR Sub I will merge with and into Earthstone (the “Initial Company Merger”), with Earthstone surviving the Initial Company Merger as a wholly owned subsidiary of PR (the “Initial Surviving Corporation”), (ii) following the Initial Company Merger, the Initial Surviving Corporation will merge with and into PR Sub II (the “Subsequent Company Merger” and, together with the Initial Company Merger, the “Company Mergers”), with PR Sub II surviving the Subsequent Company Merger as a wholly owned subsidiary of PR (in such capacity, the “Surviving Company”), and (iii) following the Company Mergers, EEH will merge with and into PR OpCo (the “OpCo Merger,” and, collectively with the Company Mergers, the “Mergers”), with PR OpCo surviving the OpCo Merger.

On the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Initial Company Merger (the “Initial Company Merger Effective Time”), by virtue of the Initial Company Merger, (i) each share of capital stock of PR Sub I issued and outstanding immediately prior to the Initial Company Merger Effective Time will be converted into and will represent one validly issued, fully paid and nonassessable share of Class A common stock, par value $0.01 per share, of the Initial Surviving Corporation, which will constitute the only outstanding shares of common stock of the Initial Surviving Corporation immediately following the Initial Company Merger Effective Time, (ii) each share of Class A Common Stock, issued and outstanding immediately prior to the Initial Company Merger Effective Time (excluding certain Excluded Shares (as defined in the Merger Agreement) will be converted automatically into the right to receive a number of validly issued, fully paid and nonassessable shares (the "Class A Merger Consideration") of PR's Class A common stock, par value $0.0001 per share (the “PR Class A Common Stock”), equal to 1.446 (the “Exchange Ratio”), with cash to be paid in lieu of fractional shares and (iii) each share of Class B Common Stock issued and outstanding immediately prior to the Initial Company Merger Effective Time (excluding certain Excluded Shares and Appraisal Shares (each as defined in the Merger Agreement)) will be converted automatically into the right to receive a number of validly issued, fully paid and nonassessable shares of PR’s Class C common stock, par value $0.0001 per share (the “PR Class C Common Stock” and, together with the PR Class A Common Stock, the “PR Common Stock”), equal to the Exchange Ratio.

At the effective time of the Subsequent Company Merger (the “Subsequent Company Merger Effective Time”), by virtue of the Subsequent Company Merger, (i) each share of capital stock of the Initial Surviving Corporation issued and outstanding immediately prior to the Subsequent Company Merger Effective Time will be converted into and will represent one validly

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issued, fully paid and nonassessable unit of the Surviving Company and (ii) each unit of PR Sub II will be unaffected by the Subsequent Company Merger and will remain outstanding as a unit of the Surviving Company.

On October 30, 2023, at the special meeting of stockholders of Earthstone, the stockholders of Earthstone approved the Merger Agreement and the transactions contemplated thereby, among other proposals. The parties to the Merger Agreement expect the Mergers to close on or about November 1, 2023, subject to other customary closing conditions. However, the consolidated financial information presented in this Quarterly Report has been prepared under the assumption that the Company will continue as a going concern for the next 12 months.

Special Cash Dividend

On October 23, 2023, the board of directors (the “Board”) of Earthstone declared a cash dividend (the “Special Dividend”) of $0.1446 per share of Class A Common Stock and Class B Common Stock. The Special Dividend is payable on November 6, 2023, to shareholders of record as of October 31, 2023 who hold their shares through the closing of the Merger Agreement.

Novo Acquisition

On August 15, 2023, the transactions contemplated in the Novo Purchase Agreement were consummated whereby EEH acquired the Subject Securities for aggregate cash consideration of approximately $1.4 billion, net of customary preliminary purchase price adjustments and subject to final post-closing settlement between EEH and the Sellers (which included a $112.5 million cash deposit previously paid into escrow by EEH and NOG upon execution of the Novo Purchase Agreement and the Cooperation Agreement), which was funded with a combination of cash on hand (including cash proceeds received pursuant to the Novo Divestiture) and borrowings under the Credit Agreement.

Notes Offering

On June 27, 2023, EEH, and four of EEH’s wholly-owned subsidiaries, Earthstone Operating, LLC, a Texas limited liability company (“Earthstone Operating”), Earthstone Permian LLC, a Texas limited liability company (“Earthstone Permian”), Sabine River Energy, LLC, a Texas limited liability company (“Sabine River Energy”), and Independence Resources Technologies, LLC, a Delaware limited liability company (“Independence Technology” and, together with Earthstone Operating, Earthstone Permian, Sabine River Energy and Earthstone, the “Guarantors”), entered into a purchase agreement (the “2031 Notes Purchase Agreement”) with Wells Fargo Securities, LLC, as representative of the several initial purchasers named in Exhibit A thereto (together, the “Initial Purchasers”), providing for the private offer and sale by EEH (the “Offering”) of $500.0 million aggregate principal amount of EEH’s 9.875% senior notes due 2031 (the “2031 Notes”), along with related guarantees (the “Guarantees”) of the 2031 Notes.

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The 2031 Notes Purchase Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions under which EEH and the Guarantors, on one hand, and the Initial Purchasers, on the other, have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act").

The Offering was made pursuant to an offering memorandum dated June 27, 2023 and closed on June 30, 2023. The 2031 Notes were issued at a price of 97.968% of their principal amount, resulting in net proceeds to EEH of approximately $482.3 million (after deducting underwriting discounts and commissions, but before offering expenses). EEH used the net proceeds from the Offering to fund a portion of the purchase price of the Novo Acquisition. The 2031 Notes and the Guarantees were offered and sold in a transaction exempt from the registration requirements of the Securities Act. The 2031 Notes and the Guarantees were resold to persons reasonably believed to be qualified institutional buyers under Rule 144A of the Securities Act and outside the United States to non-U.S. persons in compliance with Regulation S of the Securities Act.

Indenture

On June 30, 2023, in connection with the completion of the Offering, EEH entered into that certain indenture, dated as of June 30, 2023 (the “2031 Indenture”), by and among EEH, the Guarantors and U.S. Bank Trust Company, National Association, as trustee, that was previously reported on Form 8-K filed with the SEC on June 30, 2023.

The 2031 Notes will mature on July 15, 2031 with interest accruing at a rate of 9.875% per annum payable semi-annually in cash in arrears on January 15 and July 15 of each year, commencing January 15, 2024. Before July 15, 2026, EEH may redeem some or all of the 2031 Notes at a redemption price equal to 100% of the aggregate principal amount of the 2031 Notes redeemed plus the “applicable premium” as of and accrued and unpaid interest, if any, to, but excluding, the date of redemption. EEH may redeem, at its option, all or part of the 2031 Notes at any time on or after July 15, 2026, at the applicable redemption price plus accrued and unpaid interest to, but not including, the date of redemption. Further, before July 15, 2026, EEH may on one or more occasions redeem up to 35% of the aggregate principal amount of the 2031 Notes in an amount not exceeding the net proceeds from one or more private or public equity offerings at a redemption price of 109.875% of the principal amount of the 2031 Notes, plus accrued and unpaid interest to the date of redemption, if at least 65% of the aggregate principal amount of the 2031 Notes remains outstanding immediately after such redemption and the redemption occurs within 180 days of the closing date of each such equity offering. Upon a Change of Control (as defined in the Indenture) EEH must offer to repurchase the 2031 Notes on terms and conditions set forth in detail in the 2031 Indenture.

Credit Agreement

On July 7, 2023, but effective as of the closing of the Novo Transactions on August 15, 2023, Earthstone, as Parent, EEH, as Borrower, the guarantors party thereto, the lenders party thereto (the “Lenders”) and Wells Fargo Bank, National Association (“Wells Fargo”) as Administrative Agent and Issuing Bank, entered into that certain Ninth Amendment to the Credit Agreement (the “Ninth Amendment”), which amends that certain Credit Agreement, dated as of November 21, 2019, by and among EEH, as Borrower, Earthstone, as Parent, Wells Fargo, as Administrative Agent and Issuing Bank, the Lenders party thereto and the documentation agents party thereto (as amended by the Ninth Amendment and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Among other things, the Ninth Amendment (i) added JPMorgan Chase Bank, N.A. and Citibank N.A. as new Lenders, arrangers, and documentation agents for the Lenders under the Credit Agreement, (ii) increased the aggregate elected borrowing base commitments from $1.40 billion to $1.75 billion, and (iii) increased the borrowing base from $1.65 billion to $2.0 billion.

Natural Gas Takeaway Capacity

The Permian Basin has been experiencing a lack of sufficient pipeline transportation that is connected to markets which are purchasing the gas. This has resulted in negative gas prices at times, whereby the seller actually pays the purchaser to take the gas. If these depressed or inverted natural gas prices continue in the region, our natural gas revenues will continue to be negatively impacted.

Inflation

Inflation has increased costs associated with our capital program and production operations. We have experienced increases in the costs of many of the materials, supplies, equipment and services used in our operations and we expect inflation to continue based on current economic circumstances. In addition, the attempts to reduce inflation by the Federal Reserve have resulted in increased interest rates on debt and contributed to debt and equity market volatility. We continue to closely monitor costs and take all reasonable steps to mitigate the inflationary effect on our cost structure and also work to enhance our efficiency to minimize additional cost increases where possible.

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Areas of Operation

Our primary focus is concentrated in the Delaware Basin in New Mexico and in the Midland Basin in West Texas, both containing high oil and liquids rich resources which provides us with multiple horizontal targets with proven production results, long-lived reserves and historically high drilling success rates.

Operations Update

We operated a five-rig drilling program during the third quarter of 2023 with four rigs in the Delaware Basin and one in the Midland Basin.

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires us to use our judgment to make estimates and assumptions that affect certain amounts reported in our financial statements. As additional information becomes available, these estimates and assumptions are subject to change and thus impact amounts reported in the future. Critical accounting policies are those accounting policies that involve judgment and uncertainties affecting the application of those policies and the likelihood that materially different amounts would be reported under different conditions or using differing assumptions. We periodically update our estimates used in the preparation of the financial statements based on our latest assessment of the current and projected business and general economic environment. There have been no significant changes to our critical accounting policies during the nine months ended September 30, 2023.

Recent Accounting Pronouncements

There were no recent accounting pronouncements during the nine months ended September 30, 2023 that are expected to have a material impact on our financial statements.

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Results of Operations

Three Months Ended September 30, 2023, compared to the Three Months Ended September 30, 2022


	Three Months Ended September 30,
	2023		2022		Change
Sales volumes:
Oil (MBbl)	4,435		3,566		24	%
Natural gas (MMcf)	20,433		16,514		24	%
Natural gas liquids (MBbl)	2,920		2,360		24	%
Barrels of oil equivalent (MBoe)	10,761		8,678		24	%
Average Daily Production (Boepd)	116,967		94,329		24	%

Average prices:
Oil (per Bbl)	$	82.65	$	93.12	(11)	%
Natural gas (per Mcf)	$	1.92	$	6.90	(72)	%
Natural gas liquids (per Bbl)	$	23.96	$	36.23	(34)	%

Average prices adjusted for realized derivatives settlements:
Oil ($/Bbl)	$	80.37	$	83.75	(4)	%
Natural gas ($/Mcf)	$	1.34	$	5.36	(75)	%
Natural gas liquids ($/Bbl)	$	23.96	$	36.23	(34)	%

(In thousands)
Oil revenues	$	366,574	$	332,036	10	%
Natural gas revenues	$	39,275	$	113,937	(66)	%
Natural gas liquids revenues	$	69,967	$	85,522	(18)	%

Lease operating expense	$	101,156	$	75,829	33	%
Production and ad valorem taxes	$	38,419	$	40,219	(4)	%


Depreciation, depletion and amortization	$	123,059	$	90,880	35	%

General and administrative expense (excluding stock-based compensation)	$	11,984	$	10,866	10	%
Stock-based compensation - equity and liability awards	$	14,524	$	3,322	337	%
General and administrative expense	$	26,508	$	14,188	87	%


Exploration expense	$	488	$	2,248	NM
Gain on sale of oil and gas properties	$	1,290	$	14,803	NM
Interest expense, net	$	(34,232)	$	(20,988)	63	%


Unrealized (loss) gain on derivative contracts	$	(22,996)	$	119,209	(119)	%
Realized loss on derivative contracts	$	(22,051)	$	(58,923)	(63)	%
(Loss) gain on derivative contracts, net	$	(45,047)	$	60,286	(175)	%


Income tax expense	$	(18,930)	$	(60,518)	(69)	%

NM – Not Meaningful

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Results of Operations Highlights

The Novo Acquisition, Titus Acquisition, Bighorn Acquisition and Chisholm Acquisition (collectively, the “Acquisitions”) have had a significant impact on our results of operations for the three and nine months ended September 30, 2023 as compared to the corresponding periods in 2022. Below is a discussion highlighting the impact of our recent Acquisitions.

Oil revenues

For the three months ended September 30, 2023, oil revenues increased by $34.5 million, or 10%, relative to the comparable period in 2022. Of the increase, $71.8 million was attributable to an increase in sales volume, partially offset by $37.3 million attributable to a decrease in our realized price. Our average realized price per Bbl decreased from $93.12 for the three months ended September 30, 2022 to $82.65, or 11%, for the three months ended September 30, 2023. Additionally, we had a net increase in the volume of oil sold of 869 MBbls, or 24%, primarily resulting from the wells acquired in the Titus Acquisition and the Novo Acquisition, partially offset by natural declines in our other wells.

Natural gas revenues

For the three months ended September 30, 2023, natural gas revenues decreased by $74.7 million, or 66%, relative to the comparable period in 2022. Of the decrease, $82.2 million was attributable to a decrease in realized price, partially offset by a $7.5 million increase in sales volume. Our average realized price per Mcf decreased 72% from $6.90 for the three months ended September 30, 2022 to $1.92 for the three months ended September 30, 2023. The total volume of natural gas sold increased 3,919 MMcf, or 24%, primarily resulting from the wells acquired in the Titus Acquisition and the Novo Acquisition, partially offset by natural declines in our other wells.

Natural gas liquids revenues

For the three months ended September 30, 2023, natural gas liquids revenues decreased by $15.6 million, or 18%, relative to the comparable period in 2022. Of the decrease, $29.0 million was attributable to a decrease in our realized price resulting from a 34% decrease in our average realized price of $23.96 for the three months ended September 30, 2023 from $36.23 for the three months ended September 30, 2022, partially offset by a $13.4 million increase in sales volumes. The volume of natural gas liquids sold increased by 560 MBbls, or 24%, primarily resulting from the wells acquired in the Titus Acquisition and the Novo Acquisition, partially offset by natural declines in our other wells.

Lease operating expense (“LOE”)

LOE increased by $25.3 million, or 33%, for the three months ended September 30, 2023 relative to the comparable period in 2022, due to a $24.4 million increase resulting from the LOE of the properties acquired in the Titus Acquisition and the Novo Acquisition and a $0.9 million increase resulting from new wells coming online and inflationary factors experienced in the current year period.

Production and ad valorem taxes

Production and ad valorem taxes for the three months ended September 30, 2023 decreased by $1.8 million, or 4%, relative to the comparable period in 2022 due to a $7.0 million decrease related to lower commodity prices, partially offset by an $5.2 million increase resulting from wells acquired in the Titus Acquisition and the Novo Acquisition.

Depreciation, depletion and amortization (“DD&A”)

DD&A for the three months ended September 30, 2023 increased by $32.2 million, or 35%, relative to the comparable period in 2022, primarily due to a $22.8 million increase in DD&A primarily resulting from production volumes from the wells acquired in the Titus Acquisition and the Novo Acquisition and a $9.3 million increase resulting from new wells coming online.

General and administrative expense (“G&A”)

G&A for the three months ended September 30, 2023 increased by $12.3 million, or 87%, relative to the comparable period in 2022, primarily due to an $11.2 million increase in stock-based compensation expense, a $0.7 million increase in payroll and employee costs associated with increased headcount and a $0.4 million increase primarily due to higher professional fees resulting from overall increased acquisition and operating activities.

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Exploration expense

During the three months ended September 30, 2023, we incurred $0.5 million in expenses associated with a well that was plugged and abandoned due to mechanical failure. No such expenses were incurred during the three months ended September 30, 2022.

Gain on sale of oil and gas properties

During the three months ended September 30, 2023, we sold certain non-core properties for approximately $1.3 million in cash, resulting in net gains of approximately $1.3 million. During the three months ended September 30, 2022, we sold certain non-core properties for approximately $26.2 million in cash, resulting in net gains of approximately $14.8 million. See Note 5. Acquisitions and Divestitures in the Notes to Unaudited Condensed Consolidated Financial Statements.

Interest expense, net

Interest expense increased from $21.0 million for the three months ended September 30, 2022 to $34.2 million for the three months ended September 30, 2023, due to higher average borrowings outstanding compared to the prior year period primarily resulting from borrowings related to the issuance of $500 million of 9.875% Senior Notes in June 2023. See Note 10. Long-Term Debt in the Notes to Unaudited Condensed Consolidated Financial Statements.

Loss on derivative contracts, net

For the three months ended September 30, 2023, we recorded a net loss on derivative contracts of $45.0 million, consisting of unrealized mark-to-market losses of $23.0 million related to our commodity hedges and net realized losses on settlements of our commodity hedges of $22.0 million. For the three months ended September 30, 2022, we recorded a net gain on derivative contracts of $60.3 million, consisting of unrealized mark-to-market gains of $119.2 million related to our commodity hedges along with net realized losses on settlements of our commodity hedges of $58.9 million.

Income tax expense

During the three months ended September 30, 2023, we recorded income tax expense of approximately $18.9 million comprised of (1) deferred federal income tax expense for Earthstone of $16.3 million resulting from its share of the distributable income from EEH, (2) a deferred federal income tax expense for Lynden US of $1.0 million as a result of its share of the distributable income from EEH and (3) income tax expense of $1.6 million related to both current and deferred state income taxes. Lynden Corp incurred no material income or loss, or related income tax expense or benefit, for the three months ended September 30, 2023.

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Results of Operations

Nine Months Ended September 30, 2023, compared to the Nine Months Ended September 30, 2022


	Nine Months Ended September 30,
	2023		2022		Change
Sales volumes:
Oil (MBbl)	12,602		7,569		66	%
Natural gas (MMcf)	55,551		36,567		52	%
Natural gas liquids (MBbl)	7,900		5,229		51	%
Barrels of oil equivalent (MBoe)	29,761		18,892		58	%
Average Daily Production (Boepd)	109,016		69,203		58	%

Average prices:
Oil (per Bbl)	$	77.68	$	99.93	(22)	%
Natural gas (per Mcf)	$	1.62	$	6.37	(75)	%
Natural gas liquids (per Bbl)	$	24.06	$	40.31	(40)	%

Average prices adjusted for realized derivatives settlements:
Oil ($/Bbl)	$	76.38	$	83.44	(8)	%
Natural gas ($/Mcf)	$	1.38	$	5.15	(73)	%
Natural gas liquids ($/Bbl)	$	24.06	$	40.31	(40)	%

(In thousands)
Oil revenues	$	978,949	$	756,420	29	%
Natural gas revenues	$	89,942	$	233,020	(61)	%
Natural gas liquids revenues	$	190,069	$	210,756	(10)	%

Lease operating expense	$	276,736	$	147,974	87	%
Production and ad valorem taxes	$	103,377	$	87,729	18	%

Impairment expense	$	854	$	—	NM
Depreciation, depletion and amortization	$	343,799	$	191,669	79	%

General and administrative expense (excluding stock-based compensation)	$	37,102	$	25,459	46	%
Stock-based compensation - equity and liability awards	$	26,977	$	15,112	79	%
General and administrative expense	$	64,079	$	40,571	58	%

Transaction costs	$	1,904	$	12,118	(84)	%
Exploration expense	$	7,036	$	2,340	NM
Gain on sale of oil and gas properties	$	47,404	$	14,803	NM
Interest expense, net	$	(79,180)	$	(42,931)	84	%
Write-off of deferred financing costs	$	(5,109)	$	—	NM

Unrealized (loss) gain on derivative contracts	$	(82,326)	$	28,607	(388)	%
Realized loss on derivative contracts	$	(29,494)	$	(169,708)	(83)	%
Loss on derivative contracts, net	$	(111,820)	$	(141,101)	(21)	%


Income tax expense	$	(55,584)	$	(81,673)	(32)	%

NM – Not Meaningful

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Oil revenues

For the nine months ended September 30, 2023, oil revenues increased by $222.5 million, or 29%, relative to the comparable period in 2022. Of the increase, $391.0 million was attributable to an increase in volume, partially offset by $168.5 million attributable to a decrease in our realized prices. Our average realized price per Bbl decreased from $99.93 for the nine months ended September 30, 2022 to $77.68, or 22%, for the nine months ended September 30, 2023. Additionally, we had a net increase in the volume of oil sold of 5,033 MBbls, or 66%, primarily resulting from the wells acquired in the Acquisitions, partially offset by natural declines in our other wells.

Natural gas revenues

For the nine months ended September 30, 2023, natural gas revenues decreased by $143.1 million, or 61%, relative to the comparable period in 2022. Of the decrease, $173.8 million was attributable to a decrease in realized prices, partially offset by $30.7 million due to increased sales volume. Our average realized price per Mcf decreased 75% from $6.37 for the nine months ended September 30, 2022 to $1.62 for the nine months ended September 30, 2023. The total volume of natural gas sold increased 18,984 MMcf, or 52%, primarily resulting from the wells acquired in the Acquisitions, partially offset by natural declines in our other wells.

Natural gas liquids revenues

For the nine months ended September 30, 2023, natural gas liquids revenues decreased by $20.7 million, or 10%, relative to the comparable period in 2022. Of the decrease, $64.3 million was attributable to increased volume, partially offset by $85.0 million attributable to a decrease in our realized prices. Our average realized price per Bbl decreased 40% from $40.31 for the nine months ended September 30, 2022 to $24.06 for the nine months ended September 30, 2023. The volume of natural gas liquids sold increased by 2,671 MBbls, or 51%, primarily resulting from the wells acquired in the Acquisitions, partially offset by natural declines in our other wells.

Lease operating expense (“LOE”)

LOE increased by $128.8 million, or 87%, for the nine months ended September 30, 2023 relative to the comparable period in 2022, due to a $80.1 million increase resulting from the LOE of the properties acquired in the Acquisitions and a $48.7 million increase resulting from both higher production volumes from new wells coming online and inflationary factors experienced in the current year period.

Production and ad valorem taxes

Production and ad valorem taxes for the nine months ended September 30, 2023 increased by $15.6 million, or 18%, relative to the comparable period in 2022 due to a $29.4 million increase resulting from the properties acquired in the Acquisitions, partially offset by a $13.8 million decrease related to our other wells resulting from lower commodity prices.

Impairment expense

During the nine months ended September 30, 2023, we recorded non-cash impairment charges of $0.9 million to our oil and natural gas properties due to acreage expirations in our non-core operating areas. No impairments were recorded to our oil and natural gas properties during the nine months ended September 30, 2022.

Depreciation, depletion and amortization (“DD&A”)

DD&A for the nine months ended September 30, 2023 increased by $152.1 million, or 79%, relative to the comparable period in 2022 primarily due to a $98.2 million increase in DD&A related to the assets acquired in the Acquisitions and a $53.9 million increase in DD&A driven by higher production volumes and increased depletable costs related to the development of our properties.

General and administrative expense (“G&A”)

G&A for the nine months ended September 30, 2023 increased by $23.5 million, or 58%, relative to the comparable period in 2022, primarily due to an $11.9 million increase in stock-based compensation, a $7.7 million increase in payroll and employee costs associated with increased headcount and a $3.9 million increase related to professional fees due to overall increased acquisition and operating activities.

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Transaction Costs

For the nine months ended September 30, 2023, transaction costs decreased by $10.2 million primarily due to legal and professional fees associated with the Chisholm Acquisition in the prior year period.

Exploration expense

During the nine months ended September 30, 2023, we incurred $7.0 million in expenses primarily associated with a well that was plugged and abandoned due to mechanical failure. No material Exploration expense was incurred during the nine months ended September 30, 2022.

Gain on sale of oil and gas properties, net

During the nine months ended September 30, 2023, we sold certain non-core properties for approximately $57.4 million in cash, resulting in net gains of approximately $47.4 million. During the nine months ended September 30, 2022, we sold certain non-core properties for approximately $26.2 million in cash, resulting in net gains of approximately $14.8 million. See Note 5. Acquisitions and Divestitures in the Notes to Unaudited Condensed Consolidated Financial Statements.

Interest expense, net

Interest expense increased from $42.9 million for the nine months ended September 30, 2022 to $79.2 million for the nine months ended September 30, 2023, due to higher average borrowings outstanding compared to the prior year period primarily resulting from borrowings related to the Acquisitions resulting from the issuance of $550 million of 8.000% Senior Notes issued in April 2022, the issuance of $500 million of 9.875% Senior Notes in June 2023 and higher interest rates on borrowings under the Credit Agreement. See Note 10. Long-Term Debt in the Notes to Unaudited Condensed Consolidated Financial Statements.

Write-off of deferred financing costs

On March 30, 2023, we settled the $250.0 million term loan tranche of borrowings under the Credit Agreement through an elected revolving commitment and $5.1 million of remaining unamortized deferred financing costs were written off.

Loss on derivative contracts, net

For the nine months ended September 30, 2023, we recorded a net loss on derivative contracts of $111.8 million, consisting of unrealized mark-to-market losses of $82.3 million related to our commodity hedges, along with net realized losses on settlements of our commodity hedges of $29.5 million. For the nine months ended September 30, 2022, we recorded a net loss on derivative contracts of $141.1 million, consisting of unrealized mark-to-market gains of $28.6 million related to our commodity hedges, along with net realized losses on settlements of our commodity hedges of $169.7 million.

Income tax expense

During the nine months ended September 30, 2023, we recorded income tax expense of approximately $55.6 million comprised of (1) deferred federal income tax expense for Earthstone of $47.3 million resulting from its share of the distributable income from EEH, (2) a deferred federal income tax expense for Lynden US of $2.8 million as a result of its share of the distributable income from EEH and (3) income tax expense of $5.5 million related to both current and deferred state income taxes. Lynden Corp incurred no material income or loss, or related income tax expense or benefit, for the nine months ended September 30, 2023.

Liquidity and Capital Resources

Sources and Uses of Cash

Although we expect cash flows from operations and capacity under our Credit Agreement to be sufficient to fund our expected 2023 capital program and to service our debt obligations, we may also elect to raise funds through new debt or equity offerings or from other sources of financing. All of our sources of liquidity can be affected by the general conditions of the broader economy, force majeure events, challenging environmental regulations and fluctuations in commodity prices, operating costs and volumes produced, all of which affect us and our industry. We have no control over market prices for natural gas, NGLs or oil, although we may be able to influence the amount of realized revenues through the use of derivative contracts as part of our commodity price risk management.

We believe we will have sufficient liquidity with cash flows from operations and borrowings under our Credit Agreement to meet our capital requirements for the next 12 months.

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Working Capital

Working capital (presented below) was a deficit of $307.7 million as of September 30, 2023. Of the $307.7 million working capital deficit, $60.1 million relates to the working capital acquired, as well as activity through September 30, 2023, related to the Novo Acquisition and $48.8 million relates to our derivative contracts expected to settle in the next 12 months (subsequent to September 30, 2023) resulting from increased oil price futures as of September 30, 2023. However, commodity hedges are settled in proximity of the receipt of the revenues to which they relate. Additionally, we are hedged at less than 100% of our production. As such, our commodity hedges are expected to settle at an amount less than the additional revenues received as a result of increased commodity prices. When the changes related to the Novo Acquisition and commodity hedges are removed, the remaining working capital deficit of $198.7 million is $0.85 billion less than our available borrowings as of September 30, 2023 of $1.05 billion. The components of working capital are presented below:


	September 30,		December 31,
(In thousands)	2023		2022
Current assets:
Cash and cash equivalents	$	16,592	$	—
Accounts receivable:
Oil, natural gas, and natural gas liquids revenues	177,353		161,531
Joint interest billings and other, net of allowance of $19 and $19 at September 30, 2023 and December 31, 2022, respectively	32,574		34,549
Derivative asset	1,542		31,331
Prepaid expenses and other current assets	40,323		18,854
Total current assets	268,384		246,265

Current liabilities:
Accounts payable	$	61,995	$	91,815
Revenues and royalties payable	209,589		163,368
Accrued expenses	221,366		80,942

Asset retirement obligation	415		948
Derivative liability	50,369		14,053
Advances	6,338		7,312
Operating lease liabilities	923		842
Finance lease liabilities	1,359		802
Other current liabilities	23,689		16,202
Total current liabilities	576,043		376,284

Working Capital	$	(307,659)	$	(130,019)

Cash Flows from Operating Activities

Cash flows provided by operating activities for the nine months ended September 30, 2023 increased to $761.9 million compared to $703.2 million for the nine months ended September 30, 2022, primarily due to the impact of oil and natural gas property acquisitions and the timing of payments and receipts partially offset by the cash settlement of derivative contracts compared to the prior year period.

Cash Flows from Investing Activities

Cash flows used in investing activities of $1,390.4 million for the nine months ended September 30, 2023 consisted of $927.1 million primarily related to the Novo Acquisition and $517.6 million related to the execution of our 2023 drilling program, partially offset by $57.4 million in proceeds related to the divestiture of certain non-core properties.

Cash Flows from Financing Activities

Cash flows used in financing activities for the nine months ended September 30, 2023 decreased to $645.1 million from $1.112 billion primarily resulting from lower acquisition financing activities and higher cash provided by operating activities.

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Capital Expenditures

Our accrual basis capital expenditures for the three and nine months ended September 30, 2023 were as follows (in thousands):


	Three Months Ended September 30, 2023		Nine Months Ended September 30, 2023
Drilling and completions	$	186,078	$	561,164
Leasehold costs	5,633		7,259
Total capital expenditures	$	191,711	$	568,423

Hedging Activities

The following table sets forth our outstanding derivative contracts at September 30, 2023. When aggregating multiple contracts, the weighted average contract price is disclosed.


	Price Swaps
Period	Commodity	Volume (Bbls / MMBtu)	Weighted Average Price ($/Bbl / $/MMBtu)
Q4 2023	Crude Oil	653,200	$74.25
Q1 - Q4 2024	Crude Oil	1,719,600	$76.28
Q4 2023	Crude Oil Basis Swap (1)	2,346,000	$0.92

Q4 2023	Natural Gas	1,150,000	$3.35

Q4 2023	Natural Gas Basis Swap (2)	12,880,000	$(1.67)
Q1 - Q4 2024	Natural Gas Basis Swap (2)	36,600,000	$(1.05)
Q1 - Q4 2025	Natural Gas Basis Swap (2)	14,600,000	$(0.74)

(1)The basis differential price is between WTI Midland Crude and the WTI NYMEX.

(2)The basis differential price is between W. Texas (WAHA) and the Henry Hub NYMEX.


	Costless Collars
Period	Commodity	Volume (Bbls / MMBtu)	Bought Floor ($/Bbl / $/MMBtu)	Sold Ceiling ($/Bbl / $/MMBtu)
Q4 2023	Crude Oil Costless Collar	1,122,400	$62.58	$84.84
Q1 - Q4 2024	Crude Oil Costless Collar	732,000	$60.00	$76.01
Q4 2023	Natural Gas Costless Collar	7,090,400	$3.00	$4.91
Q1 - Q4 2024	Natural Gas Costless Collar	14,640,000	$2.56	$4.51

Premium Puts

Period

Commodity

Volume
(Bbls / MMBtu)

$/Bbl (Put Price)

$/Bbl (Net of Premium)

Q4 2023

Crude Oil

395,600

$70.00

$64.54

Q1 - Q4 2024

Crude Oil

915,000

$65.00

$60.04

Obligations and Commitments

There have been no material changes from the obligations and commitments disclosed in the Obligations and Commitments section of Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2022 Annual Report on Form 10-K other than those described in Note 13. Commitments and Contingencies in the Notes to Unaudited Condensed Consolidated Financial Statements.

Environmental Regulations

Our operations are subject to risks normally associated with the drilling 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 us to liabilities associated with these risks.

In our acquisition of existing or previously drilled well bores, we 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.

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However, should it be determined that a liability exists with respect to any environmental cleanup or restoration, the liability to cure or remediate such a violation could still accrue to us or our existing insurance may not be adequate to insure against such liabilities. No claim has been made, nor are we aware of any liability which we may have, as it relates to any environmental cleanup, restoration, or the violation of any rules or regulations relating thereto.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risks associated with interest rate risks, commodity price risk and credit risk. We have established risk management processes to monitor and manage these market risks.

Commodity Price Risk, Derivative Instruments and Hedging Activity

We are exposed to various risks including energy commodity price risk. When oil, natural gas and natural gas liquid prices decline significantly our ability to finance our capital budget and operations may be adversely impacted. We expect energy prices to remain volatile and unpredictable. Our hedging activities consist of derivative instruments entered into in order to hedge against changes in oil and natural gas prices through the use of fixed price swaps, basis swaps, costless collars and deferred premium put options. Swaps exchange floating price risk in the future for a fixed price at the time of the hedge. Costless collars set both a maximum (sold ceiling) and a minimum (bought floor) future price. A deferred premium put option represents a bought floor except, unlike a standard put option, the premium is not paid until the expiration of the option.

We have entered into a series of derivative instruments to hedge a portion of its expected oil and natural gas production through December 31, 2024 and maintain certain natural gas basis swaps through December 31, 2025. Typically, these derivative instruments require payments to (receipts from) counterparties based on specific indices as required by the derivative agreements. Although not risk free, we believe these instruments reduce our exposure to oil and natural gas price fluctuations and, thereby, allow us to achieve a more predictable cash flow.

The following is a summary of our open oil and natural gas derivative contracts as of September 30, 2023:


	Price Swaps
Period	Commodity	Volume (Bbls / MMBtu)	Weighted Average Price ($/Bbl / $/MMBtu)
Q4 2023	Crude Oil	653,200	$74.25
Q1 - Q4 2024	Crude Oil	1,719,600	$76.28
Q4 2023	Crude Oil Basis Swap (1)	2,346,000	$0.92

Q4 2023	Natural Gas	1,150,000	$3.35

Q4 2023	Natural Gas Basis Swap (2)	12,880,000	$(1.67)
Q1 - Q4 2024	Natural Gas Basis Swap (2)	36,600,000	$(1.05)
Q1 - Q4 2025	Natural Gas Basis Swap (2)	14,600,000	$(0.74)

(1)The basis differential price is between WTI Midland Crude and the WTI NYMEX.

(2)The basis differential price is between W. Texas (WAHA) and the Henry Hub NYMEX.


	Costless Collars
Period	Commodity	Volume (Bbls / MMBtu)	Bought Floor ($/Bbl / $/MMBtu)	Sold Ceiling ($/Bbl / $/MMBtu)
Q4 2023	Crude Oil Costless Collar	1,122,400	$62.58	$84.84
Q1 - Q4 2024	Crude Oil Costless Collar	732,000	$60.00	$76.01
Q4 2023	Natural Gas Costless Collar	7,090,400	$3.00	$4.91
Q1 - Q4 2024	Natural Gas Costless Collar	14,640,000	$2.56	$4.51

Premium Puts

Period

Commodity

Volume
(Bbls / MMBtu)

$/Bbl (Put Price)

$/Bbl (Net of Premium)

Q4 2023

Crude Oil

395,600

$70.00

$64.54

Q1 - Q4 2024

Crude Oil

915,000

$65.00

$60.04

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Changes in fair value of commodity derivative instruments are reported in earnings in the period in which they occur. Our open commodity derivative instruments were in a net liability position with a fair value of $55.9 million at September 30, 2023. Based on the published commodity futures price curves for the underlying commodity as of September 30, 2023, a 10% increase in per unit commodity prices would cause the total fair value of our commodity derivative financial instruments to decrease by approximately $16.1 million to an overall net liability position of $39.8 million. A 10% decrease in per unit commodity prices would cause the total fair value of our commodity derivative financial instruments to increase by approximately $16.1 million to an overall net liability position of $72.0 million. There would also be a similar increase or decrease in loss on derivative contracts, net in the Condensed Consolidated Statements of Operations.

Interest Rate Sensitivity

From time to time, we are also exposed to market risk related to adverse changes in interest rates. Our interest rate risk exposure results primarily from fluctuations in short-term rates, which are based on SOFR and the prime rate and may result in reductions of earnings or cash flows due to increases in the interest rates we pay on these obligations.

At September 30, 2023, the outstanding borrowings under the Credit Agreement were $700.4 million bearing interest at rates described in Note 10. Long-Term Debt in the Notes to Unaudited Condensed Consolidated Financial Statements. Fluctuations in interest rates will cause our interest costs to fluctuate. At September 30, 2023, the weighted average interest rate on borrowings under the Credit Agreement was 7.979% per year. If borrowings were to remain constant, a 10% change in interest rates would impact our future cash flows by approximately $5.6 million per year.

Disclosure of Limitations

Because the information above included only those exposures that existed at September 30, 2023, it does not consider those exposures or positions which could arise after that date. As a result, our ultimate realized gain or loss with respect to commodity price fluctuations and interest expense incurred with respect to interest rate fluctuations will depend on the exposures that arise during future periods.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

In accordance with Securities Exchange Act of 1934, as amended (the "Exchange Act"), Rules 13a-15(e) and 15d-15(e), we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and our Principal Accounting Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Principal Accounting Officer concluded that our disclosure controls and procedures were effective as of September 30, 2023 to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Our disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Principal Accounting Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may be involved in various legal proceedings and claims in the ordinary course of business. The Company’s threshold for disclosing material environmental legal proceedings involving a governmental authority where potential monetary sanctions are involved is $1 million. As of September 30, 2023, and through the filing date of this report, we do not believe the ultimate resolution of any such actions or potential actions of which we are currently aware will have a material effect on our consolidated financial position or results of operations.

See Note 13. Commitments and Contingencies in the Notes to Unaudited Condensed Consolidated Financial Statements under Part I, Item 1 of this report, which is incorporated herein by reference.

Item 1A. Risk Factors

Due to our proposed Merger with PR, there have been material additions to the risk factors included under Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2022 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2023. For a complete discussion of the Company’s risk factors, refer to the risk factors included under Item 1A, Risk Factors, of our Annual Report on Form 10-K for the year ended December 31, 2022, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, and the following risk factors:

We will be subject to business uncertainties while the Mergers are pending, which could adversely affect our businesses.

Uncertainty about the effect of the Mergers on our officers, employees and those that do business with us may have an adverse effect to the Company. These uncertainties may impair our ability to retain and motivate key personnel until the Mergers are completed and for a period of time thereafter, and could cause those that transact with us to consider changing their existing business relationships with us. Employee retention at the Company may be challenging during the pendency of the Mergers, as employees may experience uncertainty about their roles.

In addition, the Merger Agreement restricts us from entering into certain corporate transactions, entering into certain material contracts, making certain changes to our capital budget, incurring certain indebtedness and taking other specified actions without the consent of PR, and generally requires us to continue our operations in the ordinary course of business during the pendency of the Mergers. These restrictions may prevent us from pursuing what may be advantageous business opportunities or adjusting our capital expenditure plan prior to the completion of the Mergers.

Because the exchange ratio in the Merger Agreement is fixed and because the market price of PR Class A Common Stock will fluctuate prior to the completion of the Merger, our stockholders cannot be sure of the market value of the PR Class A Common Stock they will receive as consideration in the Initial Company Merger.

Under the terms of the Merger Agreement, if the Initial Company Merger is completed, at the effective time of the Initial Company Merger, holders of Class A Common Stock will receive consideration consisting of 1.446 shares of PR Class A Common Stock for each share of Class A Common Stock. The Exchange Ratio is fixed, and under the Merger Agreement there will be no adjustment to the Merger Consideration for changes in the market price of PR Class A Common Stock or Class A Common Stock prior to the completion of the Initial Company Merger.

If the Initial Company Merger is completed, there will be a lapse of time between the date on which the Merger Agreement was signed and the date on which our stockholders who are entitled to receive the Merger Consideration actually receive the Merger Consideration. The respective market values of PR Class A Common Stock and Class A Common Stock have fluctuated and may continue to fluctuate during this period as a result of a variety of factors, including general market and economic conditions, changes in each company’s business, operations and prospects, commodity prices, regulatory considerations, and the market’s assessment of PR’s business and the perceived advantages of the Mergers. Such factors are difficult to predict and in most cases are beyond the control of PR and us. The actual value of the Merger Consideration to be received by our stockholders at the completion of the Initial Company Merger will depend on the market value of PR Class A Common Stock at that time. This market value may differ, possibly materially, from the market value of PR Class A Common Stock at the time the Merger Agreement was entered into and at any other time.

The Merger Agreement subjects us to restrictions on our business activities prior to the Initial Company Merger Effective Time.

The Merger Agreement subjects us to restrictions on our business activities prior to the Initial Company Merger Effective Time. The Merger Agreement obligates us to generally use reasonable best efforts to conduct our business in the ordinary course, including by using reasonable best efforts to preserve substantially intact our present business organization, goodwill and assets and preserve our existing relationships with our significant customers, suppliers, governmental regulators and others having

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significant dealings with us. These restrictions could prevent us from pursuing certain business opportunities that arise prior to the Initial Company Merger Effective Time and are outside the ordinary course of business.

The Merger Agreement limits our ability to pursue alternatives to the Mergers.

The Merger Agreement contains provisions that may discourage third parties from submitting competing proposals that might result in greater value to our stockholders than the Mergers, or may preclude in a potential competing acquirer of the Company proposing to propose a lower per share price to acquire us than it might otherwise have proposed to pay. These provisions include a general prohibition on us from soliciting or, subject to certain exceptions relating to the exercise of fiduciary duties by our Board, entering into discussions with any third party regarding any competing proposal or offer for a competing transaction.

Shares of PR Common Stock received by our stockholders as a result of the Mergers will have different rights from shares of our Common Stock.

Upon completion of the Mergers, our stockholders will no longer be stockholders of Earthstone, and our stockholders who receive the Merger Consideration will become PR stockholders, and their rights as PR stockholders will be governed by the terms of PR’s charter and bylaws. There are differences between the current rights of our stockholders and the rights to which such stockholders will be entitled as PR stockholders.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sale of Equity Securities

We sold no unregistered equity securities during the nine months ended September 30, 2023.

Repurchase of Equity Securities

The following table sets forth information regarding our acquisition of shares of Class A Common Stock for the periods presented:


	Total Number of Shares Purchased (1)	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plan or Programs
July 2023	—	$	—	—	—
August 2023	—	—		—	—
September 2023	48,870	$	20.24	—	—

(1)All of the shares were surrendered by employees (via net settlement) in satisfaction of tax obligations upon the vesting of restricted stock unit awards and performance unit awards. The acquisition of the surrendered shares was not part of a publicly announced program to repurchase shares of our Class A Common Stock.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information.

During the quarter ended September 30, 2023, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).

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Item 6. Exhibits

Exhibit No.

Description

Filed Herewith

Furnished Herewith

2.1

Agreement and Plan of Merger, dated as of August 21, 2023, among Permian Resources Corporation, Smits Merger Sub I Inc., Smits Merger Sub II LLC, Permian Resources Operating, LLC, Earthstone Energy, Inc. and Earthstone Energy Holdings, LLC (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Registrant with the SEC on August 22, 2023).

31.1

Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act

31.2

Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act

32.1

Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act

32.2

Certification of the Executive Vice President - Accounting and Administration pursuant to Section 906 of the Sarbanes-Oxley Act

101

Interactive Data Files (formatted as Inline XBRL).

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

EARTHSTONE ENERGY, INC.

Date:

October 31, 2023

By:

/s/ Tony Oviedo

Tony Oviedo

Executive Vice President – Accounting and Administration