Exhibit 99.2
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
On August 21, 2023, Permian Resources Corporation (Permian Resources or the Company) and Earthstone Energy, Inc. (Earthstone) announced that they have entered into a merger agreement pursuant to which Permian Resources will acquire Earthstone (the Merger). The Merger is expected to close prior to December 31, 2023, subject to customary closing conditions, regulatory approvals and shareholder approvals.
If the Merger is completed, (i) each share of Earthstone Class A common stock will be converted into the right to receive 1.446 (the Exchange Ratio) shares of Permian Resources Class A common stock, (ii) each share of Earthstone Class B common stock will be converted into the right to receive 1.446 shares of Permian Resources Class C common stock, (iii) each common unit of Earthstone Energy Holdings, LLC, a subsidiary of Earthstone (Earthstone OpCo) representing limited liability company membership interests in Earthstone OpCo (the Earthstone OpCo Units) will be converted into the right to receive a number of common units representing limited liability company interests in Permian Resources Operating, LLC, a subsidiary of Permian Resources (Permian Resources OpCo and such units the Permian Resources OpCo Units), equal to the Exchange Ratio, and (iv) all existing shares of Permian Resources common stock will remain outstanding.
The following unaudited pro forma combined financial statements of the Company (which we refer to as the pro forma combined financial statements) have been prepared from the respective historical consolidated financial statements of Permian Resources and Earthstone and have been adjusted to reflect (i) the completion of the Merger, (ii) Earthstones completion of the Novo Transactions on August 15, 2023 (defined in Note 5 below and collectively referred to in these pro forma combined financial statements as, Earthstones Novo Transactions) and (iii) Permian Resources completion of its acquisition of Colgate Energy Partners III, LLC (Colgate) on August 31, 2022 (the Colgate Merger and collectively referred to in these pro forma combined financial statements as, the Transactions). The unaudited pro forma combined balance sheet as of June 30, 2023, gives effect to the Merger and Earthstones Novo Transactions as if they had been completed on June 30, 2023. The unaudited pro forma combined statements of operations for the year ended December 31, 2022, and the six months ended June 30, 2023, give effect to the Transactions as if they had been completed on January 1, 2022.
The Merger will be accounted for as a business combination using the acquisition method of accounting, with Permian Resources as the accounting acquirer. The pro forma combined financial statements have been prepared to reflect transaction accounting adjustments to Permian Resources historical financial information that management believes are factually supportable and that are expected to have a continuing impact on results of operations, with the exception of certain nonrecurring items incurred in connection with the Merger.
The pro forma merger consideration and purchase price allocation are preliminary and are based upon estimates of the fair market values of the assets and liabilities of Earthstone as of June 30, 2023, utilizing currently available information. Assumptions and estimates underlying the pro forma adjustments, preliminary merger consideration and preliminary purchase price allocations are described in the accompanying notes, which should be read in conjunction with the pro forma combined financial statements.
As of the date of this filing, the Company has not completed the necessary valuations of the Merger in order to arrive at the required final estimates of the fair value and the related allocations of purchase price, nor has it identified all adjustments necessary to conform Earthstones accounting policies to those of the Company. A final determination of the fair value of Earthstones assets and liabilities will be based on those that exist as of the closing date, and therefore, cannot be made prior to the completion of the Merger. In addition, the value of the shares to be distributed upon closing of the Merger will be determined based on the market price of the Permian Resources Class A common stock on the closing date. The pro forma adjustments are preliminary and are subject to change as additional information becomes available and as additional analysis is performed. The final purchase price allocation and merger consideration will be performed subsequent to closing and may be materially different than that reflected herein.
The pro forma combined financial statements and related notes are presented to reflect the Transactions for illustrative purposes only. If the Transactions had occurred in the past, the operating results might have been materially different from those presented in the pro forma combined financial statements. The pro forma combined statements of operations should not be relied upon as an indication of operating results that would have been achieved if the Transactions contemplated herein had taken place on the specified date. In addition, future results may vary significantly from the results reflected in the pro forma combined statements of operations and should not be relied on as an indication of the future results of the combined company following the Transactions. The pro forma combined financial statements do not reflect projected synergies including the benefits of expected cost savings (or associated costs to achieve such savings), opportunities to earn additional revenue or other factors that may result after the Merger and, accordingly, do not attempt to predict or suggest future results.
PERMIAN RESOURCES CORPORATION
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
As of June 30, 2023, (in thousands)
| Historical | Earthstones Novo Transactions |
Transaction Accounting Adjustments |
Pro forma Combined |
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| Permian Resources |
Earthstone | |||||||||||||||||||||
| ASSETS |
(a) | (b) | ||||||||||||||||||||
| Current assets |
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| Cash and cash equivalents |
$ | 18,280 | $ | 49,500 | $ | 487,660 | $ | (468,436 | ) | (c) | $ | 87,004 | ||||||||||
| Accounts receivable, net |
309,624 | 135,632 | 56,429 | | 501,685 | |||||||||||||||||
| Derivative instruments |
87,737 | 7,106 | | | 94,843 | |||||||||||||||||
| Prepaid and other current assets |
10,396 | 19,658 | 88 | | 30,142 | |||||||||||||||||
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| Total current assets |
426,037 | 211,896 | 544,177 | (468,436 | ) | 713,674 | ||||||||||||||||
| Property and Equipment |
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| Oil and natural gas properties, successful efforts method |
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| Unproved properties |
1,415,969 | 280,221 | 34,894 | 300,695 | (d) | 2,031,779 | ||||||||||||||||
| Proved properties |
9,691,058 | 4,348,453 | 733,192 | (646,750 | ) | (d) | 14,125,953 | |||||||||||||||
| Accumulated depreciation, depletion and amortization |
(2,811,580 | ) | (832,886 | ) | (281,322 | ) | 1,114,208 | (d) | (2,811,580 | ) | ||||||||||||
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| Total oil and natural gas properties, net |
8,295,447 | 3,795,788 | 486,764 | 768,153 | 13,346,152 | |||||||||||||||||
| Other property and equipment, net |
38,731 | 11,552 | 14 | | 50,297 | |||||||||||||||||
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| Total property and equipment, net |
8,334,178 | 3,807,340 | 486,778 | 768,153 | 13,396,449 | |||||||||||||||||
| Noncurrent assets |
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| Operating lease right-of-use assets |
62,049 | 6,573 | | | 68,622 | |||||||||||||||||
| Other noncurrent assets |
104,061 | 94,632 | | (75,000 | ) | (c) | 107,304 | |||||||||||||||
| (16,389 | ) | (d) | ||||||||||||||||||||
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| TOTAL ASSETS |
$ | 8,926,325 | $ | 4,120,441 | $ | 1,030,955 | $ | 208,328 | $ | 14,286,049 | ||||||||||||
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| LIABILITIES AND EQUITY |
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| Current liabilities |
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| Accounts payable and accrued expenses |
$ | 661,748 | $ | 322,405 | $ | 89,418 | $ | 84,500 | (e) | $ | 1,158,071 | |||||||||||
| Operating lease liabilities |
36,160 | 906 | | | 37,066 | |||||||||||||||||
| Derivative Instruments |
354 | 31,702 | | | 32,056 | |||||||||||||||||
| Other current liabilities |
24,462 | 26,867 | 2,333 | (12,722 | ) | (f) | 40,940 | |||||||||||||||
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| Total current liabilities |
722,724 | 381,880 | 91,751 | 71,778 | 1,268,133 | |||||||||||||||||
| Noncurrent liabilities |
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| Long-term debt, net |
2,060,070 | 1,021,555 | | 861,873 | (c) | 3,949,929 | ||||||||||||||||
| 6,431 | (d) | |||||||||||||||||||||
| Asset retirement obligations |
44,546 | 30,555 | 2,856 | 26,634 | (d) | 104,591 | ||||||||||||||||
| Deferred income taxes |
78,685 | 174,565 | | 18,477 | (d) | 271,727 | ||||||||||||||||
| Operating lease liabilities |
27,894 | 3,524 | | | 31,418 | |||||||||||||||||
| Other noncurrent liabilities |
66,396 | 16,535 | 21,194 | (2,179 | ) | (f) | 101,946 | |||||||||||||||
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| Total liabilities |
3,000,315 | 1,628,614 | 115,801 | 983,014 | 5,727,744 | |||||||||||||||||
| Shareholders equity |
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| Common stock |
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| Class A |
33 | 106 | | (106 | ) | (d) | 49 | |||||||||||||||
| 16 | (g) | |||||||||||||||||||||
| Class C |
24 | | | 5 | (g) | 29 | ||||||||||||||||
| Class B |
| 34 | | (34 | ) | (d) | | |||||||||||||||
| Members equity |
| | 915,154 | (915,154 | ) | (d) | | |||||||||||||||
| Additional paid-in capital |
2,944,785 | 1,345,657 | | (1,345,657 | ) | (d) | 5,030,540 | |||||||||||||||
| 2,085,755 | (g) | |||||||||||||||||||||
| Retained earnings (accumulated deficit) |
363,881 | 411,301 | | (411,301 | ) | (d) | 279,381 | |||||||||||||||
| (84,500 | ) | (e) | ||||||||||||||||||||
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| Total shareholders equity |
3,308,723 | 1,757,098 | 915,154 | (670,976 | ) | 5,309,999 | ||||||||||||||||
| Noncontrolling interest |
2,617,287 | 734,729 | | (734,729 | ) | (d) | 3,248,306 | |||||||||||||||
| 631,019 | (g) | |||||||||||||||||||||
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| Total equity |
5,926,010 | 2,491,827 | 915,154 | (774,686 | ) | 8,558,305 | ||||||||||||||||
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| TOTAL LIABILITIES AND EQUITY |
$ | 8,926,325 | $ | 4,120,441 | $ | 1,030,955 | $ | 208,328 | $ | 14,286,049 | ||||||||||||
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The accompanying notes are an integral part of the pro forma combined financial statements.
PERMIAN RESOURCES CORPORATION
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
For the Six Months Ended June 30, 2023
(in thousands, except per share data)
| Earthstones Novo Transactions |
Transaction Accounting Adjustments |
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| Historical | Pro forma Combined |
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| Permian Resources |
Earthstone | |||||||||||||||||||||
| Operating revenues |
(a) | (b) | ||||||||||||||||||||
| Oil and gas sales |
$ | 1,239,666 | $ | 783,144 | $ | 212,263 | $ | | $ | 2,235,073 | ||||||||||||
| Operating expenses |
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| Lease operating expenses |
157,523 | 126,422 | 33,732 | | 317,677 | |||||||||||||||||
| Severance and ad valorem taxes |
97,436 | 64,958 | 15,879 | | 178,273 | |||||||||||||||||
| Gathering, processing and transportation expenses |
37,235 | 49,158 | | | 86,393 | |||||||||||||||||
| Depreciation, depletion, and amortization |
403,945 | 222,015 | 51,669 | (52,843 | ) | (h) | 624,786 | |||||||||||||||
| General and administrative expenses |
88,210 | 37,571 | 17,241 | (12,453 | ) | (f) | 130,569 | |||||||||||||||
| Merger and integration expense |
17,649 | 401 | | (401 | ) | (i) | 17,649 | |||||||||||||||
| Impairment and abandonment expense |
489 | 854 | | | 1,343 | |||||||||||||||||
| Exploration and other expenses |
9,637 | 6,548 | | | 16,185 | |||||||||||||||||
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| Total operating expenses |
812,124 | 507,927 | 118,521 | (65,697 | ) | 1,372,875 | ||||||||||||||||
| Net gain (loss) on sale of long-lived assets |
66 | 46,114 | | (46,114 | ) | (i) | 66 | |||||||||||||||
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| Income (loss) from operations |
427,608 | 321,331 | 93,742 | 19,583 | 862,264 | |||||||||||||||||
| Other income (expense) |
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| Interest expense |
(73,603 | ) | (50,057 | ) | | (28,018 | ) | (j) | (151,678 | ) | ||||||||||||
| Net gain (loss) on derivative instruments |
75,113 | (66,773 | ) | | | 8,340 | ||||||||||||||||
| Other income (expense) |
439 | 812 | (1,766 | ) | | (515 | ) | |||||||||||||||
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| Total other income (expense) |
1,949 | (116,018 | ) | (1,766 | ) | (28,018 | ) | (143,853 | ) | |||||||||||||
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| Income (loss) before income taxes |
429,557 | 205,313 | 91,976 | (8,435 | ) | 718,411 | ||||||||||||||||
| Income tax (expense) benefit |
(60,802 | ) | (36,654 | ) | (107 | ) | 1,172 | (k) | (96,391 | ) | ||||||||||||
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| Net income (loss) |
368,755 | 168,659 | 91,869 | (7,263 | ) | 622,020 | ||||||||||||||||
| Less: Net (income) loss attributable to noncontrolling interest |
(193,236 | ) | (50,069 | ) | | (34,642 | ) | (l) | (277,947 | ) | ||||||||||||
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| Net income (loss) attributable to Class A common stock |
$ | 175,519 | $ | 118,590 | $ | 91,869 | $ | (41,905 | ) | $ | 344,073 | |||||||||||
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| Income (loss) per share of Class A common stock: |
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| Basic |
$ | 0.57 | 0.74 | |||||||||||||||||||
| Diluted |
$ | 0.52 | $ | 0.69 | ||||||||||||||||||
| Weighted average common shares outstanding: |
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| Basic |
305,593 | 162,245 | (m) | 467,838 | ||||||||||||||||||
| Diluted |
343,935 | 466,209 | (m) | 810,144 | ||||||||||||||||||
The accompanying notes are an integral part of the pro forma combined financial statements.
PERMIAN RESOURCES CORPORATION
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
For the Year Ended December 31, 2022
(in thousands, except per share data)
| Permian Resources Pro Forma |
Earthstones Novo Transactions |
Transaction Accounting Adjustments |
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| Historical | Pro forma | |||||||||||||||||||||
| Earthstone | Combined | |||||||||||||||||||||
| (n) | (a) | (b) | ||||||||||||||||||||
| Operating revenues |
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| Oil and gas sales |
$ | 3,233,675 | $ | 1,695,154 | $ | 380,860 | $ | | $ | 5,309,689 | ||||||||||||
| Operating expenses |
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| Lease operating expenses |
271,732 | 162,801 | 30,217 | | 464,750 | |||||||||||||||||
| Severance and ad valorem taxes |
235,847 | 123,054 | 27,597 | | 386,498 | |||||||||||||||||
| Gathering, processing and transportation expenses |
109,754 | 67,714 | | | 177,468 | |||||||||||||||||
| Depreciation, depletion and amortization |
618,688 | 304,465 | 65,308 | (50,317 | ) | (h) | 938,144 | |||||||||||||||
| General and administrative expenses |
200,869 | 74,175 | 7,823 | 41,153 | (f) | 324,020 | ||||||||||||||||
| Merger and integration expense |
77,424 | 8,248 | | (8,248 | ) | (i) | 161,924 | |||||||||||||||
| 84,500 | (e) | |||||||||||||||||||||
| Impairment and abandonment expense |
3,875 | | | | 3,875 | |||||||||||||||||
| Exploration and other expenses |
15,110 | 2,492 | 526 | | 18,128 | |||||||||||||||||
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| Total operating expenses |
1,533,299 | 742,949 | 131,471 | 67,088 | 2,474,807 | |||||||||||||||||
| Net gain (loss) on sale of long-lived assets |
(1,314 | ) | 13,900 | 76 | (13,976 | ) | (i) | (1,314 | ) | |||||||||||||
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| Income (loss) from operations |
1,699,062 | 966,105 | 249,465 | (81,064 | ) | 2,833,568 | ||||||||||||||||
| Other income (expense) |
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| Interest expense |
(156,855 | ) | (66,821 | ) | | (72,438 | ) | (j) | (296,114 | ) | ||||||||||||
| Net gain (loss) on derivative instruments |
(428,426 | ) | (125,107 | ) | | | (553,533 | ) | ||||||||||||||
| Other income (expense) |
619 | 856 | 2,752 | | 4,227 | |||||||||||||||||
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| Total other income (expense) |
(584,662 | ) | (191,072 | ) | 2,752 | (72,438 | ) | (845,420 | ) | |||||||||||||
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| Income (loss) before income taxes |
1,114,400 | 775,033 | 252,217 | (153,502 | ) | 1,988,148 | ||||||||||||||||
| Income tax (expense) benefit |
(112,824 | ) | (124,416 | ) | (234 | ) | 21,334 | (k) | (216,140 | ) | ||||||||||||
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| Net income (loss) |
1,001,576 | 650,617 | 251,983 | (132,168 | ) | 1,772,008 | ||||||||||||||||
| Less: Net (income) loss attributable to noncontrolling interest |
(537,990 | ) | (198,132 | ) | | (18,479 | ) | (l) | (754,601 | ) | ||||||||||||
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| Net income (loss) attributable to Class A common stock |
$ | 463,586 | $ | 452,485 | $ | 251,983 | $ | (113,689 | ) | $ | 1,017,407 | |||||||||||
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| Income (loss) per share of Class A common stock: |
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| Basic |
$ | 1.62 | $ | 2.27 | ||||||||||||||||||
| Diluted |
$ | 1.45 | $ | 1.86 | ||||||||||||||||||
| Weighted average common shares outstanding: |
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| Basic |
286,160 | 161,231 | (m) | 447,391 | ||||||||||||||||||
| Diluted |
323,579 | 506,380 | (m) | 829,959 | ||||||||||||||||||
The accompanying notes are an integral part of the pro forma combined financial statements.
NOTES TO THE UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
Note 1 - Basis of Presentation
The pro forma combined financial statements were prepared utilizing the historical financial information of Permian Resources and Earthstone in accordance with Article 11 of the SEC Regulation S-X, and they incorporate the acquisition method of accounting in accordance with GAAP. Certain transaction accounting adjustments have been computed in order to show the effects of the Merger on the combined historical financial information of Permian Resources and Earthstone. These adjustments are preliminary and based upon the estimated fair value of merger consideration and managements estimates of fair value of the assets acquired and liabilities assumed.
The Permian Resources and Earthstone historical financial information have been derived from each respective companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 and Annual Report on Form 10-K for the year ended December 31, 2022. The unaudited pro forma adjustments related to Earthstones Novo Transactions are derived from Earthstones Current Report on Form 8-K/A filed on September 5, 2023, which also include the audited financial statements of Novo for the year ended December 31, 2022. The unaudited pro forma adjustments related to the Colgate Merger are derived from Permian Resources Current Report on Form 8-K filed on September 8, 2022, which also include the audited financial statements of Colgate for the years ended December 31, 2021 and 2020. These pro forma combined financial statements should be read in conjunction with the historical financial statements and related notes thereto of Permian Resources, Earthstone and Novo, as well as the pro forma financial information included in the Permian Resources and Earthstone Current Reports on Form 8-K referenced above.
The unaudited pro forma combined balance sheet as of June 30, 2023, gives effect to the Merger and Earthstones Novo Transactions as if they had been completed on June 30, 2023. The unaudited pro forma combined statements of operations for the year ended December 31, 2022, and the six months ended June 30, 2023, give effect to the Transactions as if they had been completed on January 1, 2022.
The pro forma combined financial statements reflect pro forma adjustments that are described in the accompanying notes and are based on currently available information. The pro forma combined financial statements do not represent what the combined business financial position or results of operations would have been if the Transactions had actually occurred on the dates indicated, nor are they indicative of future financial position or results of operations. Actual results may differ materially from the assumptions and estimates reflected in these pro forma combined financial statements.
Note 2 - Preliminary Purchase Price Allocation
The Merger will be accounted for as a business combination using the acquisition method of accounting in accordance with Accounting Standards Codification Topic 805, Business Combinations, with Permian Resources being identified as the accounting acquirer. The allocation of the preliminary estimated purchase price with respect to the Merger is based upon managements estimates and assumptions related to the fair value of assets acquired and liabilities assumed as of June 30, 2023 using currently available information. As the pro forma combined financial statements have been prepared based on these preliminary estimates, the final purchase price allocation may be materially different from the pro forma amounts included herein.
Adjustments to the estimated amounts or recognition of additional assets acquired or liabilities assumed may occur as additional information is obtained and as more detailed analyses are completed after the closing date of the Merger, and the purchase price allocation will be finalized as soon as reasonably practicable after this closing date.
The preliminary purchase price allocation is subject to change due to several factors, including, but not limited to:
| | changes in the estimated fair value of Permian Resources common stock and underlying Permian Resources OpCo Units issued to holders of Earthstone common stock and OpCo Units, which will ultimately be based upon the market price per share of Permian Resources Class A common stock, as well as other factors, on the date of closing of the Merger; |
| | changes in the estimated fair value of the identifiable assets acquired and liabilities assumed as of the closing date, which could result from changes in future oil and gas commodity prices, reserve estimates, discount rates, cost assumptions and other factors; |
| | changes to the acquired tax bases of Earthstones assets and liabilities as of the closing date; and/or |
| | certain factors described in the section titled Risk Factors. |
The following table presents the preliminary merger consideration and purchase price allocation of the assets acquired and liabilities assumed in the Merger:
| (in thousands, expect per share amounts) | Preliminary Merger Consideration |
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| Consideration: |
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| Shares of Earthstone Class A common stock issued and outstanding |
111,501 | |||
| Shares of Earthstone Class B common stock issued and outstanding(1) |
34,258 | |||
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| Total shares of Earthstone common stock issued and outstanding to be exchanged(2) |
145,759 | |||
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| Exchange Ratio |
1.446 | |||
| Shares of Permian Resources Class A common stock to be issued as merger consideration |
161,230 | |||
| Shares of Permian Resources Class C common stock to be issued as merger consideration(1) |
49,537 | |||
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| Total Shares of Permian Resources common stock to be issued as merger consideration |
210,767 | |||
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| Permian Resources Class A common stock price on August 18, 2023(3) |
$ | 12.89 | ||
| Total Consideration |
$ | 2,716,796 | ||
| (in thousands) | Preliminary Purchase Price Allocation |
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| Fair value of assets acquired: |
||||
| Cash and cash equivalents |
$ | 68,724 | ||
| Accounts receivable, net |
192,061 | |||
| Prepaid and other current assets |
20,719 | |||
| Derivative instruments |
9,390 | |||
| Leases |
6,573 | |||
| Unproved oil and natural gas properties |
615,811 | |||
| Proved oil and natural gas properties |
4,434,895 | |||
| Other property and equipment |
11,552 | |||
|
|
|
|||
| Total assets acquired |
$ | 5,359,725 | ||
|
|
|
|||
| Fair value of liabilities assumed: |
||||
| Accounts payable and accrued expenses |
$ | 411,823 | ||
| Derivative instruments |
42,326 | |||
| Long-term debt, net |
1,889,859 | |||
| Asset retirement obligations |
60,045 | |||
| Deferred income taxes |
193,042 | |||
| Leases |
6,664 | |||
| Other liabilities, net |
39,170 | |||
|
|
|
|||
| Total liabilities assumed |
$ | 2,642,929 | ||
|
|
|
|||
| Net assets acquired |
$ | 2,716,796 | ||
|
|
|
|||
| (1) | Each share of Earthstones Class B common stock will be converted into Permian Resources Class C common stock (with the underlying Earthstone OpCo Units also being converted into a number of Permian Resource OpCo Units equal to the Exchange Ratio), which collectively represent a noncontrolling interest in the Company. The Permian Resources Class C common stock is not publicly traded but can be exchanged, together with its underlying Permian Resources OpCo Unit, for an equal number of shares of Permian Resources Class A common stock. As such, we have utilized the Permian Resources Class A common stock trading price as a proxy for the estimated fair value of Permian Resources Class C common stock (and their underlying Permian Resources OpCo Units) for this pro forma preliminary merger consideration. |
| (2) | Represents shares of Earthstone common stock issued and outstanding as of August 21, 2023, and includes 5,170,435 shares reserved for issuance, which represent Earthstones unvested restricted and performance stock units that will be fully vested and converted into the right to receive shares of Permian Resources Class A common stock (as included in merger consideration) upon closing of the Merger. |
| (3) | The final value of the merger consideration will be determined based on the market price of Permian Resources Class A common stock, among other factors, on the closing date of the Merger. The preliminary merger consideration utilizes the market price of $12.89 per share as of August 18, 2023 as a proxy for Permian Resources estimated Class A common stock price as of the closing date of the Merger. A 10% increase or decrease in the closing price of Permian Resources Class A common stock would increase or decrease the total merger consideration by approximately $271.7 million assuming all other factors are held constant. |
Note 3 - Preliminary Accounting and Pro forma Adjustments
The following adjustments included in the column labeled Transaction Accounting Adjustments have been made to the accompanying unaudited pro forma financial statements:
| (a) | Certain reclassifications have been made to adjust and conform Earthstones historical financial information to Permian Resources financial statement classification as follows: |
| | reclassification of $5.5 million from land and to other property and equipment, net; |
| | reclassification of $2.3 million from noncurrent derivative asset to other noncurrent assets; |
| | reclassification of $12.5 million from advances and finance lease liabilities to other current liabilities; |
| | reclassification of $11.8 million from derivative liabilities and finance lease liabilities to other noncurrent liabilities; and |
| | reclassification of $49.2 million for the six months ended June 30, 2023, and $67.7 million for the year ended December 31, 2022 from lease operating expenses to gathering, processing and transportation expense. |
| (b) | Represents pro forma adjustments related to Earthstones Novo Transactions, that were determined to be significant to the pro forma combined financial statements. Refer to Note 5 below for further information on these transactions. |
| (c) | Reflects pro forma adjustments made to reflect Earthstones Novo Transactions, as defined in Note 5 below, consisting of: |
| | reduction to cash and cash equivalents to reflect cash consideration of $468.4 million paid initially by Earthstone as part of the total purchase price to acquire Novo. However, Earthstone ultimately received this portion of the purchase consideration back from Northern Oil & Gas, Inc. as a result of its Novo Divestiture; |
| | reduction to other noncurrent assets to reflect the $75.0 million escrow deposit paid by Earthstone prior to closing on the Novo Acquisition; and |
| | increase to long-term debt to reflect Earthstones borrowings of $861.9 million used to fund its Novo Acquisition. |
| (d) | Reflects the preliminary purchase price allocation to adjust Earthstones assets acquired and liabilities assumed, including those acquired in the transactions, to their estimated fair values as follows: |
| | an increase in unproved oil and natural gas properties of $300.7 million and a decrease in proved oil and natural gas properties of $646.8 million to reflect their estimated fair values; |
| | the elimination of historical accumulated depreciation, depletion, and amortization (DD&A) balances of Earthstone and Novo which aggregated $1.1 billion; |
| | an increase of $6.4 million to long-term debt to reflect Earthstones outstanding senior notes at their estimated fair value; |
| | reduction to other noncurrent assets of $16.4 million to eliminate historical unamortized debt issuance costs related to Earthstones credit facility; |
| | an increase of $26.6 million to reflect the asset retirement obligations assumed at their estimated fair value; |
| | a $18.5 million increase in deferred income tax liabilities to reflect changes in the excess of the book basis over the tax basis in the acquired assets and liabilities, and such liability is based on the estimated blended federal and state statutory tax rate of 22.4%. This adjustment is net of the change in book versus bases attributable to noncontrolling interest holders; and |
| | the elimination of Earthstone and Novos historical shareholders equity and noncontrolling interest balances in accordance with the acquisition method of accounting. |
| (e) | For the year ended December 31, 2022, reflects estimated nonrecurring transaction costs of approximately $84.5 million related to the Merger that are expected to be incurred for advisory, legal, accounting and other professional fees, employee retention costs and other transaction related fees. As of June 30, 2023, no actual transaction costs had been incurred. Therefore, with respect to the pro forma balance sheet as of June 30, 2023, $84.5 million of estimated transaction costs were reflected as an increase to accounts payable and accrued expenses, with a corresponding decrease to retained earnings. |
Additionally, employees may be party to certain employment agreements that would entitle each employee to certain benefits in the event of a change in control and subsequent termination due to the Merger. This could result in additional material cash payments and associated expenses. However, at this time, employment decisions have not yet been determined. Due to this uncertainty, an estimate of additional termination costs has not been included in these pro forma combined financial statements.
| (f) | Reflects pro forma adjustments for Earthstones outstanding restricted stock awards and performance-based stock units that will be fully vested and converted into the right to receive Permian Resources Class A common stock (as included in merger consideration) upon closing of the Merger, as follows: |
| | the removal of a portion of Earthstones current and noncurrent liabilities for performance-based stock units that were classified as liability based awards but which will be settled in Permian Resources Class A common stock upon closing of the Merger; |
| | a decrease in general and administrative expenses (G&A) of $12.5 million for the six months ended June 30, 2023 as stock-based compensation expense for these Earthstone awards would not be recognized during the year ended December 31, 2022 assuming the Merger closed on January 1, 2022; and |
| | an increase in G&A of $41.2 million for the year ended December 31, 2022 to recognize additional stock based compensation expense for the accelerated vesting of these Earthstone awards assuming the Merger closed on January 1, 2022. |
| (g) | Reflects the issuance of 161.2 million shares of Permian Resources Class A common stock and 49.5 million shares of Permian Resources Class C common stock (including underlying Permian Resources OpCo Units) to Earthstones stockholders as purchase consideration from Permian Resources to effect the Merger. The issuance of Permian Resources Class A common stock resulted in an increase to additional paid in capital and the issuance of Permian Resources Class C common stock resulted in an increase to the noncontrolling interest. Following these issuances, the noncontrolling interest ownership of Permian Resources OpCo is estimated to be 38%. |
| (h) | Reflects pro forma DD&A expense calculated in accordance with the successful efforts method of accounting for oil and gas properties utilizing the combined companys production, combined companys estimated proved reserves, and the preliminary estimated fair value ascribed to the oil and natural gas properties acquired in the Merger as follows: |
| | a decrease in DD&A expense of $52.8 million in the pro forma combined statement of operations for the six months ended June 30, 2023 consisting of (i) the elimination of $222.0 million of Earthstones historical DD&A expense, (ii) the elimination of $51.7 million of Novos historical DD&A expense, and (iii) pro forma incremental DD&A expense for the combined companies of $220.9 million for the first half of 2023; and |
| | a decrease in DD&A expense of $50.3 million in the pro forma combined statement of operations for the year ended December 31, 2022 consisting of (i) the elimination of $304.5 million of Earthstones historical DD&A expense, (ii) the elimination of $65.3 million of Novos historical DD&A expense, and (iii) pro forma incremental DD&A expense for the combined companies of $319.5 million for the year ended December 31, 2022. |
| (i) | Reflects the elimination of Earthstone and Novos historical gains on sale of long-lived assets and related transaction costs, which would not have been incurred giving effect to the Merger as if they had been completed on January 1, 2022. |
| (j) | Reflects pro forma interest expense resulting from (i) additional borrowings under the credit facility for the funding of the Novo Acquisition, (ii) giving effect to Earthstones senior notes assumed by Permian Resources in connection with the Merger, as if these notes had been in place and outstanding as of January 1, 2022, and (iii) the adjustment to debt discount amortization to reflect Earthstones senior notes at fair value as of the assumed January 1, 2022 closing date of the Merger, which in the aggregate resulted in the following adjustments: |
| | an increase in interest expense of $28.0 million in the pro forma combined statement of operations for the six months ended June 30, 2023 consisting of (i) the elimination of $50.1 million of Earthstones historical interest expense, (ii) pro forma interest expense of $48.4 million for Earthstones assumed senior notes, as if these notes had been outstanding since January 1, 2022 and their debt discount amortization at fair value as of the merger date, and (iii) pro forma interest expense of $29.7 million for additional borrowings under the credit facility; and |
| | an increase in interest expense of $72.4 million in the pro forma combined statement of operations for the year ended December 31, 2022 consisting of (i) the elimination of $66.8 million of Earthstones historical interest expense, (ii) pro forma interest expense of $97.5 million for Earthstones assumed senior notes, as if these notes had been outstanding since January 1, 2022 and their debt discount amortization at fair value as of the assumed January 1, 2022 closing date of the Merger, (iii) pro forma interest expense of $39.2 million for additional borrowings under the credit facility, and (iv) pro forma interest expense of $2.5 million related to a commitment fee paid by Permian Resources in conjunction with the Merger. |
Pro forma interest expense for the additional borrowings under the Companys credit facility was calculated using the weighted average effective interest rate under the Companys credit facility of 6.9% for the six months ended June 30, 2023 and 4.5% for the year ended December 31, 2022. The Companys credit facility interest rate is based on a market-based benchmark interest rate plus an applicable margin that is dependent on the percentage of the borrowing base utilized. As a result, the Companys credit facility interest rate is subject to market fluctuations.
The impact on net income attributable to Permian Resources Class A common stock of a 0.125% increase or decrease in the interest rate would be approximately $0.5 million for the six months ended June 30, 2023 and approximately $1.0 million for the year ended December 31, 2022.
| (k) | Reflects the income tax effects of the transaction accounting adjustments and Earthstones Novo Transactions pro forma adjustments, where presented (which have been reduced by the corresponding net income attributable to noncontrolling interest that is not taxable to the c-corporation) at the statutory tax rate of 22.4%, for the year ended December 31, 2022 and six months ended June 30, 2023. The blended tax rate of 22.4% is calculated at the federal statutory rate of 21% plus the Companys state-apportioned statutory rate, net of federal benefit, of 1.4%. |
| (l) | Reflects net income attributable to noncontrolling interest owners discussed in item (g) above, which is not subject to U.S. federal or state income tax within the c-corporation. |
| (m) | Reflects the adjustment to basic and diluted weighted average shares outstanding to reflect the issuance of Permian Resources common stock issued for merger consideration as if it was issued and outstanding as of January 1, 2022. The effect of potentially dilutive securities from the issuance of Permian Resources Class C common stock was determined using the if-converted method. |
| (n) | Incorporates pro forma adjustments related to the Colgate Merger completed by Permian Resources during the year ended December 31, 2022. Refer to Note 4 below for further information on these transactions. |
Note 4 - Permian Resources Historical Merger
The Company completed its merger with Colgate, and all results of the acquired assets are included in the consolidated financial statements of Permian Resources following the August 31, 2022, the closing date of the Colgate Merger. The Colgate Merger has been accounted for as a business combination using the acquisition method of accounting, with the Company being identified as the accounting acquirer. Refer to Note 2Business Combination under Part II, Item 8 of the Companys Annual Report on Form 10-K for the year ended December 31, 2022 for further information regarding the Colgate Merger, merger consideration and purchase price allocation.
Due to the closing date of the Colgate Merger occurring on August 31, 2022, the financial results of Colgate are not included in the historical financial information of Permian Resources from January 1, 2022 through August 31, 2022. As a result, pro forma financial information has been prepared for the statement of operations of Permian Resources for the year ended December 31, 2022, giving effect to the Colgate Merger as if it had been completed on January 1, 2022.
The pro forma combined financial statements have been prepared from the respective historical consolidated financial statements of the Company and Colgate to reflect transaction accounting adjustments to the Companys historical financial information that management believes are factually supportable and that are expected to have a continuing impact on results of operations, with the exception of certain nonrecurring items incurred in connection with the Colgate Merger.
PERMIAN RESOURCES CORPORATION HISTORICAL MERGER
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
For the Year Ended December 31, 2022
(in thousands, except per share data)
| Historical | Colgate Merger Adjustments |
Permian Resources Pro Forma |
||||||||||||||||
| Permian Resources |
Colgate (1/1/22-8/31/22) |
|||||||||||||||||
| Operating revenues |
(a) | (b) | ||||||||||||||||
| Oil and gas sales |
$ | 2,131,265 | $ | 1,102,410 | $ | | $ | 3,233,675 | ||||||||||
| Operating expenses |
||||||||||||||||||
| Lease operating expenses |
171,867 | 99,865 | | 271,732 | ||||||||||||||
| Severance and ad valorem taxes |
155,724 | 80,123 | | 235,847 | ||||||||||||||
| Gathering, processing and transportation expenses |
97,915 | 11,839 | | 109,754 | ||||||||||||||
| Depreciation, depletion, and amortization |
444,678 | 167,644 | 6,366 | (c) | 618,688 | |||||||||||||
| General and administrative expenses |
159,554 | 23,179 | 18,136 | (d) | 200,869 | |||||||||||||
| Merger and integration expense |
77,424 | | | 77,424 | ||||||||||||||
| Profit sharing by affiliates |
| 22,346 | (22,346 | ) | (e) | | ||||||||||||
| Impairment and abandonment expense |
3,875 | | | 3,875 | ||||||||||||||
| Exploration and other expenses |
11,378 | 3,732 | | 15,110 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| Total operating expenses |
1,122,415 | 408,728 | 2,156 | 1,533,299 | ||||||||||||||
| Net gain (loss) on sale of long-lived assets |
(1,314 | ) | 53,718 | (53,718 | ) | (f) | (1,314 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| Income (loss) from operations |
1,007,536 | 747,400 | (55,874 | ) | 1,699,062 | |||||||||||||
| Other income (expense) |
||||||||||||||||||
| Interest expense |
(95,645 | ) | (53,196 | ) | (8,014 | ) | (g) | (156,855 | ) | |||||||||
| Net gain (loss) on derivative instruments |
(42,368 | ) | (386,058 | ) | | (428,426 | ) | |||||||||||
| Other income (expense) |
609 | 10 | | 619 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| Total other income (expense) |
(137,404 | ) | (439,244 | ) | (8,014 | ) | (584,662 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| Income (loss) before income taxes |
870,132 | 308,156 | (63,888 | ) | 1,114,400 | |||||||||||||
| Income tax (expense) benefit |
(120,292 | ) | | 7,468 | (h) | (112,824 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| Net income (loss) |
749,840 | 308,156 | (56,420 | ) | 1,001,576 | |||||||||||||
| Less: Net (income) loss attributable to noncontrolling interest |
(234,803 | ) | | (303,187 | ) | (i) | (537,990 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| Net income (loss) attributable to Class A common stock |
$ | 515,037 | $ | 308,156 | $ | (359,607 | ) | $ | 463,586 | |||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| Income (loss) per share of Class A common stock: |
||||||||||||||||||
| Basic |
$ | 1.80 | 1.62 | |||||||||||||||
| Diluted |
$ | 1.61 | 1.45 | |||||||||||||||
| Weighted average common shares outstanding: |
||||||||||||||||||
| Basic |
286,160 | | 286,160 | |||||||||||||||
| Diluted |
322,816 | 763 | (j) | 323,579 | ||||||||||||||
The following adjustments included in the column labeled Colgate Merger Adjustments have been made to the unaudited pro forma financial statements of Permian Resources:
| (a) | Permian Resources historical financial results for the year ended December 31, 2022 include the results of operations for assets acquired and liabilities assumed in the Colgate Merger from September 1, 2022 through December 31, 2022. |
| (b) | Colgates historical financial results include its results of operations for the eight months from January 1, 2022 through August 31, 2022, the closing of the Colgate Merger. |
| (c) | Reflects an increase in DD&A expense of $6.4 million in the pro forma combined statement of operations for the year ended December 31, 2022 consisting of (i) the elimination of $167.6 million of Colgates historical DD&A expense and (ii) pro forma incremental DD&A expense for the combined companies of $174.0 million for the year ended December 31, 2022. |
| (d) | Reflects the expected incremental stock compensation expense related to equity-based restricted stock and performance stock units granted to employees in connection with and on the closing date of the Colgate Merger. |
| (e) | Colgates historical profit sharing by affiliates expense represents cash payments made directly by affiliates of Colgate to members of its management team for profit interests that they were granted and then subsequently now own at CEP III Holdings, LLC and affiliated entities. These payments are not made directly by Colgate and in the future will not be made by the combined Company. Therefore, $22.3 million for the year end December 31, 2022, was eliminated from the statement of operations as these payments would not have been incurred giving effect to the Colgate Merger as if it had been completed on January 1, 2022. |
| (f) | Reflects the elimination of Colgates historical gain on sale of long-lived assets that would not have been incurred giving effect to the Colgate Merger as if it had been completed on January 1, 2022. |
| (g) | Reflects pro forma interest expense resulting from (i) additional borrowings under the Companys credit facility for the cash consideration paid to Colgate unitholders, (ii) the assumption of Colgates borrowings outstanding under its credit facility as of the Colgate Merger closing date, as if the assumed borrowings had been outstanding since January 1, 2022, and (iii) the adjustment to debt discount amortization to reflect Colgates senior notes at fair value, which in the aggregate resulted in the following adjustments: |
| | an increase in interest expense of $8.0 million in the pro forma combined statement of operations for the year ended December 31, 2022 consisting of (i) the elimination of $53.2 million of Colgates historical interest expense, (ii) pro forma interest expense of $47.3 million for the senior notes, incorporating debt discount amortization based on the notes fair value as of the merger closing date , and (iii) additional pro forma interest expense of $13.9 million assumed for borrowings under the credit facility as of January 1, 2022. |
| (h) | Reflects the income tax effects of the transaction accounting adjustments, where presented (which have been reduced by the corresponding net loss attributable to noncontrolling interest that is not taxable to the c-corporation) at the statutory tax rate of 22.6%, for the year ended December 31, 2022. The blended tax rate of 22.6% is calculated at the federal statutory rate of 21% plus the Companys state-apportioned statutory rate of 1.6%. |
| (i) | Reflects net income (loss) attributable to noncontrolling interest owners, which is not subject to U.S. federal or state income tax within the c-corporation. In connection with the Colgate Merger, 269.3 million shares of Permian Resources Class C common stock were issued for the share consideration to Colgate unitholders including underlying Permian Resources OpCo Units. The issuance of these units creates a noncontrolling interest in the Company, which is equal to approximately 48% of Permian Resources common stock issued and outstanding as of December 31, 2022. |
| (j) | Considers the effect of potentially dilutive securities from (i) the Permian Resources Class C common stock issued for the Colgate Merger consideration using the if-converted method assuming the Colgate Merger was completed on January 1, 2022; and (ii) unvested equity-based restricted stock and performance stock units granted in connection with the Colgate Merger using the treasury stock method. |
Note 5 - Earthstones Novo Transactions
On June 14, 2023, Earthstone OpCo entered into (i) a Securities Purchase Agreement with Novo Oil & Gas Legacy Holdings, LLC, Novo Intermediate, LLC and Novo Oil & Gas Holdings, LLC (collectively Novo), pursuant to which Earthstone agreed to acquire 100% of the issued and outstanding equity interests of Novo (the Novo Acquisition) and (ii) an Acquisition and 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 and one-third interest in Novos oil and gas assets acquired in the Novo Acquisition for net proceeds of $468.4 million (the Novo Divestiture together with the Novo Acquisition, Earthstones Novo Transactions).
Earthstones Novo Transactions were completed on August 15, 2023. After taking into account preliminary customary purchase price adjustments at closing, Earthstone paid aggregate cash consideration of approximately $1.4 billion, which was funded with a combination of cash on hand of $543.4 million (which included the net proceeds received from NOG pursuant to the Novo Divestiture discussed above) and $861.9 million in borrowings under Earthstones credit facility.
The Novo Acquisition was deemed to be material to an investors understanding of Earthstones business that is being acquired by Permian Resources in the Merger and has therefore been included in the pro forma combined financial statements. The financial impact of the net assets acquired by Earthstone in these transactions is not included in Earthstones consolidated financial statements due to Earthstones Novo Transactions closing date of August 15, 2023, which was subsequent to the periods presented herein. As a result, pro forma financial information for Earthstones Novo Transactions has been included in the Companys pro forma combined financial statements assuming Earthstones Novo Transactions were completed on June 30, 2023 for the pro forma combined balance sheet and on January 1, 2022 for the pro forma combined statements of operations. Earthstones Novo Transactions pro forma information is presented below and was determined as follows:
(i) Novo Historical - derived from Novos historical unaudited interim financial information for the six months ended June 30, 2023 and from Novos audited financial information for the year ended December 31, 2022;
(ii) Unacquired Portion of Novo - reflects the unacquired portion of Novo based upon information provided by Earthstone and assumptions made by the Company that management believes are reasonable based upon information available at the time of this filing; and
(iii) Novo Portion Sold to NOG - reflects adjustments to remove the oil and gas property interests sold to NOG in the Novo Divestiture.
This information is based on historical results of operations, adjusted for certain estimated accounting adjustments, and certain assumptions that management believes are reasonable, and does not represent the actual results of operations if the transactions would have occurred on January 1, 2022, nor is it necessarily indicative of future results.
EARTHSTONES NOVO TRANSACTIONS
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
As of June 30, 2023
| (in thousands) |
Novo Historical |
Unacquired Portion of Novo |
Novo Portion Sold to NOG |
Earthstones Novo Transactions |
||||||||||||
| ASSETS |
(i) | (ii) | (iii) | |||||||||||||
| Current assets |
||||||||||||||||
| Cash and cash equivalents |
$ | 19,224 | $ | | $ | 468,436 | $ | 487,660 | ||||||||
| Accounts receivable, net |
66,398 | (9,969 | ) | | 56,429 | |||||||||||
| Derivative instruments |
30,471 | (30,471 | ) | | | |||||||||||
| Prepaid and other current assets |
1,575 | (1,487 | ) | | 88 | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total current assets |
117,668 | (41,927 | ) | 468,436 | 544,177 | |||||||||||
| Property and Equipment |
||||||||||||||||
| Oil and natural gas properties, successful efforts method |
||||||||||||||||
| Unproved properties |
56,708 | (21,814 | ) | | 34,894 | |||||||||||
| Proved properties |
1,257,560 | (55,932 | ) | (468,436 | ) | 733,192 | ||||||||||
| Accumulated depreciation, depletion and amortization |
(293,536 | ) | 12,214 | | (281,322 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total oil and natural gas properties, net |
1,020,732 | (65,532 | ) | (468,436 | ) | 486,764 | ||||||||||
| Other property and equipment, net |
221 | (207 | ) | | 14 | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total property and equipment, net |
1,020,953 | (65,739 | ) | (468,436 | ) | 486,778 | ||||||||||
| Noncurrent assets |
||||||||||||||||
| Operating lease right-of-use assets |
22 | (22 | ) | | | |||||||||||
| Other noncurrent assets |
9,116 | (9,116 | ) | | | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| TOTAL ASSETS |
$ | 1,147,759 | $ | (116,804 | ) | $ | | $ | 1,030,955 | |||||||
|
|
|
|
|
|
|
|
|
|||||||||
| LIABILITIES AND EQUITY |
||||||||||||||||
| Current liabilities |
||||||||||||||||
| Accounts payable and accrued expenses |
$ | 91,492 | $ | (2,074 | ) | $ | | $ | 89,418 | |||||||
| Operating lease liabilities |
22 | (22 | ) | | | |||||||||||
| Derivative Instruments |
9,969 | (9,969 | ) | | | |||||||||||
| Other current liabilities |
2,333 | | | 2,333 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total current liabilities |
103,816 | (12,065 | ) | | 91,751 | |||||||||||
| Noncurrent liabilities |
||||||||||||||||
| Long-term debt, net |
350,000 | (350,000 | ) | | | |||||||||||
| Asset retirement obligations |
2,856 | | | 2,856 | ||||||||||||
| Deferred revenues |
21,194 | | | 21,194 | ||||||||||||
| Derivative liability |
3,796 | (3,796 | ) | | | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total liabilities |
481,662 | (365,861 | ) | | 115,801 | |||||||||||
| Shareholders equity |
||||||||||||||||
| Members equity |
666,097 | 249,057 | | 915,154 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| TOTAL LIABILITIES AND EQUITY |
$ | 1,147,759 | $ | (116,804 | ) | $ | | $ | 1,030,955 | |||||||
|
|
|
|
|
|
|
|
|
|||||||||
EARTHSTONES NOVO TRANSACTIONS
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
For the Six Months Ended June 30, 2023
| (in thousands) | Novo Historical | Unacquired Portion of Novo |
Novo Portion Sold to NOG |
Earthstones Novo Transactions |
||||||||||||
| Operating revenues |
(i) | (ii) | (iii) | |||||||||||||
| Oil and gas sales |
$ | 383,058 | $ | (64,663 | ) | $ | (106,132 | ) | $ | 212,263 | ||||||
| Operating expenses |
||||||||||||||||
| Lease operating expenses |
50,599 | | (16,867 | ) | 33,732 | |||||||||||
| Severance and ad valorem taxes |
28,567 | (4,749 | ) | (7,939 | ) | 15,879 | ||||||||||
| Depreciation, depletion, and amortization |
81,668 | (4,164 | ) | (25,835 | ) | 51,669 | ||||||||||
| General and administrative expenses |
19,128 | (1,887 | ) | | 17,241 | |||||||||||
| Exploration and other expenses |
123 | (123 | ) | | | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total operating expense |
180,085 | (10,923 | ) | (50,641 | ) | 118,521 | ||||||||||
| Net gain (loss) on sale of long-lived assets |
16 | (16 | ) | | | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Income (loss) from operations |
$ | 202,989 | $ | (53,756 | ) | $ | (55,491 | ) | $ | 93,742 | ||||||
| Other income (expense) |
||||||||||||||||
| Interest expense |
(13,298 | ) | 13,298 | | | |||||||||||
| Gain (loss) on commodity derivatives |
28,912 | (28,912 | ) | | | |||||||||||
| Other income (expense) |
(1,760 | ) | (6 | ) | | (1,766 | ) | |||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total other income (expense) |
13,854 | (15,620 | ) | | (1,766 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Income before income taxes |
216,843 | (69,376 | ) | (55,491 | ) | 91,976 | ||||||||||
| Income tax expense |
(160 | ) | | 53 | (107 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net Income |
$ | 216,683 | $ | (69,376 | ) | $ | (55,438 | ) | $ | 91,869 | ||||||
|
|
|
|
|
|
|
|
|
|||||||||
For the Year Ended December 31, 2022
| (in thousands) | Novo Historical | Unacquired Portion of Novo |
Novo Portion Sold to NOG |
Earthstones Novo Transactions |
||||||||||||
| Operating revenues |
(i) | (ii) | (iii) | |||||||||||||
| Oil and gas sales |
$ | 663,540 | $ | (92,250 | ) | $ | (190,430 | ) | $ | 380,860 | ||||||
| Operating expenses |
||||||||||||||||
| Lease operating expenses |
45,326 | | (15,109 | ) | 30,217 | |||||||||||
| Severance and ad valorem taxes |
48,969 | (7,574 | ) | (13,798 | ) | 27,597 | ||||||||||
| Gathering, processing and transportation expenses |
||||||||||||||||
| Depreciation, depletion, and amortization |
102,851 | (4,889 | ) | (32,654 | ) | 65,308 | ||||||||||
| General and administrative expenses |
8,641 | (818 | ) | | 7,823 | |||||||||||
| Exploration and other expenses |
808 | (282 | ) | | 526 | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total operating expense |
206,595 | (13,563 | ) | (61,561 | ) | 131,471 | ||||||||||
| Net gain (loss) on sale of long-lived assets |
(60 | ) | 136 | | 76 | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Income (loss) from operations |
$ | 456,885 | $ | (78,551 | ) | $ | (128,869 | ) | $ | 249,465 | ||||||
| Other income (expense) |
||||||||||||||||
| Interest expense |
(8,791 | ) | 8,791 | | | |||||||||||
| Gain (loss) on commodity derivatives |
(10,325 | ) | 10,325 | | | |||||||||||
| Other income (expense) |
2,664 | 88 | | 2,752 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total other income (expense) |
(16,452 | ) | 19,204 | | 2,752 | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Income before income taxes |
440,433 | (59,347 | ) | (128,869 | ) | 252,217 | ||||||||||
| Income tax expense |
(403 | ) | 52 | 117 | (234 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net Income |
$ | 440,030 | $ | (59,295 | ) | $ | (128,752 | ) | $ | 251,983 | ||||||
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Note 6 - Supplemental Pro Forma Information About Oil and Natural Gas Producing Activities
The following tables present estimated pro forma combined proved oil and gas reserve information as of and for the year ended December 31, 2022. The amounts included below represent the respective estimates made as of December 31, 2022 by Permian Resources, Earthstone, and Novo while they were separate companies. These estimates have not been updated for changes in development plans or other factors, which may have occurred subsequent to December 31, 2022, including the Merger. This pro forma information has been prepared for illustrative purposes and is not intended to be a projection of future results. Future results may vary significantly from the results presented.
Estimated Quantities of Proved Oil and Gas Reserves
The following tables present the estimated pro forma combined net estimated proved developed and undeveloped oil and gas reserves information as of December 31, 2022, along with a summary of changes in quantities of proved oil and gas reserves:
| Crude Oil (MBbls) | ||||||||||||||||
| Permian Resources Historical |
Earthstone Historical |
Earthstones Novo Transactions(1) |
Pro Forma Combined |
|||||||||||||
| Total proved reserves: |
||||||||||||||||
| Balance - December 31, 2021 |
153,453 | 61,075 | 20,200 | 234,728 | ||||||||||||
| Extensions and discoveries |
51,906 | 13,430 | 4,652 | 69,988 | ||||||||||||
| Revisions to previous estimates |
(22,181 | ) | (7,432 | ) | (2,131 | ) | (31,744 | ) | ||||||||
| Purchases of reserves in place |
124,072 | 85,237 | 70 | 209,379 | ||||||||||||
| Divestitures of reserves in place |
(1,983 | ) | (2,044 | ) | | (4,027 | ) | |||||||||
| Production |
(18,235 | ) | (11,866 | ) | (2,259 | ) | (32,360 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Balance - December 31, 2022 |
287,032 | 138,400 | 20,532 | 445,964 | ||||||||||||
|
|
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|
|
|
|
|
|
|||||||||
| Proved developed reserves: |
||||||||||||||||
| December 31, 2021 |
77,973 | 35,824 | 4,364 | 118,161 | ||||||||||||
| December 31, 2022 |
156,941 | 88,759 | 12,335 | 258,035 | ||||||||||||
| Proved undeveloped reserves: |
||||||||||||||||
| December 31, 2021 |
75,480 | 25,251 | 15,836 | 116,567 | ||||||||||||
| December 31, 2022 |
130,091 | 49,641 | 8,197 | 187,929 | ||||||||||||
| Natural Gas (MMcf) | ||||||||||||||||
| Permian Resources Historical |
Earthstone Historical |
Earthstones Novo Transactions(1) |
Pro Forma Combined |
|||||||||||||
| Total proved reserves: |
||||||||||||||||
| Balance - December 31, 2021 |
577,005 | 284,881 | 224,893 | 1,086,779 | ||||||||||||
| Extensions and discoveries |
144,316 | 51,346 | 20,743 | 216,405 | ||||||||||||
| Revisions to previous estimates |
(111,405 | ) | 37,316 | (26,620 | ) | (100,709 | ) | |||||||||
| Purchases of reserves in place |
494,221 | 429,646 | 979 | 924,846 | ||||||||||||
| Divestitures of reserves in place |
(10,874 | ) | (6,631 | ) | | (17,505 | ) | |||||||||
| Production |
(59,692 | ) | (54,392 | ) | (18,022 | ) | (132,106 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Balance - December 31, 2022 |
1,033,571 | 742,166 | 201,973 | 1,977,710 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Proved developed reserves: |
||||||||||||||||
| December 31, 2021 |
326,223 | 190,999 | 58,861 | 576,083 | ||||||||||||
| December 31, 2022 |
652,270 | 574,762 | 143,669 | 1,370,701 | ||||||||||||
| Proved undeveloped reserves: |
||||||||||||||||
| December 31, 2021 |
250,782 | 93,882 | 166,032 | 510,696 | ||||||||||||
| December 31, 2022 |
381,301 | 167,404 | 58,304 | 607,009 | ||||||||||||
| Natural Gas Liquids (MBbls) | ||||||||||||||||
| Permian Resources Historical |
Earthstone Historical |
Earthstones Novo Transactions(1) |
Pro Forma Combined |
|||||||||||||
| Total proved reserves: |
||||||||||||||||
| Balance - December 31, 2021 |
55,583 | 39,031 | 24,473 | 119,087 | ||||||||||||
| Extensions and discoveries |
19,387 | 7,895 | 3,837 | 31,119 | ||||||||||||
| Revisions to previous estimates |
(9,279 | ) | 11,663 | 4,787 | 7,171 | |||||||||||
| Purchases of reserves in place |
66,437 | 56,268 | 148 | 122,853 | ||||||||||||
| Divestitures of reserves in place |
(2,527 | ) | (1,417 | ) | | (3,944 | ) | |||||||||
| Production |
(6,750 | ) | (7,599 | ) | (2,607 | ) | (16,956 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Balance - December 31, 2022 |
122,851 | 105,841 | 30,638 | 259,330 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Proved developed reserves: |
||||||||||||||||
| December 31, 2021 |
30,318 | 25,917 | 6,242 | 62,477 | ||||||||||||
| December 31, 2022 |
74,940 | 80,168 | 20,944 | 176,052 | ||||||||||||
| Proved undeveloped reserves: |
||||||||||||||||
| December 31, 2021 |
25,265 | 13,114 | 18,231 | 56,610 | ||||||||||||
| December 31, 2022 |
47,911 | 25,673 | 9,694 | 83,278 | ||||||||||||
| (1) | Represents reserves acquired as a part of Earthstones Novo Transactions discussed in Note 5, which have been adjusted to reflect solely the portion of Novos oil and gas reserves retained by Earthstone. |
Standardized Measure of Discounted Future Net Cash Flows
The pro forma combined standardized measure of discounted future net cash flows relating to proved oil and natural gas reserves as of December 31, 2022 is as follows:
| Year Ended December 31, 2022 | ||||||||||||||||
| (in thousands) | Permian Resources Historical |
Earthstone Historical |
Earthstones Novo Transactions(1) |
Pro Forma Combined |
||||||||||||
| Future cash inflows |
$ | 36,444,649 | $ | 21,506,026 | $ | 4,013,814 | $ | 61,964,489 | ||||||||
| Future development costs |
(3,051,047 | ) | (1,207,597 | ) | (195,155 | ) | (4,453,799 | ) | ||||||||
| Future production costs |
(9,381,857 | ) | (6,362,901 | ) | (1,258,890 | ) | (17,003,648 | ) | ||||||||
| Future income tax expenses |
(4,821,696 | ) | (1,910,370 | ) | (4,213 | ) | (6,736,279 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Future net cash flows |
19,190,049 | 12,025,158 | 2,555,556 | 33,770,763 | ||||||||||||
| 10% discount to reflect timing of cash flows |
(9,764,471 | ) | (5,300,657 | ) | (925,442 | ) | (15,990,570 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Standardized measure of discounted future net cash flows |
$ | 9,425,578 | $ | 6,724,501 | $ | 1,630,114 | $ | 17,780,193 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
The changes in the pro forma combined standardized measure of discounted future net cash flows relating to proved reserves for the year ended December 31, 2022 are as follows:
| Year Ended December 31, 2022 | ||||||||||||||||
| (in thousands) | Permian Resources Historical |
Earthstone Historical |
Earthstones Novo Transactions(1) |
Pro Forma Combined |
||||||||||||
| Standardized measure of discounted future net cash flows, beginning of period |
$ | 3,396,320 | $ | 1,818,372 | $ | 941,569 | $ | 6,156,261 | ||||||||
| Sales of oil, natural gas and NGLs, net of production costs |
(1,705,759 | ) | (1,341,586 | ) | (317,711 | ) | (3,365,056 | ) | ||||||||
| Purchase of minerals in place |
5,555,649 | 2,011,980 | 8,760 | 7,576,389 | ||||||||||||
| Divestiture of minerals in place |
(103,030 | ) | (76,570 | ) | | (179,600 | ) | |||||||||
| Extensions and discoveries, net of future development costs |
1,789,830 | 1,178,521 | 303,632 | 3,271,983 | ||||||||||||
| Previously estimated development costs incurred during the period |
369,088 | 246,705 | 103,008 | 718,801 | ||||||||||||
| Net change in prices and production costs |
2,508,583 | 3,838,439 | 489,293 | 6,836,315 | ||||||||||||
| Change in estimated future development costs |
85,931 | (295,553 | ) | (32,632 | ) | (242,254 | ) | |||||||||
| Revisions of previous quantity estimates |
(1,127,536 | ) | 3,283 | (25,082 | ) | (1,149,335 | ) | |||||||||
| Accretion of discount |
387,747 | 345,642 | 94,330 | 827,719 | ||||||||||||
| Net change in income taxes |
(1,807,957 | ) | (866,805 | ) | (818 | ) | (2,675,580 | ) | ||||||||
| Net change in timing of production and other |
76,712 | (137,927 | ) | 65,765 | 4,550 | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Standardized measure of discounted future net cash flows, end of period |
$ | 9,425,578 | $ | 6,724,501 | $ | 1,630,114 | $ | 17,780,193 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| (1) | Represents reserves acquired as a part of Earthstones Novo Transactions discussed in Note 5, which have been adjusted to reflect the portion retained by Earthstone. |