UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(X) Quarterly Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

For the quarterly period ended ~~March 31,~~September 30, 2022

Commission File Number 1-8754

SILVERBOW RESOURCES, INC.

(Exact Name of Registrant as Specified in Its Charter)


Delaware			20-3940661
(State of Incorporation)			(I.R.S. Employer Identification No.)

920 Memorial City Way, Suite 850

Houston, Texas 77024

(281) 874-2700

(Address and telephone number of principal executive offices)

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	SBOW	New York Stock Exchange
Preferred Stock Purchase Rights	None	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			þ			No			o

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			þ			No			o

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 definition 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 revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.


o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).


Yes			o			No			þ

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.


~~Yes~~			þ			No			o

~~Indicate~~ the number of shares outstanding of each of the issuer’s classes

of common stock, as of the latest practicable date.


Common Stock ($.01 Par Value) (Class of Stock)			~~16,850,478~~22,309,740 Shares outstanding at ~~April 29,~~October 28, 2022

SILVERBOW RESOURCES, INC.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED ~~MARCH 31,~~SEPTEMBER 30, 2022

INDEX


		Page
Part I	FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements

	Condensed Consolidated Balance Sheets	6

	Condensed Consolidated Statements of Operations	7

	Condensed Consolidated Statements of Stockholders’ Equity	89

	Condensed Consolidated Statements of Cash Flows	910

	Notes to Condensed Consolidated Financial Statements	1011

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2935

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3645

Item 4.	Controls and Procedures	3746

Part II	OTHER INFORMATION

Item 1.	Legal Proceedings	3847
Item 1A.	Risk Factors	3847
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3948
Item 3.	Defaults Upon Senior Securities	3948
Item 4.	Mine Safety Disclosures	4049
Item 5.	Other Information	4049
Item 6.	Exhibits	4049

SIGNATURES		4251

Forward-Looking Statements

This report includes forward-looking statements intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are based on current expectations and assumptions and are subject to a number of risks and uncertainties, many of which are beyond our control. All statements, other than statements of historical fact included in this report, including those regarding our strategy, future operations, financial position, well expectations and drilling plans, estimated production levels, expected oil and natural gas pricing, estimated oil and natural gas reserves or the present value thereof, reserve increases, service costs, impact of inflation, capital expenditures, budget, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this report, the words “will,” “could,” “believe,” “anticipate,” “intend,” “estimate,” “budgeted,” “guidance,” “expect,” “may,” “continue,” “predict,” “potential,” “plan,” “project” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words.

Important factors that could cause actual results to differ materially from our expectations include, but are not limited to, the following risks and uncertainties:

• the severity and duration of world health events, including the COVID-19 pandemic, related economic repercussions, including disruptions in the oil and gas ~~industry;~~industry, supply chain disruptions, and operational challenges including remote work arrangements and protecting the health and well-being of our employees;

• further actions by the members of the Organization of the Petroleum Exporting Countries, ~~(“OPEC”) and~~ Russia ~~(together with OPEC~~ and other allied producing ~~countries)~~countries with respect to oil production levels and announcements of potential changes in such levels;

• ~~the benefits of the recently announced Sundance and SandPoint transactions;~~

• risks related to the recently ~~announced~~completed transactions with SandPoint Operating, LLC, a subsidiary of SandPoint Resources, LLC (collectively, “SandPoint”) and Sundance Energy, Inc. and SandPoint acquisitions, including the risk that the transactions will not be completed on the timeline or terms currently contemplated, that the benefits of the transactions may not be fully realized or may take longer to realize than expected, that the costs of the acquisitions will be significant and that management attention will be diverted to transaction-related issues;

• operational challenges relating to the COVID-19 pandemic and efforts to mitigate the spread of the virus, including logistical challenges, protecting the health and well-being of our employees, remote work arrangements, performance of contracts and supply chain disruptions;its affiliated entities (collectively, “Sundance”);

• volatility in natural gas, oil and ~~NGL~~natural gas liquids prices;

• future cash flows and their adequacy to maintain our ongoing operations;

• liquidity, including our ability to satisfy our short- or long-term liquidity needs;

• our borrowing capacity, future covenant compliance, cash flow and liquidity;

• operating results;

• asset disposition efforts or the timing or outcome thereof;

• ongoing and prospective joint ventures, their structures and substance, and the likelihood of their finalization or the timing thereof;

• the amount, nature and timing of capital expenditures, including future development costs;

• timing, cost and amount of future production of oil and natural gas;

• availability of drilling and production equipment or availability of oil field labor;

• availability, cost and terms of capital;

• timing and successful drilling and completion of wells;

• availability and cost for transportation of oil and natural gas;

• costs of exploiting and developing our properties and conducting other operations;

• competition in the oil and natural gas industry;

• general economic and political ~~conditions;~~conditions, including inflationary pressures, further increases in interest rates, a general economic slowdown or recession, political tensions and ~~war;~~war (including future developments in the ongoing Russia-Ukraine conflict);

• opportunities to monetize assets;

• our ability to execute on strategic initiatives;

• effectiveness of our risk management activities including hedging strategy;

• environmental liabilities;

• counterparty credit risk;

• actions by third parties, including customers, service providers and shareholders;

• governmental regulation and taxation of the oil and natural gas industry;

• developments in world oil and natural gas markets and in oil and natural gas-producing countries;

• uncertainty regarding our future operating results; and

• other risks and uncertainties described in this Quarterly Report on Form 10-Q, ~~and~~ our Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2021 and our other filings with the Securities and Exchange Commission (“SEC”).

Many of the foregoing risks and uncertainties, as well as risks and uncertainties that are currently unknown to us, are, and ~~will~~may be, exacerbated by the ongoing Russia-Ukraine conflict, increasing economic uncertainty and inflationary pressures and the COVID-19 pandemic and any consequent worsening of the global business and economic environment. New factors emerge from time to time, and it is not possible for us to predict all such factors. Should one or more of the risks or uncertainties described in this quarterly report, our annual report on Form 10-K for the year ended December 31, 2021 or other filings with the SEC, occur or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements.

All forward-looking statements speak only as of the date they are made. You should not place undue reliance on these forward-looking statements. Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements we make in this report are reasonable, we can give no assurance that these plans, intentions or expectations will be achieved. We disclose important factors that could cause our actual results to differ materially from our expectations under “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2021 and in subsequent Quarterly Reports on Form 10-Q, ~~and~~ Current Reports on Form ~~8-K.~~8-K and our other filings with the SEC. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.

All subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by the foregoing. We undertake no obligation to publicly release the results of any revisions to any such forward-looking statements that may be made to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events, except as required by law.

Table of Contents

PART I. FINANCIAL INFORMATION

Condensed Consolidated Balance Sheets (Unaudited)

SilverBow Resources, Inc. and Subsidiary (in thousands, except share amounts)


		March 31, 2022		December 31, 2021			September 30, 2022		December 31, 2021

ASSETS	ASSETS					ASSETS
Current Assets:	Current Assets:					Current Assets:
Cash and cash equivalents	Cash and cash equivalents	$	1,645	$	1,121	Cash and cash equivalents	$	1,924	$	1,121
Accounts receivable, net	Accounts receivable, net	46,095		49,777		Accounts receivable, net	102,691		49,777
Fair value of commodity derivatives	Fair value of commodity derivatives	1,679		2,806		Fair value of commodity derivatives	33,205		2,806

Other current assets	Other current assets	2,164		1,875		Other current assets	6,468		1,875
Total Current Assets	Total Current Assets	51,583		55,579		Total Current Assets	144,288		55,579
Property and Equipment:	Property and Equipment:					Property and Equipment:
Property and equipment, full cost method, including $23,623 and $17,090, respectively, of unproved property costs not being amortized at the end of each period		1,651,497		1,611,953
Property and equipment, full cost method, including $17,478 and $17,090, respectively, of unproved property costs not being amortized at the end of each period						Property and equipment, full cost method, including $17,478 and $17,090, respectively, of unproved property costs not being amortized at the end of each period	2,345,317		1,611,953
Less – Accumulated depreciation, depletion, amortization & impairment	Less – Accumulated depreciation, depletion, amortization & impairment	(891,158)		(869,985)		Less – Accumulated depreciation, depletion, amortization & impairment	(959,139)		(869,985)
Property and Equipment, Net	Property and Equipment, Net	760,339		741,968		Property and Equipment, Net	1,386,178		741,968
Right of use assets	Right of use assets	16,163		16,065		Right of use assets	13,669		16,065
Fair value of long-term commodity derivatives	Fair value of long-term commodity derivatives	76		201		Fair value of long-term commodity derivatives	27,410		201

Other long-term assets	Other long-term assets	3,629		5,641		Other long-term assets	18,368		5,641
Total Assets	Total Assets	$	831,790	$	819,454	Total Assets	$	1,589,913	$	819,454
LIABILITIES AND STOCKHOLDERS’ EQUITY	LIABILITIES AND STOCKHOLDERS’ EQUITY					LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:	Current Liabilities:					Current Liabilities:
Accounts payable and accrued liabilities	Accounts payable and accrued liabilities	$	41,909	$	35,034	Accounts payable and accrued liabilities	$	80,107	$	35,034
Fair value of commodity derivatives	Fair value of commodity derivatives	140,941		47,453		Fair value of commodity derivatives	108,618		47,453
Accrued capital costs	Accrued capital costs	11,128		7,354		Accrued capital costs	54,210		7,354
Accrued interest	Accrued interest	862		697		Accrued interest	2,385		697
Current lease liability	Current lease liability	7,998		7,222		Current lease liability	8,579		7,222
Undistributed oil and gas revenues	Undistributed oil and gas revenues	18,731		23,577		Undistributed oil and gas revenues	32,318		23,577

Total Current Liabilities	Total Current Liabilities	221,569		121,337		Total Current Liabilities	286,217		121,337
Long-term debt, net	Long-term debt, net	346,003		372,825		Long-term debt, net	626,351		372,825
Non-current lease liability	Non-current lease liability	8,427		9,090		Non-current lease liability	5,379		9,090
Deferred tax liabilities	Deferred tax liabilities	3,613		6,516		Deferred tax liabilities	14,012		6,516
Asset retirement obligations	Asset retirement obligations	5,644		5,526		Asset retirement obligations	8,255		5,526
Fair value of long-term commodity derivatives	Fair value of long-term commodity derivatives	19,089		8,585		Fair value of long-term commodity derivatives	29,950		8,585
Other long-term liabilities	Other long-term liabilities	1,663		3,043		Other long-term liabilities	2,764		3,043
Commitments and Contingencies (Note 11)	Commitments and Contingencies (Note 11)					Commitments and Contingencies (Note 11)
Stockholders' Equity:	Stockholders' Equity:					Stockholders' Equity:
Preferred stock, $0.01 par value, 10,000,000 shares authorized, none issued	Preferred stock, $0.01 par value, 10,000,000 shares authorized, none issued	—		—		Preferred stock, $0.01 par value, 10,000,000 shares authorized, none issued	—		—
Common stock, $0.01 par value, 40,000,000 shares authorized, 17,141,724 and 16,822,845 shares issued, respectively, and 16,812,851 and 16,631,175 shares outstanding, respectively		171		168
Common stock, $0.01 par value, 40,000,000 shares authorized, 22,663,135 and 16,822,845 shares issued, respectively, and 22,309,740 and 16,631,175 shares outstanding, respectively						Common stock, $0.01 par value, 40,000,000 shares authorized, 22,663,135 and 16,822,845 shares issued, respectively, and 22,309,740 and 16,631,175 shares outstanding, respectively	227		168
Additional paid-in capital	Additional paid-in capital	414,127		413,017		Additional paid-in capital	574,885		413,017
Treasury stock, held at cost, 328,873 and 191,670 shares, respectively		(6,592)		(2,984)
Accumulated deficit		(181,924)		(117,669)
Treasury stock, held at cost, 353,395 and 191,670 shares, respectively						Treasury stock, held at cost, 353,395 and 191,670 shares, respectively	(7,534)		(2,984)
Retained earnings (Accumulated deficit)						Retained earnings (Accumulated deficit)	49,407		(117,669)
Total Stockholders’ Equity	Total Stockholders’ Equity	225,782		292,532		Total Stockholders’ Equity	616,985		292,532
Total Liabilities and Stockholders’ Equity	Total Liabilities and Stockholders’ Equity	$	831,790	$	819,454	Total Liabilities and Stockholders’ Equity	$	1,589,913	$	819,454
See accompanying Notes to Condensed Consolidated Financial Statements.	See accompanying Notes to Condensed Consolidated Financial Statements.					See accompanying Notes to Condensed Consolidated Financial Statements.

Table of Contents

Condensed Consolidated Statements of Operations (Unaudited)

SilverBow Resources, Inc. and Subsidiary (in thousands, except per-share amounts)


		Three Months Ended March 31, 2022		Three Months Ended March 31, 2021			Three Months Ended September 30, 2022		Three Months Ended September 30, 2021
Revenues:	Revenues:					Revenues:
Oil and gas sales	Oil and gas sales	$	129,656	$	86,741	Oil and gas sales	$	242,181	$	99,249

Operating Expenses:	Operating Expenses:					Operating Expenses:
General and administrative, net	General and administrative, net	4,786		4,782		General and administrative, net	4,343		5,257
Depreciation, depletion, and amortization	Depreciation, depletion, and amortization	21,154		13,393		Depreciation, depletion, and amortization	41,501		16,054
Accretion of asset retirement obligations	Accretion of asset retirement obligations	99		75		Accretion of asset retirement obligations	166		77
Lease operating expenses	Lease operating expenses	9,125		6,274		Lease operating expenses	17,701		6,978
Workovers	Workovers	647		13		Workovers	284		423
Transportation and gas processing	Transportation and gas processing	6,352		5,056		Transportation and gas processing	9,662		5,913
Severance and other taxes	Severance and other taxes	7,764		3,489		Severance and other taxes	12,581		4,908

Total Operating Expenses	Total Operating Expenses	49,927		33,082		Total Operating Expenses	86,238		39,610

Operating Income	Operating Income	79,729		53,659		Operating Income	155,943		59,639

Non-Operating Income (Expense)	Non-Operating Income (Expense)					Non-Operating Income (Expense)
Gain (loss) on commodity derivatives, net	Gain (loss) on commodity derivatives, net	(140,242)		(18,259)		Gain (loss) on commodity derivatives, net	4,832		(88,554)
Interest expense, net	Interest expense, net	(6,557)		(7,019)		Interest expense, net	(12,173)		(7,433)
Other income (expense), net	Other income (expense), net	61		(1)		Other income (expense), net	5		(3)

Income (Loss) Before Income Taxes	Income (Loss) Before Income Taxes	(67,009)		28,380		Income (Loss) Before Income Taxes	148,607		(36,351)

Provision (Benefit) for Income Taxes	Provision (Benefit) for Income Taxes	(2,754)		—		Provision (Benefit) for Income Taxes	6,066		(408)

Net Income (Loss)	Net Income (Loss)	$	(64,255)	$	28,380	Net Income (Loss)	$	142,541	$	(35,943)

Per Share Amounts:	Per Share Amounts:					Per Share Amounts:

Basic Earnings (Loss) Per Share	Basic Earnings (Loss) Per Share	$	(3.84)	$	2.36	Basic Earnings (Loss) Per Share	$	6.39	$	(2.85)

Diluted Earnings (Loss) Per Share	Diluted Earnings (Loss) Per Share	$	(3.84)	$	2.31	Diluted Earnings (Loss) Per Share	$	6.29	$	(2.85)

Weighted-Average Shares Outstanding - Basic	Weighted-Average Shares Outstanding - Basic	16,719		12,029		Weighted-Average Shares Outstanding - Basic	22,308		12,629

Weighted-Average Shares Outstanding - Diluted	Weighted-Average Shares Outstanding - Diluted	16,719		12,294		Weighted-Average Shares Outstanding - Diluted	22,669		12,629

See accompanying Notes to Condensed Consolidated Financial Statements.	See accompanying Notes to Condensed Consolidated Financial Statements.					See accompanying Notes to Condensed Consolidated Financial Statements.

Table of Contents

Condensed Consolidated Statements of Operations (Unaudited)

SilverBow Resources, Inc. and Subsidiary (in thousands, except per-share amounts)


	Nine Months Ended September 30, 2022		Nine Months Ended September 30, 2021
Revenues:
Oil and gas sales	$	554,442	$	255,850

Operating Expenses:
General and administrative, net	14,840		14,872
Depreciation, depletion, and amortization	89,096		45,485
Accretion of asset retirement obligations	366		226
Lease operating expenses	37,095		18,767
Workovers	933		512
Transportation and gas processing	22,784		17,175
Severance and other taxes	30,183		11,974

Total Operating Expenses	195,297		109,011

Operating Income	359,145		146,839

Non-Operating Income (Expense)
Gain (loss) on commodity derivatives, net	(157,816)		(152,879)
Interest expense, net	(26,632)		(21,888)
Other income (expense), net	57		6

Income (Loss) Before Income Taxes	174,754		(27,922)

Provision (Benefit) for Income Taxes	7,678		(408)

Net Income (Loss)	$	167,076	$	(27,514)

Per Share Amounts:

Basic Earnings (Loss) Per Share	$	8.85	$	(2.24)

Diluted Earnings (Loss) Per Share	$	8.69	$	(2.24)

Weighted-Average Shares Outstanding - Basic	18,885		12,283

Weighted-Average Shares Outstanding - Diluted	19,237		12,283

See accompanying Notes to Condensed Consolidated Financial Statements.

Table of Contents

Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)

SilverBow Resources, Inc. and Subsidiary (in thousands, except share amounts)


		Common Stock		Additional Paid-In Capital		Treasury Stock		Retained Earnings (Accumulated Deficit)		Total			Common Stock		Additional Paid-In Capital		Treasury Stock		Retained Earnings (Accumulated Deficit)		Total
Balance, December 31, 2020	Balance, December 31, 2020	$	121	$	297,712	$	(2,372)	$	(204,428)	$	91,033	Balance, December 31, 2020	$	121	$	297,712	$	(2,372)	$	(204,428)	$	91,033

Purchase of treasury shares (60,177 shares)	Purchase of treasury shares (60,177 shares)	—		—		(488)		—		(488)		Purchase of treasury shares (60,177 shares)	—		—		(488)		—		(488)

Vesting of share-based compensation (283,113 shares)	Vesting of share-based compensation (283,113 shares)	2		(2)		—		—		—		Vesting of share-based compensation (283,113 shares)	2		(2)		—		—		—
Share-based compensation	Share-based compensation	—		1,131		—		—		1,131		Share-based compensation	—		1,131		—		—		1,131
Net Income	Net Income	—		—		—		28,380		28,380		Net Income	—		—		—		28,380		28,380
Balance, March 31, 2021	Balance, March 31, 2021	$	123	$	298,841	$	(2,860)	$	(176,048)	$	120,056	Balance, March 31, 2021	$	123	$	298,841	$	(2,860)	$	(176,048)	$	120,056

Purchase of treasury shares (13,969 shares)												Purchase of treasury shares (13,969 shares)	—		—		(115)		—		(115)
Vesting of share-based compensation (51,332 shares)												Vesting of share-based compensation (51,332 shares)	1		(1)		—		—		—
Share-based compensation												Share-based compensation	—		1,248		—		—		1,248
Net Loss												Net Loss	—		—		—		(19,951)		(19,951)
Balance, June 30, 2021												Balance, June 30, 2021	$	124	$	300,088	$	(2,975)	$	(195,999)	$	101,238
Purchase of treasury shares (440 shares)												Purchase of treasury shares (440 shares)	—		—		(9)		—		(9)
Vesting of share-based compensation (1,802 shares)												Vesting of share-based compensation (1,802 shares)	—		—		—		—		—
Issuance of common stock (669,600 shares)												Issuance of common stock (669,600 shares)	7		12,749		—		—		12,756
Issuance pursuant to acquisition (516,675 shares)												Issuance pursuant to acquisition (516,675 shares)	5		10,018		—		—		10,023
Share-based compensation												Share-based compensation	—		1,251		—		—		1,251
Net Loss												Net Loss	—		—		—		(35,943)		(35,943)
Balance, September 30, 2021												Balance, September 30, 2021	$	136	$	324,106	$	(2,984)	$	(231,942)	$	89,316

Balance, December 31, 2021	Balance, December 31, 2021	$	168	$	413,017	$	(2,984)	$	(117,669)	$	292,532	Balance, December 31, 2021	$	168	$	413,017	$	(2,984)	$	(117,669)	$	292,532

Purchase of treasury shares (96,012 shares)	Purchase of treasury shares (96,012 shares)	—		—		(2,462)		—		(2,462)		Purchase of treasury shares (96,012 shares)	—		—		(2,462)		—		(2,462)
Treasury shares pursuant to purchase price adjustment (41,191 shares)	Treasury shares pursuant to purchase price adjustment (41,191 shares)	—		—		(1,146)		—		(1,146)		Treasury shares pursuant to purchase price adjustment (41,191 shares)	—		—		(1,146)		—		(1,146)
Vesting of share-based compensation (318,390 shares)	Vesting of share-based compensation (318,390 shares)	3		(3)		—		—		—		Vesting of share-based compensation (318,390 shares)	3		(3)		—		—		—
Issuance pursuant to acquisition (489 shares)	Issuance pursuant to acquisition (489 shares)	—		12		—		—		12		Issuance pursuant to acquisition (489 shares)	—		12		—		—		12
Share-based compensation	Share-based compensation	—		1,101		—		—		1,101		Share-based compensation	—		1,101		—		—		1,101
Net Loss	Net Loss	—		—		—		(64,255)		(64,255)		Net Loss	—		—		—		(64,255)		(64,255)
Balance, March 31, 2022	Balance, March 31, 2022	$	171	$	414,127	$	(6,592)	$	(181,924)	$	225,782	Balance, March 31, 2022	$	171	$	414,127	$	(6,592)	$	(181,924)	$	225,782
Stock options exercised (4,497 shares)												Stock options exercised (4,497 shares)	—		39		—		—		39
Purchase of treasury shares (16,485 shares)												Purchase of treasury shares (16,485 shares)	—		—		(503)		—		(503)
Vesting of share-based compensation (57,355 shares)												Vesting of share-based compensation (57,355 shares)	1		(1)		—		—		—

Issuance pursuant to acquisitions (5,448,472 shares)												Issuance pursuant to acquisitions (5,448,472 shares)	55		157,338		—		—		157,393
Share-based compensation												Share-based compensation	—		1,756		—		—		1,756
Net Income												Net Income	—		—		—		88,790		88,790
Balance, June 30, 2022												Balance, June 30, 2022	$	227	$	573,259	$	(7,095)	$	(93,134)	$	473,257
Stock options exercised (11,087 shares)												Stock options exercised (11,087 shares)	—		387		—		—		387
Purchase of treasury shares (7,853 shares)												Purchase of treasury shares (7,853 shares)	—		—		(432)		—		(432)
Treasury shares pursuant to purchase price adjustment (184 shares)												Treasury shares pursuant to purchase price adjustment (184 shares)	—		—		(7)		—		(7)

Share-based compensation												Share-based compensation	—		1,239		—		—		1,239
Net Income												Net Income	—		—		—		142,541		142,541
Balance, September 30, 2022												Balance, September 30, 2022	$	227	$	574,885	$	(7,534)	$	49,407	$	616,985
See accompanying Notes to Condensed Consolidated Financial Statements.	See accompanying Notes to Condensed Consolidated Financial Statements.											See accompanying Notes to Condensed Consolidated Financial Statements.

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Condensed Consolidated Statements of Cash Flows (Unaudited)

SilverBow Resources, Inc. and Subsidiary (in thousands)


		Three Months Ended March 31, 2022		Three Months Ended March 31, 2021			Nine Months Ended September 30, 2022		Nine Months Ended September 30, 2021
Cash Flows from Operating Activities:	Cash Flows from Operating Activities:					Cash Flows from Operating Activities:
Net income (loss)	Net income (loss)	$	(64,255)	$	28,380	Net income (loss)	$	167,076	$	(27,514)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities	Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities					Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
Depreciation, depletion, and amortization	Depreciation, depletion, and amortization	21,154		13,393		Depreciation, depletion, and amortization	89,096		45,485

Accretion of asset retirement obligations	Accretion of asset retirement obligations	99		75		Accretion of asset retirement obligations	366		226
Deferred income taxes	Deferred income taxes	(2,902)		—		Deferred income taxes	7,496		—
Share-based compensation	Share-based compensation	1,047		1,070		Share-based compensation	3,901		3,450
(Gain) Loss on derivatives, net	(Gain) Loss on derivatives, net	140,242		18,259		(Gain) Loss on derivatives, net	157,816		152,879
Cash settlement (paid) received on derivatives	Cash settlement (paid) received on derivatives	(24,554)		(3,063)		Cash settlement (paid) received on derivatives	(182,058)		(28,976)
Settlements of asset retirement obligations	Settlements of asset retirement obligations	(38)		(104)		Settlements of asset retirement obligations	(47)		(151)

Write down of debt issuance cost						Write down of debt issuance cost	350		229
Other	Other	1,138		344		Other	(6,425)		1,883
Change in operating assets and liabilities:	Change in operating assets and liabilities:					Change in operating assets and liabilities:
(Increase) decrease in accounts receivable and other current assets	(Increase) decrease in accounts receivable and other current assets	2,794		(878)		(Increase) decrease in accounts receivable and other current assets	(47,320)		(20,941)
Increase (decrease) in accounts payable and accrued liabilities	Increase (decrease) in accounts payable and accrued liabilities	(10,144)		10,301		Increase (decrease) in accounts payable and accrued liabilities	20,260		7,215
Increase (decrease) in income taxes payable	Increase (decrease) in income taxes payable	149		—		Increase (decrease) in income taxes payable	(21)		—
Increase (decrease) in accrued interest	Increase (decrease) in accrued interest	165		69		Increase (decrease) in accrued interest	1,688		(137)
Net Cash Provided by (Used in) Operating Activities	Net Cash Provided by (Used in) Operating Activities	64,895		67,846		Net Cash Provided by (Used in) Operating Activities	212,178		133,648
Cash Flows from Investing Activities:	Cash Flows from Investing Activities:					Cash Flows from Investing Activities:
Additions to property and equipment	Additions to property and equipment	(35,228)		(35,852)		Additions to property and equipment	(163,567)		(98,219)
Acquisition of oil and gas properties, net of purchase price adjustments	Acquisition of oil and gas properties, net of purchase price adjustments	436		(205)		Acquisition of oil and gas properties, net of purchase price adjustments	(293,880)		(13,219)

Proceeds from the sale of property and equipment						Proceeds from the sale of property and equipment	4,415		—
Payments on property sale obligations						Payments on property sale obligations	(750)		(1,084)

Net Cash Provided by (Used in) Investing Activities	Net Cash Provided by (Used in) Investing Activities	(34,792)		(36,057)		Net Cash Provided by (Used in) Investing Activities	(453,782)		(112,522)
Cash Flows from Financing Activities:	Cash Flows from Financing Activities:					Cash Flows from Financing Activities:

Proceeds from bank borrowings	Proceeds from bank borrowings	122,000		57,000		Proceeds from bank borrowings	679,000		195,000
Payments of bank borrowings	Payments of bank borrowings	(149,000)		(87,000)		Payments of bank borrowings	(426,000)		(227,000)

Net proceeds from issuances of common stock						Net proceeds from issuances of common stock	—		12,756
Net proceeds from stock options exercised						Net proceeds from stock options exercised	39		—
Purchase of treasury shares	Purchase of treasury shares	(2,462)		(488)		Purchase of treasury shares	(3,404)		(612)
Payments of debt issuance costs	Payments of debt issuance costs	(117)		—		Payments of debt issuance costs	(7,228)		(2,400)
Net Cash Provided by (Used in) Financing Activities	Net Cash Provided by (Used in) Financing Activities	(29,579)		(30,488)		Net Cash Provided by (Used in) Financing Activities	242,407		(22,256)
Net Increase (Decrease) in Cash and Cash Equivalents	Net Increase (Decrease) in Cash and Cash Equivalents	524		1,301		Net Increase (Decrease) in Cash and Cash Equivalents	803		(1,130)
Cash and Cash Equivalents at Beginning of Period	Cash and Cash Equivalents at Beginning of Period	1,121		2,118		Cash and Cash Equivalents at Beginning of Period	1,121		2,118
Cash and Cash Equivalents at End of Period	Cash and Cash Equivalents at End of Period	$	1,645	$	3,419	Cash and Cash Equivalents at End of Period	$	1,924	$	988
Supplemental Disclosures of Cash Flow Information:	Supplemental Disclosures of Cash Flow Information:					Supplemental Disclosures of Cash Flow Information:
Cash paid during period for interest, net of amounts capitalized	Cash paid during period for interest, net of amounts capitalized	$	5,816	$	6,424	Cash paid during period for interest, net of amounts capitalized	$	22,701	$	20,277

Non-cash Investing and Financing Activities:	Non-cash Investing and Financing Activities:					Non-cash Investing and Financing Activities:
Changes in capital accounts payable and capital accruals	Changes in capital accounts payable and capital accruals	$	5,037	$	(3,588)	Changes in capital accounts payable and capital accruals	$	60,595	$	11,393
Non-cash equity consideration for acquisitions	Non-cash equity consideration for acquisitions	$	1,134	$	—	Non-cash equity consideration for acquisitions	$	(156,259)	$	(10,023)

See accompanying Notes to Condensed Consolidated Financial Statements.	See accompanying Notes to Condensed Consolidated Financial Statements.					See accompanying Notes to Condensed Consolidated Financial Statements.

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Notes to Condensed Consolidated Financial Statements (Unaudited)

SilverBow Resources, Inc. and Subsidiary

(1) General Information

SilverBow Resources, Inc. (“SilverBow,” the “Company,” or “we”) is an independent oil and gas company headquartered in Houston, Texas. The Company's strategy is focused on acquiring and developing assets in the Eagle Ford and Austin Chalk located in South Texas. Being a committed and long-term operator in South Texas, the Company possesses a significant understanding of the reservoirs in the region. We leverage this competitive understanding to assemble high quality drilling inventory while continuously enhancing our operations to maximize returns on capital invested.

The condensed consolidated financial statements included herein are unaudited and certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been omitted pursuant to the rules and regulations of the Securities and Exchange Commission. We believe that the disclosures presented are adequate to allow the information presented not to be misleading. The condensed consolidated financial statements should be read in conjunction with the audited financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

(2) Summary of Significant Accounting Policies

Basis of Presentation. The condensed consolidated financial statements included herein reflect necessary adjustments, all of which were of a recurring nature unless otherwise disclosed herein, and are in the opinion of our management necessary for a fair presentation.

Principles of Consolidation. The accompanying condensed consolidated financial statements include the accounts of SilverBow and its wholly owned subsidiary, SilverBow Resources Operating LLC, which are engaged in the exploration, development, acquisition, and operation of oil and gas properties, with a focus on oil and natural gas reserves in the Eagle Ford trend in Texas. Our undivided interests in oil and gas properties are accounted for using the proportionate consolidation method, whereby our proportionate share of the assets, liabilities, revenues, and expenses are included in the appropriate classifications in the accompanying condensed consolidated financial statements. Intercompany balances and transactions have been eliminated in preparing the accompanying condensed consolidated financial statements.

Stockholder Rights Agreement. On September 20, 2022, the Board adopted a stockholder rights agreement (the “Rights Agreement”) and declared a dividend distribution of one right (each, a “Right” and together with all such rights distributed or issued pursuant to the Rights Agreement, dated as of September 20, 2022, by and between the Company and American Stock Transfer & Trust Company, LLC, as rights agent, the “Rights”) for each outstanding share of Company common stock to holders of record on October 5, 2022. In the event that a person or group acquires beneficial ownership of 15% or more of the Company’s then-outstanding common stock, subject to certain exceptions, each Right would entitle its holder (other than such person or members of such group) to purchase additional shares of Company common stock at a substantial discount to the public market price. In addition, at any time after a person or group acquires beneficial ownership of 15% or more of the outstanding common stock, subject to certain exceptions, the Board may direct the Company to exchange the Rights (other than Rights owned by such person or certain related parties, which will have become null and void), in whole or in part, at an exchange ratio of one share of common stock per Right (subject to adjustment). While in effect, the Rights Agreement could make it more difficult for a third party to acquire control of the Company or a large block of the common stock of the Company without the approval of the Board. The Rights Agreement will expire on the earliest of (a) 5:00 p.m., New York City time, on the first business day after the 2023 annual stockholders’ meeting, (b) 5:00 p.m., New York City time, on June 30, 2023, (c) the time at which the Rights are redeemed and (d) the time at which the Rights are exchanged in full.

Subsequent Events. We have evaluated subsequent events requiring potential accrual or disclosure in our condensed consolidated financial statements. Effective April 12, 2022, the Company entered into the Ninth Amendment to its First Amended and Restated Senior Secured Revolving Credit Agreement (as defined below), in conjunction with our regularly scheduled borrowing base redetermination. The Ninth Amendment increased the borrowing base of our Credit Facility (as defined below) from $460.0 million to $525.0 million. See Note 6 for more information on the Ninth Amendment to the Credit Facility.

On ~~April 13,~~October 31, 2022, ~~SilverBow entered into~~the Company closed a ~~definitive agreement (the “Purchase Agreement”) with Sundance Energy, Inc.~~transaction to acquire Eagle Ford and ~~certain affiliated entities (collectively, “Sundance”), to acquire~~Austin Chalk oil and gas assets in ~~the Eagle Ford (the “Sundance Transaction”). Consideration~~DeWitt and Gonzales counties. After consideration of closing adjustments, SilverBow paid $79.3 million for the Sundance Transaction includes approximately $225 million in cash and 4.1 million shares of common stock of SilverBow. As part of the Purchase Agreement, the purchase price will be reduced by $16.5 million related to SilverBow assuming Sundance's outstanding commodity derivatives positions.assets. The Sundance Transaction also includes up to two earn-out payments of $7.5 million per year for each of 2022 and 2023, contingent upon the average monthly settlement price of NYMEX West Texas Intermediate crude oil exceeding $95 per barrel for the period from April 13, 2022 through December 31, 2022 and $85 per barrel for 2023. The Sundance Transaction is expected to close in June or July 2022. The closing of the transactionacquisition is subject to ~~SilverBow shareholder approval and satisfaction or waiver~~further customary post-closing adjustments. As of ~~customary closing conditions.~~

~~As provided for~~September 30, 2022, the Company paid an $8.7 million deposit associated with this acquisition which is recorded in “Other long-term assets” in the Purchase Agreement, if Sundance has the right to terminate the Purchase Agreement due to SilverBow’s material breach of its representations, warranties or covenants or failure to deliver closing deliverables then Sundance may (a) seek all remedies available at law, including specific performance, or (b) terminate the Purchase Agreement and collect the deposit as liquidated damages. If SilverBow has the right to terminate the Purchase Agreement due to Sundance’s material breach of their respective representations, warranties or covenants or failure to deliver closing deliverables, then SilverBow shall have the right, as its sole and exclusive remedy, to terminate the Purchase Agreement, receive the deposit back and collect a termination fee in the amount of $3.2 million as liquidated damages. If the Purchase Agreement is terminated by Sundance prior to the special meeting and shareholder approval in the event of a Change in Recommendation (as defined in the Purchase Agreement), then Sundance shall be entitled to collect $3.2 million from the deposit as liquidated damages.accompanying condensed consolidated balance sheet. The company did not incur any significant third party transaction costs associated with this acquisition.

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~~remaining deposit will be returned to SilverBow. If the Purchase Agreement is terminated for any other reason, SilverBow will receive the deposit back~~

On April 13, 2022, the Company also entered into a definitive agreement to acquire oil and gas assets in the Eagle Ford from SandPoint Operating, LLC, a subsidiary of SandPoint Resources, LLC (collectively, “SandPoint,”) for a total purchase price consisting of $31 million in cash, subject to customary closing adjustments and 1.3 million shares of SilverBow common stock. The SandPoint acquisition is expected to close in May 2022.

Through ~~April 30,~~October 31, 2022, the Company entered into additional derivative contracts. The following tables summarize the weighted-average prices as well as future production volumes for our future derivative contracts entered into after ~~March 31,~~September 30, 2022:


Oil Derivative Contracts (New York Mercantile Exchange (“NYMEX”) West Texas Intermediate (“WTI”) Settlements)		Total Volumes (Bbls)	Weighted-Average Price
Swap Contracts
2022 Contracts
3Q22		46,000	$	99.40
4Q22		76,500	$	96.62
Natural Gas Derivative Contracts (NYMEX Henry Hub Settlements)					Natural Gas Derivative Contracts (NYMEX Henry Hub Settlements)	Total Volumes (MMBtu)	Weighted-Average Collar Floor Price		Weighted-Average Collar Call Price
Collar Contracts					Collar Contracts
2023 Contracts	2023 Contracts				2023 Contracts
1Q23	1Q23	67,500	$	93.13	1Q23	900,000	$	5.00	$	7.55
2Q23	2Q23	45,500	$	90.05	2Q23	910,000	$	4.00	$	5.20
3Q23	3Q23	46,000	$	87.60	3Q23	920,000	$	4.00	$	5.52
4Q23	4Q23	92,000	$	85.73	4Q23	920,000	$	4.50	$	6.08
2024 Contracts	2024 Contracts				2024 Contracts
1Q24	1Q24	91,000	$	83.50	1Q24	910,000	$	4.75	$	6.25
2Q24	2Q24	113,750	$	81.80	2Q24	910,000	$	3.75	$	4.45
3Q24	3Q24	115,000	$	79.96	3Q24	920,000	$	3.75	$	4.70
4Q24	4Q24	115,000	$	78.36	4Q24	920,000	$	4.00	$	5.42

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Natural Gas Basis Derivative Swaps (East Texas Houston Ship Channel vs. NYMEX Settlements)	Total Volumes (MMBtu)	Weighted-Average Price
2023 Contracts
1Q23	3,600,000	$	(0.03)
2Q23	3,640,000	$	(0.24)
3Q23	3,680,000	$	(0.21)
4Q23	3,680,000	$	(0.28)

Natural Gas Derivative Contracts
(NYMEX Henry Hub Settlements) Total Volumes
(MMBtu) Weighted-Average Price Weighted-Average Price Weighted-Average Collar Call Price
Swap Contracts
2022 Contracts
3Q22 920,000 $ 7.19
4Q22 920,000 $ 7.30
2023 Contracts
1Q23 900,000 $ 7.12
2Q23 1,820,000 $ 4.68
3Q23 2,760,000 $ 4.67
4Q23 3,680,000 $ 4.84
2024 Contracts
1Q24 546,000 $ 4.95
2Q24 5,005,000 $ 3.87
3Q24 5,060,000 $ 3.94
4Q24 5,060,000 $ 4.21
Collar Contracts
2023 Contracts
1Q23 900,000 $ 6.00 $ 13.85
2Q23 1,820,000 $ 3.88 $ 4.75
3Q23 1,840,000 $ 3.88 $ 4.77
4Q23 1,840,000 $ 3.88 $ 5.28
2024 Contracts
1Q24 1,820,000 $ 4.00 $ 6.00


NGL Swaps (Mont Belvieu)	NGL Swaps (Mont Belvieu)	Total Volumes (Bbls)	Weighted-Average Price		NGL Swaps (Mont Belvieu)	Total Volumes (Bbls)	Weighted-Average Price
2022 Contracts
3Q22		76,500	$	42.92
4Q22		92,000	$	42.92
2023 Contracts	2023 Contracts				2023 Contracts
1Q23	1Q23	180,000	$	34.99	1Q23	45,000	$	27.09
2Q23	2Q23	182,000	$	34.99	2Q23	45,500	$	27.09
3Q23	3Q23	184,000	$	34.99	3Q23	46,000	$	27.09
4Q23	4Q23	184,000	$	34.99	4Q23	46,000	$	27.09
2023 Contracts
1Q24		127,400	$	29.39
2Q24		127,400	$	29.39
3Q24		128,800	$	29.39
4Q24		128,800	$	29.39

There were no other material subsequent events requiring additional disclosure in these condensed consolidated financial statements.

Use of Estimates. The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of certain assets and liabilities and the reported amounts of certain revenues and

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expenses during each reporting period. Such estimates and assumptions are subject to a number of risks and uncertainties that may cause actual results to differ materially from such estimates. Significant estimates and assumptions underlying these financial statements include:

•the estimated quantities of proved oil and natural gas reserves used to compute depletion of oil and natural gas properties, the related present value of estimated future net cash flows therefrom, and the Ceiling Test impairment calculation,

•estimates related to the collectability of accounts receivable and the creditworthiness of our customers,

•estimates of the counterparty bank risk related to letters of credit that our customers may have issued on our behalf,

•estimates of future costs to develop and produce reserves,

•accruals related to oil and gas sales, capital expenditures and lease operating expenses, ~~(“LOE”),~~

•estimates in the calculation of share-based compensation expense,

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•estimates of our ownership in properties prior to final division of interest determination,

•the estimated future cost and timing of asset retirement obligations,

•estimates made in our income tax calculations, including the valuation of our deferred tax assets,

•estimates in the calculation of the fair value of commodity derivative assets and liabilities,

•estimates in the assessment of current litigation claims against the Company,

•estimates used in the assessment of business combinations and asset purchases,

•estimates in amounts due with respect to open state regulatory audits, and

•estimates on future lease obligations.

While we are not currently aware of any material revisions to any of our estimates, there will likely be future revisions to our estimates resulting from matters such as new accounting pronouncements, changes in ownership interests, payouts, joint venture audits, reallocations by purchasers or pipelines, or other corrections and adjustments common in the oil and gas industry, many of which relate to prior periods. These types of adjustments cannot be currently estimated and are expected to be recorded in the period during which the adjustments are known.

We are subject to legal proceedings, claims, liabilities and environmental matters that arise in the ordinary course of business. We accrue for losses when such losses are considered probable and the amounts can be reasonably estimated.

Property and Equipment. We follow the “full-cost” method of accounting for oil and natural gas property and equipment costs. Under this method of accounting, all productive and nonproductive costs incurred in the exploration, development, and acquisition of oil and natural gas reserves are capitalized. Such costs may be incurred both prior to and after the acquisition of a property and include lease acquisitions, geological and geophysical services, drilling, completion, and equipment. Internal costs incurred that are directly identified with exploration, development, and acquisition activities undertaken by us for our own account, and which are not related to production, general corporate overhead, or similar activities, are also capitalized. For the three months ended ~~March 31,~~September 30, 2022 and 2021, such internal costs when capitalized totaled ~~$1.0~~$1.1 million and ~~$1.1~~$1.2 million, respectively. For the nine months ended September 30, 2022 and 2021, such internal costs when capitalized totaled $3.3 million and $3.5 million, respectively. Interest costs are also capitalized to unproved oil and natural gas properties. There was no capitalized interest on our unproved properties for ~~either~~ the three months ended ~~March 31,~~September 30, 2022 and 2021 and the nine months ended September 30, 2022 and 2021.

The “Property and Equipment” balances on the accompanying condensed consolidated balance sheets are summarized for presentation purposes. The following is a detailed breakout of our “Property and Equipment” balances (in thousands):


		March 31, 2022		December 31, 2021			September 30, 2022		December 31, 2021
Property and Equipment	Property and Equipment					Property and Equipment
Proved oil and gas properties	Proved oil and gas properties	$	1,621,948	$	1,588,978	Proved oil and gas properties	$	2,321,809	$	1,588,978
Unproved oil and gas properties	Unproved oil and gas properties	23,623		17,090		Unproved oil and gas properties	17,478		17,090
Furniture, fixtures and other equipment	Furniture, fixtures and other equipment	5,926		5,885		Furniture, fixtures and other equipment	6,030		5,885
Less – Accumulated depreciation, depletion, amortization & impairment	Less – Accumulated depreciation, depletion, amortization & impairment	(891,158)		(869,985)		Less – Accumulated depreciation, depletion, amortization & impairment	(959,139)		(869,985)
Property and Equipment, Net	Property and Equipment, Net	$	760,339	$	741,968	Property and Equipment, Net	$	1,386,178	$	741,968

No gains or losses are recognized upon the sale or disposition of oil and natural gas properties, except in transactions involving a significant amount of reserves or where the proceeds from the sale of oil and natural gas properties would

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significantly alter the relationship between capitalized costs and proved reserves of oil and natural gas attributable to a cost center. Internal costs associated with selling properties are expensed as incurred.

We compute the provision for depreciation, depletion and amortization (“DD&A”) of oil and natural gas properties using the unit-of-production method. Under this method, we compute the provision by multiplying the total unamortized costs of oil and natural gas properties, including future development costs, gas processing facilities, and both capitalized asset retirement obligations and undiscounted abandonment costs of wells to be drilled, net of salvage values, but excluding costs of unproved properties, by an overall rate determined by dividing the physical units of oil and natural gas produced (which excludes natural gas consumed in operations) during the period by the total estimated units of proved oil and natural gas reserves (which excludes natural gas consumed in operations) at the beginning of the period. Future development costs are estimated on a property-by-property basis based on current economic conditions. The period over which we will amortize these properties is dependent on our production from these properties in future years. Furniture, fixtures and other equipment are

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recorded at cost and are depreciated by the straight-line method at rates based on the estimated useful lives of the property, which range between two and 20 years. Repairs and maintenance are charged to expense as incurred.

Geological and geophysical (“G&G”) costs incurred on developed properties are recorded in “Proved oil and gas properties” and therefore subject to amortization. G&G costs incurred that are associated with unproved properties are capitalized in “Unproved oil and gas properties” and evaluated as part of the total capitalized costs associated with a prospect. The cost of unproved properties not being amortized is assessed quarterly, on a property-by-property basis, to determine whether such properties have been impaired. In determining whether such costs should be impaired, we evaluate current drilling results, lease expiration dates, current oil and gas industry conditions, economic conditions, capital availability and available geological and geophysical information. Any impairment assessed is added to the cost of proved properties being amortized.

Full-Cost Ceiling Test. At the end of each quarterly reporting period, the unamortized cost of oil and natural gas properties (including natural gas processing facilities, capitalized asset retirement obligations, net of related salvage values and deferred income taxes) is limited to the sum of the estimated future net revenues from proved properties (excluding cash outflows from recognized asset retirement obligations, including future development and abandonment costs of wells to be drilled, using the preceding 12-months’ average price based on closing prices on the first day of each month, adjusted for price differentials, discounted at 10% and the lower of cost or fair value of unproved properties) adjusted for related income tax effects (“Ceiling Test”).

The quarterly calculations of the Ceiling Test and provision for DD&A are based on estimates of proved reserves. There are numerous uncertainties inherent in estimating quantities of proved reserves and in projecting the future rates of production, timing and plan of development. The accuracy of any reserves estimate is a function of the quality of available data and of engineering and geological interpretation and judgment. Results of drilling, testing, and production subsequent to the date of the estimate may justify revision of such estimates. Accordingly, reserves estimates are often different from the quantities of oil and natural gas that are ultimately recovered. There was no impairment for the three months ended ~~March 31,~~September 30, 2022 and 2021 and the nine months ended September 30, 2022 and 2021.

If future capital expenditures outpace future discounted net cash flows in our reserve calculations, if we have significant declines in our oil and natural gas reserves volumes (which also reduces our estimate of discounted future net cash flows from proved oil and natural gas reserves) or if oil or natural gas prices decline, it is possible that non-cash write-downs of our oil and natural gas properties will occur again in the future. We cannot control and cannot predict what future prices for oil and natural gas will be; therefore, we cannot estimate the amount of any potential future non-cash write-down of our oil and natural gas properties due to decreases in oil or natural gas prices. However, it is reasonably possible that we will record additional Ceiling Test write-downs in future periods.

Accounts Receivable, Net. We assess the collectability of accounts receivable, and based on our judgment, we accrue a reserve when we believe a receivable may not be collected. At both ~~March 31,~~September 30, 2022 and December 31, 2021, we had an allowance for doubtful accounts of less than $0.1 million. The allowance for doubtful accounts has been deducted from the total “Accounts receivable, net” balance on the accompanying condensed consolidated balance sheets.

At ~~March 31,~~September 30, 2022, our “Accounts receivable, net” balance included ~~$43.0~~$91.6 million for oil and gas sales, ~~$1.6~~$2.8 million due from joint interest owners, ~~$1.0~~$2.6 million for severance tax credit receivables and ~~$0.5~~$5.6 million for other receivables. At December 31, 2021, our “Accounts receivable, net” balance included $45.3 million for oil and gas sales, $1.9 million due from joint interest owners, $1.0 million for severance tax credit receivables and $1.5 million for other receivables.

Supervision Fees. Consistent with industry practice, we charge a supervision fee to the wells we operate, including our wells, in which we own up to a 100% working interest. Supervision fees are recorded as a reduction to “General and

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administrative, net,” on the accompanying condensed consolidated statements of operations. The amount of supervision fees charged for each of the ~~three~~nine months ended ~~March 31,~~September 30, 2022 and 2021 did not exceed our actual costs incurred. The total amount of supervision fees charged to the wells we operated was ~~$1.6~~$2.8 million and ~~$1.2~~$1.3 million for the three months ended ~~March 31,~~September 30, 2022 and 2021, respectively, and $6.1 million and $3.6 million for the nine months ended September 30, 2022 and 2021, respectively.

Income Taxes. Deferred taxes are determined based on the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities, given the provisions of the enacted tax laws. Management has determined that it was not more likely than not that the Company would realize future cash benefits from its remaining federal carryover items and other federal deferred tax assets and, accordingly, has recorded a ~~full~~ valuation allowance to offset its net federal deferred tax assets in excess of deferred tax liabilities. The Company maintains a full valuation allowance against its net federal deferred tax assets in excess of deferred tax liabilities, with the exception of a $11.3 million and $5.5 million deferred

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tax liability that was recorded ~~for the year ending~~as of September 30, 2022 and December 31, ~~2021.~~2021, respectively. We recorded an income tax ~~benefit~~provision of ~~$2.8~~$6.1 million and $7.7 million for the three and nine months ended ~~March 31,~~September 30, 2022, respectively, which was primarily attributable to a deferred federal income tax ~~benefit~~expense and state deferred income tax ~~benefit.~~expense. The ~~benefit~~provision for the three and nine months ended ~~March 31,~~September 30, 2022 is a product of the overall forecasted annual effective tax rate applied to the year to date ~~loss,~~income. There was $0.4 million income tax benefit for both the three and ~~thus is~~nine months ended September 30, 2021.

As of the third quarter of 2022, the Company still maintains a ~~reduction~~full valuation allowance. Management will continue to assess available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit the use of deferred tax assets. The amount of the deferred tax ~~liability~~asset considered realizable, however, could be adjusted based on changes in subjective estimates of future taxable income or if objectively verifiable positive evidence is deemed to outweigh the objectively verifiable negative evidence. The Company intends to continue to record a full valuation allowance on its deferred tax assets until there is sufficient evidence to support the reversal of all or some portion of the allowance. However, if current commodity prices are sustained and absent any additional objectively verifiable negative evidence, it is reasonably possible that sufficient objectively verifiable positive evidence will exist within the next 12 months to adjust the current valuation allowance position. Exact timing and amount of the adjustment to the valuation allowance is unknown at ~~December 31, 2021. There was no income tax expense~~this time.

Section 382 of the Internal Revenue Code (“Section 382”) imposes limitations on a corporation’s ability to utilize its net operating losses (“NOLs”) if it experiences an ownership change. Generally, an “ownership change” occurs if one or ~~benefit for~~more shareholders, each of whom is deemed to own five percent or more in value of a corporation’s stock, increase their aggregate percentage ownership by more than 50 percent over the ~~three months ended March 31, 2021.~~lowest percentage of stock owned by those shareholders at any time during the preceding three-year period. In the event of an ownership change, utilization of the NOLs would be subject to an annual limitation under Section 382. We believe we had an ownership change in August 2022 and, therefore, are subject to an annual limitation on the usage of our NOLs generated prior to the ownership change. However, we do not expect to have any of our NOLs expire before becoming available to be utilized by the Company. Management will continue to monitor the potential impact of Section 382 with respect to our NOLs.

Our policy is to record interest and penalties relating to uncertain tax positions in income tax expense. At ~~March 31,~~September 30, 2022 and December 31, 2021, we did not have any accrued liability for uncertain tax positions and do not anticipate recognition of any significant liabilities for uncertain tax positions during the next 12 months.

On March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer-side Social Security payments, net operating loss carryback periods, alternative minimum tax credit refunds and modifications to the net interest deduction limitation. The CARES Act did not have a material impact on the Company's financial condition, results of operation, or liquidity.

Revenue Recognition. Our reported oil and gas sales are comprised of revenues from oil, natural gas and natural gas liquids (“NGLs”) sales. Revenues from each product stream are recognized at the point when control of the product is transferred to the customer and collectability is reasonably assured. Prices for our products are either negotiated on a monthly basis or tied to market indices. The Company has determined that these contracts represent performance obligations which are satisfied when control of the commodity transfers to the customer, typically through the delivery of the specified commodity to a designated delivery point. Natural gas revenues are recognized based on the actual volume of natural gas sold to the purchasers.

The following table provides information regarding our oil and gas sales, by product, reported on the Condensed Consolidated Statements of Operations for the three months ended ~~March 31,~~September 30, 2022 and 2021 and the nine months ended September 30, 2022 and 2021 (in thousands):


		Three Months Ended March 31, 2022		Three Months Ended March 31, 2021			Three Months Ended September 30, 2022		Three Months Ended September 30, 2021		Nine Months Ended September 30, 2022		Nine Months Ended September 30, 2021
Oil, natural gas and NGLs sales:	Oil, natural gas and NGLs sales:					Oil, natural gas and NGLs sales:
Oil	Oil	$	39,741	$	17,466	Oil	$	71,811	$	25,230	$	155,566	$	58,587
Natural gas	Natural gas	77,372		62,914		Natural gas	150,958		62,530		351,626		172,234
NGLs	NGLs	12,543		6,361		NGLs	19,412		11,489		47,250		25,029
Total	Total	$	129,656	$	86,741	Total	$	242,181	$	99,249	$	554,442	$	255,850

Accounts Payable and Accrued Liabilities. The “Accounts payable and accrued liabilities” balances on the accompanying condensed consolidated balance sheets are summarized below (in thousands):

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		March 31, 2022		December 31, 2021			September 30, 2022		December 31, 2021
Trade accounts payable	Trade accounts payable	$	9,862	$	9,688	Trade accounts payable	$	21,154	$	9,688
Accrued operating expenses	Accrued operating expenses	4,261		4,192		Accrued operating expenses	10,175		4,192
Accrued compensation costs	Accrued compensation costs	1,717		7,029		Accrued compensation costs	3,775		7,029
Asset retirement obligations – current portion	Asset retirement obligations – current portion	526		524		Asset retirement obligations – current portion	529		524
Accrued non-income based taxes	Accrued non-income based taxes	6,003		3,314		Accrued non-income based taxes	16,352		3,314
Accrued corporate and legal fees	Accrued corporate and legal fees	2,275		1,972		Accrued corporate and legal fees	560		1,972
WTI contingency payouts - current portion						WTI contingency payouts - current portion	2,948		—
Payable for settled derivatives	Payable for settled derivatives	14,970		6,371		Payable for settled derivatives	19,463		6,371
Other payables	Other payables	2,295		1,944		Other payables	5,151		1,944
Total accounts payable and accrued liabilities	Total accounts payable and accrued liabilities	$	41,909	$	35,034	Total accounts payable and accrued liabilities	$	80,107	$	35,034

Cash and Cash Equivalents. We consider all highly liquid instruments with an initial maturity of three months or less to be cash equivalents. These amounts do not include cash balances that are contractually restricted. The Company maintains cash and cash equivalent balances with major financial institutions, which at times exceed federally insured limits. The Company monitors the financial condition of the financial institutions and has experienced no losses associated with these accounts.

Treasury Stock. Our treasury stock repurchases are reported at cost and are included in “Treasury stock, held at cost” on the accompanying condensed consolidated balance sheets. For the ~~three~~nine months ended ~~March 31,~~September 30, 2022, we purchased ~~96,012~~120,350 treasury shares to satisfy withholding tax obligations arising upon the vesting of restricted shares and received ~~41,191~~41,375 shares in conjunction with our post-closing settlement for a previously disclosed acquisition. For the ~~three~~nine months ended ~~March 31,~~September 30, 2021 we purchased ~~60,177~~74,586 treasury shares to satisfy withholding tax obligations arising upon the vesting of restricted shares.

New Accounting Pronouncements. In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13 , Credit Losses - Measurement of Credit Losses on Financial Instruments. The standard changes how entities will measure credit losses for most financial assets, including accounts and notes receivables. The new standard replaces the existing incurred loss impairment methodology with a methodology that requires consideration of a broader range of reasonable and supportable forward-looking information to estimate all expected credit losses. The updated guidance is effective for the Company for annual and quarterly reporting periods beginning after December 15, 2022. We are currently reviewing these new requirements and adoption of this guidance is not expected to have a material impact on the Company’s financial statements or disclosures.

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting followed by ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope (“ASU 2021-01”), issued in January 2021. The guidance provides and clarifies optional expedients and exceptions for applying generally accepted accounting principles to contract modifications, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. The amendments within these ASUs were in effect for a limited time beginning March 12, 2020, and an entity may elect to apply the amendments prospectively through December 31, 2022. In April 2022, the FASB proposed to extend the effective date through December 31, 2024; however, a final ruling has not been issued. As of September 30, 2022, the Company has not elected to use the optional guidance and continues to evaluate the options provided by ASU 2020-04 and ASU 2021-01.

In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The guidance simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. Additionally, the amendment requires the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share (EPS). The guidance is effective the Company for fiscal years beginning after December 15, 2022. The adoption of this guidance is not expected to have a material impact on the Company’s financial statements or disclosures.

(3) Leases

The Company follows the Financial Accounting Standards Board's Accounting Standards Update 2016-02 and elected the package of practical expedients that allows an entity to carry forward historical accounting treatment relating to lease identification and classification for existing leases upon adoption and the practical expedient related to land easements that

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allows an entity to carry forward historical accounting treatment for land easements on existing agreements. The Company has made an accounting policy election to keep leases with an initial term of 12 months or less off the Consolidated Balance Sheets. We have elected to not account for lease and non-lease components separately.

The Company has contractual agreements for its corporate office lease, vehicle fleet, compressors, treating equipment, and for surface use rights. For leases with a primary term of more than 12 months, a right-of-use (“ROU”) asset and the corresponding lease liability is recorded. The Company determines at inception if an arrangement is an operating or financing lease. As of ~~March 31,~~September 30, 2022, all of the Company’s leases were operating leases.

The initial asset and liability balances are recorded at the present value of the payment obligations over the lease term. If lease terms include options to extend the lease and it is reasonably certain that the Company will exercise that option, the lease term used for capitalization includes the expected renewal periods. Most leases do not provide an implicit interest rate. Unless the lease contract contains an implicit interest rate, the Company uses its incremental borrowing rate at the time of lease inception to compute the fair value of the lease payments. The ROU asset balance and current and non-current lease liabilities are reported separately on the accompanying Condensed Consolidated Balance Sheets. Certain leases have payment terms that vary based on the usage of the underlying assets. Variable lease payments are not included in ROU assets and lease liabilities. The Company recognizes lease expense on a straight-line basis over the lease term.

Lease costs represent the straight-line lease expense of ROU assets and short-term leases. The components of lease cost are classified as follows (in thousands):


		Three Months Ended March 31, 2022		Three Months Ended March 31, 2021			Three Months Ended September 30, 2022		Three Months Ended September 30, 2021		Nine Months Ended September 30, 2022		Nine Months Ended September 30, 2021
Lease Costs Included in the Asset Additions in the Condensed Consolidated Balance Sheets	Lease Costs Included in the Asset Additions in the Condensed Consolidated Balance Sheets					Lease Costs Included in the Asset Additions in the Condensed Consolidated Balance Sheets
Property, plant and equipment acquisitions - short-term leases	Property, plant and equipment acquisitions - short-term leases	$	1,755	$	329	Property, plant and equipment acquisitions - short-term leases	$	5,850	$	1,189	$	9,883	$	3,009
Property, plant and equipment acquisitions - operating leases	Property, plant and equipment acquisitions - operating leases	—		—		Property, plant and equipment acquisitions - operating leases	—		—		—		—
Total lease costs in property, plant and equipment additions	Total lease costs in property, plant and equipment additions	$	1,755	$	329	Total lease costs in property, plant and equipment additions	$	5,850	$	1,189	$	9,883	$	3,009

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		Three Months Ended March 31, 2022		Three Months Ended March 31, 2021			Three Months Ended September 30, 2022		Three Months Ended September 30, 2021		Nine Months Ended September 30, 2022		Nine Months Ended September 30, 2021
Lease Costs Included in the Condensed Consolidated Statements of Operations	Lease Costs Included in the Condensed Consolidated Statements of Operations					Lease Costs Included in the Condensed Consolidated Statements of Operations
Lease operating expenses - short-term leases	Lease operating expenses - short-term leases	$	932	$	467	Lease operating expenses - short-term leases	$	1,714	$	314	$	3,677	$	1,399
Lease operating expenses - operating leases	Lease operating expenses - operating leases	1,852		1,165		Lease operating expenses - operating leases	2,163		1,504		6,118		3,774
General and administrative, net - operating leases	General and administrative, net - operating leases	189		172		General and administrative, net - operating leases	186		303		568		653
Total lease cost expensed	Total lease cost expensed	$	2,973	$	1,804	Total lease cost expensed	$	4,063	$	2,121	$	10,363	$	5,826

The lease term and the discount rate related to the Company's leases are as follows:


	~~March 31,~~September 30, 2022
Weighted-average remaining lease term (in years)	~~2.9~~2.6
Weighted-average discount rate	~~4.1~~4.4	%

As of ~~March 31,~~September 30, 2022, the Company's future undiscounted cash payment obligation for its operating lease liabilities are as follows (in thousands):

As of March 31, 2022
2022 (Remaining) $ 6,641
2023 7,578
2024 1,302
2025 781
2026 660
Thereafter 527
Total undiscounted lease payments 17,489
Present value adjustment (1,064)
Net operating lease liabilities $ 16,425

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	As of September 30, 2022
2022 (Remaining)	$	2,474
2023	8,675
2024	1,600
2025	839
2026	699
Thereafter	524
Total undiscounted lease payments	14,811
Present value adjustment	(853)
Net operating lease liabilities	$	13,958

Supplemental cash flow information related to leases was as follows (in thousands):


		Three Months Ended March 31, 2022		Three Months Ended March 31, 2021			Nine Months Ended September 30, 2022		Nine Months Ended September 30, 2021
Cash paid for amounts included in the measurement of lease liabilities;	Cash paid for amounts included in the measurement of lease liabilities;					Cash paid for amounts included in the measurement of lease liabilities;
Operating cash flows from operating leases	Operating cash flows from operating leases	$	2,025	$	1,335	Operating cash flows from operating leases	$	6,643	$	4,289

Non-cash Investing and Financing Activities	Non-cash Investing and Financing Activities					Non-cash Investing and Financing Activities
Additions to ROU assets obtained from new operating lease liabilities	Additions to ROU assets obtained from new operating lease liabilities	$	1,187	$	993	Additions to ROU assets obtained from new operating lease liabilities	$	4,453	$	6,541

(4) Share-Based Compensation

Share-Based Compensation Plans

In 2016, the Company adopted the 2016 Equity Incentive Plan (as amended from time to time, the “2016 Plan”). The Company also adopted the Inducement Plan (as amended from time to time, the “Inducement Plan,” and, together with the 2016 Plan, the “Plans”) on December 15, 2016.

The Company computes a deferred tax benefit for restricted stock units (“RSUs”), performance-based stock units (“PSUs”) and stock options expected to generate future tax deductions by applying its effective tax rate to the expense recorded. For RSUs, the Company's actual tax deduction is based on the value of the units at the time of vesting.

The expense for awards issued to both employees and non-employees, which was recorded in “General and administrative, net” in the accompanying condensed consolidated statements of operations was ~~$1.0~~$1.2 million ~~and $1.1 million~~ for both the three months ended ~~March 31,~~September 30, 2022 and 2021, and $3.9 million and $3.5 million for the nine months ended September 30, 2022 and 2021, respectively. Capitalized share-based compensation was less than $0.1 million for both the three months ended ~~March 31,~~September 30, 2022 and 2021 and $0.2 million for both the nine months ended September 30, 2022 and 2021.

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We view stock option awards and RSUs with graded vesting as single awards with an expected life equal to the average expected life of component awards, and we amortize the awards on a straight-line basis over the life of the awards. The Company accounts for forfeitures in compensation cost when they occur.

Stock Option Awards

The compensation cost related to stock option awards is based on the grant date fair value and is typically expensed over the vesting period (generally one to five years). We use the Black-Scholes option pricing model to estimate the fair value of stock option awards.

At ~~March 31,~~September 30, 2022, we had no unrecognized compensation cost related to stock option awards. The following table provides information regarding stock option award activity for the ~~three~~nine months ended ~~March 31,~~September 30, 2022:

Shares Wtd. Avg. Exer. Price
Options outstanding, beginning of period 276,009 $ 28.12
Options expired (64,263) $ 33.48
Options outstanding, end of period 211,746 $ 26.50
Options exercisable, end of period 211,746 $ 26.50

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	Shares	Wtd. Avg. Exer. Price
Options outstanding, beginning of period	276,009	$	28.12


Options expired	(64,263)	$	33.48
Options exercised	(15,584)	$	26.96
Options outstanding, end of period	196,162	$	26.46
Options exercisable, end of period	196,162	$	26.46

Our outstanding stock option awards had ~~$1.3~~$0.3 million measurable aggregate intrinsic value at ~~March 31,~~September 30, 2022. At ~~March 31,~~September 30, 2022, the weighted-average remaining contract life of stock option awards outstanding was ~~5.1~~4.6 years and exercisable was ~~5.1~~4.6 years. The total intrinsic value of stock option awards exercisable was ~~$1.3~~$0.3 million as of ~~March 31,~~September 30, 2022.

Restricted Stock Units

The compensation cost related to restricted stock awards is based on the grant date fair value and is typically expensed over the requisite service period (generally one to five years).

As of ~~March 31,~~September 30, 2022, we had ~~$4.4~~$3.4 million unrecognized compensation expense related to our RSUs which is expected to be recognized over a weighted-average period of ~~2.5~~2.2 years.

The following table provides information regarding RSU activity for the ~~three~~nine months ended ~~March 31,~~September 30, 2022:


		RSUs	Wtd. Avg. Grant Price			RSUs	Wtd. Avg. Grant Price
RSUs outstanding, beginning of period	RSUs outstanding, beginning of period	344,845	$	8.60	RSUs outstanding, beginning of period	344,845	$	8.60
RSUs granted	RSUs granted	170,866	$	25.22	RSUs granted	179,416	$	26.00

RSUs forfeited					RSUs forfeited	(8,734)	$	21.20
RSUs vested	RSUs vested	(220,578)	$	9.94	RSUs vested	(277,933)	$	8.86
RSUs outstanding, end of period	RSUs outstanding, end of period	295,133	$	17.22	RSUs outstanding, end of period	237,594	$	20.97

Performance-Based Stock Units

On May 21, 2019, the Company granted 99,500 PSUs for which the number of shares earned iswas based on the total shareholder return (“TSR”) of the Company's common stock relative to the TSR of its selected peers during the performance period from January 1, 2019 to December 31, 2021. The awards ~~contain~~contained market conditions which ~~allow~~allowed a payout ranging between 0% payout and 200% of the target payout. The fair value as of the grant date was $18.86 per unit or 112.9% of stock price. The awards ~~have~~had a cliff-vesting period of three years. In the first quarter of 2022, the Board and its Compensation Committee approved payout of these awards at 117% of target. Accordingly, 97,812 shares were issued on February 23, 2022.

On February 24, 2021, the Company granted 161,389 PSUs for which the number of shares earned is based on the TSR of the Company's common stock relative to the TSR of its selected peers during the performance period from January 1, 2021 to December 31, 2022. The awards contain market conditions which allow a payout ranging between 0% and 200% of the target payout. The fair value as of the grant date was $13.13 per unit or 157.6% of the stock price. The compensation expense for these awards is based on the per unit grant date valuation using a Monte Carlo simulation multiplied by the target payout level. The payout level is calculated based on actual stock price performance achieved during the performance period. The awards have a cliff-vesting period of two years. All PSUs granted remain outstanding related to this award as of ~~March 31,~~September 30, 2022.

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On February 23, 2022, the Company granted 122,111 PSUs for which the number of shares earned is based on the TSR of the Company's common stock relative to the TSR of its selected peers during the performance period from January 1, 2022 to December 31, 2024. The awards contain market conditions which allow a payout ranging between 0% and 200% of the target payout. The fair value as of the grant date was $36.47 per unit or 150.93% of the stock price. The compensation expense for these awards is based on the per unit grant date valuation using a Monte Carlo simulation multiplied by the target payout level. The payout level is calculated based on actual stock price performance achieved during the performance period. The

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awards have a cliff-vesting period of three years. All PSUs granted remain outstanding related to this award as of ~~March 31,~~September 30, 2022.

As of ~~March 31,~~September 30, 2022, we had ~~$5.2~~$3.8 million unrecognized compensation expense related to our PSUs based on the assumption of 100% target payout. The remaining weighted-average performance period is ~~2.3~~2.1 years.

The following table provides information regarding performance-based stock unit activity for the ~~three~~nine months ended ~~March 31,~~September 30, 2022:


		PSUs	Wtd. Avg. Grant Price			PSUs	Wtd. Avg. Grant Price
Performance based stock units outstanding, beginning of period	Performance based stock units outstanding, beginning of period	244,989	$	18.84	Performance based stock units outstanding, beginning of period	244,989	$	18.84
Performance based stock units granted	Performance based stock units granted	122,111	$	24.16	Performance based stock units granted	122,111	$	36.47
Performance based stock units incremental shares granted	Performance based stock units incremental shares granted	14,212	$	29.87	Performance based stock units incremental shares granted	14,212	$	18.86
Performance based stock units vested	Performance based stock units vested	(97,812)	$	29.87	Performance based stock units vested	(97,812)	$	18.86
Performance based stock units outstanding, end of period	Performance based stock units outstanding, end of period	283,500	$	17.88	Performance based stock units outstanding, end of period	283,500	$	23.18

(5) Earnings Per Share

Basic earnings per share (“Basic EPS”) has been computed using the weighted-average number of common shares outstanding during each period. Diluted earnings per share (“Diluted EPS”) assumes, as of the beginning of the period, exercise of stock options and RSU grants using the treasury stock method. Diluted EPS also assumes conversion of PSUs to common shares based on the number of shares (if any) that would be issuable, according to predetermined performance and market goals, if the end of the reporting period was the end of the performance period. Certain of our stock options and RSU grants that would potentially dilute Basic EPS in the future were also antidilutive for the three and nine months ended ~~March 31,~~September 30, 2022 and 2021 are discussed below.

The following is a reconciliation of the numerators and denominators used in the calculation of Basic EPS and Diluted EPS for the periods indicated below (in thousands, except per share amounts):


		Three Months Ended March 31, 2022					Three Months Ended March 31, 2021						Three Months Ended September 30, 2022					Three Months Ended September 30, 2021
		Net Income (Loss)		Shares	Per Share Amount		Net Income (Loss)		Shares	Per Share Amount			Net Income (Loss)		Shares	Per Share Amount		Net Income (Loss)		Shares	Per Share Amount
Basic EPS:	Basic EPS:											Basic EPS:
Net Income (Loss) and Share Amounts	Net Income (Loss) and Share Amounts	$	(64,255)	16,719	$	(3.84)	$	28,380	12,029	$	2.36	Net Income (Loss) and Share Amounts	$	142,541	22,308	$	6.39	$	(35,943)	12,629	$	(2.85)
Dilutive Securities:	Dilutive Securities:											Dilutive Securities:

Performance Based Stock Unit Awards												Performance Based Stock Unit Awards			169					—
RSU Awards	RSU Awards			—					265			RSU Awards			137					—

Stock Option Awards												Stock Option Awards			55					—
Diluted EPS:	Diluted EPS:											Diluted EPS:
Net Income (Loss) and Assumed Share Conversions	Net Income (Loss) and Assumed Share Conversions	$	(64,255)	16,719	$	(3.84)	$	28,380	12,294	$	2.31	Net Income (Loss) and Assumed Share Conversions	$	142,541	22,669	$	6.29	$	(35,943)	12,629	$	(2.85)

~~Approximately 0.2 million~~

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	Nine Months Ended September 30, 2022					Nine Months Ended September 30, 2021
	Net Income (Loss)		Shares	Per Share Amount		Net Income (Loss)		Shares	Per Share Amount
Basic EPS:
Net Income (Loss) and Share Amounts	$	167,076	18,885	$	8.85	$	(27,514)	12,283	$	(2.24)
Dilutive Securities:
Performance Based Stock Unit Awards			141					—
RSU Awards			171					—
Stock Option Awards			40					—
Diluted EPS:
Net Income (Loss) and Assumed Share Conversions	$	167,076	19,237	$	8.69	$	(27,514)	12,283	$	(2.24)

There were no antidilutive stock options ~~to purchase shares were not included in the computation of Diluted EPS~~ for the three months ended ~~March 31,~~September 30, 2022, ~~because they were antidilutive due to the net loss~~ while 0.3 million stock options to purchase shares were not included in the computation of Diluted EPS for the three months ended ~~March 31,~~September 30, 2021 because they were antidilutive. Less than 0.1 million and 0.3 million stock options to purchase shares were not included in the computation of Diluted EPS for the nine months ended September 30, 2022 and 2021, respectively, because they were antidilutive.

Less than 0.1 million ~~antidilutive~~ shares of RSUs ~~that could be converted to common shares~~ were not included in the computation of Diluted EPS for the three months ended ~~March 31,~~September 30, 2022 because they were antidilutive. There were 0.3 million shares of RSUs excluded from Diluted EPS for the three months ended September 30, 2021 because they were antidilutive due to the net ~~loss,~~

~~Table~~loss. Less than 0.1 million shares of ~~Contents~~

~~while approximately 0.2 million of~~ RSUs ~~that could be converted to common shares~~ were not included in the computation of Diluted EPS for the ~~three~~nine months ended ~~March 31,~~September 30, 2022 because they were antidilutive, while 0.3 million shares of RSUs were excluded from Diluted EPS for the nine months ended September 30, 2021 because they were ~~antidilutive.~~antidilutive due to the net loss.

There were no antidilutive shares of PSUs ~~that could be converted to common shares~~ for both the three and nine months ended ~~March 31, 2022, while approximately~~September 30, 2022. There were 0.1 million and less than 0.1 million shares of PSUs ~~that could be converted to common shares were not included in the computation of~~excluded from Diluted EPS for both the three and nine months ended ~~March 31,~~September 30, 2021, respectively, because they were ~~antidilutive.~~antidilutive due to the net loss.

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(6) Long-Term Debt

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


		March 31, 2022		December 31, 2021			September 30, 2022		December 31, 2021
Credit Facility Borrowings (1)	Credit Facility Borrowings (1)	$	200,000	$	227,000	Credit Facility Borrowings (1)	$	480,000	$	227,000
Second Lien Notes due 2026	Second Lien Notes due 2026	150,000		150,000		Second Lien Notes due 2026	150,000		150,000
		350,000		377,000			630,000		377,000
Unamortized discount on Second Lien Notes due 2026	Unamortized discount on Second Lien Notes due 2026	(1,016)		(1,061)		Unamortized discount on Second Lien Notes due 2026	(927)		(1,061)
Unamortized debt issuance cost on Second Lien Notes due 2026	Unamortized debt issuance cost on Second Lien Notes due 2026	(2,981)		(3,114)		Unamortized debt issuance cost on Second Lien Notes due 2026	(2,722)		(3,114)
Long-Term Debt, net	Long-Term Debt, net	$	346,003	$	372,825	Long-Term Debt, net	$	626,351	$	372,825

(1) Unamortized debt issuance costs on our Credit Facility borrowings are included in “Other Long-Term Assets” in our consolidated balance sheet. As of ~~March 31,~~September 30, 2022 and December 31, 2021, we had ~~$3.3~~$9.1 million and $3.6 million, respectively, in unamortized debt issuance costs on our Credit Facility borrowings.

Revolving Credit Facility. Amounts outstanding under our Credit Facility (defined below) were ~~$200.0~~$480.0 million and $227.0 million as of ~~March 31,~~September 30, 2022 and December 31, 2021, respectively. The Company is a party to a First Amended and Restated Senior Secured Revolving Credit Agreement with JPMorgan Chase Bank, National Association, as administrative agent, and certain lenders party thereto, as amended (such agreement, the “Credit Agreement” and the borrowing facility provided thereby, the “Credit Facility”). ~~Subsequent~~In conjunction with an unscheduled redetermination of the borrowing base requested by SilverBow along with its administrative agent as part of the SandPoint and Sundance transactions in the second quarter of 2022, the Company entered into the Tenth Amendment to the ~~first~~Credit Facility, effective June 22, 2022 (the “Tenth Amendment”), which among other things, increased the borrowing base under the Credit Facility to $775.0 million from $525.0 million, effective upon the closing of the Sundance transaction on June 30, 2022; extended the maturity date for the Credit Agreement to October 19, 2026 (or to the extent earlier, the date that is 91 days prior to the scheduled maturity of the Company's Second Lien notes); increased the maximum credit amounts from $1 billion to $2 billion; decreased the applicable margin used to calculate the interest rate under the Credit Facility by 50 basis points, with the specific applicable margins determined by reference to borrowing base utilization; decreased the mortgage coverage and title requirements from 90% to 85%; amended the restricted payment basket allowing the Company to make dividends or other distribution or return of capital to the extent that the Company's total leverage does not exceed 1.25x and the utilization percentage as of the date of such dividend or distribution is less than 80% after giving effect to such restricted payment; and added two new lenders as parties to the Credit Agreement. Earlier in the second quarter, ~~2022 and in conjunction with its regularly scheduled semi-annual redetermination,~~ the Company entered into the Ninth Amendment to the Credit Facility, effective April 12, 2022, ~~(the “Ninth Amendment”), which~~as part of the regular, semi-annual redetermination.Prior to the Tenth Amendment, the Ninth Amendment had previously, among other things, increased the borrowing base under the Credit ~~Facility~~Agreement from $460 million to ~~$525.0 million from $460.0~~$525 million.

~~The~~Effective upon the execution of the Tenth Amendment on June 22, 2022, the Credit Facility matures ~~April~~October 19, ~~2024~~2026 (or to the extent earlier, the date that is 91 days prior to the scheduled maturity of the Company's Second Lien notes), and provides for a maximum credit amount of ~~$1.0~~$2.0 billion, subject to the current borrowing base of ~~$525.0 million as of April 12, 2022.~~$775.0 million. The borrowing base is regularly redetermined in or about May and November of each calendar year and is subject to additional adjustments from time to time, including for asset sales, elimination or reduction of hedge positions and incurrence of other debt. Additionally, the Company and the administrative agent may request an unscheduled redetermination of the borrowing base between scheduled redeterminations. The amount of the borrowing base is determined by the lenders, in their discretion, in accordance with their oil and gas lending criteria at the time of the relevant redetermination. The Company may also request the issuance of letters of credit under the Credit Agreement in an aggregate amount up to $25.0 million, which reduces the amount of available borrowings under the borrowing base in the amount of such issued and outstanding letters of credit. There were no outstanding letters of credit as of ~~March 31,~~September 30, 2022, and no outstanding letters of credit as of December 31, 2021. Maintaining or increasing our borrowing base under our Credit Facility is dependent on many factors, including commodity prices, our hedge positions, changes in our lenders' lending criteria and our ability to raise capital to drill wells to replace produced reserves.

Interest under the Credit Facility accrues at the Company’s option either at an Alternate Base Rate plus the applicable margin (“ABR Loans”), the Adjusted Term Secured Overnight Financing Rate (“SOFR”) plus the applicable margin (“Term Benchmark Loans”) or Adjusted Daily Simple SOFR plus the applicable margin (“RFR Loans”). Effective ~~November 12, 2021,~~upon the execution of the Tenth Amendment on June 22, 2022, the applicable margin decreased by 50 basis points and ranged from ~~2.25%~~1.75% to ~~3.25%~~2.75% based on borrowing base utilization for ABR Loans and ~~3.25%~~2.75% to ~~4.25%~~3.75% based on borrowing base utilization for Term Benchmark Loans and RFR Loans. The Alternate Base Rate and SOFR are defined, and the applicable margins are set forth, in

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the Credit Agreement. Undrawn amounts under the Credit Facility are subject to a 0.5% commitment fee. To the extent that a payment default exists and is continuing, all amounts outstanding under the Credit Facility will bear interest at 2.0% per annum above the rate and margin otherwise applicable thereto. As of September 30, 2022, the Company's weighted average interest rate on Credit Facility borrowings was 6.08%.

The obligations under the Credit Agreement are secured, subject to certain exceptions, by a first priority lien on substantially all assets of the Company and its subsidiary, including a first priority lien on properties attributed with at least ~~90%~~85% of estimated proved reserves of the Company and its ~~subsidiary.~~subsidiary effective upon the execution of the Tenth Amendment on June 22, 2022.

The Credit Agreement contains the following financial covenants:

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•a ratio of total debt to earnings before interest, tax, depreciation and amortization (“EBITDA”), as defined in the Credit Agreement, for the most recently completed four fiscal quarters, not to exceed ~~(i) 3.25 to 1.00 as of the last day of each fiscal quarter for any fiscal quarter ending on or before December 31, 2021 and (ii)~~ 3.00 to 1.00 as of the last day of each fiscal ~~quarter, commencing with fiscal quarter ending March 31, 2022;~~quarter; and

•a current ratio, as defined in the Credit Agreement, which includes in the numerator available borrowings undrawn under the borrowing base, of not less than 1.00 to 1.00 as of the last day of each fiscal quarter.

As of ~~March 31,~~September 30, 2022, the Company was in compliance with all financial covenants under the Credit Agreement.

Additionally, the Credit Agreement contains certain representations, warranties and covenants, including but not limited to, limitations on incurring debt and liens, limitations on making certain restricted payments, limitations on investments, limitations on asset sales and hedge unwinds, limitations on transactions with affiliates and limitations on modifying organizational documents and material contracts. The Credit Agreement contains customary events of default. If an event of default occurs and is continuing, the lenders may declare all amounts outstanding under the Credit Facility to be immediately due and payable.

Total interest expense on the Credit Facility, which includes commitment fees and amortization of debt issuance costs, was ~~$3.2~~$8.3 million and ~~$2.5~~$2.8 million for the three months ended ~~March 31,~~September 30, 2022 and 2021, respectively, and $15.9 million and $8.1 million for the nine months ended September 30, 2022 and 2021, respectively. The amount of commitment fee amortization included in interest expense, net was $0.3 million and $0.1 million for the three months ended ~~March 31,~~September 30, 2022 and 2021, respectively, and $0.9 million and $0.3 million, for the nine months ended September 30, 2022 and 2021, respectively.

Senior Secured Second Lien Notes. On December 15, 2017, the Company entered into a Note Purchase Agreement for Senior Secured Second Lien Notes (as amended, the “Note Purchase Agreement,” and such second lien facility the “Second Lien”) among the Company as issuer, U.S. Bank National Association as agent and collateral agent, and certain holders that are a party thereto, and issued notes in an initial principal amount of $200.0 million, with a $2.0 million discount, for net proceeds of $198.0 million.

Effective November 12, 2021, the Company entered into the Second Amendment to the Note Purchase Agreement, which extended the maturity date from December 15, 2024 to December 15, 2026 subject to paying down the principal amount of the Second Lien from $200.0 million to $150.0 million. The Company made the $50.0 million redemption of the Second Lien Notes on November 29, 2021. The Company accounted for this paydown as a debt modification and incurred approximately $0.1 million in third party fees in connection with the amendment. The unamortized debt issuance cost and discount on the Second Lien Notes will be amortized through the new maturity date of December 15, 2026.

Interest on the Second Lien is payable quarterly and accrues at LIBOR plus 7.5%; provided that if LIBOR ceases to be available, the Second Lien provides for a mechanism to use ABR (an alternate base rate) plus 6.5% as the applicable interest rate. The definitions of LIBOR and ABR are set forth in the Note Purchase Agreement. To the extent that a payment, insolvency, or, at the holders’ election, another default exists and is continuing, all amounts outstanding under the Second Lien will bear interest at 2.0% per annum above the rate and margin otherwise applicable thereto. Additionally, to the extent the Company were to default on the Second Lien, this would potentially trigger a cross-default under our Credit Facility.

The Company has the right, to the extent permitted under the Credit Facility and subject to the terms and conditions of the Second Lien, to optionally prepay the notes, subject to a repayment fee of 1.0% of the principal amount of the Second Lien being prepaid through December 15, 2022; and thereafter, no premium. Additionally, the Second Lien contains customary mandatory prepayment obligations upon asset sales (including hedge terminations), casualty events and incurrences of certain

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debt, subject to, in certain circumstances, reinvestment periods. Management believes the probability of mandatory prepayment due to default is remote.

The obligations under the Second Lien are secured, subject to certain exceptions and other permitted liens (including the liens created under the Credit Facility), by a perfected security interest, second in priority to the liens securing our Credit Facility, and mortgage lien on substantially all assets of the Company and its subsidiary, including a mortgage lien on oil and gas properties attributed with at least 90% of estimated PV-9 (defined below), of proved reserves of the Company and its subsidiary and 90% of the book value attributed to the PV-9 of the non-proved oil and gas properties of the Company. PV-9 is determined using commodity price assumptions by the administrative agent of the Credit Facility. PV-9 value is the estimated future net revenues to be generated from the production of proved reserves discounted to present value using an annual discount rate of 9%.

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The Second Lien contains an Asset Coverage Ratio, which is only tested (i) as a condition to issuance of additional notes and (ii) in connection with certain asset sales in order to determine whether the proceeds of such asset sale must be applied as a prepayment of the notes and includes in the numerator of the PV-10 (defined below), based on forward strip pricing, plus the swap mark-to-market value of the commodity derivative contracts of the Company and its restricted subsidiary and in the denominator the total net indebtedness of the Company and its restricted subsidiary, of not less than 1.25 to 1.0 as of each date of determination (the “Asset Coverage Ratio”). PV-10 value is the estimated future net revenues to be generated from the production of proved reserves discounted to present value using an annual discount rate of 10%.

The Second Lien also contains a financial covenant measuring the ratio of total net debt-to-EBITDA, as defined in the Note Purchase Agreement, for the most recently completed four fiscal quarters, not to exceed ~~3.5 to 1.0 as of the last day of each fiscal quarter ending on or before December 31, 2021, (ii) and~~ 3.25 to 1.0 as of the last day of each fiscal ~~quarter, commencing with fiscal quarter ending March 31, 2022, and for any fiscal quarter thereafter.~~quarter. As of ~~March 31,~~September 30, 2022, the Company was in compliance with all financial covenants under the Second Lien.

The Second Lien contains certain customary representations, warranties and covenants, including but not limited to, limitations on incurring debt and liens, limitations on making certain restricted payments, limitations on investments, limitations on asset sales and hedge unwinds, limitations on transactions with affiliates and limitations on modifying organizational documents and material contracts. The Second Lien contains customary events of default. If an event of default occurs and is continuing, the lenders may declare all amounts outstanding under the Second Lien to be immediately due and payable.

As of ~~March 31,~~September 30, 2022, total net amounts recorded for the Second Lien were ~~$146.0~~$146.4 million, net of unamortized debt discount and debt issuance costs. Interest expense on the Second Lien totaled ~~$3.4~~$3.8 million and ~~$4.5~~$4.6 million for the three months ended ~~March 31,~~September 30, 2022 and 2021, respectively, and $10.7 million and $13.8 million for the nine months ended September 30, 2022 and 2021, respectively.

Debt Issuance Costs. Our policy is to capitalize upfront commitment fees and other direct expenses associated with our line of credit arrangement and then amortize such costs ratably over the term of the arrangement, regardless of whether there are any outstanding borrowings. During the nine months ended September 30, 2022 and 2021, the Company capitalized $7.2 million and $2.4 million, respectively, for debt issuance costs incurred in connection with the amendments to our Credit Facility. Additionally, the Company wrote-off $0.4 million and $0.2 million in debt issuance costs during the nine months ended September 30, 2022 and 2021, respectively, related to changes under our Credit Facility.

(7) Acquisitions and Dispositions

Bay De Chene Disposition

Effective December 22, 2017, the Company closed a purchase and sale contract to sell the Company's wellbores and facilities in the Bay De Chene field and recorded a $16.3 million obligation related to the funding of certain plugging and abandonment costs. Of the $16.3 million original obligation, ~~no amount~~$0.8 million and $1.1 million was paid during the ~~three~~nine months ended ~~March 31,~~September 30, 2022 and ~~2021. The~~2021, respectively. There is no remaining obligation under this contract ~~is $0.5 million and is carried in the accompanying condensed consolidated balance sheet current liability in “Accounts payable and accrued liabilities”~~ as of ~~March 31,~~September 30, 2022.

August 2021 Acquisition

On August 3, 2021, the Company acquired the remaining working interest in 12 wells that SilverBow operates and additional acreage in Webb ~~county.~~County. The total aggregate consideration was approximately $23.0 million, consisting of $13.0 million in cash and 516,675 shares of common stock valued at approximately $10.0 million based on the Company's share price on the closing date. Management determined that substantially all the fair value of the gross assets acquired were

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concentrated in the proved oil and gas properties and have therefore accounted for this transaction as an asset acquisition and allocated the purchase price based on the relative fair value of the assets acquired and liabilities assumed. As a result, we allocated substantially all of the purchase price to proved oil and gas properties.

October 2021 Acquisition

On October 1, 2021, we closed on an all-stock transaction to acquire oil and gas assets in the Eagle Ford with ~~three~~a seller and its two affiliated entities. The acquired assets include working interests in oil and gas properties across Atascosa, Fayette, Lavaca, McMullen and Live Oak counties. After consideration of closing adjustments, we issued 1,341,990 shares of our common stock valued at approximately $35.6 million, based on the Company's share price on the closing date. The acquisition was subject to further customary post-closing adjustments. We incurred approximately $0.6 million in transaction costs for the year ended December 31, 2021. Management determined that substantially all the fair value of the gross assets acquired were concentrated in the proved oil and gas properties and have therefore accounted for this transaction as an asset acquisition and allocated the purchase price based on the relative fair value of the assets acquired and liabilities assumed. As a result, we allocated substantially all of the purchase price to proved oil and gas properties. As part of the post-closing settlement of this acquisition,

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~~we received 41,191 shares back to our Treasury from two of~~ during the ~~entities, and~~nine months ended September 30, 2022 we issued 489 new shares ~~to one of the entities during the three months ended March 31, 2022.~~and received 41,375 shares back into treasury stock.

November 2021 Acquisition

On November 19, 2021, the Company closed on an acquisition of oil-weighted assets in the Eagle Ford. The acquired assets included wells and acreage in La Salle, McMullen, DeWitt and Lavaca counties. After consideration of closing adjustments, total aggregate consideration was approximately $77.4 million, consisting of $37.6 million in cash, 1,351,961 shares of our common stock valued at approximately $37.9 million based on the Company's share price on the closing date, and contingent consideration with an estimated fair value of $1.9 million. The contingent consideration consists of up to three earn-out payments of $1.6 million per year for each of 2022, 2023 and 2024, contingent upon the average monthly settlement price of WTI exceeding $70 per barrel for such year (“(the “2021 WTI Contingency Payout”). During the three and nine months ended ~~March 31,~~September 30, 2022, the Company recorded gains of $0.7 million and losses of ~~$1.2~~$0.8 million, respectively, related to the 2021 WTI Contingency Payout recorded in “Gain (loss) on commodity derivatives, net” on the accompanying condensed consolidated statements of operations. For further discussion of the fair value related to the Company's contingent consideration, refer to Note 9 of these Notes to Consolidated Financial Statements. ~~The acquisition is subject to further customary post-closing adjustments. We incurred approximately $0.3 million in transaction costs for the year ended December 31, 2021.~~ Management determined that substantially all the fair value of the gross assets acquired were concentrated in the proved oil and gas properties and have therefore accounted for this transaction as an asset acquisition and allocated the purchase price based on the relative fair value of the assets acquired and liabilities assumed. As a result, we allocated substantially all of the purchase price to proved oil and gas properties.

May 2022 Acquisition

On May 10, 2022, the Company closed the acquisition of certain oil and gas assets located in La Salle and McMullen Counties, Texas, as well as assumed the seller's commodity derivative contracts in place at the closing date, from SandPoint Operating, LLC, a subsidiary of SandPoint Resources, LLC. After consideration of closing adjustments, total aggregate consideration was approximately $67.5 million, consisting of $27.7 million in cash and 1,300,000 shares of our common stock valued at approximately $39.8 million based on the Company's share price on the closing date. We ~~received $0.4~~incurred approximately $0.5 million in transaction costs during the nine months ended September 30, 2022 related to the acquisition. Management determined that substantially all the fair value of the gross assets acquired were concentrated in the proved oil and gas properties and have therefore accounted for this transaction as an asset acquisition and allocated the purchase price based on the relative fair value of the assets acquired and liabilities assumed.

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The following table represents the allocation of the total cost of the acquisition to the assets acquired and liabilities assumed (in thousands):


Total Cost
Cash consideration	$	27,709
Equity consideration	39,767
Total Consideration	67,476

Transaction costs	466

Total Cost of Transaction	$	67,942

Allocation of Total Cost
Assets
Oil and gas properties	$	84,611
Total assets	84,611

Liabilities
Fair value of commodity derivatives	16,511
Asset retirement obligations	158
Total Liabilities	$	16,669

Net Assets Acquired	$	67,942

June 2022 Acquisition

On June 30, 2022, the Company closed the acquisition of certain oil and gas assets located in Atascosa, La Salle, Live Oak and McMullen Counties, Texas, as well as assumed the seller's commodity derivative contracts in place at the closing date, from Sundance Energy, Inc., and its affiliated entities Armadillo E&P, Inc. and SEA Eagle Ford, LLC. After consideration of closing adjustments, total aggregate consideration was approximately $346.1 million, consisting of $220.9 million in cash, 4,148,472 shares of our common stock valued at approximately $117.7 million based on the Company's share price on the closing date, accrued purchase price adjustments receivable of $1.0 million which is expected to be collected by the end of 2022 and contingent consideration with an estimated fair value of $8.6 million. The contingent consideration consists of up to two earn-out payments of $7.5 million each, contingent upon the average monthly settlement price of NYMEX West Texas Intermediate crude oil exceeding $95 per barrel for the period from April 13, 2022 through December 31, 2022 which would trigger a payment of $7.5 million in 2023 and $85 per barrel for 2023 which would trigger a payment of $7.5 million in 2024 (the “2022 WTI Contingency Payout”). During both the three and nine months ended September 30, 2022, the Company recorded gains of $5.4 million related to ~~this~~the 2022 WTI Contingency Payout recorded in “Gain (loss) on commodity derivatives, net” on the accompanying condensed consolidated statements of operations. For further discussion of the fair value related to the Company's contingent consideration, refer to Note 9 of these Notes to Consolidated Financial Statements. The acquisition is subject to further customary post-closing adjustments. We incurred approximately $6.5 million in transaction costs during the ~~three~~nine months ended ~~March 31, 2022.~~September 30, 2022 related to the acquisition. Management determined that substantially all the fair value of the gross assets acquired were concentrated in the proved oil and gas properties and have therefore accounted for this transaction as an asset acquisition and allocated the purchase price based on the relative fair value of the assets acquired and liabilities assumed.

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The following table represents the allocation of the total cost of the acquisition to the assets acquired and liabilities assumed (in thousands):


Total Cost
Cash consideration	$	220,866
Equity consideration	117,651
Fair value of contingent consideration	8,566
Accrued purchase price adjustments receivable	(1,000)
Total Consideration	346,083

Transaction costs	6,545

Total Cost of Transaction	$	352,628

Allocation of Total Cost
Assets
Other current assets	$	4,202
Oil and gas properties	397,448
Right of use assets	890
Total assets	402,540

Liabilities
Accounts payable and accrued liabilities	12,811
Fair value of commodity derivatives	33,767
Non-current lease liability	890
Asset retirement obligations	2,444
Total Liabilities	$	49,912

Net Assets Acquired	$	352,628

August 2022 Acquisition

On August 15, 2022, the Company closed the acquisition of certain oil and gas assets in Webb County, Texas. After consideration of closing adjustments, total consideration was approximately $31.8 million. The acquisition is subject to further customary post-closing adjustments. We did not incur any significant transaction costs during the nine months ended September 30, 2022 related to the acquisition. Management determined that substantially all the fair value of the gross assets acquired were concentrated in the proved oil and gas properties and have therefore accounted for this transaction as an asset acquisition and allocated the purchase price based on the relative fair value of the assets acquired and liabilities assumed.

2022 Non-strategic Dispositions

During 2022, the Company closed on multiple dispositions of non-strategic oil and gas assets. After consideration of closing adjustments, total proceeds from the dispositions were approximately $4.4 million. The transactions are subject to further customary post-closing adjustments. There was no gain or loss recognized in connection with the dispositions.

(8) Price-Risk Management Activities

Derivatives are recorded on the consolidated balance sheet at fair value with changes in fair value recognized in earnings. The changes in the fair value of our derivatives are recognized in “Gain (loss) on commodity derivatives, net” on the accompanying condensed consolidated statements of operations. The Company's price-risk management policy is to use derivative instruments to protect against declines in oil and natural gas prices, primarily through the purchase of commodity price swaps and collars as well as basis swaps.

During the three months ended ~~March 31,~~September 30, 2022 and 2021, the Company recorded losses of ~~$139.0~~$1.3 million and ~~$18.3~~$88.6 million, respectively, on its commodity derivatives. During the nine months ended September 30, 2022 and 2021, the Company

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recorded losses of $162.5 million and $152.9 million, respectively, on its commodity derivatives. During the three and nine months ended September 30, 2022, the Company recorded gains of $6.1 million and $4.7 million, respectively, related to valuation changes on the 2021 WTI Contingency Payout and 2022 WTI Contingency Payout. The Company made cash payments of ~~$24.6~~$182.1 million and ~~$3.1~~$29.0 million for settled derivative contracts during the ~~three~~nine months ended ~~March 31,~~September 30, 2022 and 2021, respectively.

At ~~March 31,~~September 30, 2022 and December 31, 2021, there was ~~$0.3~~$4.4 million and $0.9 million, respectively, in receivables for settled derivatives which were included on the accompanying condensed consolidated balance sheet in “Accounts receivable, net” and were subsequently collected in ~~April~~October 2022 and January 2022, respectively. At ~~March 31,~~September 30, 2022 and December 31, 2021, we also had ~~$15.0~~$19.5 million and $6.4 million, respectively, in payables for settled derivatives which were included on the accompanying condensed consolidated balance sheet in “Accounts payable and accrued liabilities” and were subsequently paid in ~~April~~October 2022 and January 2022, respectively.

The fair values of our swap contracts are computed using observable market data whereas our collar contracts are valued using a Black-Scholes pricing model. At ~~March 31,~~September 30, 2022, there was ~~$1.7~~$33.2 million and ~~less than $0.1~~$27.4 million in current unsettled derivative assets and long-term unsettled derivative assets, respectively, and ~~$140.9~~$108.6 million and ~~$19.1~~$30.0 million in current and long-term unsettled derivative liabilities, respectively. At December 31, 2021, there was $2.8 million and $0.2 million in current and long-term unsettled derivative assets, respectively, and $47.5 million and $8.6 million in current and long-term unsettled derivative liabilities, respectively.

The Company uses an International Swap and Derivatives Association master agreement for our derivative contracts. This is an industry-standardized contract containing the general conditions of our derivative transactions including provisions relating to netting derivative settlement payments under certain circumstances (such as default). For reporting purposes, the Company has elected to not offset the asset and liability fair value amounts of its derivatives on the accompanying condensed consolidated balance sheet. Under the right of set-off, there was a ~~$158.3~~$78.0 million net fair value liability at ~~March 31,~~September 30, 2022, and a $53.0 million net fair value liability at December 31, 2021. For further discussion related to the fair value of the Company's derivatives, refer to Note 9 of these Notes to Condensed Consolidated Financial Statements.

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The following tables summarize the weighted-average prices as well as future production volumes for our future derivative contracts in place as of ~~March 31,~~September 30, 2022:


Oil Derivative Contracts (New York Mercantile Exchange (“NYMEX”) WTI Settlements)		Total Volumes (Bbls)	Weighted-Average Price		Weighted-Average Collar Floor Price		Weighted-Average Collar Call Price
Oil Derivative Contracts (NYMEX WTI Settlements)									Oil Derivative Contracts (NYMEX WTI Settlements)	Total Volumes (Bbls)	Weighted-Average Price		Weighted-Average Collar Sub Floor Price		Weighted-Average Collar Floor Price		Weighted-Average Collar Call Price
Swap Contracts	Swap Contracts								Swap Contracts
2022 Contracts	2022 Contracts								2022 Contracts
2Q22		136,500	$	56.66
3Q22		276,600	$	53.27
4Q22		276,000	$	63.97
2023 Contracts
1Q23		194,675	$	69.12
2Q23		114,325	$	77.80
3Q23		122,980	$	71.81
4Q23		117,300	$	73.92
Collar Contracts
2022 Contracts
2Q22		161,350			$	48.21	$	55.16
3Q22		46,000			$	70.00	$	75.40
4Q22	4Q22	46,000			$	68.00	$	73.60	4Q22	559,876	$	74.00
2023 Contracts	2023 Contracts								2023 Contracts
1Q23	1Q23	45,000			$	65.00	$	72.80	1Q23	532,175	$	81.52
2Q23	2Q23	111,475			$	59.27	$	66.32	2Q23	494,575	$	80.75
3Q23	3Q23	46,000			$	63.00	$	69.10	3Q23	533,980	$	77.36
4Q23	4Q23	46,000			$	62.00	$	67.55	4Q23	569,300	$	78.26
2024 Contracts	2024 Contracts								2024 Contracts
1Q24	1Q24	36,400			$	70.00	$	80.15	1Q24	227,500	$	80.78
2Q24									2Q24	249,500	$	80.47
3Q24									3Q24	229,000	$	78.90
4Q24									4Q24	217,000	$	77.76
Collar Contracts									Collar Contracts
2022 Contracts									2022 Contracts
4Q22									4Q22	201,304					$	70.58	$	85.50
2023 Contracts									2023 Contracts
1Q23									1Q23	171,707					$	47.37	$	66.00
2Q23									2Q23	167,949					$	53.91	$	64.89
3Q23									3Q23	72,847					$	59.27	$	66.26
4Q23									4Q23	72,242					$	58.54	$	65.13
2024 Contracts									2024 Contracts
1Q24									1Q24	137,700					$	51.61	$	65.86
2Q24									2Q24	33,000					$	45.00	$	60.72
3-Way Collar Contracts									3-Way Collar Contracts
2022 Contracts									2022 Contracts
4Q22									4Q22	13,280			$	42.21	$	52.94	$	62.14
2023 Contracts									2023 Contracts
1Q23									1Q23	14,470			$	44.24	$	55.14	$	64.55
2Q23									2Q23	13,260			$	44.19	$	55.04	$	64.53
3Q23									3Q23	9,570			$	43.08	$	53.41	$	63.33
4Q23									4Q23	8,970			$	43.08	$	53.38	$	63.35
2024 Contracts									2024 Contracts
1Q24									1Q24	8,247			$	45.00	$	57.50	$	67.85
2Q24									2Q24	7,757			$	45.00	$	57.50	$	67.85

Natural Gas Derivative Contracts
(NYMEX Henry Hub Settlements) Total Volumes
(MMBtu) Weighted-Average Price Weighted-Average Collar Floor Price Weighted-Average Collar Call Price
Swap Contracts
2022 Contracts
2Q22 4,395,000 $ 3.20
3Q22 4,452,100 $ 3.13
4Q22 2,760,000 $ 3.14
Collar Contracts
2022 Contracts
2Q22 6,156,500 $ 2.29 $ 2.74
3Q22 7,659,000 $ 2.81 $ 3.23
4Q22 8,685,076 $ 2.87 $ 3.43
2023 Contracts
1Q23 10,147,000 $ 3.21 $ 4.21
2Q23 8,315,550 $ 2.89 $ 3.50
3Q23 7,999,400 $ 3.10 $ 3.69
4Q23 6,785,000 $ 3.37 $ 4.11
2024 Contracts
1Q24 3,185,000 $ 3.50 $ 5.34

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Natural Gas Basis Derivative Swaps
(East Texas Houston Ship Channel vs. NYMEX Settlements) Total Volumes
(MMBtu) Weighted-Average Price
2022 Contracts
2Q22 3,640,000 $ (0.051)
3Q22 3,680,000 $ (0.043)
4Q22 3,680,000 $ (0.048)


Natural Gas Derivative Contracts (NYMEX Henry Hub Settlements)	Total Volumes (MMBtu)	Weighted-Average Price		Weighted-Average Collar Sub Floor Price		Weighted-Average Collar Floor Price		Weighted-Average Collar Call Price
Swap Contracts
2022 Contracts
4Q22	4,267,284	$	2.64
2023 Contracts
1Q23	981,000	$	6.74
2Q23	3,816,000	$	4.55
3Q23	4,816,000	$	4.57
4Q23	3,887,000	$	4.71
2024 Contracts
1Q24	891,000	$	4.50
2Q24	5,525,000	$	3.89
3Q24	5,060,000	$	3.94
4Q24	5,060,000	$	4.21
Collar Contracts
2022 Contracts
4Q22	10,972,376					$	3.42	$	4.16
2023 Contracts
1Q23	13,067,900					$	3.79	$	5.36
2Q23	11,231,250					$	3.22	$	3.96
3Q23	10,976,400					$	3.39	$	4.12
4Q23	11,525,000					$	3.82	$	4.70
2024 Contracts
1Q24	6,931,000					$	4.02	$	6.19
2Q24	1,913,000					$	4.20	$	5.13
3Q24	2,038,000					$	4.12	$	5.28
4Q24	2,025,000					$	4.35	$	5.73
3-Way Collar Contracts
2023 Contracts
1Q23	347,800			$	2.06	$	2.56	$	3.03
2Q23	310,400			$	2.04	$	2.54	$	3.01
3Q23	233,100			$	2.00	$	2.50	$	2.95
4Q23	219,200			$	2.00	$	2.50	$	2.94
2024 Contracts
1Q24	198,000			$	2.00	$	2.50	$	3.37
2Q24	188,000			$	2.00	$	2.50	$	3.37

Oil Basis Swaps
(Argus Cushing (WTI) and Magellan East Houston) Total Volumes (Bbls) Weighted-Average Price
Calendar Monthly Roll Differential Swaps
2022 Contracts
2Q22 309,400 $ 0.55
3Q22 312,800 $ 0.62
4Q22 266,800 $ 0.19

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NGL Swaps (Mont Belvieu)		Total Volumes (Bbls)	Weighted-Average Price
Natural Gas Basis Derivative Swaps (East Texas Houston Ship Channel vs. NYMEX Settlements)					Natural Gas Basis Derivative Swaps (East Texas Houston Ship Channel vs. NYMEX Settlements)	Total Volumes (MMBtu)	Weighted-Average Price
2022 Contracts	2022 Contracts				2022 Contracts
2Q22		182,000	$	30.49
3Q22		207,000	$	30.79
4Q22	4Q22	207,000	$	30.74	4Q22	6,140,000	$	(0.07)
2023 Contracts	2023 Contracts				2023 Contracts
1Q23	1Q23	22,500	$	31.77	1Q23	8,100,000	$	0.07
2Q23	2Q23	22,750	$	31.77	2Q23	8,190,000	$	(0.22)
3Q23	3Q23	23,000	$	28.04	3Q23	8,280,000	$	(0.19)
4Q23	4Q23	23,000	$	28.04	4Q23	8,280,000	$	(0.18)
2024 Contracts					2024 Contracts
1Q24					1Q24	5,460,000	$	0.12
2Q24					2Q24	5,460,000	$	(0.27)
3Q24					3Q24	5,520,000	$	(0.23)
4Q24					4Q24	5,520,000	$	(0.19)
Houston Ship Channel Fixed Price Contracts					Houston Ship Channel Fixed Price Contracts
2022 Contracts					2022 Contracts
4Q22					4Q22	132,000	$	1.80
2023 Contracts					2023 Contracts
1Q23					1Q23	180,000	$	2.64
2Q23					2Q23	60,000	$	2.64

Oil Basis Swaps
(Argus Cushing (WTI) and Magellan East Houston)

Total Volumes (Bbls)

Weighted-Average Price

Calendar Monthly Roll Differential Swaps

2022 Contracts

4Q22

266,800

0.12


NGL Swaps (Mont Belvieu)	Total Volumes (Bbls)	Weighted-Average Price
2022 Contracts
4Q22	345,000	$	35.00
2023 Contracts
1Q23	292,500	$	34.04
2Q23	295,750	$	34.04
3Q23	299,000	$	33.75
4Q23	299,000	$	33.75
2024 Contracts
1Q24	127,400	$	29.39
2Q24	127,400	$	29.39
3Q24	128,800	$	29.39
4Q24	128,800	$	29.39

(9) Fair Value Measurements

Fair Value on a Recurring Basis. Our financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, derivatives, the Credit Facility and the Second Lien Notes. The carrying amounts of cash and cash equivalents, accounts receivable, and accounts payable approximate fair value due to the highly liquid or short-term nature of these instruments.

The fair values of our derivative contracts are computed using observable market data whereas our derivative collar contracts are valued using a Black-Scholes pricing model. The fair value of the current and long-term 2021 WTI Contingency

Payout and 2022 WTI Contingency Payout, included within “Accounts payable and accrued liabilities” and “Other long-term liabilities” on the condensed consolidated balance sheets, respectively, is estimated using observable market data and a Monte Carlo pricing model. These are considered Level 2 valuations (defined below).

The carrying value of our Credit Facility and Second Lien approximates fair value because the respective borrowing rates do not materially differ from market rates for similar borrowings. These are considered Level 3 valuations (defined below).

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 acquired and assessed for classification as a business or an asset and asset retirement obligations. These assets and liabilities are not measured at fair value on an ongoing basis but are subject to fair value estimation when acquisitions occur or asset retirement obligations are recorded. These are considered Level 3 valuations (defined below).

Asset retirement obligations. The initial measurement of asset retirement obligations (“ARO”) at fair value is recorded in the period in which the liability is incurred. Fair value is determined by calculating the present value of estimated future cash flows related to the liability. Estimating the future ARO requires management to make estimates and judgments regarding the timing and existence of a liability, as well as what constitutes adequate restoration when considering current regulatory requirements. Inherent in the fair value calculation are numerous assumptions and judgments, including the ultimate costs,

inflation factors, credit-adjusted discount rates, timing of settlement and changes in the legal, regulatory, environmental and political environments.

2022 and 2021 Acquisitions. The Company recognized the assets acquired in our 2022 and 2021 acquisitions at cost at a relative fair value basis (refer to Note 7 of these Notes to Consolidated Financial Statements). Fair value was determined using a discounted cash flow model. The underlying future commodity prices included in the Company’s estimated future cash flows of its proved oil and gas properties were determined using NYMEX forward strip prices as of the closing date of each acquisition. The estimated future cash flows also included management’s assumptions for the estimates of production from the crude oil and natural gas proved properties, future operating, development costs and income taxes of the acquired properties and risk adjusted discount rates.

The fair value hierarchy has three levels based on the reliability of the inputs used to determine the fair value:

Level 1 – Uses quoted prices in active markets for identical, unrestricted assets or liabilities. Instruments in this category have comparable fair values for identical instruments in active markets.

Level 2 – Uses quoted prices for similar assets or liabilities in active markets or observable inputs for assets or liabilities in non-active markets. Instruments in this category are periodically verified against quotes from brokers and include our commodity derivatives that we value using commonly accepted industry-standard models which contain inputs such as contract prices, risk-free rates, volatility measurements and other observable market data that are obtained from independent third-party sources.

Level 3 – Uses unobservable inputs for assets or liabilities that are in non-active markets.

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The following table presents our assets and liabilities that are measured on a recurring basis at fair value as of each of ~~March 31,~~September 30, 2022 and December 31, 2021, and are categorized using the fair value hierarchy. For additional discussion related to the fair value of the Company's derivatives, refer to Note 8 of these Notes to Condensed Consolidated Financial Statements.


		Fair Value Measurements at									Fair Value Measurements at
(in thousands)	(in thousands)	Total		Quoted Prices in Active markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		(in thousands)	Total		Quoted Prices in Active markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
March 31, 2022
September 30, 2022										September 30, 2022
Assets	Assets									Assets
Natural Gas Derivatives	Natural Gas Derivatives	$	170	$	—	$	170	$	—	Natural Gas Derivatives	$	4,280	$	—	$	4,280	$	—
Natural Gas Basis Derivatives	Natural Gas Basis Derivatives	1,530		—		1,530		—		Natural Gas Basis Derivatives	8,308		—		8,308		—
Oil Derivatives										Oil Derivatives	36,418		—		36,418		—

Oil Basis Derivatives		48		—		48		—
NGL Derivatives	NGL Derivatives	7		—		7		—		NGL Derivatives	11,609		—		11,609		—
Liabilities	Liabilities									Liabilities
Natural Gas Derivatives	Natural Gas Derivatives	110,720		—		110,720		—		Natural Gas Derivatives	115,871		—		115,871		—
Natural Gas Basis Derivatives	Natural Gas Basis Derivatives	27		—		27		—		Natural Gas Basis Derivatives	1,675		—		1,675		—
Oil Derivatives	Oil Derivatives	41,754		—		41,754		—		Oil Derivatives	20,199		—		20,199		—
Oil Basis Derivatives	Oil Basis Derivatives	1,313		—		1,313		—		Oil Basis Derivatives	167		—		167		—
NGL Derivatives	NGL Derivatives	6,216		—		6,216		—		NGL Derivatives	656		—		656		—
WTI Contingency Payout		$	3,088	$	—	$	3,088	$	—
2022 WTI Contingency Payout										2022 WTI Contingency Payout	3,121		—		3,121		—
2021 WTI Contingency Payout										2021 WTI Contingency Payout	2,591		—		2,591		—

December 31, 2021	December 31, 2021									December 31, 2021
Assets	Assets									Assets
Natural Gas Derivatives	Natural Gas Derivatives	$	1,159	$	—	$	1,159	$	—	Natural Gas Derivatives	$	1,159	$	—	$	1,159	$	—
Natural Gas Basis Derivatives	Natural Gas Basis Derivatives	1,025		—		1,025		—		Natural Gas Basis Derivatives	1,025		—		1,025		—
Oil Derivatives	Oil Derivatives	371		—		371		—		Oil Derivatives	371		—		371		—
Oil Basis Derivatives	Oil Basis Derivatives	3		—		3		—		Oil Basis Derivatives	3		—		3		—
NGL Derivatives	NGL Derivatives	449		—		449		—		NGL Derivatives	449		—		449		—
Liabilities	Liabilities									Liabilities
Natural Gas Derivatives	Natural Gas Derivatives	31,801		—		31,801		—		Natural Gas Derivatives	31,801		—		31,801		—
Natural Gas Basis Derivatives	Natural Gas Basis Derivatives	452		—		452		—		Natural Gas Basis Derivatives	452		—		452		—
Oil Derivatives	Oil Derivatives	21,330		—		21,330		—		Oil Derivatives	21,330		—		21,330		—
Oil Basis Derivatives	Oil Basis Derivatives	514		—		514		—		Oil Basis Derivatives	514		—		514		—
NGL Derivatives	NGL Derivatives	1,941		—		1,941		—		NGL Derivatives	1,941		—		1,941		—
WTI Contingency Payout		$	1,841	$	—	$	1,841	$	—
2021 WTI Contingency Payout										2021 WTI Contingency Payout	1,841		—		1,841		—

Our current and long-term unsettled derivative assets and liabilities in the table above are measured at gross fair value and are shown on the accompanying condensed consolidated balance sheets in “Fair value of commodity derivatives” and “Fair Value of Long-Term Commodity Derivatives,” respectively.

(10) Asset Retirement Obligations

Liabilities for legal obligations associated with the retirement obligations of tangible long-lived assets are initially recorded at fair value in the period in which they are incurred. Estimates for the initial recognition of asset retirement obligations are derived from historical costs as well as management's expectation of future cost environments and other unobservable inputs. As there is no corroborating market activity to support the assumptions used, the Company has designated these liabilities as Level 3 fair value measurements. When a liability is initially recorded, the carrying amount of the related asset is increased. The liability is discounted from the expected date of abandonment. Over time, accretion of the liability is recognized each period, and the capitalized cost is amortized on a unit-of-production basis as part of depreciation, depletion,

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and amortization expense for our oil and gas properties. Upon settlement of the liability, the Company either settles the

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obligation for its recorded amount or incurs a gain or loss upon settlement which is included in the “Property and Equipment” balance on our accompanying condensed consolidated balance sheets.

The following provides a roll-forward of our asset retirement obligations for the year ended December 31, 2021 and the ~~three~~nine months ended ~~March 31,~~September 30, 2022 (in thousands):


Asset Retirement Obligations as of December 31, 2020	$	4,974
Accretion expense	306
Liabilities incurred for new wells, acquired wells and facilities construction	1,120

Reductions due to plugged wells and facilities	(192)
Revisions in estimates	(158)
Asset Retirement Obligations as of December 31, 2021	$	6,050
Accretion expense	99366
Liabilities incurred for new wells, acquired wells and facilities construction	292,754
Reductions due to sold wells and facilities	(43)
Reductions due to plugged wells and facilities	~~(9)~~(22)
Revisions in estimates	(321)
Asset Retirement Obligations as of ~~March 31,~~September 30, 2022	$	~~6,169~~8,784

At both ~~March 31,~~September 30, 2022 and December 31, 2021, approximately $0.5 million of our asset retirement obligations were classified as a current liability in “Accounts payable and accrued liabilities” on the accompanying consolidated balance sheets.

(11) Commitments and Contingencies

In the ordinary course of business, we are party to various legal actions, which arise primarily from our activities as an operator of oil and natural gas wells. In our management's opinion, the outcome of any such currently pending legal actions will not have a material adverse effect on our financial position or results of operations.

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

You should read the following discussion and analysis in conjunction with the Company's financial information and its condensed consolidated financial statements and accompanying notes included in this report and its audited consolidated financial statements and accompanying notes included in its Annual Report on Form 10-K for the year ended December 31, 2021. The following information contains forward-looking statements; see “Forward-Looking Statements” in this report.

Company Overview

SilverBow is an independent oil and gas company headquartered in Houston, Texas. The Company's strategy is focused on acquiring and developing assets in the Eagle Ford and Austin Chalk located in South Texas where it has assembled approximately ~~153,000~~180,000 net acres across ~~six~~five operating areas. SilverBow's acreage position in each of its operating areas is highly contiguous and designed for optimal and efficient horizontal well development. The Company has built a balanced portfolio of properties with a significant base of current production and reserves coupled with low-risk development drilling opportunities and meaningful upside from newer operating areas.

Being a committed and long-term operator in South Texas, SilverBow possesses a significant understanding of the reservoir characteristics, geology, landowners and competitive landscape in the region. The Company leverages this in-depth knowledge to continue to assemble high quality drilling inventory while continuously enhancing its operations to maximize returns on capital invested.

Acquisitions Update

On September 15, 2022, SilverBow announced the addition of a new acreage block in the Dorado play in Webb County. Through a series of transactions, including bolt-on acquisitions, leasing and drill-to-earn agreements, the Company has assembled 7,500 net acres with current net production of approximately 30 million cubic feet per day (“MMcf/d”). Approximately $37.6 million of the total $45 million land and leasing spend in the aforementioned area occurred during the third quarter of 2022. The new block adds stacked pay, co-development inventory with over 50 net high rate of return drilling locations across the Austin Chalk and Eagle Ford formations.

On October 3, 2022, SilverBow announced the acquisition of oil and gas assets in the proven highly economic oil and condensate windows of DeWitt and Gonzales counties for a cash purchase price of $87 million, subject to customary closing adjustments. The Company added 5,200 net acres and net production from the acquired assets based on June 2022 production data of approximately 1,100 barrels of oil equivalent per day (“Boe/d”). The transaction was comprised of incremental working interest on SilverBow’s existing acreage as well as new adjacent acreage. This provides for extended laterals, additional inventory locations and more efficient development. The Company closed on the asset transaction on October 31, 2022.

Operational Results

Total production for the ~~three~~nine months ended ~~March 31,~~September 30, 2022 increased ~~25%~~26% from the ~~three~~nine months ended ~~March 31,~~September 30, 2021 to ~~226~~254 million cubic feet of natural gas equivalent per ~~day as SilverBow pursued a moderated growth strategy and did not have any curtailed production impacting results.~~day.

During the ~~first~~third quarter of 2022, SilverBow drilled ~~nine~~13 net wells and completed ~~one well~~ and brought online 11 net wells. In its Webb County Gas area, the Company completed and brought online a two-well pad which produced a 30-day average of 30 MMcf/d (100% gas). Of the two wells, one ~~well online. The Company's first quarter activity focused primarily on its La Mesa area, where one~~targeted the Austin Chalk formation and represents SilverBow's best performing Austin Chalk well to date. In its Central Oil area, the Company completed and brought online a two-well pad which had been drilled by the previous operator prior to SilverBow taking ownership on June 30, 2022. Performance from the wells has exceeded expectations with a 30-day average of 2,400 Boe/d (94% liquids), however the drilling rig experienced operational delays prior to SilverBow taking ownership and, ultimately, a third well that was drilled on the pad had to be abandoned due to a ~~lateral length of approximately 9,800 feet was~~mechanical failure. The Company also brought online ~~representing~~a three-well pad in its Central Oil area early in the ~~longest lateral~~fourth quarter with initial results exceeding expectations.

Net equivalent production for the third quarter of 2022 was at the midpoint of guidance. Gas volumes came in at the high-end of guidance, with NGL volumes exceeding guidance. Oil volumes were lower than anticipated due to the mechanical failure on the aforementioned two-well pad and resultant timing delays of the remaining wells drilled during the third quarter. However, as mentioned above, the performance to date from the wells in the Central Oil area remains strong and is exceeding expectations. The rig subsequently returned to expected efficiency levels by the end of July. The Company does not expect any other impact outside of first sales occurring later in the year than what was originally planned. Factoring in the changes to the

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drilling and completion schedule, SilverBow ~~has~~is guiding to estimated production of 315-329 MMcfe/d (70% gas) for the fourth quarter of 2022 and 270-274 MMcfe/d (73% gas) for full year 2022, respectively.

SilverBow operated two drilling rigs for the entirety of the third quarter, and the Company intends to continue at this pace for the remainder of 2022. At the beginning of October, SilverBow moved both its drilling rigs to its Webb County Gas area. This decision was based on the continued strong Austin Chalk results in the Dorado play. Combining the third and fourth quarters, the Company will have drilled 16 wells at its Fasken property, with 15 of them targeting the Austin Chalk and 1 targeting the Upper Eagle Ford. The returns SilverBow is generating in the Austin Chalk warranted this shift and much of this development should benefit from strong winter gas prices. In addition, the Company's non-op partner elected not to ~~date. Additionally,~~participate in 12 of the 16 wells which will add an incremental 4.5 net wells to SilverBow's 2022 development as it increases its working interest in those wells from 64% to 100%. Management believes this near-term drilling opportunity will result in significant accretion to reserve PV-10 value and increased gas production beyond 2022, which more than offsets the lower near-term oil production from the recent scheduling changes. As a returns-focused company, SilverBow ~~drilled an eight-well La Mesa pad,~~has continued to benefit from its ability to be nimble and deploy capital where the economics make the largest pad in the Company’s history. The eight wells were co-developed using a wine-rack configuration, of which three targeted the Lower Eagle Ford, three targeted the Upper Eagle Ford and two targeted the Austin Chalk. First production from this pad is expected towards the end of the second quarter of 2022.impact.

~~SilverBow's drilling rig will shift~~SilverBow revised its ~~focus from our Webb County Gas and Austin Chalk assets in~~2022 capital budget to a range of $320-$340 million. The 5% increase to the ~~first quarter towards our La Salle and McMullen oil assets in~~capital budget reflects the ~~second quarter. In~~higher working interest captured across the ~~back half of the year, the Company anticipates drilling a mix of~~aforementioned Webb County Gas wells drilled in the fourth quarter and ~~locations acquired~~land and leasing spend of approximately $7.5 million. Inflationary pressures remain persistent in ~~2021.~~the current service market but had previously been factored into SilverBow's 2022 capital budget outlook and were not a primary driver of the updated range. With two fully utilized rigs, the Company has greater line of sight into upcoming activity levels and is addressing cost inflation through enhanced procurement initiatives, pre-ordering key materials and employing a range of short and long-term contracts. As always, SilverBow ~~anticipates adding a second rig upon closing the Sundance acquisition. The Company continues to optimize~~optimizes its drilling schedule based on commodity prices, returns on investment and ~~first production timing.~~strategically proving up additional inventory within the portfolio.

Liquidity and Capital Resources

SilverBow's primary use of cash has been to fund capital expenditures to develop its oil and gas properties, fund acquisitions and to repay Credit Facility borrowings. The Company uses cash generated from operating activities and borrowings under its Credit Facility as its primary source of liquidity. As of ~~March 31,~~September 30, 2022, ~~the Company’s~~SilverBow’s liquidity consisted of ~~$1.6~~$1.9 million of cash-on-hand and ~~$260.0~~$295.0 million in available borrowings on its Credit Facility, which had a ~~$460~~$775.0 million borrowing base. Effective April 12, 2022, SilverBow entered into the Ninth Amendment to its First Amended and Restated Senior Secured Revolving Credit Agreement governing its Credit Facility, in conjunction with its regularly scheduled borrowing base redetermination. The Ninth Amendment (i) increased the borrowing base of SilverBow's Credit Facility from $460 million to $525 million, (ii) added two new lenders as parties to the Credit Agreement, and (iii) added an investment bucket allowing the Company to make deposits to third party sellers up to the lesser of $50 million and 10% of the borrowing base. Management believes the Company has sufficient liquidity to meet its obligations through the ~~second~~fourth quarter of 2023 and execute its long-term development plans. For more information on its Credit Facility, see the Credit Facility section within Note 6 to SilverBow's condensed consolidated financial statements.

Contractual Commitments and Obligations

Other than as discussed below, there were no other material changes in SilverBow's contractual commitments during the ~~three~~nine months ended ~~March 31,~~September 30, 2022 from amounts referenced under “Contractual Commitments and Obligations” in

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Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2021.

~~On April 13, 2022, SilverBow entered into a definitive agreement~~Borrowings under our Credit Facility increased $253.0 million from December 31, 2021 primarily related to ~~acquire substantially all of~~our acquisitions during the assets of Sundance Energy, Inc. and certain affiliated entities (the “Sundance Sellers”) for a total purchase price of $354 million consisting of $225 million in cash, subject to customary closing adjustments, 4.1 million shares of SilverBow common stock valued at $129 million based on our 30-day volume weighted average price as of April 8, 2022, and up to $15 million of contingent payments in cash based on future commodity prices. The Sundance transaction, which is expected to close in June or July of 2022, has been unanimously approved by the Boards of Directors of both companies. The closing of the transaction is subject to SilverBow shareholder approval and satisfaction or waiver of customary closing conditions. The Company and the Sundance Sellers made customary representations and warranties in the purchase agreement. Subject to certain limitations on liability contained in the purchase agreement, the Company agreed to indemnify the Sundance Sellers for breaches of representations and warranties, covenants and certain liabilities. The purchase agreement contains certain termination rights for both the Company and the Sundance Sellers, including, but not limited to, the right to terminate the purchase agreement in the event that the transaction has not been approved by shareholders and consummated on or beforenine months ended September 2, 2022, or under certain conditions, if there has been a breach of certain representations and warranties or a failure by the other party to perform a covenant. In connection with the purchase agreement, on April 13, 2022, SilverBow entered into an agreement with SVMF 71 LLC (“SVMF 71”), an entity indirectly managed by Strategic Value Partners, LLC (“SVP”), pursuant to which SVMF 71 agreed to vote its shares of common stock in favor of the issuance of the common stock in the transaction in any shareholder vote thereon, subject to specified conditions. Each of the Sundance Sellers is a third party beneficiary of the voting agreement with respect to SVMF 71's performance thereunder. SilverBow agreed to provide customary registration rights with respect to the resale of the common stock issued to the Sundance Sellers as consideration in the transaction.

On April 13, 2022, SilverBow also announced it entered into a definitive agreement to acquire certain assets from SandPoint Operating, LLC, a subsidiary of SandPoint Resources, LLC, (“SandPoint”) for a total purchase price of $71 million consisting of $31 million in cash, subject to customary closing adjustments and 1.3 million shares of SilverBow common stock valued at $40 million based on our 30-day volume weighted average price as of April 8,30, 2022. The oil and gas assets target the Eagle Ford and Olmos formations in La Salle and McMullen counties. The SandPoint transaction has been unanimously approved by the Boards of Directors of both companies and is expected to close in May of 2022, subject to customary closing conditions. SilverBow agreed to provide customary registration rights with respect to the resale of the common stock issued to the SandPoint as consideration in the transaction.

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Summary of 2022 Financial Results Through ~~March 31,~~September 30, 2022

•Revenues and Net Income (Loss): The Company's oil and gas revenues were ~~$129.7~~$554.4 million for the ~~three~~nine months ended ~~March 31,~~September 30, 2022, compared to ~~$86.7~~$255.9 million for the ~~three~~nine months ended ~~March 31,~~September 30, 2021. Revenues were higher due to increased production volumes driven by acquisitions and overall higher ~~oil and NGL~~commodity pricing. The Company's net ~~loss~~income was ~~$64.3~~$167.1 million for the ~~three~~nine months ended ~~March 31,~~September 30, 2022, compared to a net ~~income~~loss of ~~$28.4~~$27.5 million for the ~~three~~nine months ended ~~March 31,~~September 30, 2021. The increase in net ~~loss~~income was primarily ~~due to mark-to-market loss on our commodity derivatives, partially offset~~driven by higher revenues due to increased production volumes and higher ~~oil and NGL~~commodity pricing.

•Capital Expenditures: The Company's capital expenditures on an accrual basis were ~~$40.4~~$224.8 million for the ~~three~~nine months ended ~~March 31,~~September 30, 2022 compared to ~~$33.0~~$109.9 million for the ~~three~~nine months ended ~~March 31,~~September 30, 2021. The expenditures for the ~~three~~nine months ended ~~March 31,~~September 30, 2022 and 2021 were primarily attributable to drilling and completion activity.

•Working Capital: The Company had a working capital deficit of ~~$170.0~~$141.9 million at ~~March 31,~~September 30, 2022 and a working capital deficit of $65.8 million at December 31, 2021. Included in our working capital deficit was a net ~~unrealized loss~~liability of ~~$139.3~~$75.4 million and $44.6 million at ~~March 31,~~September 30, 2022 and December 31, 2021, respectively, related to the fair value of our current open derivative contracts. Additionally included in our working capital deficit was a liability of $2.9 million associated with the fair value of our 2021 WTI Contingency Payout and 2022 WTI Contingency Payout. The working capital computation does not include available liquidity through our Credit Facility.

•Cash Flows: For the ~~three~~nine months ended ~~March 31,~~September 30, 2022, the Company generated cash from operating activities of ~~$64.9~~$212.2 million ~~during~~ which ~~we had a decrease of~~included negative impacts attributable to changes in working capital of ~~$7.0~~$25.4 million. Cash used for property additions was ~~$35.2~~$163.6 million while cash ~~received~~used in property acquisitions, including purchase price adjustments, was ~~$0.4~~$293.9 million. This excluded ~~$5.0~~$60.6 million attributable to a net increase of capital-related payables and accrued costs. The Company’s net borrowings on the Credit Facility were $253.0 million during the nine months ended September 30, 2022 which were primarily used to fund acquisitions during the nine months ended September 30, 2022.

For the nine months ended September 30, 2021, the Company generated cash from operating activities of $133.6 million which included negative impacts attributable to changes in working capital of $13.9 million. Cash used for property additions was $98.2 million while cash used in property acquisitions was $13.2 million. This excluded $11.4 million attributable to a net increase of capital-related payables and accrued costs. The Company’s net repayments on the Credit Facility were ~~$27.0~~$32.0 million during the ~~three~~nine months ended ~~March 31, 2022.~~

For the three months ended March 31, 2021, the Company generated cash from operating activities of $67.8 million, of which $9.5 million was attributable to changes in working capital. Cash used for property additions was $35.9 million. This included $3.6 million attributable to a net decrease of capital-related payables and accrued costs. The Company’s net repayments on the Credit Facility were $30.0 million during the three months ended March 31,September 30, 2021.

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Results of Operations

Revenues — Three Months Ended ~~March 31,~~September 30, 2022 and Three Months Ended ~~March 31,~~September 30, 2021

Natural gas production was ~~77%~~70% and ~~78%~~77% of the Company's production volumes for the three months ended ~~March 31,~~September 30, 2022 and 2021, respectively. Natural gas sales were ~~60%~~62% and ~~73%~~63% of oil and gas sales for the three months ended ~~March 31,~~September 30, 2022 and 2021, respectively.

Crude oil production was 17% and 11% of the Company's production volumes for the three months ended September 30, 2022 and 2021, respectively. Crude oil sales were 30% and 25% of oil and gas sales for the three months ended September 30, 2022 and 2021, respectively.

NGL production was 13% and 12% of the Company's production volumes for the three months ended ~~March 31,~~September 30, 2022 and 2021, respectively. ~~Crude oil~~NGL sales were ~~31%~~8% and ~~20%~~12% of oil and gas sales for the three months ended ~~March 31, 2022 and 2021, respectively.~~

~~NGL production was 10% of the Company's production volumes for both the three months ended March 31, 2022 and 2021. NGL sales were 9% and 7% of oil and gas sales for the three months ended March 31,~~September 30, 2022 and 2021, respectively.

The following table provides additional information regarding the Company's oil and gas sales, by area, excluding any effects of the Company's hedging activities, for the three months ended ~~March 31,~~September 30, 2022 and 2021:

Fields Three Months Ended March 31, 2022 Three Months Ended March 31, 2021
Oil and Gas Sales
(In Millions) Net Oil and Gas Production
Volumes (MMcfe) Oil and Gas Sales
(In Millions) Net Oil and Gas Production
Volumes (MMcfe)
Artesia $ 37.3 4,477 $ 14.5 3,252
AWP 16.1 1,696 17.0 2,715
Fasken 54.6 10,971 47.4 8,407
Atascosa 3.0 215 — —
Eastern Eagle Ford 8.1 797 — —
Southern Eagle Ford Gas 7.4 1,542 7.4 1,747
Other 3.2 621 0.4 103
Total $ 129.7 20,319 $ 86.7 16,224


Fields	Three Months Ended September 30, 2022			Three Months Ended September 30, 2021
	Oil and Gas Sales (In Millions)		Net Oil and Gas Production Volumes (MMcfe)	Oil and Gas Sales (In Millions)		Net Oil and Gas Production Volumes (MMcfe)
Webb County Gas	$	106.1	13,514	$	44.9	10,858
Western Condensate	39.7		4,623	30.9		4,807
Southern Eagle Ford	29.3		3,913	9.8		2,336
Central Oil	59.6		4,727	12.1		1,333
Eastern Extension	7.3		682	—		—
Non Core	0.2		46	1.5		196
Total	$	242.2	27,505	$	99.2	19,530

The sales volumes increase from 2021 to 2022 was primarily due to acquisitions in the second half of 2021 and first half of 2022, in addition to wells brought online as part of our full year 2021 capital ~~program.~~program and the first half of 2022.

In the ~~first~~third quarter of 2022, our ~~$42.9~~$142.9 million, or ~~49%~~144%, increase in oil, NGL and natural gas sales from the prior year period resulted from:

•Price variances that had an approximately ~~$20.1~~$90.6 million favorable impact on sales due to overall higher ~~oil and NGL~~commodity pricing; and

•Volume variances that had an approximately ~~$22.8~~$52.3 million favorable impact on sales due to overall increased commodity production.

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The following table provides additional information regarding our oil and gas sales, by commodity type, as well as the effects of our hedging activities for derivative contracts held to settlement, for the three months ended ~~March 31,~~September 30, 2022 and 2021 (in thousands, except per-dollar amounts):


		Three Months Ended March 31, 2022		Three Months Ended March 31, 2021			Three Months Ended September 30, 2022		Three Months Ended September 30, 2021
Production volumes:	Production volumes:					Production volumes:
Oil (MBbl) (1)	Oil (MBbl) (1)	429		315		Oil (MBbl) (1)	781		368
Natural gas (MMcf)	Natural gas (MMcf)	15,587		12,624		Natural gas (MMcf)	19,324		15,092
Natural gas liquids (MBbl) (1)	Natural gas liquids (MBbl) (1)	359		285		Natural gas liquids (MBbl) (1)	582		372
Total (MMcfe)	Total (MMcfe)	20,319		16,224		Total (MMcfe)	27,505		19,530

Oil, natural gas and natural gas liquids sales:	Oil, natural gas and natural gas liquids sales:					Oil, natural gas and natural gas liquids sales:
Oil	Oil	$	39,741	$	17,466	Oil	$	71,811	$	25,230
Natural gas	Natural gas	77,372		62,914		Natural gas	150,958		62,530
Natural gas liquids	Natural gas liquids	12,543		6,361		Natural gas liquids	19,412		11,489
Total	Total	$	129,656	$	86,741	Total	$	242,181	$	99,249

Average realized price:	Average realized price:					Average realized price:
Oil (per Bbl)	Oil (per Bbl)	$	92.59	$	55.49	Oil (per Bbl)	$	91.93	$	68.54
Natural gas (per Mcf)	Natural gas (per Mcf)	4.96		4.98		Natural gas (per Mcf)	7.81		4.14
Natural gas liquids (per Bbl)	Natural gas liquids (per Bbl)	34.89		22.30		Natural gas liquids (per Bbl)	33.34		30.92
Average per Mcfe	Average per Mcfe	$	6.38	$	5.35	Average per Mcfe	$	8.81	$	5.08

Price impact of cash-settled derivatives:	Price impact of cash-settled derivatives:					Price impact of cash-settled derivatives:
Oil (per Bbl)	Oil (per Bbl)	$	(30.04)	$	(12.75)	Oil (per Bbl)	$	(20.44)	$	(17.18)
Natural gas (per Mcf)	Natural gas (per Mcf)	(0.84)		(0.01)		Natural gas (per Mcf)	(3.47)		(0.69)
Natural gas liquids (per Bbl)	Natural gas liquids (per Bbl)	(6.11)		(2.07)		Natural gas liquids (per Bbl)	(1.86)		(7.07)
Average per Mcfe	Average per Mcfe	$	(1.39)	$	(0.29)	Average per Mcfe	$	(3.06)	$	(0.99)

Average realized price including impact of cash-settled derivatives:	Average realized price including impact of cash-settled derivatives:					Average realized price including impact of cash-settled derivatives:
Oil (per Bbl)	Oil (per Bbl)	$	62.55	$	42.74	Oil (per Bbl)	$	71.49	$	51.36
Natural gas (per Mcf)	Natural gas (per Mcf)	4.12		4.97		Natural gas (per Mcf)	4.34		3.45
Natural gas liquids (per Bbl)	Natural gas liquids (per Bbl)	28.78		20.23		Natural gas liquids (per Bbl)	31.48		23.85
Average per Mcfe	Average per Mcfe	$	4.99	$	5.06	Average per Mcfe	$	5.75	$	4.09

(1) Oil and natural gas liquids are converted at the rate of one barrel to six Mcfe. Mcf refers to one thousand cubic feet, and MMcf refers to one million cubic feet. Bbl refers to one barrel of oil, and MBbl refers to one thousand barrels.

For the three months ended ~~March 31,~~September 30, 2022 and 2021, the Company recorded net losses of ~~$139.0~~$1.3 million and ~~$18.3~~$88.6 million from our commodities derivatives activities, respectively. Additionally for the three months ended September 30, 2022, we recorded a net gain of $6.1 million related to valuation changes from our 2021 and 2022 WTI Contingency Payouts. Hedging activity is recorded in “Gain (loss) on commodity derivatives, net” on the accompanying condensed consolidated statements of operations.

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Costs and Expenses — Three Months Ended ~~March 31,~~September 30, 2022 and Three Months Ended ~~March 31,~~September 30, 2021

The following table provides additional information regarding our expenses for the three months ended ~~March 31,~~September 30, 2022 and 2021 (in thousands):


Costs and Expenses	Costs and Expenses	Three Months Ended March 31, 2022		Three Months Ended March 31, 2021		Costs and Expenses	Three Months Ended September 30, 2022		Three Months Ended September 30, 2021
General and administrative, net	General and administrative, net	$	4,786	$	4,782	General and administrative, net	$	4,343	$	5,257
Depreciation, depletion, and amortization	Depreciation, depletion, and amortization	21,154		13,393		Depreciation, depletion, and amortization	41,501		16,054
Accretion of asset retirement obligations	Accretion of asset retirement obligations	99		75		Accretion of asset retirement obligations	166		77
Lease operating expenses	Lease operating expenses	9,125		6,274		Lease operating expenses	17,701		6,978
Workovers	Workovers	647		13		Workovers	284		423
Transportation and gas processing	Transportation and gas processing	6,352		5,056		Transportation and gas processing	9,662		5,913
Severance and other taxes	Severance and other taxes	7,764		3,489		Severance and other taxes	12,581		4,908
Interest expense, net	Interest expense, net	6,557		7,019		Interest expense, net	12,173		7,433

General and Administrative Expenses, Net. These expenses on a per-Mcfe basis were ~~$0.24~~$0.16 and ~~$0.29~~$0.27 for the three months ended ~~March 31,~~September 30, 2022 and 2021, respectively. The decrease ~~per Mcfe~~in costs was primarily due to increased supervision fees charged to wells we operate, which are recorded as a reduction of general and administrative expenses, during the three months ended September 30, 2022, while the decrease in per-Mcfe rate was due to ~~higher production.~~an overall increase in production driven by our acquisitions. Included in general and administrative expenses is ~~$1.0 million and $1.1~~$1.2 million in share-based compensation for both the three months ended ~~March 31,~~September 30, 2022 and 2021, respectively.

Depreciation, Depletion and Amortization. These expenses on a per-Mcfe basis were ~~$1.04~~$1.51 and ~~$0.83~~$0.82 for the three months ended ~~March 31,~~September 30, 2022 and 2021, respectively. The increase in our per-Mcfe depreciation, depletion and amortization rate was primarily related to the acquisitions in the ~~fourth quarter~~second half of ~~2021.~~2021 and first half of 2022 and inflation on future development costs. The increase in costs is related to the increase in the per-Mcfe rate, coupled with an overall increase in production.

Lease Operating Expenses and Workovers. These expenses on a per-Mcfe basis were ~~$0.48~~$0.65 and ~~$0.39~~$0.38 for the three months ended ~~March 31,~~September 30, 2022 and 2021, respectively. The increase in costs was primarily due to higher compression, labor, salt water disposal ~~chemicals~~ and ~~dehydration~~chemical costs driven by our acquisitions in the second half of 2021 and ~~treating costs.~~first half of 2022.

Transportation and Gas Processing. These expenses are related to natural gas and NGL sales. These expenses on a per-Mcfe basis were ~~$0.31~~$0.35 and $0.30 for ~~both~~ the three months ended ~~March 31,~~September 30, 2022 and 2021, respectively.

Severance and Other Taxes. These expenses on a per-Mcfe basis were $0.46 and $0.25 for the three months ended September 30, 2022 and 2021, respectively. Severance and other taxes, as a percentage of oil and gas sales, were approximately 5.2% and 4.9% for the three months ended September 30, 2022 and 2021, respectively.

Interest. Our gross interest cost was $12.2 million and $7.4 million for the three months ended September 30, 2022 and 2021, respectively. The increase in gross interest is primarily due to higher borrowings. There were no capitalized interest costs for the three months ended September 30, 2022 and 2021.

Income Taxes. The Company recorded an income tax provision of $6.1 million for the three months ended September 30, 2022 primarily attributable to a deferred federal income tax expense and deferred state income tax expense. The provision is a product of the overall forecasted annual effective tax rate applied to the year to date income. There was $0.4 million income tax benefit for the three months ended September 30, 2021 which was fully attributable to a current income tax benefit.

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Results of Operations

Revenues — Nine Months Ended September 30, 2022 and Nine Months Ended September 30, 2021

Natural gas production was 75% and 79% of the Company's production volumes for the nine months ended September 30, 2022 and 2021, respectively. Natural gas sales were 63% and 67% of oil and gas sales for the nine months ended September 30, 2022 and 2021, respectively.

Crude oil production was 14% and 10% of the Company's production volumes for the nine months ended September 30, 2022 and 2021, respectively. Crude oil sales were 28% and 23% of oil and gas sales for the nine months ended September 30, 2022 and 2021, respectively.

NGL production was 11% of the Company's production volumes for both the nine months ended September 30, 2022 and 2021. NGL sales were 9% and 10% of oil and gas sales for the nine months ended September 30, 2022 and 2021, respectively.

The following table provides additional information regarding the Company's oil and gas sales, by area, excluding any effects of the Company's hedging activities, for the nine months ended September 30, 2022 and 2021:


Fields	Nine Months Ended September 30, 2022			Nine Months Ended September 30, 2021
	Oil and Gas Sales (In Millions)		Net Oil and Gas Production Volumes (MMcfe)	Oil and Gas Sales (In Millions)		Net Oil and Gas Production Volumes (MMcfe)
Webb County Gas	$	253.5	37,386	$	127.1	31,070
Western Condensate	116.2		13,096	61.1		11,550
Southern Eagle Ford	64.1		9,236	27.6		7,341
Central Oil	94.6		7,251	37.6		4,675
Eastern Extension	24.5		2,242	—		—
Non Core	1.5		256	2.5		485
Total	$	554.4	69,467	$	255.9	55,121

In the third quarter of 2022, our $298.6 million, or 117%, increase in oil, NGL and natural gas sales from the prior year period resulted from:

•Price variances that had an approximately $214.8 million favorable impact on sales due to overall higher commodity pricing; and

•Volume variances that had an approximately $83.8 million favorable impact on sales due to overall increased commodity production.

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The following table provides additional information regarding our oil and gas sales, by commodity type, as well as the effects of our hedging activities for derivative contracts held to settlement, for the nine months ended September 30, 2022 and 2021 (in thousands, except per-dollar amounts):


	Nine Months Ended September 30, 2022		Nine Months Ended September 30, 2021
Production volumes:
Oil (MBbl) (1)	1,611		933
Natural gas (MMcf)	51,829		43,594
Natural gas liquids (MBbl) (1)	1,329		988
Total (MMcfe)	69,467		55,121

Oil, natural gas and natural gas liquids sales:
Oil	$	155,566	$	58,587
Natural gas	351,626		172,234
Natural gas liquids	47,250		25,029
Total	$	554,442	$	255,850

Average realized price:
Oil (per Bbl)	$	96.58	$	62.82
Natural gas (per Mcf)	6.78		3.95
Natural gas liquids (per Bbl)	35.56		25.32
Average per Mcfe	$	7.98	$	4.64

Price impact of cash-settled derivatives:
Oil (per Bbl)(2)	$	(28.60)	$	(16.57)
Natural gas (per Mcf)	(2.45)		(0.29)
Natural gas liquids (per Bbl)	(4.33)		(4.19)
Average per Mcfe	$	(2.57)	$	(0.58)

Average realized price including impact of cash-settled derivatives:
Oil (per Bbl)	$	67.98	$	46.25
Natural gas (per Mcf)	4.33		3.66
Natural gas liquids (per Bbl)	31.23		21.13
Average per Mcfe	$	5.41	$	4.06

(2) Excludes approximately $3.6 million in settled oil hedges related to our Sundance acquisition.

For the nine months ended September 30, 2022 and 2021, the Company recorded net losses of $162.5 million and $152.9 million from our derivatives activities, respectively. Additionally for the nine months ended September 30, 2022, we recorded a net gain of $4.7 million related to valuation changes from our 2021 and 2022 WTI Contingency Payouts. Hedging activity is recorded in “Gain (loss) on commodity derivatives, net” on the accompanying condensed consolidated statements of operations.

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Costs and Expenses — Nine Months Ended September 30, 2022 and Nine Months Ended September 30, 2021

The following table provides additional information regarding our expenses for the nine months ended September 30, 2022 and 2021 (in thousands):


Costs and Expenses	Nine Months Ended September 30, 2022		Nine Months Ended September 30, 2021
General and administrative, net	$	14,840	$	14,872
Depreciation, depletion, and amortization	89,096		45,485
Accretion of asset retirement obligations	366		226
Lease operating expenses	37,095		18,767
Workovers	933		512
Transportation and gas processing	22,784		17,175
Severance and other taxes	30,183		11,974
Interest expense, net	26,632		21,888

General and Administrative Expenses, Net. These expenses on a per-Mcfe basis were $0.21 and $0.27 for the nine months ended September 30, 2022 and 2021, respectively. The decrease in per-Mcfe rate was due to an overall increase in production driven by our acquisitions. Included in general and administrative expenses is $3.9 million and $3.5 million in share-based compensation for the nine months ended September 30, 2022 and 2021, respectively.

Depreciation, Depletion and Amortization. These expenses on a per-Mcfe basis were $1.28 and $0.83 for the nine months ended September 30, 2022 and 2021, respectively. The increase in our per-Mcfe depreciation, depletion and amortization rate was primarily related to the acquisitions in the second half of 2021 and the first half of 2022 and inflation on future development costs. The increase in costs is related to the increase in the per-Mcfe rate, coupled with an overall increase in production.

Lease Operating Expenses and Workovers. These expenses on a per-Mcfe basis were $0.55 and $0.35 for the nine months ended September 30, 2022 and 2021, respectively. The increase in costs was primarily due to higher compression, labor, salt water disposal and chemical costs driven by our acquisitions in the second half of 2021 and first half of 2022.

Transportation and Gas Processing. These expenses are related to natural gas and NGL sales. These expenses on a per-Mcfe basis were $0.33 and $0.31 for the nine months ended September 30, 2022 and 2021.

Severance and Other Taxes. These expenses on a per-Mcfe basis were ~~$0.38~~$0.43 and $0.22 for the ~~three~~nine months ended ~~March 31,~~September 30, 2022 and 2021, respectively. Severance and other taxes, as a percentage of oil and gas sales, were approximately ~~6.0%~~5.4% and ~~4.0%~~4.7% for the ~~three~~nine months ended ~~March 31,~~September 30, 2022 and 2021, respectively.

Interest. Our gross interest cost was ~~$6.6~~$26.6 million and ~~$7.0~~$21.9 million for the ~~three~~nine months ended ~~March 31,~~September 30, 2022 and 2021, respectively. The ~~decrease~~increase in gross interest is primarily due ~~lower borrowing.~~to higher borrowings. There were no capitalized interest costs for the ~~three~~nine months ended ~~March 31,~~September 30, 2022 and 2021.

Income Taxes. The Company recorded an income tax ~~benefit~~provision of ~~$2.8~~$7.7 million for the ~~three~~nine months ended ~~March 31,~~September 30, 2022 primarily attributable to a deferred federal income tax ~~benefit~~expense and deferred state ~~deferred~~ income tax ~~benefit.~~expense. The benefit is a product of the overall forecasted annual effective tax rate applied to the year to date ~~loss, and thus is a reduction of our deferred tax liability at December 31, 2021.~~income. There was no$0.4 million income tax ~~expense or~~ benefit for the ~~three~~nine months ended ~~March 31, 2021.~~September 30, 2021 which was fully attributable to a current state income tax benefit.

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Critical Accounting Policies and New Accounting Pronouncements

There have been no changes in the critical accounting policies disclosed in our 2021 Annual Report on Form 10-K.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Commodity Risk. Our major market risk exposure is the commodity pricing applicable to our oil and natural gas production. Realized commodity prices received for such production are primarily driven by the prevailing worldwide price for crude oil and spot prices applicable to natural gas. This commodity pricing volatility has continued with unpredictable price swings in recent periods.

Our price risk management policy permits the utilization of agreements and financial instruments (such as futures, forward contracts, swaps and options contracts) to mitigate price risk associated with fluctuations in oil and natural gas prices. We do not utilize these agreements and financial instruments for trading and only enter into derivative agreements with banks in our Credit Facility. For additional discussion related to our price risk management policy, refer to Note 8 of our condensed consolidated financial statements included in Item 1 of this report.

Customer Credit Risk. We are exposed to the risk of financial non-performance by customers. Our ability to collect on sales to our customers is dependent on the liquidity of our customer base. Continued volatility in both credit and commodity markets may reduce the liquidity of our customer base. To manage customer credit risk, we monitor credit ratings of customers and, when considered necessary, we also obtain letters of credit from certain customers, parent company guarantees, if applicable, and other collateral as considered necessary to reduce risk of loss. Due to availability of other purchasers, we do not believe the loss of any single oil or natural gas customer would have a material adverse effect on our results of operations.

Concentration of Sales Risk. A large portion of our oil and gas sales are made to Kinder Morgan, Inc. and its affiliates and we expect to continue this relationship in the future. We believe that the business risk of this relationship is mitigated by the reputation and nature of their business and the availability of other purchasers.

Interest Rate Risk. At ~~March 31,~~September 30, 2022, we had a combined ~~$350.0~~$630.0 million drawn under our Credit Facility and our Second Lien, which bear floating rates of interest and therefore are susceptible to interest rate fluctuations. These variable interest rate borrowings are also impacted by changes in short-term interest rates. A hypothetical one percentage point increase in interest rates on our borrowings outstanding under our Credit Facility and Second Lien at ~~March 31,~~September 30, 2022 would increase our annual interest expense by ~~$3.5~~$6.3 million.

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Item 4. Controls and Procedures

Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, consisting of controls and other procedures designed to give reasonable assurance that information we are required to disclose in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to management, including our Chief Executive Officer and our Chief Financial Officer, to allow timely decisions regarding such required disclosure. Our Chief Executive Officer and Chief Financial Officer have evaluated such disclosure controls and procedures as of the end of the period covered by this quarterly report on Form 10-Q and have determined that such disclosure controls and procedures are effective.

Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting during the three months ended ~~March 31,~~September 30, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

No material legal proceedings are pending other than ordinary, routine litigation incidental to the Company’s business.

Item 1A. Risk Factors.

A description of our risk factors can be found in ~~“Item~~“Part I, Item 1A. Risk Factors” included in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2021. There~~2021 and “Part II, Item 1A. Risk Factors” included in our Quarterly Report on Form 10-Q for the period ended March 31, 2022. Other than as provided below, there have been no material changes in our risk factors disclosed in the 2021 Annual Report on Form 10-K ~~except as set forth below:~~and Quarterly Report on Form 10-Q for the period ended March 31, 2022.

~~There~~We may not be able to utilize a portion of our NOLs to offset future taxable income for U.S. federal income tax purposes, which could adversely affect our net income and cash flow.

As of December 31, 2021, we had federal NOLs of approximately $463 million, approximately $274 million of which will expire in varying amounts beginning in 2033 through 2037. Utilization of these NOLs depends on many factors, including our future taxable income, which cannot be assured. In addition, Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), imposes limitations on a corporation’s ability to utilize its NOLs if it experiences an ownership change (as determined under Section 382 of the Code). Generally, an ownership change occurs if one or more shareholders (or groups of shareholders), each of whom is ~~no assurance as~~deemed to ~~when~~own five percent or ifmore in value of a corporation’s stock, increase their aggregate percentage ownership by more than 50 percent over the ~~Sundance transaction~~lowest percentage of stock owned by those shareholders at any time during the preceding three-year period. In the event of an ownership change, utilization of the NOLs would be subject to an annual limitation under Section 382. We believe we had an ownership change in August 2022 and, therefore, are subject to an annual limitation on the usage of our NOLs generated prior to the ownership change. However, we do not expect to have any of our NOLs expire before becoming available to be utilized by the Company. Management will continue to monitor the potential impact of Section 382 with respect to our NOLs. Additional changes in our future stock ownership or future regulatory changes could also limit our ability to utilize our NOLs. To the extent we are not able to offset future taxable income with our NOLs, our net income and cash flow may be ~~completed. Failure~~adversely affected

Certain provisions of our Charter (as defined below), our Bylaws (as defined below) and the Rights Agreement may make it difficult for stockholders to ~~obtain required approvals necessary to satisfy closing conditions~~change the composition of our Board and may discourage, delay or prevent ~~completion of the Sundance transaction.~~a merger or acquisition that some stockholders may consider beneficial.

~~The completion~~Certain provisions of our Certificate of Incorporation, as amended, effective April 22, 2016 ( the “Charter”) and our Second Amended and Restated Bylaws, effective October 31, 2022 (the “Bylaws”) and our existing director nomination agreement may have the effect of delaying or preventing changes in control if our Board determines that such changes in control are not in the best interests of the ~~Sundance transaction is subject to a number of closing conditions, some of which are out of SilverBow’s control, including the following:~~Company and our stockholders. The provisions in our Charter and Bylaws and our existing director nomination agreement include, among other things, those that:

•~~approval~~provide for a classified board of ~~the issuance of shares of common stock of SilverBow (the “Common Shares”) by SilverBow shareholders;~~directors;

•authorize our Board to issue preferred stock and to determine the ~~aggregate value~~price and other terms, including preferences and voting rights, of any title and environmental defects, and the allocated value attributable to assets subject to unobtained preferential purchase rights and certain consents related to the assets being transferred being less than $48 million;those shares without stockholder approval;

•~~material performance by~~establish advance notice procedures for nominating directors or presenting matters at stockholder meetings;

•provide SVP the ~~other party~~right to nominate up to two of ~~all of the obligations, agreements and covenants of the transaction agreement to be performed at or prior to the closing of the Sundance transaction;~~our directors; and

•limit the ~~accuracy~~persons who may call special meetings of representations and warranties made by the other party in the transaction agreement (subject generally to a material adverse effect standard, with different standards applicable to certain representations and warranties).stockholders.

~~SilverBow cannot~~While these provisions have the effect of encouraging persons seeking to acquire control of the Company to negotiate with our Board, they could enable the Board to hinder or frustrate a transaction that some, or a majority, of the stockholders may believe to be in their best interests and, in that case, may prevent or discourage attempts to remove and replace incumbent directors. These provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our Board, which is responsible for appointing the members of our management. Furthermore, we have entered into a director nomination agreement with each of SVP, and other former holders of our senior notes that provides for certain that its shareholders will approve the issuance of shares in connection with the Sundance transaction. SilverBow also cannot be certain when it and Sundance will be able to satisfy the other closing conditions or whether those closing conditions will be satisfied. If any of these conditions are not satisfied or waived prior to September 2, 2022, it is possible that the transaction agreement may be terminated. Although the parties have agreed in the transaction agreement to use commercially reasonable efforts,continuing nomination rights subject to ~~certain limitations, to complete the Sundance transaction, these and other~~ conditions ~~to the completion of the Sundance transaction may fail to be satisfied.~~on share ownership.

~~Current SilverBow shareholders will have a reduced ownership and voting interest in SilverBow after the Sundance transaction and will exercise less influence over management.~~

The consideration for the Sundance transaction payable at closing will include 4,148,472 Common Shares. After closing of the Sundance transaction, current SilverBow shareholders (after giving effect to the shares issued in the SandPoint acquisition) will own approximately 81.4% of the outstanding Common Shares and former shareholders of Sundance will own approximately 18.6% of the outstanding Common Shares. Accordingly, the issuance of SilverBow shares to Sundance’s shareholders in the Sundance transaction will reduce the relative voting power of current SilverBow shareholders. Consequently, current SilverBow shareholders as a group will have less influence over the management and policies of SilverBow after the Sundance transaction than prior to the transaction.

The pendency of the Sundance transaction could have an adverse effect on the trading price of the Common Shares and the business, financial condition, results of operations or business prospects for SilverBow and/or Sundance.

~~The pendency of the Sundance transaction could disrupt SilverBow’s business, including in the following ways:~~

•third parties may seek to terminate or renegotiate their relationships with SilverBow or Sundance, or may delay or defer certain business decisions, as a result of the Sundance transaction, whether pursuant to the terms of their existing agreements with SilverBow or Sundance~~or otherwise;~~

•the attention of the SilverBow and Sundance’s management may be directed toward completion of the Sundance transaction and related matters and may be diverted from the day-to-day business operations of their respective companies, including from other opportunities that otherwise might be beneficial to SilverBow and Sundance ; and

•the transaction agreement restricts SilverBow and Sundance from taking certain specified actions while the Sundance transaction is pending without first obtaining written consent of the other party, which may restrict SilverBow or

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~~Sundance from pursuing otherwise attractive business opportunities~~Additionally, on September 20, 2022, the Board adopted the Rights Agreement and ~~making other changes~~declared a dividend distribution of one Right for each outstanding share of Company common stock to ~~their businesses before completion~~holders of record on October 5, 2022. In the event that a person or group acquires beneficial ownership of 15% or more of the ~~Sundance transaction~~Company’s then-outstanding common stock, subject to certain exceptions, each Right would entitle its holder (other than such person or ~~termination~~members of such group) to purchase additional shares of Company common stock at a substantial discount to the public market price. In addition, at any time after a person or group acquires beneficial ownership of 15% or more of the ~~transaction agreement.~~

~~Should they occur, any~~outstanding common stock, subject to certain exceptions, the Board may direct the Company to exchange the Rights (other than Rights owned by such person or certain related parties, which will have become null and void), in whole or in part, at an exchange ratio of ~~these matters~~one share of common stock per Right (subject to adjustment).While in effect, the Rights Agreement could ~~adversely affect the trading price~~make it more difficult for a third party to acquire control of the ~~Common Shares~~Company or ~~harm the financial condition, results of operations or business prospects of SilverBow and/or Sundance.~~

~~Failure to complete the Sundance transaction could negatively impact SilverBow’s share price and future business and financial results.~~

~~If the Sundance transaction is not completed, SilverBow’s ongoing business may be adversely affected, and SilverBow may be subject to several risks, including the following:~~

•~~having to pay certain costs relating to the Sundance transaction, such as legal, accounting, financial advisor and other fees and expenses and, in certain circumstances, liquidated damages;~~

•a ~~potential decline in the price~~large block of the ~~Common Shares to~~common stock of the ~~extent that~~Company without the ~~current market price reflects a market assumption that~~approval of the ~~Sundance transaction~~Board. The Rights Agreement will ~~be completed;~~

•~~reputational harm due to the adverse perception of any failure to successfully complete the Sundance transaction; and~~

•~~having had the focus of SilverBow’s management~~expire on the ~~Sundance transaction instead~~earliest of (a) 5:00 p.m., New York City time, on ~~pursuing other opportunities that could have been beneficial to SilverBow.~~the first business day after the 2023 annual stockholders’ meeting, (b) 5:00 p.m., New York City time, on June 30, 2023, (c) the time at which the Rights are redeemed and (d) the time at which the Rights are exchanged in full.

~~SilverBow has incurred and will continue to incur significant transaction costs in connection with the Sundance transaction.~~

SilverBow expects to incur a number of non-recurring transaction-related costs associated with completing the Sundance transaction, combining the operations of the two organizations and achieving desired synergies. These fees and costs will be substantial. Non-recurring transaction costs include, but are not limited to, fees paid to financial, legal and accounting advisors, filing fees, printing costs, and costs of future resales of the Common Shares. Additional unanticipated costs may be incurred in the integration of the Sundance’s and SilverBow’s businesses. There can be no assurance that the elimination of certain duplicative costs, as well as the realization of other efficiencies related to the integration of the two businesses, will offset the incremental transaction-related costs over time.

The failure to integrate successfully the assets acquired in the Sundance transaction into SilverBow’s business in the expected timeframe would adversely affect SilverBow’s future results following the completion of the Sundance transaction.

The success of the Sundance transaction will depend, in large part, on the ability of SilverBow following the completion of the transaction to realize the anticipated benefits, including operating synergies, from the acquired assets. SilverBow must successfully integrate the properties and assets into SilverBow’s business. This integration will be complex and time-consuming, and significant management attention and resources will be required to integrate the property and assets. Delays in this process could adversely affect SilverBow’s business, financial results, financial condition and share price following the Sundance transaction.

Potential difficulties that may be encountered in the integration process include potential unknown liabilities and unforeseen expenses, delays or regulatory conditions associated with the Sundance transaction and performance shortfalls at one or both of the companies as a result of the diversion of management’s attention caused by completing the Sundance transaction . Even if SilverBow was able to integrate the assets successfully, there can be no assurance that this integration will result in the realization of the full benefits of synergies and operational efficiencies that may be possible from this integration and that these benefits will be achieved within a reasonable period of time.

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

~~The issuance~~Except as previously disclosed in a Current Report on Form 8-K, no unregistered sales of our common stock were made during the Common Shares in connection with the Sundance and SandPoint acquisitions will be completed in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(a)(2) thereof as transactions by an issuer not involving any public offering. SilverBow has agreed to use reasonable efforts to prepare and file a registration statement under the Securities Act to permit resale of the Common Shares.quarterly period ended September 30, 2022.

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Item 3. Defaults Upon Senior Securities.

~~Not applicable.~~None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

~~Not applicable.~~On October 31, 2022, the Board adopted the Second Amended and Restated Bylaws of the Company (the “Bylaws”), which became effective the same day. Among other things, the amendments: (a) eliminate the requirement to have a stockholder list available for inspection at the stockholder meeting; (b) update the procedural mechanics with respect to adjourned meetings of stockholders; (c) provide for procedures and requirements with respect to stockholders’ right to act by written consent in lieu of a meeting (including procedures and requirements for stockholders to request a record date for such action); (d) enhance the procedural mechanics and disclosure requirements relating to business proposals submitted and director nominations made by stockholders, including by requiring: (i) certain additional background information regarding the proposing stockholders, proposed nominees or business and other persons related to such matter, (ii) a representation as to whether such stockholder intends or is part of a group which intends to deliver, in the same manner required of the Company under the Exchange Act, a proxy statement or form of proxy to holders of shares representing, in the case of nominations, at least 67% of the voting power of the Company’s outstanding stock entitled to vote generally in the election of directors, or in the case of other business, at least the percentage of the voting power of the Company’s outstanding stock required to approve or adopt such proposal and (iii) a representation that, immediately after soliciting the required percentage of stockholders described above, the stockholder submitting such matter will provide the Company with evidence confirming that the necessary steps have been taken to deliver a proxy statement and form of proxy to holders of the required percentage of the voting power of the Company’s stock entitled to vote generally in the election of directors; (e) require that a stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white; and (f) opt out of Section 116 of the General Corporation Law of the State of Delaware by requiring that certain notices and other information or documents provided by stockholders to the Company pursuant to the Bylaws must be delivered in writing. The Bylaws also incorporate various other updates and technical, clarifying and conforming changes.

The preceding summary of the amendments to the Bylaws is qualified in its entirety by reference to, and should be read in connection with, the complete copy of the Second Amended and Restated Bylaws filed herewith as Exhibit 3.2.

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Item 6. Exhibits.

The following exhibits in this index are required by Item 601 of Regulation S-K and are filed herewith or are incorporated herein by reference:


3.1			~~First Amended and Restated~~Conformed Copy of Certificate of Incorporation of SilverBow Resources, Inc., as amended, effective ~~May 5, 2017~~April 22, 2016 (incorporated by reference as Exhibit 3.1 to SilverBow Resources, Inc.'s Quarterly Report on Form 10-Q filed May 8, 2017, File No. 001-08754).
~~3.2~~3.2*			~~First~~Second Amended and Restated Bylaws of SilverBow Resources, Inc., effective ~~May 5, 2017~~October 31, 2022.
3.3			Certificate of Designation, Preferences, and Rights of Series B Junior Participating Preferred Stock of the Company (incorporated by reference as Exhibit ~~3.2 to SilverBow Resources, Inc.'s Form 10-Q filed May 8, 2017, File No. 001-08754).~~
10.1*+			~~Form of Restricted Stock Unit Agreement - Non-Employee Directors~~ ~~2022.~~
10.2*+			~~Form of Restricted Stock Unit Agreement – Officers 2022.~~
10.3*+			~~Form of Performance Share Unit Agreement – Officers 2022.~~
~~10.4~~			Ninth Amendment to First Amended and Restated Senior Secured Revolving Credit Agreement dated as of April 12, 2022, by and among SilverBow Resources, Inc., as borrower, JPMorgan Chase Bank, N.A., as administrative agent, the guarantors party thereto and certain lenders party thereto (incorporated by reference as Exhibit 10.13.1 to SilverBow Resources, Inc.’s Current Report on Form 8-K filed ~~April 13,~~September 20, 2022, File No. 001-08754).
~~10.5~~4.1			~~Purchase and Sale~~Rights Agreement dated ~~April 13,~~as of September 20, 2022, by and between ~~SilverBow Resources, Inc.~~the Company and ~~SilverBow Resources Operating,~~American Stock Transfer & Trust Company, LLC, ~~and Sundance Energy, Inc., Armadillo E&P, Inc. and SEA Eagle Ford, LLC~~as rights agent, which includes as Exhibit B the Form of Rights Certificate (incorporated by reference as Exhibit ~~10.1~~4.1 to SilverBow Resources, Inc.’s Current Report on Form 8-K filed ~~April 14, 2022, File No. 001-08754).~~
~~10.6~~			~~Voting Agreement, dated April 13, 2022, between SilverBow Resources, Inc. and SVMF 71 LLC (incorporated by reference as Exhibit 10.2 to SilverBow Resources, Inc.’s Form 8-K filed April 14,~~September 20, 2022, File No. 001-08754).
31.1*			Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
31.2*			Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
32.1#			Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350.
101*			The following materials from SilverBow Resources, Inc.'s Quarterly Report on Form 10-Q for the quarter ended ~~March 31,~~September 30, 2022 formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets (Unaudited), (ii) the Condensed Consolidated Statements of Operations (Unaudited), (iii) the Consolidated Statements of Stockholders Equity (Unaudited), (iv) the Condensed Consolidated Statements of Cash Flows (Unaudited), and (v) Notes to the Condensed Consolidated Financial Statements.
104			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*Filed herewith

# Furnished herewith. Not considered to be ~~"filed"~~“filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section.

~~+ Management contract or compensatory plan or arrangement.~~

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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.

SILVERBOW RESOURCES, INC.
(Registrant)

Date:

~~May 5,~~November 3, 2022

By:

/s/ Christopher M. Abundis

Christopher M. Abundis
Executive Vice President,
Chief Financial Officer,
General Counsel and Secretary

Date:

~~May 5,~~November 3, 2022

By:

/s/ W. Eric Schultz

W. Eric Schultz
Controller

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	As of March 31, 2022
2022 (Remaining)	$	6,641
2023	7,578
2024	1,302
2025	781
2026	660
Thereafter	527
Total undiscounted lease payments	17,489
Present value adjustment	(1,064)
Net operating lease liabilities	$	16,425