EagleRock Land, LLC
For the period ended Jun 30, 2026. Filed Aug 13, 2026.
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Jun 30, 2026 · Filed Aug 13, 2026
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Notes to Unaudited Condensed Consolidated Financial Statements
Notes to the Unaudited Condensed Consolidated Financial Statements
The Company
Organization and Business
EagleRock Land, LLC (“EagleRock” or the “Company”) was formed as a Texas limited liability company on December 1, 2025 to serve as the issuer in the IPO (as defined below). The Company is a holding company whose principal asset consists of membership interests (“OpCo Units”) in EagleRock Land Operating, LLC (“OpCo”). As the managing member of OpCo, the Company operates and controls all of the business and affairs of OpCo, and through OpCo, conduct its business. The Company’s accounting predecessor is Lea & Eddy Holdings, LLC (the “Predecessor”). The Company did not have any business transactions or activities from its inception until the acquisition of the OpCo Units, other than related to its formation and its initial capitalization.
The Company generates revenue from multiple sources, including the sale of water and other resources from the Company’s land, the use of surface acreage, and water handling infrastructure. The fees, royalty rates, payment structures and other commercial terms under contracts are negotiated individually, reflecting the specific surface use, type of resource development, anticipated operational intensity and expected production or extraction volumes associated with each agreement. The Company’s surface acreage is located in both the Delaware and Midland sub-basins of the Permian Basin.
The Company qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). The JOBS Act provides that an emerging growth company may take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of accounting standards until those standards would otherwise apply to private companies. The Company has elected to take advantage of this extended transition period, and as a result, it will comply with new or revised accounting standards on the relevant dates on which adoption is required for private companies. The Company would cease to be an emerging growth company if it has more than $1.235 billion in annual revenues, or more than $700.0 million in market value of its Class A shares held by non-affiliates or if the Company issues more than $1.0 billion of non-convertible debt securities over athree-year period. Additionally, we will cease to be an emerging growth company on the last day of the fiscal year following the fifth anniversary of the IPO date.
Initial Public Offering
On May 4, 2026, the Company, OpCo and certain contributing entities (collectively, the “Contributors”) entered into a Contribution and Assignment Agreement pursuant to which certain contributions and corporate reorganization steps were effected on May 15, 2026 in connection with the closing of EagleRock’s initial public offering (the “IPO”). In the IPO, the Company issued 17,300,000 Class A shares representing limited liability company interests (“Class A shares”) at a price to the publicof $18.50 per share. In addition, the Company granted the underwriters a 30-day option to purchase up to an additional 2,595,000 Class A shares at the public offering price, less underwriting discounts and commissions, which theunderwriters exercised in full on May 16, 2026. Additionally, as part of the IPO,4,560,688 Class B shares representing limited liability company interests (“Class B shares”) (and a corresponding number of OpCo Units) were exchanged for Class A shares. Concurrently with the closing of the IPO, (i) all interests in the subsidiaries of the Predecessor, DE IV Flow LLC (“DE Flow”) and in the entities that own the Shallow Valley Ranch (the “Shallow Valley Ranch ”) were contributed to OpCo in exchange for OpCo Units and (ii) cash was contributed to the Company by such contributors in exchange for a corresponding number of the Company’s Class B shares representing limited liability company interests (“Class B shares”).
Hydrosource Distribution
Immediately prior to the IPO, the Predecessor assigned all of its interests in one of its subsidiaries, Hydrosource Logistics, LLC (“Hydrosource”), to HL HoldCo, LLC (“HL HoldCo”) for no consideration (the “Hydrosource Distribution”). Hydrosource retained certain assets and liabilities of the Predecessor such as cash, current assets, other noncurrent assets, certain water infrastructure, surface acreage, current liabilities, and a portion of the Predecessor’s debt balance. The value of the net assets transferred to HL HoldCo was approximately $25.6 million inclusive of total cash transferred to Hydrosource of approximately $3.6 million, included in the unaudited condensed consolidated statements of cash flows within“Distribution to owners of the Predecessor”. The noncash net asset portion of the Hydrosource Distribution, inclusive of Predecessor reorganization prior to the distribution, was $22.0 million, and is included within the supplemental non-cash operating and financing activities section of unaudited condensed consolidated statements of cash flows within“Non-cash distribution to owners of the Predecessor”. The total net asset balance, excluding cash, consists of approximately $9.5 million of accounts receivable, net, $26.0 million of accounts receivable - related party, net, $0.2 million of other current assets, $71.0 million of property, plant and equipment and net intangible assets, $1.4 million of right of use assets, $8.3 million of accounts payable, $8.5 million of accrued liabilities, $1.3 million of lease liabilities, and $68.0 million of long term debt. For more information regarding the surface acreage retained by Hydrosource and the debt balance retained by Hydrosource, refer to Note 4 –Acquisitions– Intrepid Acquisition and Note 6 –Long Term Debt – Predecessor Credit Facility. The Hydrosource Distribution was determined to be a transaction between entities under common control, as the Predecessor and HL HoldCo share common ownership. As such, the
Hydrosource Distribution was accounted for as a deemed distribution increasing total shareholders’ and members’ equity, with no gain or loss recorded on the unaudited condensed consolidated statement of operations. The total amount of the deemed distribution was equal to the carrying value of the net assets transferred to HL HoldCo. Furthermore, the Company has a continuing involvement with Hydrosource, as the Company receives royalty revenue from Hydrosource from the operations Hydrosource. Refer to Note 11 –Related Party Transactionsfor more information on the Company's continuing involvement with Hydrosource. The Company evaluated the Hydrosource Distribution in accordance with Accounting Standards Codification (“ASC”) Topic 205-20, Discontinued Operations, and determined that the Hydrosource Distribution does not represent a strategic shift and thus does not qualify as a discontinued operation. Therefore, the results of Hydrosource are included in the Financial Statements prior to the Hydrosource Distribution.
Redemption Rights
Pursuant to the Amended and Restated Company Agreement of OpCo, dated as of May 15, 2026 (the “OpCo LLC Agreement”), each holder of an OpCo Unit (other than the Company) (each, a “Redeeming Member”) has the right, subject to certain limitations (the “Redemption Right”), to cause OpCo to acquire all or a portion of its OpCo Units (along with the surrender and cancellation of a corresponding number of our Class B Shares) for, at OpCo’s election, either (x) Class A Shares at a redemption rate of one Class A Share for each OpCo Unit redeemed, subject to adjustment for equity splits, dividends and reclassifications and other similar transactions (“applicable conversion rate adjustments”), or (y) cash in an amount equal to the Cash Election Amount (as defined in the OpCo LLC Agreement) of such Class A Shares. Alternatively, upon the exercise of the Redemption Right, the Company has the right, pursuant to the Call Right (as defined in the OpCo LLC Agreement), to acquire each tendered OpCo Unit directly from the Redeeming Member for, at the Company’s election, either (x) one Class A Share, subject to applicable conversion rate adjustments, or (y) cash in an amount equal to the Cash Election Amount of such Class A Shares. Notwithstanding the foregoing, prior to the Trigger Event, (i) OpCo may make a Cash Election to settle a redemption by a Sponsor, and (ii) the Company may make a Cash Election in connection with its exercise of its Call Right with respect to a redemption by a Sponsor, in each case only to the extent that, prior to or contemporaneously with making such election, the Company issues a number of equity securities at least equal to the number of OpCo Units subject to such redemption and, in the case of clause (i), contributes to OpCo an amount in cash equal to the net proceeds received by the Company from the issuance of such equity securities. For purposes of the foregoing, the “Sponsors” are, collectively, the Predecessor, Double Eagle IV Midco, LLC (“Double Eagle”) and the existing owners of the Shallow Valley Ranch (the “Shallow Valley Owners”), together with their respective Affiliates, and the “Trigger Event” is the first date on which the Sponsors no longer have the right to designate at least a majority of the Board pursuant to the Shareholder’s Agreements (as defined in the OpCo LLC Agreement).
Summary of Significant Accounting Policies
Basis of Accounting
The accompanying unaudited condensed consolidated financial statements and related notes (“Financial Statements”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with Rule 10-01 of Regulation S-X and reflect all adjustments, consisting of normal recurring adjustments which are, in the opinion of management, necessary for a fair statement of the financial results for the interim periods presented. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements and should be read in conjunction with the Company’s annual audited financial statements and accompanying notes for the year ended December 31, 2025, included within the Company’s final prospectus filed with the SEC on May 14, 2026, pursuant to Rule 424(b) under the Securities Act of 1933, as amended.
Change in Presentation
In connection with the completion of the IPO, the Company revised the revenue line items used by the Predecessor in the unaudited condensed consolidated statements of operations. Amounts previously presented within “Water sales,” “Related party water sales,” and “Surface and other revenues” are now presented within “Resource sales,” “Resource sales - related party,” “Surface use related revenues,” “Surface use royalties,” and “Surface use royalties - related party.” The revisions were made to better reflect the Company's revenue streams. The Company also combined the components of members' deficit previously presented separately: common units, additional paid-in capital - members’ interests, additional paid-in capital - warrants - related party, and accumulated deficit into a single line item titled “Members’ deficit” on the unaudited condensed consolidated balance sheets. The changes in presentation are reclassifications made to conform prior-period amounts to the current-period presentation; they do not represent a change in accounting principle or the correction of an error and did not result in a restatement. These changes have been applied retrospectively to all periods presented and had no impact on previously reported total revenues, income from operations, net income (loss), total members' deficit, or cash flows for any period presented.
Principles of Consolidation
The Financial Statements include the accounts of the Company, OpCo and OpCo's wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
In these Financial Statements, periods prior to May 15, 2026 reflect the financial statements of the Predecessor and its subsidiaries. Periods subsequent to the consummation of the IPO reflect the financial statements of the consolidated Company.
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