Business Combinations and Asset Acquisitions

3 Months Ended

Mar. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Note 2—Acquisitions and Divestitures

Colgate Merger

On September 1, 2022, the Company completed its merger (the “Merger”) with Colgate Energy Partners III, LLC (“Colgate”). Colgate was an independent oil and gas exploration and development company with properties located in the Delaware Basin. Refer to Note 2—Business Combination footnote in the notes to the consolidated financial statements in Item 8 of the Company’s 2022 Annual Report for additional details regarding the Merger.

Purchase Price Allocation

As of the date of this filing, the fair value of assets acquired and liabilities assumed are not complete and adjustments may be made. The Company expects to complete the purchase price allocation during the 12-month period subsequent to the Merger closing date. There were no adjustments to the purchase price allocation during the three months ended March 31, 2023.

Supplemental Unaudited Pro Forma Financial Information

The results of Colgate’s operations have been included in the Company’s consolidated financial statements since September 1, 2022, the effective date of the Merger. The following supplemental unaudited pro forma financial information (“pro forma information”) for the three months ended March 31, 2022 has been prepared from the respective historical consolidated financial statements of the Company and Colgate and has been adjusted to reflect the Merger as if it had occurred on January 1, 2022. The pro forma information reflects transaction accounting adjustments that the Company believes are factually supportable and that are expected to have a continuing impact on the results of operations, with the exception of certain nonrecurring items incurred in connection with the Merger. The pro forma information does not include any cost savings or other synergies that may result from the Merger or any estimated costs that will be incurred by the Company to integrate the Colgate assets.

The pro forma information is not necessarily indicative of the results that might have occurred had the Merger occurred in the past and is not intended to be a projection of future results. Future results may vary significantly from the results reflected in the following pro forma information.


	Three Months Ended March 31, 2022
Total Revenue	$	690,154
Net Income (loss)	(75,411)

Earnings (loss) per share:
Basic	$	(0.26)
Diluted	(0.26)

2023 Acquisition

On February 16, 2023, the Company completed the acquisition of approximately 4,000 net leasehold acres and 3,300 net royalty acres for an unadjusted purchase price of $98 million. The acquired assets consist largely of undeveloped acreage that is contiguous to one of the Company’s existing core acreage blocks in Lea County, New Mexico.

The acquisition was recorded as an asset acquisition in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations. Total consideration paid was $107.3 million after settlement statement adjustments, of which $61.8 million was allocated to unproved properties and $60.5 million to proved properties on a relative fair value basis, $9.8 million to net working capital (including $11.3 million in cash acquired), less a deferred tax liability assumed of

$24.8 million. As of March 31, 2023, the Company incurred $1.6 million in direct transaction costs related to this purchase that have been capitalized as acquisition costs.

2023 Divestiture

On March 13, 2023, the Company completed the sale of its saltwater disposal wells and associated produced water infrastructure in Reeves County, Texas. The total cash consideration received at closing was $125 million of which $65 million was directly related to the sale and transfer of control of its water assets, while the remaining $60 million consisted of contingent consideration that is tied to the Company’s future drilling, completion and water connection activity, which will require repayment if certain performance obligations through September 2026 are not met. This portion of the sale consideration that is tied to future performance has been recorded as a liability within the Company’s consolidated balance sheet. There was no gain or loss recognized as a result of this divestiture.