XML 46 R26.htm IDEA: XBRL DOCUMENT v3.22.0.1

ACQUISITIONS AND DIVESTITURES (Tables)

12 Months Ended

Dec. 31, 2021

Business Combination and Asset Acquisition [Abstract]

Schedule of Merger Consideration and Preliminary Purchase Price Allocations

The following tables present the HighPoint Merger consideration and purchase price allocation of the assets acquired and the liabilities assumed in the HighPoint Merger:

Merger Consideration (in thousands, except per share amount)
Shares of Civitas Common Stock issued to existing holders of HighPoint Common Stock (1)						488
Shares of Civitas Common Stock issued to existing holders of HighPoint Senior Notes						9,314
Total additional shares of Civitas Common Stock issued as merger consideration						9,802
Closing price per share of Civitas Common Stock (2)						$	38.25
Merger consideration paid in shares of Civitas Common Stock						$	374,933
Aggregate principal amount of the 7.5% Senior Notes						100,000
Total merger consideration						$	474,933

_________________________

(1) Based on the number of shares of HighPoint Common Stock issued and outstanding as of April 1, 2021 and the conversion ratio of 0.11464 per share of Civitas Common Stock.

(2) Based on the closing stock price of Civitas Common Stock on April 1, 2021.

Purchase Price Allocation (in thousands)
Assets Acquired
Cash and cash equivalents						$	49,827
Accounts receivable - oil and natural gas sales						26,343
Accounts receivable - joint interest and other						9,161
Prepaid expenses and other						3,608
Inventory of oilfield equipment						4,688
Proved properties						539,820
Other property and equipment, net of accumulated depreciation						2,769
Right-of-use assets						4,010
Deferred income tax assets						110,513
Other noncurrent assets						797
Total assets acquired						$	751,536
Liabilities Assumed
Accounts payable and accrued expenses						$	51,088
Oil and natural gas revenue distribution payable						20,786
Lease liability						4,010
Derivative liability						18,500
Current portion of long-term debt						154,000
Ad valorem taxes						3,746
Asset retirement obligations						24,473
Total liabilities assumed						276,603
Net assets acquired						$	474,933

The following tables present the merger consideration and preliminary purchase price allocation of the assets acquired and the liabilities assumed in the Extraction Merger:

Merger Consideration (in thousands, except per share amount)
Shares of Civitas Common Stock issued as merger consideration(1)						31,095
Closing price per share of Civitas Common Stock(2)						$	56.10
Merger consideration paid in shares of Civitas Common Stock						$	1,744,431
Unvested restricted stock compensation expense as merger consideration						$	19,338
Unvested performance restricted stock compensation expense allocated as merger consideration						2,897
Total merger consideration						$	22,235
Tranche A warrants issued as merger consideration						$	52,164
Tranche B warrants issued as merger consideration						25,299
Total warrant merger consideration						$	77,463
Total merger consideration						$	1,844,129

_________________________

(1) Based on the number of shares of Extraction Common Stock issued and outstanding as of November 1, 2021 and the conversion ratio of 1.1711 per share of Civitas Common Stock.

(2) Based on the closing stock price of Civitas Common Stock on November 1, 2021.

Preliminary Purchase Price Allocation (in thousands)
Assets Acquired
Cash and cash equivalents						$	106,360
Accounts receivable - oil and natural gas sales						119,585
Accounts receivable - joint interest and other						33,054
Prepaid expenses and other						3,044
Inventory of oilfield equipment						9,291
Derivative assets						5,834
Proved properties						1,876,014
Unproved properties						193,400
Other property and equipment, net of accumulated depreciation						40,068
Right-of-use assets						6,883
Deferred income tax assets						49,194
Other noncurrent assets						4,248
Total assets acquired						$	2,446,975
Liabilities Assumed
Accounts payable and accrued expenses						$	90,353
Production taxes payable						63,572
Oil and natural gas revenue distribution payable						170,002
Income tax payable						14,000
Lease liability						6,883
Derivative liability						100,474
Ad valorem taxes						87,071
Asset retirement obligations						68,741
Other noncurrent liabilities						1,750
Total liabilities assumed						602,846
Net assets acquired						$	1,844,129

The following tables present the merger consideration and preliminary purchase price allocation of the assets acquired and the liabilities assumed in the Crestone Peak Merger:

Merger Consideration (in thousands, except per share amount)
Shares of Civitas Common Stock issued as merger consideration						22,500
Closing price per share of Civitas Common Stock(1)						$	56.10
Merger consideration paid in shares of Civitas Common Stock						$	1,262,250

_________________________

(1) Based on the closing stock price of Civitas Common Stock on November 1, 2021.

Preliminary Purchase Price Allocation (in thousands)
Assets Acquired
Cash and cash equivalents						$	67,505
Accounts receivable - oil and natural gas sales						81,340
Accounts receivable - joint interest and other						9,917
Prepaid expenses and other						2,929
Inventory of oilfield equipment						11,951
Proved properties						1,797,814
Unproved properties						453,321
Other property and equipment, net of accumulated depreciation						7,980
Right-of-use assets						7,934
Total assets acquired						$	2,440,691
Liabilities Assumed
Accounts payable and accrued expenses						$	134,791
Production taxes payable						52,435
Oil and natural gas revenue distribution payable						83,950
Lease liability						7,934
Derivative liability						338,383
Credit facility						280,000
Ad valorem taxes						66,913
Deferred income tax liabilities						125,086
Asset retirement obligations						88,949
Total liabilities assumed						1,178,441
Net assets acquired						$	1,262,250

Schedule of Pro Forma Financial Information

The following unaudited pro forma financial information (in thousands, except per share amounts) represents a summary of the consolidated results of operations for the year ended December 31, 2021 and 2020, assuming the HighPoint, Extraction, and Crestone Peak mergers had been completed as of January 1, 2020. The pro forma financial information includes certain non-recurring pro forma adjustments that were directly attributable to the business combinations. The pro forma financial information is not necessarily indicative of the results of operations that would have been achieved if the mergers had been effective as of this date, or of future results.

						Year Ended December 31, 2021
						As reported						HighPoint(1)						Extraction(2)						Crestone Peak(2)						Civitas Pro Forma Combined
Total revenue						$	930,614					$	72,019					$	882,255					$	508,038					$	2,392,926
Net income (loss)						178,921						(46,657)						944,814						(299,688)						777,390
Net income per common share - basic						$	4.82																							$	9.37
Net income per common share - diluted						$	4.74																							$	9.30
_________________________
(1) Based on a closing date of April 1, 2021.
(2) Based on a closing date of November 1, 2021.
						Year Ended December 31, 2020
						As reported						HighPoint						Extraction						Crestone Peak						Civitas Pro Forma Combined
Total revenue						$	218,090					$	250,347					$	557,904					$	285,426					$	1,311,767
Net income (loss)						103,528						(1,081,347)						(1,335,406)						(268,057)						(2,581,282)
Net income (loss) per common share - basic						$	4.98																							$	(28.83)
Net income (loss) per common share - diluted						$	4.95																							$	(28.83)

X

- Definition

Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 2
-Subparagraph (h)(2)
-URI http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 2
-Subparagraph (h)(3)
-URI http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463

+ Details

Name:	us-gaap_BusinessAcquisitionProFormaInformationTextBlock
Namespace Prefix:	us-gaap_
Data Type:	dtr-types:textBlockItemType
Balance Type:	na
Period Type:	duration

X

- References

No definition available.

+ Details

Name:	us-gaap_BusinessCombinationAndAssetAcquisitionAbstract
Namespace Prefix:	us-gaap_
Data Type:	xbrli:stringItemType
Balance Type:	na
Period Type:	duration

X

- Definition

Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 20
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=123413009&loc=d3e4845-128472

+ Details

Name:	us-gaap_ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedTableTextBlock
Namespace Prefix:	us-gaap_
Data Type:	dtr-types:textBlockItemType
Balance Type:	na
Period Type:	duration