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ACQUISITIONS AND DIVESTITURES (Tables) | 3 Months Ended
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Mar. 31, 2022
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 Crestone Peak 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 condensed consolidated results of operations for the three months ended March 31, 2021, 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.
|  | Three Months Ended March 31, 2021
|  | As reported |  | HighPoint(1) |  | Extraction(2) |  | Crestone Peak(2) |  | Civitas Pro Forma Combined
Total revenue |  | $ | 74,159 |  |  | $ | 72,019 |  |  | $ | 292,484 |  |  | $ | 126,654 |  |  | $ | 565,316 |
Net income (loss) |  | (119) |  |  | (46,434) |  |  | 983,201 |  |  | (78,552) |  |  | 858,096 |
Net income (loss) per common share - basic |  | $ | (0.01) |  |  |  |  |  |  |  |  | $ | 10.19 |
Net income (loss) per common share - diluted |  | $ | (0.01) |  |  |  |  |  |  |  |  | $ | 10.14 |
_________________________ |  |  |  |  |  |  |  |  |  |
(1) Based on a closing date of April 1, 2021. |  |  |  |  |  |  |  |  |  |
(2) Based on a closing date of November 1, 2021. |  |  |  |  |  |  |  |

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- 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
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