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ACQUISITIONS AND DIVESTITURES (Tables) | 3 Months Ended
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Mar. 31, 2024
Business Combination and Asset Acquisition [Abstract] |
Schedule of Consideration Transferred and Preliminary Purchase Price Allocation | In connection with and upon execution of the Vencer Purchase and Sale Agreement, we deposited cash of $161.3 million with an escrow agent. This deposit, along with interest accrued thereon, was credited against the cash payable at closing.The following tables present the consideration transferred and preliminary purchase price allocation of the assets acquired and the liabilities assumed in the Vencer Acquisition:
Consideration (in thousands, except per share amount) |
Cash consideration | $ | 1,000,000 |
Deferred acquisition consideration(1)(3) | $ | 532,284 |
Shares of common stock issued | 7,181,527 |
Closing price per share(2) | $ | 68.08 |
Equity consideration(3) | $ | 488,918 |
Total consideration | $ | 2,021,202 |
_______________________ (1)Based on discounted fixed and determinable future payments of cash. (2)Based on the closing stock price of Civitas common stock on January 2, 2024. (3)Amounts represent non-cash investing and financing activities.
Preliminary Purchase Price Allocation (in thousands) |
Assets Acquired |
Proved properties | $ | 1,853,288 |
Unproved properties | 231,548 |
Other property and equipment | 666 |
Right-of-use assets | 4,049 |
Total assets acquired | $ | 2,089,551 |
Liabilities Assumed |
Crude oil and natural gas revenue distribution payable | $ | 24,143 |
Asset retirement obligations | 40,157 |
Lease liability | 4,049 |
Total liabilities assumed | 68,349 |
Net assets acquired | $ | 2,021,202 |
Preliminary Purchase Price Allocation (in thousands) |
Assets Acquired |
Cash and cash equivalents | $ | 30,671 |
Accounts receivable - crude oil and natural gas sales | 89,766 |
Accounts receivable - joint interest and other | 4,463 |
Proved properties | 2,135,085 |
Unproved properties | 115,802 |
Other property and equipment | 520 |
Right-of-use assets | 30,393 |
Total assets acquired | $ | 2,406,700 |
Liabilities Assumed |
Accounts payable and accrued expenses | $ | 97,739 |
Production taxes payable | 10,320 |
Crude oil and natural gas revenue distribution payable | 75,267 |
Asset retirement obligations | 8,299 |
Lease liability | 30,393 |
Total liabilities assumed | 222,018 |
Net assets acquired | $ | 2,184,682 |
The following tables present the consideration transferred and preliminary purchase price allocation of the assets acquired and the liabilities assumed in the Tap Rock Acquisition:
Consideration (in thousands, except per share amount) |
Cash consideration | $ | 1,502,880 |
Shares of common stock issued | 13,538,472 |
Closing price per share(1) | $ | 73.14 |
Equity consideration | $ | 990,204 |
Total consideration | $ | 2,493,084 |
_______________________ (1)Based on the closing stock price of Civitas common stock on August 2, 2023.
Preliminary Purchase Price Allocation (in thousands) |
Assets Acquired |
Cash and cash equivalents | $ | 6,543 |
Accounts receivable - crude oil and natural gas sales | 106,255 |
Accounts receivable - joint interest and other | 31,300 |
Prepaid expenses and other | 17,930 |
Proved properties | 2,330,485 |
Unproved properties | 298,859 |
Other property and equipment | 12,827 |
Right-of-use assets | 626 |
Total assets acquired | $ | 2,804,825 |
Liabilities Assumed |
Accounts payable and accrued expenses | $ | 150,138 |
Production taxes payable | 9,692 |
Crude oil and natural gas revenue distribution payable | 68,094 |
Ad valorem taxes | 1,407 |
Asset retirement obligations | 31,518 |
Lease liability | 626 |
Deferred revenue | 50,266 |
Total liabilities assumed | 311,741 |
Net assets acquired | $ | 2,493,084 |
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 three months ended March 31, 2023, assuming the Vencer Acquisition had been completed as of January 1, 2023 and the Hibernia Acquisition and Tap Rock Acquisition had been completed as of January 1, 2022. The pro forma financial information is not necessarily indicative of the results of operations that would have been achieved if the Vencer Acquisition, Hibernia Acquisition, and Tap Rock Acquisition had been effective as of those dates, or of future results, and includes certain nonrecurring pro forma adjustments that were directly related to these business combinations.
|  |  |  | Three Months Ended March 31, |  |
|  |  |  | 2023 |  |  |  |
Total revenue |  |  |  | $ | 1,234,007 |  |  |  |  |
Net income |  |  |  | 329,254 |  |  |  |  |
Earnings per common share - basic |  |  |  | $ | 3.21 |  |  |  |  |
Earnings per common share - diluted |  |  |  | 3.19 |  |  |  |  |

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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 -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Paragraph 1 -Section 50 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479907/805-20-50-1 + Details
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