COVER PAGE
COVER PAGE - shares | 6 Months Ended | |
Jun. 30, 2024 | Jul. 31, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-35371 | |
Entity Registrant Name | Civitas Resources, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 61-1630631 | |
Entity Address, Address Line One | 555 17th Street, | |
Entity Address, Address Line Two | Suite 3700 | |
Entity Address, City or Town | Denver, | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80202 | |
City Area Code | 303 | |
Local Phone Number | 293-9100 | |
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Trading Symbol | CIVI | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 98,349,643 | |
Entity Central Index Key | 0001509589 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q2 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 91,884 | $ 1,124,797 |
Accounts receivable, net: | ||
Crude oil and natural gas sales | 559,736 | 505,961 |
Joint interest and other | 227,233 | 247,228 |
Derivative assets | 14,118 | 35,192 |
Deposits for acquisitions | 0 | 163,164 |
Prepaid expenses and other | 60,809 | 68,070 |
Total current assets | 953,780 | 2,144,412 |
Property and equipment (successful efforts method): | ||
Proved properties | 15,671,856 | 12,738,568 |
Less: accumulated depreciation, depletion, and amortization | (3,249,814) | (2,339,541) |
Total proved properties, net | 12,422,042 | 10,399,027 |
Unproved properties | 817,351 | 821,939 |
Wells in progress | 661,599 | 536,858 |
Other property and equipment, net of accumulated depreciation of $10,938 in 2024 and $9,808 in 2023 | 56,630 | 62,392 |
Total property and equipment, net | 13,957,622 | 11,820,216 |
Derivative assets | 500 | 8,233 |
Other noncurrent assets | 129,388 | 124,458 |
Total assets | 15,041,290 | 14,097,319 |
Current liabilities: | ||
Accounts payable and accrued expenses | 665,635 | 565,708 |
Production taxes payable | 259,304 | 421,045 |
Crude oil and natural gas revenue distribution payable | 705,343 | 766,123 |
Derivative liability | 70,835 | 18,096 |
Deferred acquisition consideration | 497,277 | 0 |
Other liabilities | 91,345 | 80,915 |
Total current liabilities | 2,289,739 | 1,851,887 |
Long-term liabilities: | ||
Long-term debt | 4,889,554 | 4,785,732 |
Ad valorem taxes | 189,917 | 307,924 |
Derivative liability | 936 | 0 |
Deferred income tax liabilities, net | 657,470 | 564,781 |
Asset retirement obligations | 317,886 | 305,716 |
Other long-term liabilities | 109,771 | 99,958 |
Total liabilities | 8,455,273 | 7,915,998 |
Commitments and contingencies (Note 6) | ||
Stockholders’ equity: | ||
Preferred stock, $.01 par value, 25,000,000 shares authorized, none outstanding | 0 | 0 |
Common stock, $.01 par value, 225,000,000 shares authorized, 98,347,937 and 93,774,901 issued and outstanding as of June 30, 2024 and December 31, 2023, respectively | 5,050 | 5,004 |
Additional paid-in capital | 5,318,431 | 4,964,450 |
Retained earnings | 1,262,536 | 1,211,867 |
Total stockholders’ equity | 6,586,017 | 6,181,321 |
Total liabilities and stockholders’ equity | $ 15,041,290 | $ 14,097,319 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Other property and equipment, accumulated depreciation | $ 10,938 | $ 9,808 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 25,000,000 | 25,000,000 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 225,000,000 | 225,000,000 |
Common stock, shares issued (in shares) | 98,347,937 | 93,774,901 |
Common stock, shares outstanding (in shares) | 98,347,937 | 93,774,901 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Operating net revenues: | ||||
Total operating net revenues | $ 1,312,694 | $ 660,526 | $ 2,641,897 | $ 1,316,548 |
Operating expenses: | ||||
Lease operating expense | 126,606 | 51,230 | 258,071 | 97,068 |
Severance and ad valorem taxes | 101,913 | 52,443 | 203,819 | 104,805 |
Exploration | 1,340 | 546 | 12,874 | 1,117 |
Depreciation, depletion, and amortization | 521,090 | 232,786 | 987,930 | 434,089 |
Transaction costs | 7,877 | 31,145 | 30,597 | 31,627 |
General and administrative expense (including $12,262, $9,895, $23,461, and $17,275, respectively, of stock-based compensation) | 59,135 | 33,541 | 117,013 | 70,399 |
Other operating expense | 1,458 | 1,199 | 9,024 | 1,337 |
Total operating expenses | 925,827 | 481,082 | 1,828,198 | 896,047 |
Other income (expense): | ||||
Derivative gain (loss), net | 7,578 | 4,927 | (102,102) | 30,087 |
Interest expense | (114,897) | (8,753) | (224,683) | (16,202) |
Loss on property transactions, net | 0 | (13) | (1,430) | (254) |
Other income | 3,434 | 8,045 | 8,338 | 17,068 |
Total other income (expense) | (103,885) | 4,206 | (319,877) | 30,699 |
Income from operations before income taxes | 282,982 | 183,650 | 493,822 | 451,200 |
Income tax expense | (66,993) | (44,363) | (102,012) | (109,452) |
Net income, basic | 215,989 | 139,287 | 391,810 | 341,748 |
Net income, diluted | $ 215,989 | $ 139,287 | $ 391,810 | $ 341,748 |
Earnings per common share: | ||||
Basic (in dollars per share) | $ 2.17 | $ 1.73 | $ 3.92 | $ 4.22 |
Diluted (in dollars per share) | $ 2.15 | $ 1.72 | $ 3.88 | $ 4.18 |
Weighted-average common shares outstanding: | ||||
Basic (in shares) | 99,426 | 80,393 | 100,062 | 81,052 |
Diluted (in shares) | 100,245 | 81,144 | 100,865 | 81,824 |
Crude oil, natural gas, and NGL sales | ||||
Operating net revenues: | ||||
Total operating net revenues | $ 1,311,532 | $ 658,840 | $ 2,639,288 | $ 1,313,681 |
Midstream operating expense | ||||
Operating net revenues: | ||||
Total operating net revenues | 1,162 | 1,686 | 2,609 | 2,867 |
Operating expenses: | ||||
Operating expense | 11,939 | 13,319 | 25,500 | 23,380 |
Gathering, transportation, and processing | ||||
Operating expenses: | ||||
Operating expense | $ 94,469 | $ 64,873 | $ 183,370 | $ 132,225 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||||
General and administrative expense, stock-based compensation | $ 12,262 | $ 9,895 | $ 23,461 | $ 17,275 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Retained Earnings |
Balance at beginning of period (in shares) at Dec. 31, 2022 | 85,120,287 | |||
Balance at beginning of period at Dec. 31, 2022 | $ 5,373,919 | $ 4,918 | $ 4,211,197 | $ 1,157,804 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Restricted common stock issued (in shares) | 112,052 | |||
Stock used for tax withholdings (in shares) | (30,111) | |||
Stock used for tax withholdings | (2,118) | (2,118) | ||
Exercise of stock options (in shares) | 13,352 | |||
Exercise of stock options | 440 | 440 | ||
Common stock repurchased and retired (in shares) | (4,918,032) | |||
Common stock repurchased and retired | (303,455) | $ (49) | (243,312) | (60,094) |
Stock-based compensation | 7,380 | 7,380 | ||
Cash dividends | (176,878) | (176,878) | ||
Net income | 202,461 | 202,461 | ||
Balance at ending of period (in shares) at Mar. 31, 2023 | 80,297,548 | |||
Balance at end of period at Mar. 31, 2023 | 5,101,749 | $ 4,869 | 3,973,587 | 1,123,293 |
Balance at beginning of period (in shares) at Dec. 31, 2022 | 85,120,287 | |||
Balance at beginning of period at Dec. 31, 2022 | 5,373,919 | $ 4,918 | 4,211,197 | 1,157,804 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income | 341,748 | |||
Balance at ending of period (in shares) at Jun. 30, 2023 | 80,220,613 | |||
Balance at end of period at Jun. 30, 2023 | 5,046,687 | $ 4,869 | 3,957,513 | 1,084,305 |
Balance at beginning of period (in shares) at Mar. 31, 2023 | 80,297,548 | |||
Balance at beginning of period at Mar. 31, 2023 | 5,101,749 | $ 4,869 | 3,973,587 | 1,123,293 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Restricted common stock issued (in shares) | 375,615 | |||
Restricted common stock issued | 4 | $ 4 | ||
Stock used for tax withholdings (in shares) | (139,895) | |||
Stock used for tax withholdings | (10,496) | $ (1) | (10,495) | |
Exercise of stock options (in shares) | 111 | |||
Exercise of stock options | 4 | 4 | ||
Common stock repurchased and retired (in shares) | (312,766) | |||
Common stock repurchased and retired | (20,398) | $ (3) | (15,478) | (4,917) |
Stock-based compensation | 9,895 | 9,895 | ||
Cash dividends | (173,358) | (173,358) | ||
Net income | 139,287 | 139,287 | ||
Balance at ending of period (in shares) at Jun. 30, 2023 | 80,220,613 | |||
Balance at end of period at Jun. 30, 2023 | $ 5,046,687 | $ 4,869 | 3,957,513 | 1,084,305 |
Balance at beginning of period (in shares) at Dec. 31, 2023 | 93,774,901 | 93,774,901 | ||
Balance at beginning of period at Dec. 31, 2023 | $ 6,181,321 | $ 5,004 | 4,964,450 | 1,211,867 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance pursuant to acquisition (in shares) | 7,181,527 | |||
Issuance pursuant to acquisition | 488,918 | $ 72 | 488,846 | |
Restricted common stock issued (in shares) | 255,442 | |||
Restricted common stock issued | 2 | $ 2 | ||
Stock used for tax withholdings (in shares) | (99,307) | |||
Stock used for tax withholdings | (7,070) | $ (1) | (7,069) | |
Common stock repurchased and retired (in shares) | (1,028,468) | |||
Common stock repurchased and retired | (66,936) | $ (10) | (54,447) | (12,479) |
Stock-based compensation | 11,199 | 11,199 | ||
Cash dividends | (148,327) | (148,327) | ||
Net income | 175,821 | 175,821 | ||
Balance at ending of period (in shares) at Mar. 31, 2024 | 100,084,095 | |||
Balance at end of period at Mar. 31, 2024 | $ 6,634,928 | $ 5,067 | 5,402,979 | 1,226,882 |
Balance at beginning of period (in shares) at Dec. 31, 2023 | 93,774,901 | 93,774,901 | ||
Balance at beginning of period at Dec. 31, 2023 | $ 6,181,321 | $ 5,004 | 4,964,450 | 1,211,867 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income | $ 391,810 | |||
Balance at ending of period (in shares) at Jun. 30, 2024 | 98,347,937 | 98,347,937 | ||
Balance at end of period at Jun. 30, 2024 | $ 6,586,017 | $ 5,050 | 5,318,431 | 1,262,536 |
Balance at beginning of period (in shares) at Mar. 31, 2024 | 100,084,095 | |||
Balance at beginning of period at Mar. 31, 2024 | 6,634,928 | $ 5,067 | 5,402,979 | 1,226,882 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Restricted common stock issued (in shares) | 48,999 | |||
Restricted common stock issued | 1 | $ 1 | ||
Stock used for tax withholdings (in shares) | (18,571) | |||
Stock used for tax withholdings | (1,436) | (1,436) | ||
Exercise of stock options (in shares) | 222 | |||
Exercise of stock options | 6 | 6 | ||
Common stock repurchased and retired (in shares) | (1,766,808) | |||
Common stock repurchased and retired | (124,936) | $ (18) | (95,380) | (29,538) |
Stock-based compensation | 12,262 | 12,262 | ||
Cash dividends | (150,797) | (150,797) | ||
Net income | $ 215,989 | 215,989 | ||
Balance at ending of period (in shares) at Jun. 30, 2024 | 98,347,937 | 98,347,937 | ||
Balance at end of period at Jun. 30, 2024 | $ 6,586,017 | $ 5,050 | $ 5,318,431 | $ 1,262,536 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) (Parenthetical) - $ / shares | 3 Months Ended | |||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | |
Statement of Stockholders' Equity [Abstract] | ||||
Dividends declared (in dollars per share) | $ 1.50 | $ 1.45 | $ 2.12 | $ 2.15 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | ||
Cash flows from operating activities: | |||
Net income | $ 391,810 | $ 341,748 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation, depletion, and amortization | 987,930 | 434,089 | |
Stock-based compensation | 23,461 | 17,275 | |
Derivative (gain) loss, net | 102,102 | (30,087) | |
Derivative cash settlement loss, net | (23,907) | (11,885) | |
Amortization of deferred financing costs and deferred acquisition consideration | 25,389 | 2,305 | |
Loss on property transactions, net | 1,430 | 254 | |
Deferred income tax expense | 92,689 | 89,975 | |
Other, net | (1,965) | 292 | |
Changes in operating assets and liabilities, net | (426,819) | 32,064 | |
Net cash provided by operating activities | 1,172,120 | 876,030 | |
Cash flows from investing activities: | |||
Acquisitions of businesses, net of cash acquired | (867,596) | 0 | |
Acquisitions of crude oil and natural gas properties | (13,984) | (51,247) | |
Deposits for acquisitions | 0 | (352,500) | |
Capital expenditures for drilling and completion activities and other fixed assets | (1,090,697) | (518,949) | |
Proceeds from property transactions | 171,679 | 5,764 | |
Purchases of carbon credits and renewable energy credits | (1,886) | (5,651) | |
Other, net | 0 | (621) | |
Net cash used in investing activities | (1,802,484) | (923,204) | |
Cash flows from financing activities: | |||
Proceeds from credit facility | 1,300,000 | 0 | |
Payments to credit facility | (1,200,000) | 0 | |
Proceeds from issuance of senior notes | 0 | 2,666,250 | |
Payment of deferred financing costs and other | (5,157) | (4,215) | |
Dividends paid | (297,357) | (347,524) | |
Common stock repurchased and retired | (191,872) | (320,305) | |
Proceeds from exercise of stock options | 6 | 444 | |
Payment of employee tax withholdings in exchange for the return of common stock | (8,506) | (12,610) | |
Principal payments on finance lease obligations | (1,577) | 0 | |
Net cash provided by (used in) financing activities | (404,463) | 1,982,040 | |
Net change in cash, cash equivalents, and restricted cash | (1,034,827) | 1,934,866 | |
Cash, cash equivalents, and restricted cash: | |||
Beginning of period | [1] | 1,126,815 | 768,134 |
End of period | [1] | $ 91,988 | $ 2,703,000 |
[1] (1) Includes $2.0 million of restricted cash and consists of $1.9 million of interest earned on cash held in escrow that is presented in deposits for acquisitions within the accompanying unaudited condensed consolidated balance sheets (“balance sheets”) for the period ended December 31, 2023 and $0.1 million of funds for road maintenance and repairs that is presented in other noncurrent assets within the accompanying balance sheets for all periods presented. |
CONDENSED CONSOLIDATED STATEM_6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (Parenthetical) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Statement of Cash Flows [Abstract] | ||
Restricted cash and cash equivalents | $ 2 | |
Restricted cash and cash equivalents, current | 1.9 | |
Restricted cash and cash equivalents, noncurrent | $ 0.1 | $ 0.1 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of Operations When we use the terms “Civitas,” the “Company,” “we,” “us,” or “our,” we are referring to Civitas Resources, Inc. and its consolidated subsidiaries unless the context otherwise requires. Civitas is an independent exploration and production company focused on the acquisition, development, and production of crude oil and associated liquids-rich natural gas in the DJ Basin in Colorado and the Permian Basin in Texas and New Mexico. Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of Civitas and have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information, the instructions to Quarterly Report on Form 10-Q, and Regulation S-X. Accordingly, pursuant to such rules and regulations, certain notes and other financial information included in audited financial statements have been condensed or omitted. In the opinion of management, all adjustments, consisting of normal recurring adjustments considered necessary for a fair presentation of interim financial information, have been included. All significant intercompany balances and transactions have been eliminated in consolidation. The December 31, 2023 unaudited condensed consolidated balance sheet data has been derived from the audited consolidated financial statements contained in our 2023 Form 10-K , but does not include all disclosures, including notes required by GAAP. As such, this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and related notes included in our 2023 Form 10-K . In connection with the preparation of the unaudited condensed consolidated financial statements, we evaluated events subsequent to the balance sheet date of June 30, 2024 through the filing date of this Quarterly Report on Form 10-Q. The results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the full year or any other future period. Additionally, certain insignificant prior period amounts have been reclassified to conform to current period presentation in the accompanying unaudited condensed consolidated financial statements. Such reclassifications did not have a material impact on prior period consolidated financial statements. Significant Accounting Policies The significant accounting policies followed by us are set forth in Note 1 - Summary of Significant Accounting Policies in the 2023 Form 10-K and are supplemented by the notes to the unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q. Recently Issued and Adopted Accounting Standards In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 was issued to improve the disclosures about a public entity’s reportable segments and to provide additional, more detailed information about a reportable segment’s expenses. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The guidance is to be applied on a retrospective basis to all prior periods presented in the financial statements. We are within the scope of this ASU and are evaluating the impact of this ASU on our consolidated financial statement disclosures. In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 is intended to enhance income tax disclosures by requiring disclosure of items such as the disaggregation of the income tax rate reconciliation as well as information regarding income taxes paid. This ASU is effective for annual reporting periods beginning after December 15, 2024, and early adoption is permitted. ASU 2023-07 should be applied on a prospective basis, and retrospective application is permitted. We are evaluating the impact that ASC 2023-09 will have on the consolidated financial statements and our plan for adoption, including the adoption date and transition method. In March 2024, the SEC adopted rules intended to enhance and standardize climate-related disclosures in registration statements and annual reports. The new rules will require disclosure of material climate-related risks, including disclosure of boards of directors’ oversight and risk management activities, the material impacts of these risks to us and the quantification of material impacts to us as a result of severe weather events and other natural conditions. The rules also require disclosure of material greenhouse gas emissions and any material climate-related targets and goals. The new rules were to be effective for annual reporting periods beginning in fiscal year 2025, except for the greenhouse gas emissions disclosures which were to be effective for annual reporting periods beginning in fiscal year 2026, though the new rules were voluntarily stayed by the SEC on April 4, 2024 pending completion of the judicial review of consolidated challenges to the new rules by the Court of Appeals for the Eighth Circuit. We are currently evaluating the impact of these new rules. |
ACQUISITIONS AND DIVESTITURES
ACQUISITIONS AND DIVESTITURES | 6 Months Ended |
Jun. 30, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
ACQUISITIONS AND DIVESTITURES | ACQUISITIONS AND DIVESTITURES All mergers and acquisitions disclosed below are accounted for under the acquisition method of accounting for business combinations under ASC Topic 805, Business Combinations . Accordingly, we conducted assessments of the net assets acquired and recognized amounts for identifiable assets acquired and liabilities assumed at their estimated acquisition date fair values, while transaction and integration costs associated with the acquisition were expensed as incurred. The fair value measurements of assets acquired, and liabilities assumed were based on inputs that are not observable in the market, and therefore represent Level 3 inputs. The fair values of crude oil and natural gas properties were measured using valuation techniques that converted future cash flows to a single discounted amount. Significant inputs to the valuation of the crude oil and natural gas properties included estimates of reserves, future operating and development costs, future commodity prices, estimated future cash flows, reserve adjustment factors, and a market-based weighted-average cost of capital. These inputs required significant judgments and estimates by management at the time of the valuation. Vencer Acquisition On January 2, 2024, we completed the acquisition of certain crude oil and natural gas assets from Vencer Energy, LLC (“Vencer”) for adjusted aggregate consideration of approximately $2.0 billion, inclusive of customary post-closing adjustments and $550 million in cash to be paid on or before January 3, 2025 (the “Vencer Acquisition”). 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 $ 996,420 Deferred acquisition consideration (1)(3) $ 532,284 Shares of common stock issued 7,181,527 Closing price per share (2) $ 68.08 Equity consideration (4) $ 488,918 Total consideration $ 2,017,622 _______________________ (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 activities until such time payments are made, as applicable. Please refer to Note 5 - Long-Term Debt for additional information. (4) Amounts represent non-cash financing activities. Preliminary Purchase Price Allocation (in thousands) Assets Acquired Proved properties $ 1,855,909 Unproved properties 231,627 Other property and equipment 666 Right-of-use assets 4,049 Total assets acquired $ 2,092,251 Liabilities Assumed Accounts payable and accrued expenses $ 2,000 Crude oil and natural gas revenue distribution payable 28,423 Asset retirement obligations 40,157 Lease liability 4,049 Total liabilities assumed 74,629 Net assets acquired $ 2,017,622 Through June 30, 2024, there have been immaterial adjustments made to the allocation presented in the Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, filed with the SEC on May 2, 2024. The purchase price allocation for the Vencer Acquisition is preliminary, and we continue to assess the fair values of certain of the Vencer assets acquired and liabilities assumed. We expect to finalize the purchase price allocation as soon as practicable, which will not extend beyond the one-year measurement period. Hibernia Acquisition On August 2, 2023, we acquired all of the issued and outstanding equity ownership interests of Hibernia Energy III, LLC (“HE3”) and Hibernia Energy III-B, LLC (“HE3-B”, and together with HE3, “Hibernia”) for aggregate consideration of approximately $2.2 billion in cash, inclusive of customary post-closing adjustments (the “Hibernia Acquisition”). The following table presents the preliminary purchase price allocation of the assets acquired and the liabilities assumed in the Hibernia Acquisition: 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 2,147,368 Unproved properties 115,802 Other property and equipment 520 Right-of-use assets 30,393 Total assets acquired $ 2,418,983 Liabilities Assumed Accounts payable and accrued expenses $ 110,022 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 234,301 Net assets acquired $ 2,184,682 Through June 30, 2024, there have been immaterial adjustments made to the allocation presented in the Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed with the SEC on November 7, 2023. The purchase price allocation for the Hibernia Acquisition is preliminary, and we continue to assess the fair values of certain of the Hibernia assets acquired and liabilities assumed. We expect to finalize the purchase price allocation as soon as practicable, which will not extend beyond the one-year measurement period. Tap Rock Acquisition On August 2, 2023, we acquired all of the issued and outstanding equity ownership interests of Tap Rock AcquisitionCo, LLC (“Tap Rock AcquisitionCo”), Tap Rock Resources II, LLC (“Tap Rock Resources II”), and Tap Rock NM10 Holdings, LLC (“Tap Rock NM10” and, together with Tap Rock AcquisitionCo and Tap Rock NM10, “Tap Rock”) for aggregate consideration of approximately $2.5 billion, inclusive of customary post-closing adjustments (the “Tap Rock Acquisition”). 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 30,415 Prepaid expenses and other 17,930 Proved properties 2,332,011 Unproved properties 300,859 Other property and equipment 12,827 Right-of-use assets 626 Total assets acquired $ 2,807,466 Liabilities Assumed Accounts payable and accrued expenses $ 152,779 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 314,382 Net assets acquired $ 2,493,084 Through June 30, 2024, there have been immaterial adjustments made to the allocation presented in the Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed with the SEC on November 7, 2023. The purchase price allocation for the Tap Rock Acquisition is preliminary, and we continue to assess the fair values of certain of the Tap Rock assets acquired and liabilities assumed. We expect to finalize the purchase price allocation as soon as practicable, which will not extend beyond the one-year measurement period. Revenue and earnings of the acquiree The results of operations for the Vencer Acquisition since the closing date have been included on our unaudited condensed consolidated financial statements for the three and six months ended June 30, 2024. The amount of revenue of Vencer included in our accompanying unaudited condensed consolidated statements of operations (“statements of operations”) was approximately $199.8 million and $398.0 million during the three and six months ended June 30, 2024, respectively. We determined that disclosing the amount of Vencer-related net income included in the accompanying statements of operations is impracticable as the operations from the acquisition was integrated into our operations from the date of the acquisition. Supplemental pro forma financial information The results of operations for the Vencer, Hibernia, and Tap Rock acquisitions since their respective closing dates have been included in our unaudited condensed consolidated financial statements and therefore do not require pro forma disclosure for the three and six months ended June 30, 2024. 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 and six months ended June 30, 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, Hibernia, and Tap Rock acquisitions 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 June 30, 2023 Six Months Ended June 30, 2023 Total revenue $ 1,203,468 $ 2,437,475 Net income 230,903 564,055 Earnings per common share - basic $ 2.28 $ 5.54 Earnings per common share - diluted 2.27 5.50 Transaction costs Transaction costs related to the aforementioned acquisitions are accounted for separately from the assets acquired and liabilities assumed and are included in transaction costs in the accompanying statements of operations. Transaction costs also include costs associated with our efforts to divest of certain non-core assets in the DJ Basin. We incurred transaction costs of $7.9 million and $31.1 million during the three months ended June 30, 2024 and 2023, respectively, and $30.6 million and $31.6 million during the six months ended June 30, 2024 and 2023, respectively. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE RECOGNITION | REVENUE RECOGNITION Crude oil, natural gas, and NGL sales revenue presented within the accompanying statements of operations is reflective of the revenue generated from contracts with customers. Revenue attributable to each identified revenue stream and operating region is disaggregated below (in thousands): Three Months Ended June 30, Six Months Ended June 30, Sales by Commodity and Operating Region 2024 2023 2024 2023 Crude oil DJ Basin $ 489,244 $ 540,736 $ 980,291 $ 1,000,807 Permian Basin 645,476 — 1,230,023 — Total 1,134,720 540,736 2,210,314 1,000,807 Natural gas DJ Basin 40,692 43,985 114,857 146,662 Permian Basin (31,306) — (18,479) — Total 9,386 43,985 96,378 146,662 NGL DJ Basin 86,100 74,119 168,405 166,212 Permian Basin 81,326 — 164,191 — Total 167,426 74,119 332,596 166,212 Crude oil, natural gas, and NGL DJ Basin 616,036 658,840 1,263,553 1,313,681 Permian Basin 695,496 — 1,375,735 — Total $ 1,311,532 $ 658,840 $ 2,639,288 $ 1,313,681 For the three and six months ended June 30, 2024 and 2023, revenue recognized in the reporting period related to performance obligations satisfied in prior reporting periods was insignificant. As of June 30, 2024 and December 31, 2023, our receivables from contracts with customers were $559.7 million and $506.0 million, respectively. |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 6 Months Ended |
Jun. 30, 2024 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses contain the following (in thousands): June 30, 2024 December 31, 2023 Accounts payable trade $ 27,576 $ 55,750 Accrued drilling and completion costs 274,864 149,520 Accrued crude oil and natural gas operating expense 156,391 149,483 Accrued general and administrative expense 24,888 30,095 Accrued transaction costs 5,056 8,796 Accrued interest expense 136,082 141,401 Other accrued expenses 40,778 30,663 Total accounts payable and accrued expenses $ 665,635 $ 565,708 |
LONG-TERM DEBT
LONG-TERM DEBT | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT Long-term debt, net of unamortized discounts and deferred financing costs, consists of the following (in thousands): June 30, 2024 December 31, 2023 Outstanding principal balances on Senior Notes: 2026 Senior Notes (5.000%) $ 400,000 $ 400,000 2028 Senior Notes (8.375%) 1,350,000 1,350,000 2030 Senior Notes (8.625%) 1,000,000 1,000,000 2031 Senior Notes (8.750%) 1,350,000 1,350,000 Outstanding principal balances on Senior Notes, gross 4,100,000 4,100,000 Less: unamortized discount and deferred financing costs (60,446) (64,268) Outstanding principal balances on Senior Notes, net 4,039,554 4,035,732 Outstanding balance on Credit Facility 850,000 750,000 Long-term debt 4,889,554 4,785,732 Deferred acquisition consideration 497,277 — Total debt $ 5,386,831 $ 4,785,732 Senior Notes The table below summarizes the face values, interest rates, maturity dates, and semi-annual interest payment dates related to our outstanding senior note obligations as of June 30, 2024 (in thousands): Interest Rate Interest Payment Dates Principal Amount Maturity Date 2026 Senior Notes 5.000% April 15, October 15 $ 400,000 November 1, 2026 2028 Senior Notes 8.375% January 1, July 1 1,350,000 July 1, 2028 2030 Senior Notes 8.625% May 1, November 1 1,000,000 November 1, 2030 2031 Senior Notes 8.750% January 1, July 1 1,350,000 July 1, 2031 The 2026 Senior Notes, 2028 Senior Notes, 2030 Senior Notes, 2031 Senior Notes, (collectively, the “Senior Notes”) are unsecured senior obligations and rank equal in right of payment with all of the Company’s existing and any future unsecured senior debt and are senior in right of payment to any future subordinated debt. The Company may redeem some or all of its Senior Notes prior to their maturity at redemption prices that may include a premium, plus accrued and unpaid interest as described in the indentures governing the Senior Notes. The Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by all of our existing subsidiaries and are expected to be guaranteed by certain other future subsidiaries that may be required to guarantee the Senior Notes. The indentures governing the Senior Notes contain covenants that limit, among other things, our ability and the ability of our subsidiaries to: (i) incur or guarantee additional indebtedness; (ii) create liens securing indebtedness; (iii) pay dividends on or redeem or repurchase stock or subordinated debt; (iv) make specified types of investments and acquisitions; (v) enter into or permit to exist contractual limits on the ability of our subsidiaries to pay dividends to us; (vi) enter into transactions with affiliates; and (vii) sell assets or merge with other companies. These covenants are subject to a number of important limitations and exceptions. We were in compliance with all covenants and all restricted payment provisions related to our Senior Notes through the filing of this Quarterly Report on Form 10-Q. The indentures governing the Senior Notes also contain customary events of default. For additional details on our Senior Notes, refer to Note 5 - Long-Term Debt in Item 8. Financial Statements and Supplementary Data included in our 2023 Form 10-K . Credit Facility We are party to a reserve-based revolving facility, as the borrower, with JPMorgan Chase Bank, N.A. (“JPMorgan”), as the administrative agent, and a syndicate of financial institutions, as lenders, that has an aggregate maximum commitment amount of $4.0 billion and is set to mature on August 2, 2028 (together with all amendments thereto, the “Credit Facility” or the “Credit Agreement”). On June 12, 2024, we entered into a Sixth Amendment to our Credit Agreement (the “Sixth Amendment”), which, among other things, amended certain terms of the Credit Agreement to: (i) increase the borrowing base by $400.0 million for a new borrowing base of $3.4 billion, (ii) increase the aggregate elected commitments by $350.0 million for a new aggregate elected commitment of $2.2 billion, (iii) lower the interest rate margins applicable to loans under the Credit Agreement, (iv) add provisions to lower the interest rate margins and modify certain covenants in the Credit Agreement, as well as to make the Credit Facility unsecured, upon the achievement of investment grade credit ratings, (v) modify certain definitions in the Credit Agreement in connection with the transactions contemplated by the Sixth Amendment, and (vi) provide for the addition of certain new lenders under the Credit Agreement. As of June 30, 2024, the borrowing base and aggregate elected commitments under the Credit Agreement were $3.4 billion and $2.2 billion, respectively. The next scheduled borrowing base redetermination date is in November 2024. Interest and commitment fees associated with the Credit Facility are accrued based on a revolving loan commitment utilization grid set forth in the Credit Agreement. Borrowings under the Credit Facility bear interest at a per annum rate equal to, at our option, either (i) the Alternate Base Rate (“ABR”, for ABR revolving credit loans) plus the applicable margin, or (ii) the term-specific Secured Overnight Financing Rate (“SOFR”) plus the applicable margin. ABR is established as a rate per annum equal to the greatest of (a) the rate of interest publicly announced by JPMorgan as its prime rate, (b) the applicable rate of interest published by the Federal Reserve Bank of New York plus 0.5%, or (c) the term-specific SOFR plus 1.0%, subject to a 1.5% floor plus the applicable margin of 0.75% to 1.75%, based on the utilization of the Credit Facility. Term-specific SOFR is based on one-, three-, or six-month terms as selected by us and is subject to a 0.5% floor plus the applicable margin of 1.75% to 2.75%, based on the utilization of the Credit Facility. Interest on borrowings that bear interest at the SOFR are payable on the last day of the applicable interest period selected by us, and interest on borrowings that bear interest at the ABR are payable quarterly in arrears. The Credit Facility is guaranteed by all our restricted domestic subsidiaries and is secured by first priority security interests on substantially all assets, including a mortgage on at least 90% of the total value of the proved properties evaluated in the most recently delivered reserve reports prior to the amendment effective date, including any engineering reports relating to the crude oil and natural gas properties of our restricted domestic subsidiaries, subject to customary exceptions. The Credit Facility contains customary representations and affirmative covenants. The Credit Facility also contains customary negative covenants, which, among other things, and subject to certain exceptions, including the suspension and/or modification of certain covenants in the event that we receive investment grade credit ratings, include restrictions on (i) liens, (ii) indebtedness, guarantees and other obligations, (iii) restrictions in agreements on liens and distributions, (iv) mergers or consolidations, (v) asset sales, (vi) restricted payments, (vii) investments, (viii) affiliate transactions, (ix) change of business, (x) foreign operations or subsidiaries, (xi) name changes, (xii) use of proceeds, letters of credit, (xiii) gas imbalances, (xiv) hedging transactions, (xv) additional subsidiaries, (xvi) changes in fiscal year or fiscal quarter, (xvii) operating leases, (xviii) prepayments of certain debt and other obligations, (xix) sales or discounts of receivables, (xx) dividend payment thresholds, and (xxi) cash balances. In addition, we are subject to certain financial covenants under the Credit Facility, as tested on the last day of each fiscal quarter, including, without limitation, (a) a maximum ratio of our consolidated indebtedness to earnings before interest, income taxes, depreciation, depletion, and amortization, exploration expense, and other non-cash charges (“permitted net leverage ratio”) of 3.00 to 1.00,(b) a current ratio, inclusive of the unused commitments then available to be borrowed, to not be less than 1.00 to 1.00, and (c) upon the achievement of investment grade credit ratings, with respect to the net present value of any proved reserves expected to be produced from our oil and gas properties, discounted at 9% per annum of the future net revenues (“PV-9”), a PV-9 coverage ratio of 1.50 to 1.00. We were in compliance with all covenants under the Credit Facility as of June 30, 2024 and through the filing of this Quarterly Report on Form 10-Q. The following table presents the outstanding balance, letters of credit outstanding, and available borrowing capacity under the Credit Facility as of the dates indicated (in thousands): July 31, 2024 June 30, 2024 December 31, 2023 Outstanding balance $ 950,000 $ 850,000 $ 750,000 Letters of credit 2,100 2,100 2,100 Available borrowing capacity 1,247,900 1,347,900 1,097,900 Total aggregate elected commitments $ 2,200,000 $ 2,200,000 $ 1,850,000 As of June 30, 2024 and December 31, 2023, the unamortized deferred financing costs associated with amendments to the Credit Facility were $33.4 million and $34.4 million, respectively. Of the unamortized deferred financing costs, (i) $25.3 million and $26.9 million are presented within other noncurrent assets on the accompanying balance sheets as of June 30, 2024 and December 31, 2023, respectively, and (ii) $8.1 million and $7.5 million are presented within prepaid expenses and other on the accompanying balance sheets as of June 30, 2024 and December 31, 2023, respectively. Deferred Acquisition Consideration The Vencer Acquisition included deferred consideration of $550.0 million in cash to be paid on or before January 3, 2025. We discounted this obligation and recorded $532.3 million as deferred acquisition consideration upon closing and are amortizing the discount to interest expense until the payment is made. During the three months ended June 30, 2024, we paid $37.5 million of this deferred consideration, which is recorded as a cash outflow within the Acquisitions of businesses, net of cash acquired in the accompanying unaudited condensed consolidated statements of cash flows (“statements of cash flows”). Subsequent to June 30, 2024 and prior to the filing of this Quarterly Report on Form 10-Q, we paid an additional $37.5 million of deferred consideration. Following these payments made prior to its due date, $475.0 million of deferred consideration remains to be paid on or before January 3, 2025. Interest Expense For the three months ended June 30, 2024 and 2023, we incurred interest expense of |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Commitments. We routinely enter into, extend, or amend operating agreements in the ordinary course of business. We have long-term transportation, sales, processing, and water delivery commitments. There were no significant commitments entered into during the three months ended June 30, 2024. For details of our existing commitments, refer to Note 6 - Commitments and Contingencies in Item 8. Financial Statements and Supplementary Data included in our 2023 Form 10-K . Litigation and Legal Items. We are involved in various legal proceedings. We review the status of these proceedings on an ongoing basis and, from time to time, may settle or otherwise resolve these matters on terms and conditions that management believes are in our best interests. We have provided the necessary estimated accruals in the accompanying balance sheets where deemed appropriate for litigation and legal related items that are ongoing and not yet concluded. Although the results cannot be known with certainty, we currently believe that the ultimate results of such proceedings will not have a material adverse effect on our financial position, results of operations, or liquidity. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION Long Term Incentive Plans On June 4, 2024, in connection with our stockholders’ approval at our 2024 annual meeting of stockholders, we adopted the 2024 Long Term Incentive Plan (the “2024 LTIP”), which provides for the issuance of restricted stock units, performance stock units, stock options, and various other forms of awards, and reserved 3,100,000 shares of common stock for issuance under the 2024 LTIP. The 2024 LTIP supersedes and replaces all of our previous long-term incentive plans (“the “Prior Plans”), such that awards may not be granted under the Prior Plans on or following June 4, 2024. Awards granted under the Prior Plans will remain subject to the terms and conditions set forth in the applicable Prior Plan. The Prior Plans and 2024 LTIP are collectively referred to herein as the “LTIP.” We record compensation expense associated with the issuance of awards under the LTIP on a straight-line basis over the vesting period based on the fair value of the awards as of the date of grant within general and administrative expense in the accompanying statements of operations. The following table outlines the compensation expense recorded by type of award (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Restricted and deferred stock units $ 7,198 $ 4,769 $ 13,798 $ 9,194 Performance stock units 5,064 5,126 9,663 8,081 Total stock-based compensation $ 12,262 $ 9,895 $ 23,461 $ 17,275 As of June 30, 2024, unrecognized compensation expense related to the awards granted under the LTIP will be amortized through the relevant periods as follows (in thousands): Unrecognized Compensation Expense Final Year of Recognition Restricted and deferred stock units $ 50,357 2027 Performance stock units 33,306 2026 Total unrecognized stock-based compensation $ 83,663 Restricted Stock Units and Deferred Stock Units We grant time-based restricted stock units (“RSUs”) to our officers, executives, and employees and time-based deferred stock units (“DSUs”) to our non-employee directors under the LTIP. Each RSU and DSU represents a right to receive one share of our common stock after the RSU or DSU vests and is settled as described below. RSUs generally vest ratably either over a one two A summary of the status and activity of non-vested RSUs and DSUs for the six months ended June 30, 2024 is presented below: RSUs and DSUs Weighted-Average Grant-Date Fair Value Non-vested, beginning of year 855,627 $ 66.31 Granted 458,106 64.48 Vested (165,223) 59.46 Forfeited (43,206) 66.97 Non-vested, end of period 1,105,304 $ 66.55 The aggregate grant-date fair value of the RSUs and DSUs granted under the LTIP during the six months ended June 30, 2024 was $29.5 million. Performance Stock Units We grant market-based performance stock units (“PSUs”) to our officers and certain executives under the LTIP. The number of shares of our common stock issued to settle PSUs ranges from zero to 225% (or, for PSUs granted prior to fiscal year 2023, 200%) of the number of PSUs granted and is determined based on performance achievement against certain market-based criteria over a three-year performance period. PSUs generally vest on December 31 of the year preceding the third anniversary of the date of grant and settle by March 15 of the following year upon the determination and approval of performance achievement by the Compensation Committee of our Board. Each PSU is entitled to a dividend equivalent right to receive, upon settlement, a cash payment based on the regular cash dividends that would have been paid on a share of our common stock during the period between the grant date and the date the PSUs are settled. Accrued but unpaid dividend equivalents are recognized in other liabilities and other long-term liabilities on the accompanying balance sheets until the recipients receive the dividend equivalents upon settlement. Performance achievement is determined based on either, or a combination of, (1) our annualized absolute total stockholder return (“TSR”) or (2) for certain PSUs granted prior to fiscal year 2023, our absolute TSR relative to that of a defined peer group. Absolute TSR is determined based upon the change in our stock price over the performance period plus dividends paid. For awards with a relative TSR component, our absolute TSR is compared with the absolute TSRs of a group of peer companies over the performance period. The absolute TSR for us and each of the peer companies is determined by dividing (A) (i) the volume-weighted average share price for the last 30 trading days of the performance period, minus (ii) the volume-weighted average share price for the 30 trading days preceding the beginning of the performance period, plus (iii) dividends paid by (B) the volume-weighted average share price for the 30 trading days preceding the beginning of the performance period. The resultant amount is then annualized based on the length of the performance period. The grant-date fair value of the PSUs was estimated using a Monte Carlo valuation model. The Monte Carlo valuation model is based on random projections of stock price paths and repeated numerous times to achieve a probabilistic assessment. Significant assumptions used in this valuation include our expected volatility as well as the volatilities for each of our peers and an interpolated risk-free interest rate based on U.S. Treasury yields with maturities consistent with the performance period. A summary of the status and activity of non-vested PSUs for the six months ended June 30, 2024, is presented below: PSUs Weighted-Average Grant-Date Fair Value Non-vested, beginning of year 472,593 $ 92.08 Granted (1) 270,509 74.55 Additional shares based on performance (2) 59,504 97.45 Vested (2) (139,218) 91.59 Forfeited (10,818) 103.15 Non-vested, end of period (1) 652,570 $ 85.23 ___________________________ (1) The number of awards assumes that the associated performance condition is met at the target amount (multiplier of one). The final number of shares of our common stock issued may vary depending on the performance multiplier, which ranges from zero to 225% (or, for PSUs granted prior to fiscal year 2023, 200%), depending on the level of satisfaction of the performance condition. (2) Upon completion of the performance period for the PSUs granted in 2021, a performance achievement of 200% or 141%, as applicable, was applied to each of the grants, resulting in a number of shares greater than the target amount of such PSUs vesting and being settled during the six months ended June 30, 2024. The aggregate grant-date fair value of the PSUs granted under the LTIP during the six months ended June 30, 2024 was $20.2 million. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS We follow authoritative accounting guidance for measuring the fair value of assets and liabilities in our unaudited condensed consolidated financial statements. This guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Further, this guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. The fair value hierarchy is broken down into three levels based on the reliability of the inputs as follows: Level 1: Quoted prices in active markets for identical assets or liabilities Level 2: Quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations whose inputs are observable or whose significant value drivers are observable Level 3: Significant inputs to the valuation model are unobservable We classify financial and non-financial assets and liabilities based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy. Derivatives We use Level 2 inputs to measure the fair value of crude oil and natural gas commodity price derivatives. The fair value of our commodity price derivatives is estimated using industry-standard models that contemplate various inputs including, but not limited to, the contractual price of the underlying position, current market prices, forward commodity price curves, volatility factors, time value of money, and the credit risk of both us and our counterparties. We validate our fair value estimate by corroborating the original source of inputs, monitoring changes in valuation methods and assumptions, and reviewing counterparty mark-to-market statements and other supporting documentation. Refer to Note 9 - Derivatives for more information regarding our derivative instruments. The following table presents our financial assets and liabilities that were accounted for at fair value on a recurring basis as of June 30, 2024 and December 31, 2023 and their classification within the fair value hierarchy (in thousands): As of June 30, 2024 As of December 31, 2023 Level 2 Level 2 Derivative assets $ 14,618 $ 43,425 Derivative liabilities $ 71,771 $ 18,096 Long-Term Debt The portion of our long-term debt related to our Credit Facility, if any, approximates its fair value as it bears interest at a floating rate that approximates a current market rate. The portion of our long-term debt related to our Senior Notes is recorded at cost, net of any unamortized discount and deferred financing costs. The fair value of our Senior Notes is based on quoted market prices, and as such, is designated as Level 1 within the fair value hierarchy. The following table presents the fair value our Senior Notes as of the dates indicated (in thousands): As of June 30, 2024 As of December 31, 2023 Nominal Interest Fair Value Percent of Par Fair Value Percent of Par 2026 Senior Notes 5.000% $ 389,600 97.4% $ 389,020 97.3% 2028 Senior Notes 8.375% 1,416,150 104.9% 1,412,559 104.6% 2030 Senior Notes 8.625% 1,071,000 107.1% 1,063,050 106.3% 2031 Senior Notes 8.750% 1,444,500 107.0% 1,433,363 106.2% Our deferred acquisition consideration was recorded in connection with the Vencer Acquisition using an estimated fair value discount at the time of the transaction based on quoted market prices from our debt as well as other inputs classified as Level 2 within the fair value hierarchy. As of June 30, 2024, the carrying value of the deferred acquisition consideration approximated fair value. Please refer to Note 5 - Long-Term Debt for additional information. Acquisitions and Impairments of Proved and Unproved Properties We measure acquired assets or businesses at fair value on a nonrecurring basis and review our proved and unproved crude oil and natural gas properties for impairment using inputs that are not observable in the market and are therefore designated as Level 3 within the valuation hierarchy. The most significant fair value determinations for non-financial assets and liabilities are related to crude oil and gas properties acquired. Please refer to Note 2 - Acquisitions and Divestitures for additional information. During the three and six months ended June 30, 2024 and 2023, we recorded no impairments of proved or unproved properties. Please refer to Note 1 – Summary of Significant Accounting Policies in Item 8. Financial Statements and Supplementary Data included in our 2023 Form 10-K for information on our policies for determining fair value of proved and unproved properties and related impairment expense. |
DERIVATIVES
DERIVATIVES | 6 Months Ended |
Jun. 30, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVES | DERIVATIVES We periodically enter into commodity derivative contracts to mitigate a portion of our exposure to potentially adverse market changes in commodity prices for our expected future crude oil and natural gas production and the associated impact on cash flows. Our commodity derivative contracts consist of swaps, collars, basis protection swaps, and puts. As of June 30, 2024, all derivative counterparties were members of the Credit Facility lender group, and all commodity derivative contracts are entered into for other-than-trading purposes. We do not designate our commodity derivative contracts as hedging instruments. A typical swap arrangement guarantees a fixed price on contracted volumes. If the agreed upon published third-party index price (“index price”) is lower than the fixed contract price at the time of settlement, we receive the difference between the index price and the fixed contract price. If the index price is higher than the fixed contact price at the time of settlement, we pay the difference between the index price and the fixed contract price. A typical collar arrangement establishes a floor and ceiling price on contracted volumes through the use of a short call and a long put (“two-way collar”). When the index price is above the ceiling price at the time of settlement, we pay the difference between the index price and the ceiling price. When the index price is below the floor price at the time of settlement, we receive the difference between the index price and floor price. When the index price is between the floor price and ceiling price, no payment or receipt occurs. A minority of our collar arrangements combine a two-way collar with a short put that holds an exercise price below the floor price (“three-way collar”). In these arrangements, when the index price is below the floor price at the time of settlement, we receive the difference between the index price and the floor price, capped at the difference between the floor price and the exercise price of the short put. Basis protection swaps are arrangements that guarantee a price differential for natural gas from a specified delivery point. For basis protection swaps, we receive a payment from the counterparty if the price differential is greater than the stated terms of the contract and pays the counterparty if the price differential is less than the stated terms of the contract. A put arrangement gives us the right to sell the underlying commodity at a strike price over the term of the contract. If the index price is higher than the strike price, no payment or receipt occurs. If the index price is lower than the strike price, we receive the difference between the index price and the strike price. The following table summarizes the components of the derivative gain (loss), net presented on the accompanying statements of operations for the periods below (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Derivative cash settlement loss, net Crude oil contracts $ (19,163) $ (2,164) $ (30,267) $ (5,613) Natural gas contracts 6,411 829 6,360 (6,272) Total derivative cash settlement loss, net (12,752) (1,335) (23,907) (11,885) Change in fair value gain (loss) 20,330 6,262 (78,195) 41,972 Total derivative gain (loss), net $ 7,578 $ 4,927 $ (102,102) $ 30,087 As of June 30, 2024, we had entered into the following commodity price derivative contracts: Contract Period Q3 2024 Q4 2024 Q1 2025 Q2 2025 Q3 2025 Crude Oil Derivatives (volumes in Bbl/day and prices in $/Bbl) Swaps NYMEX WTI Volumes 24,036 25,997 19,000 19,000 10,000 Weighted-Average Contract Price $ 71.15 $ 70.77 $ 72.74 $ 71.89 $ 73.99 Two-Way Collars NYMEX WTI Volumes 24,824 23,504 28,000 32,000 18,000 Weighted-Average Ceiling Price $ 82.44 $ 80.99 $ 79.87 $ 77.78 $ 77.25 Weighted-Average Floor Price $ 65.49 $ 65.66 $ 70.00 $ 69.88 $ 68.93 Bought Puts NYMEX WTI Volumes 6,216 5,669 — — — Weighted-Average Contract Price $ 55.00 $ 55.00 $ — $ — $ — Natural Gas Derivatives (volumes in MMBtu/day and prices in $/MMBtu) Swaps NYMEX HH Volumes 161,578 131,701 — — — Weighted-Average Contract Price $ 2.68 $ 2.71 $ — $ — $ — Two-Way Collars NYMEX HH Volumes 1,668 — — — — Weighted-Average Ceiling Price $ 3.16 $ — $ — $ — $ — Weighted-Average Floor Price $ 2.50 $ — $ — $ — $ — Basis Protection Swaps CIG Basis Volumes 33,246 — — — — Weighted-Average Contract Price $ (0.27) $ — $ — $ — $ — WAHA Basis Volumes 130,000 130,000 — — — Weighted-Average Contract Price $ (0.97) $ (0.97) $ — $ — $ — WAHA Index Volumes 70,000 — — — — Weighted-Average Contract Price $ (0.05) $ — $ — $ — $ — Subsequent to June 30, 2024 and as of July 26, 2024, we had entered into the following commodity price derivative contracts: Contract Period Q3 2024 Q4 2024 Q1 2025 Q2 2025 Q3 2025 Crude Oil Derivatives (volumes in Bbl/day and prices in $/Bbl) Swaps NYMEX WTI Volumes — — — — 12,000 Weighted-Average Contract Price $ — $ — $ — $ — $ 74.64 Two-Way Collars NYMEX WTI Volumes — — — — 10,000 Weighted-Average Ceiling Price $ — $ — $ — $ — $ 78.36 Weighted-Average Floor Price $ — $ — $ — $ — $ 70.00 Derivative Assets and Liabilities Fair Value Our commodity price derivatives are measured at fair value and are included in the accompanying balance sheets as derivative assets and liabilities. The following table contains a summary of all our derivative positions reported on the accompanying balance sheets as well as a reconciliation between the gross assets and liabilities and the potential effects of master netting arrangements on the fair value of our commodity derivative contracts as of June 30, 2024, and December 31, 2023 (in thousands): June 30, 2024 December 31, 2023 Derivative Assets: Commodity contracts - current $ 14,118 $ 35,192 Commodity contracts - noncurrent 500 8,233 Total derivative assets 14,618 43,425 Amounts not offset in the accompanying balance sheets (10,880) (11,859) Total derivative assets, net $ 3,738 $ 31,566 Derivative Liabilities: Commodity contracts - current $ (70,835) $ (18,096) Commodity contracts - long-term (936) — Total derivative liabilities (71,771) (18,096) Amounts not offset in the accompanying balance sheets 10,880 11,859 Total derivative liabilities, net $ (60,891) $ (6,237) |
ASSET RETIREMENT OBLIGATIONS
ASSET RETIREMENT OBLIGATIONS | 6 Months Ended |
Jun. 30, 2024 | |
Asset Retirement Obligation Disclosure [Abstract] | |
ASSET RETIREMENT OBLIGATIONS | ASSET RETIREMENT OBLIGATIONS We recognize an estimated liability for future costs associated with the abandonment of our crude oil and natural gas properties, including facilities requiring decommissioning. A liability for the fair value of an asset retirement obligation and corresponding increase to the carrying value of the related long-lived asset are recorded at the time a well is drilled or acquired, or a facility is constructed. The increase in carrying value is included in proved properties in the accompanying balance sheets. We deplete the amount added to proved properties and recognize expense in connection with the accretion of the discounted liability over the remaining estimated economic lives of the respective long-lived assets. Cash paid to settle asset retirement obligations is included in the cash flows from operating activities section of our statements of cash flows. Our estimated asset retirement obligation liability is based on historical experience plugging and abandoning wells, estimated economic lives, estimated plugging and abandonment cost, and regulatory requirements. The liability is discounted using the credit-adjusted risk-free rate estimated at the time the liability is incurred or revised. A roll-forward of our asset retirement obligation is as follows (in thousands): Amount Balance as of December 31, 2023 $ 336,832 Additional liabilities incurred with development activities and other 4,092 Additional liabilities incurred with acquisitions 40,157 Liabilities settled (15,915) Accretion expense 11,812 Obligations discharged with divestitures (27,976) Balance as of June 30, 2024 $ 349,002 Current portion (1) $ 31,116 Long-term portion $ 317,886 ___________________________ (1) The current portion of the asset retirement obligation is included in other liabilities on the accompanying balance sheets. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE Earnings per basic and diluted share are calculated under the treasury stock method. Basic net income per common share is calculated by dividing net income by the basic weighted-average common shares outstanding for the respective period. Diluted net income per common share is calculated by dividing net income by the diluted weighted-average common shares outstanding, which includes the effect of potentially dilutive securities. Potentially dilutive securities consist of unvested RSUs, DSUs, PSUs as well as outstanding in-the-money stock options and warrants. When we recognize a loss from continuing operations, all potentially dilutive shares are anti-dilutive and are consequently excluded from the calculation of diluted earnings per share. As discussed in Note 7 - Stock-Based Compensation , PSUs represent the right to receive a number of shares of the Company’s common stock ranging from zero to 225% (or, for PSUs granted prior to fiscal year 2023, 200%) of PSUs granted based on the performance achievement over the applicable performance period. The number of potentially dilutive shares related to PSUs is based on the number of shares, if any, that would be issuable at the end of the respective reporting period, assuming that date was the end of the performance period applicable to such awards. We have also issued warrants, which represent the right to purchase our common stock at a specified exercise price. The number of potentially dilutive shares related to the warrants is based on the number of shares, if any, that would be exercisable at the end of the respective reporting period, assuming that date was the end of such warrants’ term. Warrants are only dilutive when the average price of the common stock during the period exceeds the exercise price. The exercise price of our warrants was in excess of our stock price during the three and six months ended June 30, 2024 and 2023 ; therefore, they were excluded from the earnings per share calculation. The following table sets forth the calculations of basic and diluted net earnings per common share (in thousands, except per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Net income $ 215,989 $ 139,287 $ 391,810 $ 341,748 Basic earnings per common share $ 2.17 $ 1.73 $ 3.92 $ 4.22 Diluted earnings per common share $ 2.15 $ 1.72 $ 3.88 $ 4.18 Weighted-average shares outstanding - basic 99,426 80,393 100,062 81,052 Add: dilutive effect of stock awards 819 751 803 772 Weighted-average shares outstanding - diluted 100,245 81,144 100,865 81,824 There were 5,507 and 3,846 shares that were anti-dilutive for the three months ended June 30, 2024 and 2023, respectively. There were 206,285 and 111,251 shares that were anti-dilutive for the six months ended June 30, 2024 and 2023, |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Deferred tax assets and liabilities are measured by applying the provisions of enacted tax laws to determine the amount of taxes payable or refundable currently or in future years related to cumulative temporary differences between the tax basis of assets and liabilities and amounts reported in the accompanying balance sheets. The tax effect of the net change in the cumulative temporary differences during each period in the deferred tax assets and liabilities determines the periodic provision for deferred taxes. We assess the recoverability of our deferred tax assets each period by considering whether it is more likely than not that all or a portion of the deferred tax assets will be realized. In making such a determination, we consider all available evidence (both positive and negative), including future reversals of temporary differences, tax-planning strategies, projected future taxable income, and results of operations. As a result of merger activity in 2021, we recorded a valuation allowance of $25.4 million, which continued to be recorded as of June 30, 2024 and December 31, 2023, against certain acquired net operating losses and other tax attributes due to the limitation on realizability caused by the change of ownership provisions of Section 382 of the Internal Revenue Code. We will continue to monitor facts and circumstances in the reassessment of the likelihood that the deferred tax assets will be realized. The net deferred tax liability as of June 30, 2024 and December 31, 2023 was $657.5 million and $564.8 million, respectively. Additionally, income tax payable of $3.9 million is included in other liabilities on the accompanying balance sheets as of June 30, 2024, and prepaid income taxes of $9.6 million is included in prepaid expenses and other on the accompanying balance sheets as of December 31, 2023. During the three months ended June 30, 2024 and 2023, we recorded income tax expense of $67.0 million and $44.4 million, respectively. During the six months ended June 30, 2024 and 2023, we recorded income tax expense of $102.0 million and $109.5 million, respectively. Income tax expense differs from the amount that would be provided by applying the statutory United States federal income tax rate of 21% to income before income taxes due to the effect of state income taxes, excess tax benefits and deficiencies on stock-based compensation awards, tax limitations on compensation of covered individuals, and other permanent differences. During the six months ended June 30, 2024, income tax expense was additionally impacted by deferred tax benefits from state apportionment changes as a result of the Vencer Acquisition and tax credits. We had no unrecognized tax benefits as of June 30, 2024 and December 31, 2023. We do not believe that there are any new items or changes in facts or judgments that would impact our tax position taken thus far in 2024. In 2022, the Inflation Reduction Act (“IRA”) was signed into law. Among other provisions, the IRA imposes a 15% corporate alternative minimum tax (“Corporate AMT”) for tax years beginning after December 31, 2022, imposes a 1% excise tax on corporate stock repurchases after December 31, 2022, and provides tax incentives to promote various energy efficient initiatives. We are evaluating the potential impact of the Corporate AMT on our current income tax expense and income taxes payable; however, we currently do not believe this will materially affect our income taxes paid for the 2024 tax year. |
SUPPLEMENTAL DISCLOSURES OF CAS
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Supplemental cash flow disclosures are presented below (in thousands): Six Months Ended June 30, 2024 2023 Supplemental cash flow information: Cash refunded for income taxes, net $ 4,175 $ 7,861 Cash paid for interest (204,127) (12,627) Supplemental non-cash investing activities: Changes in working capital related to capital expenditures (125,344) 56,345 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | STOCKHOLDERS’ EQUITY Share Repurchases In January 2023, we closed a privately negotiated share purchase agreement with CPPIB Crestone Peak Resources Canada Inc. for the purchase of approximately 4.9 million shares of our common stock for a total purchase price of $300.0 million. The shares repurchased were immediately retired. In February 2023, our Board provided authorization for a stock repurchase program (the “stock repurchase program”) pursuant to which we may, from time to time and through December 31, 2024, acquire shares of our common stock in the open market, in privately negotiated transactions, or through block trades, derivative transactions, or purchases made in accordance with the Rule 10b5-1 of the Exchange Act in an amount not to exceed $1.0 billion, exclusive of any fees, commissions, or other expenses related to such repurchases. In June 2023, commensurate with the announcement of the Hibernia and Tap Rock acquisitions, our Board reduced the amount of stock authorized for repurchase under the stock repurchase program from $1.0 billion to $500.0 million. The table below summarizes stock repurchases pursuant to the stock repurchase program during the six months ended June 30, 2024: Six Months Ended June 30, 2024 Number of Shares (in thousands) Weighted-Average Price Total Purchase Price (in thousands) (1) Privately-negotiated transactions NGP Tap Rock Holdings, LLC and certain of its affiliates 876.2 $ 64.54 $ 56,549 Vencer 1,041.7 71.99 75,000 Other transactions 877.4 68.73 60,305 Total stock repurchases 2,795.3 $ 68.63 $ 191,854 _________________________ (1) Excludes commissions paid and excise taxes accrued related to stock repurchases. These purchases were funded from our cash on hand and the shares were immediately retired. As of June 30, 2024, $288.0 million remained available under the program for repurchase of our outstanding common stock. We record share repurchases at cost, which includes incremental direct transaction costs, as a reduction to stockholder’s equity. As part of the incremental direct transaction costs and subject to netting against the fair value of stock issuances, we record a 1% excise tax with the corresponding liability recorded within accounts payable and accrued expenses on the accompanying balance sheets. Any excess of cost over the par value is charged to additional paid-in-capital on a pro-rata basis, with any remaining cost charged to retained earnings. Dividends The following table summarizes the dividends declared in the six months ended June 30, 2024 and 2023: Base Variable Total Total (per share) (per share) (per share) (in thousands) 2024 First quarter $ 0.50 $ 0.95 $ 1.45 $ 148,327 Second quarter $ 0.50 $ 1.00 $ 1.50 $ 150,797 2023 First quarter $ 0.50 $ 1.65 $ 2.15 $ 176,878 Second quarter $ 0.50 $ 1.62 $ 2.12 $ 173,358 Capital Return Program Beginning in the third quarter of 2024, variable cash dividends will be equal to 50% of Adjusted Free Cash Flow for the preceding twelve-month period and pro forma for all acquisition and divestiture activity, after the base cash dividend less any share repurchases made during the quarter for which the dividend is declared, assuming pro forma compliance with certain leverage targets under our debt agreements. Share repurchase activity will be determined by management and our Board. As part of enhancing our capital return framework, in July 2024 our Board authorized a new stock repurchase program authorizing repurchases of up to $500 million of our outstanding shares of common stock, replacing our prior stock repurchase program that has been terminated. The stock repurchase program does not have a termination date, does not require any specific number of shares to be acquired, and can be modified or discontinued by our Board at any time. Additionally, the decision to pay any future dividends is solely within the discretion of, and subject to approval by, our Board. Our Board’s determination with respect to any such dividends, including the record date, the payment date, and the actual amount of the dividend, will depend upon our profitability and financial condition, contractual restrictions, restrictions imposed by applicable law, and other factors that our Board deems relevant at the time of such determination. |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of Civitas and have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information, the instructions to Quarterly Report on Form 10-Q, and Regulation S-X. Accordingly, pursuant to such rules and regulations, certain notes and other financial information included in audited financial statements have been condensed or omitted. In the opinion of management, all adjustments, consisting of normal recurring adjustments considered necessary for a fair presentation of interim financial information, have been included. All significant intercompany balances and transactions have been eliminated in consolidation. The December 31, 2023 unaudited condensed consolidated balance sheet data has been derived from the audited consolidated financial statements contained in our 2023 Form 10-K , but does not include all disclosures, including notes required by GAAP. As such, this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and related notes included in our 2023 Form 10-K . In connection with the preparation of the unaudited condensed consolidated financial statements, we evaluated events subsequent to the balance sheet date of June 30, 2024 through the filing date of this Quarterly Report on Form 10-Q. The results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the full year or any other future period. Additionally, certain insignificant prior period amounts have been reclassified to conform to current period presentation in the accompanying unaudited condensed consolidated financial statements. Such reclassifications did not have a material impact on prior period consolidated financial statements. |
Recently Issued and Adopted Accounting Standards | Recently Issued and Adopted Accounting Standards In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 was issued to improve the disclosures about a public entity’s reportable segments and to provide additional, more detailed information about a reportable segment’s expenses. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The guidance is to be applied on a retrospective basis to all prior periods presented in the financial statements. We are within the scope of this ASU and are evaluating the impact of this ASU on our consolidated financial statement disclosures. In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 is intended to enhance income tax disclosures by requiring disclosure of items such as the disaggregation of the income tax rate reconciliation as well as information regarding income taxes paid. This ASU is effective for annual reporting periods beginning after December 15, 2024, and early adoption is permitted. ASU 2023-07 should be applied on a prospective basis, and retrospective application is permitted. We are evaluating the impact that ASC 2023-09 will have on the consolidated financial statements and our plan for adoption, including the adoption date and transition method. In March 2024, the SEC adopted rules intended to enhance and standardize climate-related disclosures in registration statements and annual reports. The new rules will require disclosure of material climate-related risks, including disclosure of boards of directors’ oversight and risk management activities, the material impacts of these risks to us and the quantification of material impacts to us as a result of severe weather events and other natural conditions. The rules also require disclosure of material greenhouse gas emissions and any material climate-related targets and goals. The new rules were to be effective for annual reporting periods beginning in fiscal year 2025, except for the greenhouse gas emissions disclosures which were to be effective for annual reporting periods beginning in fiscal year 2026, though the new rules were voluntarily stayed by the SEC on April 4, 2024 pending completion of the judicial review of consolidated challenges to the new rules by the Court of Appeals for the Eighth Circuit. We are currently evaluating the impact of these new rules. |
Acquisitions and Divestitures | ACQUISITIONS AND DIVESTITURES All mergers and acquisitions disclosed below are accounted for under the acquisition method of accounting for business combinations under ASC Topic 805, Business Combinations |
ACQUISITIONS AND DIVESTITURES (
ACQUISITIONS AND DIVESTITURES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
Schedule of Consideration Transferred and Preliminary Purchase Price Allocation | 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 $ 996,420 Deferred acquisition consideration (1)(3) $ 532,284 Shares of common stock issued 7,181,527 Closing price per share (2) $ 68.08 Equity consideration (4) $ 488,918 Total consideration $ 2,017,622 _______________________ (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 activities until such time payments are made, as applicable. Please refer to Note 5 - Long-Term Debt for additional information. (4) Amounts represent non-cash financing activities. Preliminary Purchase Price Allocation (in thousands) Assets Acquired Proved properties $ 1,855,909 Unproved properties 231,627 Other property and equipment 666 Right-of-use assets 4,049 Total assets acquired $ 2,092,251 Liabilities Assumed Accounts payable and accrued expenses $ 2,000 Crude oil and natural gas revenue distribution payable 28,423 Asset retirement obligations 40,157 Lease liability 4,049 Total liabilities assumed 74,629 Net assets acquired $ 2,017,622 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 2,147,368 Unproved properties 115,802 Other property and equipment 520 Right-of-use assets 30,393 Total assets acquired $ 2,418,983 Liabilities Assumed Accounts payable and accrued expenses $ 110,022 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 234,301 Net assets acquired $ 2,184,682 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 30,415 Prepaid expenses and other 17,930 Proved properties 2,332,011 Unproved properties 300,859 Other property and equipment 12,827 Right-of-use assets 626 Total assets acquired $ 2,807,466 Liabilities Assumed Accounts payable and accrued expenses $ 152,779 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 314,382 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 and six months ended June 30, 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, Hibernia, and Tap Rock acquisitions 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 June 30, 2023 Six Months Ended June 30, 2023 Total revenue $ 1,203,468 $ 2,437,475 Net income 230,903 564,055 Earnings per common share - basic $ 2.28 $ 5.54 Earnings per common share - diluted 2.27 5.50 |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenue by Revenue Stream | Revenue attributable to each identified revenue stream and operating region is disaggregated below (in thousands): Three Months Ended June 30, Six Months Ended June 30, Sales by Commodity and Operating Region 2024 2023 2024 2023 Crude oil DJ Basin $ 489,244 $ 540,736 $ 980,291 $ 1,000,807 Permian Basin 645,476 — 1,230,023 — Total 1,134,720 540,736 2,210,314 1,000,807 Natural gas DJ Basin 40,692 43,985 114,857 146,662 Permian Basin (31,306) — (18,479) — Total 9,386 43,985 96,378 146,662 NGL DJ Basin 86,100 74,119 168,405 166,212 Permian Basin 81,326 — 164,191 — Total 167,426 74,119 332,596 166,212 Crude oil, natural gas, and NGL DJ Basin 616,036 658,840 1,263,553 1,313,681 Permian Basin 695,496 — 1,375,735 — Total $ 1,311,532 $ 658,840 $ 2,639,288 $ 1,313,681 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses contain the following (in thousands): June 30, 2024 December 31, 2023 Accounts payable trade $ 27,576 $ 55,750 Accrued drilling and completion costs 274,864 149,520 Accrued crude oil and natural gas operating expense 156,391 149,483 Accrued general and administrative expense 24,888 30,095 Accrued transaction costs 5,056 8,796 Accrued interest expense 136,082 141,401 Other accrued expenses 40,778 30,663 Total accounts payable and accrued expenses $ 665,635 $ 565,708 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Long-term debt, net of unamortized discounts and deferred financing costs, consists of the following (in thousands): June 30, 2024 December 31, 2023 Outstanding principal balances on Senior Notes: 2026 Senior Notes (5.000%) $ 400,000 $ 400,000 2028 Senior Notes (8.375%) 1,350,000 1,350,000 2030 Senior Notes (8.625%) 1,000,000 1,000,000 2031 Senior Notes (8.750%) 1,350,000 1,350,000 Outstanding principal balances on Senior Notes, gross 4,100,000 4,100,000 Less: unamortized discount and deferred financing costs (60,446) (64,268) Outstanding principal balances on Senior Notes, net 4,039,554 4,035,732 Outstanding balance on Credit Facility 850,000 750,000 Long-term debt 4,889,554 4,785,732 Deferred acquisition consideration 497,277 — Total debt $ 5,386,831 $ 4,785,732 Senior Notes The table below summarizes the face values, interest rates, maturity dates, and semi-annual interest payment dates related to our outstanding senior note obligations as of June 30, 2024 (in thousands): Interest Rate Interest Payment Dates Principal Amount Maturity Date 2026 Senior Notes 5.000% April 15, October 15 $ 400,000 November 1, 2026 2028 Senior Notes 8.375% January 1, July 1 1,350,000 July 1, 2028 2030 Senior Notes 8.625% May 1, November 1 1,000,000 November 1, 2030 2031 Senior Notes 8.750% January 1, July 1 1,350,000 July 1, 2031 The following table presents the outstanding balance, letters of credit outstanding, and available borrowing capacity under the Credit Facility as of the dates indicated (in thousands): July 31, 2024 June 30, 2024 December 31, 2023 Outstanding balance $ 950,000 $ 850,000 $ 750,000 Letters of credit 2,100 2,100 2,100 Available borrowing capacity 1,247,900 1,347,900 1,097,900 Total aggregate elected commitments $ 2,200,000 $ 2,200,000 $ 1,850,000 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Share-Based Compensation Expense | The following table outlines the compensation expense recorded by type of award (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Restricted and deferred stock units $ 7,198 $ 4,769 $ 13,798 $ 9,194 Performance stock units 5,064 5,126 9,663 8,081 Total stock-based compensation $ 12,262 $ 9,895 $ 23,461 $ 17,275 |
Summary of Unrecognized Compensation Expense | As of June 30, 2024, unrecognized compensation expense related to the awards granted under the LTIP will be amortized through the relevant periods as follows (in thousands): Unrecognized Compensation Expense Final Year of Recognition Restricted and deferred stock units $ 50,357 2027 Performance stock units 33,306 2026 Total unrecognized stock-based compensation $ 83,663 |
Summary of the Status and Activity of Non-Vested RSUs, DSUs, and Options | A summary of the status and activity of non-vested RSUs and DSUs for the six months ended June 30, 2024 is presented below: RSUs and DSUs Weighted-Average Grant-Date Fair Value Non-vested, beginning of year 855,627 $ 66.31 Granted 458,106 64.48 Vested (165,223) 59.46 Forfeited (43,206) 66.97 Non-vested, end of period 1,105,304 $ 66.55 |
Summary of the Status and Activity of PSUs | A summary of the status and activity of non-vested PSUs for the six months ended June 30, 2024, is presented below: PSUs Weighted-Average Grant-Date Fair Value Non-vested, beginning of year 472,593 $ 92.08 Granted (1) 270,509 74.55 Additional shares based on performance (2) 59,504 97.45 Vested (2) (139,218) 91.59 Forfeited (10,818) 103.15 Non-vested, end of period (1) 652,570 $ 85.23 ___________________________ (1) The number of awards assumes that the associated performance condition is met at the target amount (multiplier of one). The final number of shares of our common stock issued may vary depending on the performance multiplier, which ranges from zero to 225% (or, for PSUs granted prior to fiscal year 2023, 200%), depending on the level of satisfaction of the performance condition. (2) Upon completion of the performance period for the PSUs granted in 2021, a performance achievement of 200% or 141%, as applicable, was applied to each of the grants, resulting in a number of shares greater than the target amount of such PSUs vesting and being settled during the six months ended June 30, 2024. |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets and Liabilities at Fair Value on Recurring Basis | The following table presents our financial assets and liabilities that were accounted for at fair value on a recurring basis as of June 30, 2024 and December 31, 2023 and their classification within the fair value hierarchy (in thousands): As of June 30, 2024 As of December 31, 2023 Level 2 Level 2 Derivative assets $ 14,618 $ 43,425 Derivative liabilities $ 71,771 $ 18,096 |
Schedule of Long-Term Debt Related to Senior Notes at Fair Value | The following table presents the fair value our Senior Notes as of the dates indicated (in thousands): As of June 30, 2024 As of December 31, 2023 Nominal Interest Fair Value Percent of Par Fair Value Percent of Par 2026 Senior Notes 5.000% $ 389,600 97.4% $ 389,020 97.3% 2028 Senior Notes 8.375% 1,416,150 104.9% 1,412,559 104.6% 2030 Senior Notes 8.625% 1,071,000 107.1% 1,063,050 106.3% 2031 Senior Notes 8.750% 1,444,500 107.0% 1,433,363 106.2% |
DERIVATIVES (Tables)
DERIVATIVES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of the Components of the Derivative Gain (Loss), Net | The following table summarizes the components of the derivative gain (loss), net presented on the accompanying statements of operations for the periods below (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Derivative cash settlement loss, net Crude oil contracts $ (19,163) $ (2,164) $ (30,267) $ (5,613) Natural gas contracts 6,411 829 6,360 (6,272) Total derivative cash settlement loss, net (12,752) (1,335) (23,907) (11,885) Change in fair value gain (loss) 20,330 6,262 (78,195) 41,972 Total derivative gain (loss), net $ 7,578 $ 4,927 $ (102,102) $ 30,087 |
Schedule of Commodity Derivatives | As of June 30, 2024, we had entered into the following commodity price derivative contracts: Contract Period Q3 2024 Q4 2024 Q1 2025 Q2 2025 Q3 2025 Crude Oil Derivatives (volumes in Bbl/day and prices in $/Bbl) Swaps NYMEX WTI Volumes 24,036 25,997 19,000 19,000 10,000 Weighted-Average Contract Price $ 71.15 $ 70.77 $ 72.74 $ 71.89 $ 73.99 Two-Way Collars NYMEX WTI Volumes 24,824 23,504 28,000 32,000 18,000 Weighted-Average Ceiling Price $ 82.44 $ 80.99 $ 79.87 $ 77.78 $ 77.25 Weighted-Average Floor Price $ 65.49 $ 65.66 $ 70.00 $ 69.88 $ 68.93 Bought Puts NYMEX WTI Volumes 6,216 5,669 — — — Weighted-Average Contract Price $ 55.00 $ 55.00 $ — $ — $ — Natural Gas Derivatives (volumes in MMBtu/day and prices in $/MMBtu) Swaps NYMEX HH Volumes 161,578 131,701 — — — Weighted-Average Contract Price $ 2.68 $ 2.71 $ — $ — $ — Two-Way Collars NYMEX HH Volumes 1,668 — — — — Weighted-Average Ceiling Price $ 3.16 $ — $ — $ — $ — Weighted-Average Floor Price $ 2.50 $ — $ — $ — $ — Basis Protection Swaps CIG Basis Volumes 33,246 — — — — Weighted-Average Contract Price $ (0.27) $ — $ — $ — $ — WAHA Basis Volumes 130,000 130,000 — — — Weighted-Average Contract Price $ (0.97) $ (0.97) $ — $ — $ — WAHA Index Volumes 70,000 — — — — Weighted-Average Contract Price $ (0.05) $ — $ — $ — $ — Subsequent to June 30, 2024 and as of July 26, 2024, we had entered into the following commodity price derivative contracts: Contract Period Q3 2024 Q4 2024 Q1 2025 Q2 2025 Q3 2025 Crude Oil Derivatives (volumes in Bbl/day and prices in $/Bbl) Swaps NYMEX WTI Volumes — — — — 12,000 Weighted-Average Contract Price $ — $ — $ — $ — $ 74.64 Two-Way Collars NYMEX WTI Volumes — — — — 10,000 Weighted-Average Ceiling Price $ — $ — $ — $ — $ 78.36 Weighted-Average Floor Price $ — $ — $ — $ — $ 70.00 |
Summary of all the Company's Derivative Positions | The following table contains a summary of all our derivative positions reported on the accompanying balance sheets as well as a reconciliation between the gross assets and liabilities and the potential effects of master netting arrangements on the fair value of our commodity derivative contracts as of June 30, 2024, and December 31, 2023 (in thousands): June 30, 2024 December 31, 2023 Derivative Assets: Commodity contracts - current $ 14,118 $ 35,192 Commodity contracts - noncurrent 500 8,233 Total derivative assets 14,618 43,425 Amounts not offset in the accompanying balance sheets (10,880) (11,859) Total derivative assets, net $ 3,738 $ 31,566 Derivative Liabilities: Commodity contracts - current $ (70,835) $ (18,096) Commodity contracts - long-term (936) — Total derivative liabilities (71,771) (18,096) Amounts not offset in the accompanying balance sheets 10,880 11,859 Total derivative liabilities, net $ (60,891) $ (6,237) |
ASSET RETIREMENT OBLIGATIONS (T
ASSET RETIREMENT OBLIGATIONS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Schedule of Asset Retirement Obligation Changes | A roll-forward of our asset retirement obligation is as follows (in thousands): Amount Balance as of December 31, 2023 $ 336,832 Additional liabilities incurred with development activities and other 4,092 Additional liabilities incurred with acquisitions 40,157 Liabilities settled (15,915) Accretion expense 11,812 Obligations discharged with divestitures (27,976) Balance as of June 30, 2024 $ 349,002 Current portion (1) $ 31,116 Long-term portion $ 317,886 ___________________________ (1) The current portion of the asset retirement obligation is included in other liabilities on the accompanying balance sheets. |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share | The following table sets forth the calculations of basic and diluted net earnings per common share (in thousands, except per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Net income $ 215,989 $ 139,287 $ 391,810 $ 341,748 Basic earnings per common share $ 2.17 $ 1.73 $ 3.92 $ 4.22 Diluted earnings per common share $ 2.15 $ 1.72 $ 3.88 $ 4.18 Weighted-average shares outstanding - basic 99,426 80,393 100,062 81,052 Add: dilutive effect of stock awards 819 751 803 772 Weighted-average shares outstanding - diluted 100,245 81,144 100,865 81,824 |
SUPPLEMENTAL DISCLOSURES OF C_2
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Supplemental Cash Flow Information | Supplemental cash flow disclosures are presented below (in thousands): Six Months Ended June 30, 2024 2023 Supplemental cash flow information: Cash refunded for income taxes, net $ 4,175 $ 7,861 Cash paid for interest (204,127) (12,627) Supplemental non-cash investing activities: Changes in working capital related to capital expenditures (125,344) 56,345 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Schedule of Share Repurchases | The table below summarizes stock repurchases pursuant to the stock repurchase program during the six months ended June 30, 2024: Six Months Ended June 30, 2024 Number of Shares (in thousands) Weighted-Average Price Total Purchase Price (in thousands) (1) Privately-negotiated transactions NGP Tap Rock Holdings, LLC and certain of its affiliates 876.2 $ 64.54 $ 56,549 Vencer 1,041.7 71.99 75,000 Other transactions 877.4 68.73 60,305 Total stock repurchases 2,795.3 $ 68.63 $ 191,854 _________________________ (1) Excludes commissions paid and excise taxes accrued related to stock repurchases. |
Schedule of Dividends Paid | The following table summarizes the dividends declared in the six months ended June 30, 2024 and 2023: Base Variable Total Total (per share) (per share) (per share) (in thousands) 2024 First quarter $ 0.50 $ 0.95 $ 1.45 $ 148,327 Second quarter $ 0.50 $ 1.00 $ 1.50 $ 150,797 2023 First quarter $ 0.50 $ 1.65 $ 2.15 $ 176,878 Second quarter $ 0.50 $ 1.62 $ 2.12 $ 173,358 |
ACQUISITIONS AND DIVESTITURES -
ACQUISITIONS AND DIVESTITURES - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jan. 02, 2024 | Aug. 02, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Business Acquisition [Line Items] | |||||||
Deposits for acquisitions | $ 0 | $ 0 | $ 163,164 | ||||
Transaction costs | 7,877 | $ 31,145 | 30,597 | $ 31,627 | |||
Vencer Acquisition | |||||||
Business Acquisition [Line Items] | |||||||
Consideration transferred | $ 2,017,622 | ||||||
Cash consideration to be paid January 3, 2025 | 550,000 | ||||||
Deposits for acquisitions | 161,300 | ||||||
Cash consideration | $ 996,420 | 37,500 | |||||
Revenue, included in statements of operations | $ 199,800 | $ 398,000 | |||||
Hibernia Acquisition | |||||||
Business Acquisition [Line Items] | |||||||
Cash consideration | $ 2,200,000 | ||||||
Tap Rock Acquisition | |||||||
Business Acquisition [Line Items] | |||||||
Consideration transferred | 2,493,084 | ||||||
Cash consideration | $ 1,502,880 |
ACQUISITIONS AND DIVESTITURES_2
ACQUISITIONS AND DIVESTITURES - Consideration Transferred Vencer Acquisition (Details) - Vencer Acquisition - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Jan. 02, 2024 | Jun. 30, 2024 | |
Business Acquisition [Line Items] | ||
Cash consideration | $ 996,420 | $ 37,500 |
Deferred acquisition consideration | $ 532,284 | |
Closing price per share (in dollars per share) | $ 68.08 | |
Equity consideration | $ 488,918 | |
Total consideration | $ 2,017,622 | |
Common Stock | ||
Business Acquisition [Line Items] | ||
Acquisition, common stock, shares issued (in shares) | 7,181,527 |
ACQUISITIONS AND DIVESTITURES_3
ACQUISITIONS AND DIVESTITURES - Purchase Price Allocation Vencer Acquisition (Details) - Vencer Acquisition $ in Thousands | Jan. 02, 2024 USD ($) |
Business Acquisition [Line Items] | |
Proved properties | $ 1,855,909 |
Unproved properties | 231,627 |
Other property and equipment | 666 |
Right-of-use assets | 4,049 |
Total assets acquired | 2,092,251 |
Accounts payable and accrued expenses | 2,000 |
Crude oil and natural gas revenue distribution payable | 28,423 |
Asset retirement obligations | 40,157 |
Lease liability | 4,049 |
Total liabilities assumed | 74,629 |
Net assets acquired | $ 2,017,622 |
ACQUISITIONS AND DIVESTITURES_4
ACQUISITIONS AND DIVESTITURES - Purchase Price Allocation Hibernia Acquisition (Details) - Hibernia Acquisition $ in Thousands | Aug. 02, 2023 USD ($) |
Business Acquisition [Line Items] | |
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 | 2,147,368 |
Unproved properties | 115,802 |
Other property and equipment | 520 |
Right-of-use assets | 30,393 |
Total assets acquired | 2,418,983 |
Accounts payable and accrued expenses | 110,022 |
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 | 234,301 |
Net assets acquired | $ 2,184,682 |
ACQUISITIONS AND DIVESTITURES_5
ACQUISITIONS AND DIVESTITURES - Consideration Transferred Tap Rock Acquisition (Details) - Tap Rock Acquisition $ / shares in Units, $ in Thousands | Aug. 02, 2023 USD ($) $ / shares shares |
Business Acquisition [Line Items] | |
Cash consideration | $ 1,502,880 |
Closing price per share (in dollars per share) | $ / shares | $ 73.14 |
Equity consideration | $ 990,204 |
Total consideration | $ 2,493,084 |
Common Stock | |
Business Acquisition [Line Items] | |
Acquisition, common stock, shares issued (in shares) | shares | 13,538,472 |
ACQUISITIONS AND DIVESTITURES_6
ACQUISITIONS AND DIVESTITURES - Purchase Price Allocation Tap Rock Acquisition (Details) - Tap Rock Acquisition $ in Thousands | Aug. 02, 2023 USD ($) |
Business Acquisition [Line Items] | |
Cash and cash equivalents | $ 6,543 |
Accounts receivable - crude oil and natural gas sales | 106,255 |
Accounts receivable - joint interest and other | 30,415 |
Prepaid expenses and other | 17,930 |
Proved properties | 2,332,011 |
Unproved properties | 300,859 |
Other property and equipment | 12,827 |
Right-of-use assets | 626 |
Total assets acquired | 2,807,466 |
Accounts payable and accrued expenses | 152,779 |
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 | 314,382 |
Net assets acquired | $ 2,493,084 |
ACQUISITIONS AND DIVESTITURES_7
ACQUISITIONS AND DIVESTITURES - Pro Forma Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2023 | Jun. 30, 2023 | |
Vencer Acquisition, Hibernia Acquisition, and Tap Rock Acquisition | ||
Business Acquisition [Line Items] | ||
Total revenue | $ 1,203,468 | |
Net income | $ 230,903 | |
Earnings per common share - basic (in dollars per share) | $ 2.28 | |
Earnings per common share - diluted (in dollars per share) | $ 2.27 | |
Hibernia Acquisition and Tap Rock Acquisition | ||
Business Acquisition [Line Items] | ||
Total revenue | $ 2,437,475 | |
Net income | $ 564,055 | |
Earnings per common share - basic (in dollars per share) | $ 5.54 | |
Earnings per common share - diluted (in dollars per share) | $ 5.50 |
REVENUE RECOGNITION - Schedule
REVENUE RECOGNITION - Schedule of Revenue by Revenue Stream (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation of Revenue [Line Items] | ||||
Total | $ 1,312,694 | $ 660,526 | $ 2,641,897 | $ 1,316,548 |
Crude oil | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 1,134,720 | 540,736 | 2,210,314 | 1,000,807 |
Crude oil | DJ Basin | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 489,244 | 540,736 | 980,291 | 1,000,807 |
Crude oil | Permian Basin | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 645,476 | 0 | 1,230,023 | 0 |
Natural gas | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 9,386 | 43,985 | 96,378 | 146,662 |
Natural gas | DJ Basin | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 40,692 | 43,985 | 114,857 | 146,662 |
Natural gas | Permian Basin | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | (31,306) | 0 | (18,479) | 0 |
NGL | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 167,426 | 74,119 | 332,596 | 166,212 |
NGL | DJ Basin | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 86,100 | 74,119 | 168,405 | 166,212 |
NGL | Permian Basin | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 81,326 | 0 | 164,191 | 0 |
Crude oil, natural gas, and NGL | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 1,311,532 | 658,840 | 2,639,288 | 1,313,681 |
Crude oil, natural gas, and NGL | DJ Basin | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 616,036 | 658,840 | 1,263,553 | 1,313,681 |
Crude oil, natural gas, and NGL | Permian Basin | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | $ 695,496 | $ 0 | $ 1,375,735 | $ 0 |
REVENUE RECOGNITION - Narrative
REVENUE RECOGNITION - Narrative (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Revenue from Contract with Customer [Abstract] | ||
Receivable from contracts with customers | $ 559,736 | $ 505,961 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED EXPENSES - Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Accounts payable trade | $ 27,576 | $ 55,750 |
Accrued drilling and completion costs | 274,864 | 149,520 |
Accrued crude oil and natural gas operating expense | 156,391 | 149,483 |
Accrued general and administrative expense | 24,888 | 30,095 |
Accrued transaction costs | 5,056 | 8,796 |
Accrued interest expense | 136,082 | 141,401 |
Other accrued expenses | 40,778 | 30,663 |
Total accounts payable and accrued expenses | $ 665,635 | $ 565,708 |
LONG-TERM DEBT - Schedule of Lo
LONG-TERM DEBT - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
LONG-TERM DEBT | ||
Less: unamortized discount and deferred financing costs | $ (60,446) | $ (64,268) |
Long-term debt | 4,889,554 | 4,785,732 |
Deferred acquisition consideration | 497,277 | 0 |
Total debt | 5,386,831 | 4,785,732 |
Outstanding balance on Credit Facility | ||
LONG-TERM DEBT | ||
Long-term debt | 850,000 | 750,000 |
Senior Notes | ||
LONG-TERM DEBT | ||
Outstanding principal balances on Senior Notes, gross | 4,100,000 | 4,100,000 |
Long-term debt | $ 4,039,554 | 4,035,732 |
2026 Senior Notes (5.000%) | Senior Notes | ||
LONG-TERM DEBT | ||
Interest Rate | 5% | |
Outstanding principal balances on Senior Notes, gross | $ 400,000 | 400,000 |
$2028 Senior Notes ($8.375%) | Senior Notes | ||
LONG-TERM DEBT | ||
Interest Rate | 8.375% | |
Outstanding principal balances on Senior Notes, gross | $ 1,350,000 | 1,350,000 |
$2030 Senior Notes ($8.625%) | Senior Notes | ||
LONG-TERM DEBT | ||
Interest Rate | 8.625% | |
Outstanding principal balances on Senior Notes, gross | $ 1,000,000 | 1,000,000 |
$2031 Senior Notes ($8.750%) | Senior Notes | ||
LONG-TERM DEBT | ||
Interest Rate | 8.75% | |
Outstanding principal balances on Senior Notes, gross | $ 1,350,000 | $ 1,350,000 |
LONG-TERM DEBT - Narrative (Det
LONG-TERM DEBT - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Jan. 02, 2024 | Aug. 01, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 12, 2024 | Dec. 31, 2023 | |
LONG-TERM DEBT | ||||||||
Interest expense | $ 114,900,000 | $ 8,800,000 | $ 224,700,000 | $ 16,200,000 | ||||
Revolving Credit Facility | ||||||||
LONG-TERM DEBT | ||||||||
Minimum current ratio covenant | 1 | |||||||
Discount percentage | 9% | |||||||
Coverage ratio | 1.50 | |||||||
Vencer Acquisition | ||||||||
LONG-TERM DEBT | ||||||||
Cash consideration to be paid January 3, 2025 | $ 550,000,000 | |||||||
Deferred acquisition consideration | 532,284,000 | |||||||
Cash consideration | $ 996,420,000 | 37,500,000 | ||||||
Interest expense | 9,200,000 | $ 17,800,000 | ||||||
Vencer Acquisition | Subsequent Event | ||||||||
LONG-TERM DEBT | ||||||||
Cash consideration to be paid January 3, 2025 | $ 475,000,000 | |||||||
Cash consideration | $ 37,500,000 | |||||||
Amended Credit Agreement | Revolving Credit Facility | ||||||||
LONG-TERM DEBT | ||||||||
Maximum borrowing capacity | 4,000,000,000 | 4,000,000,000 | ||||||
Additional borrowing capacity | $ 400,000,000 | |||||||
Borrowing base amount | 3,400,000,000 | 3,400,000,000 | 3,400,000,000 | |||||
Aggregate elected commitments, additional borrowings | 350,000,000 | |||||||
Aggregate elected commitments | $ 2,200,000,000 | $ 2,200,000,000 | $ 2,200,000,000 | |||||
Covenant, minimum percentage of mortgage on total value of certain proved oil and gas properties | 90% | 90% | ||||||
Maximum net leverage ratio | 3 | 3 | ||||||
Amended Credit Agreement | Revolving Credit Facility | Fed Funds Effective Rate Overnight Index Swap Rate | ||||||||
LONG-TERM DEBT | ||||||||
Basis spread on variable rate | 0.50% | |||||||
Amended Credit Agreement | Revolving Credit Facility | SOFR | ||||||||
LONG-TERM DEBT | ||||||||
Basis spread on variable rate | 1% | |||||||
Basis spread on variable rate, floor | 0.50% | |||||||
Amended Credit Agreement | Revolving Credit Facility | SOFR | Minimum | ||||||||
LONG-TERM DEBT | ||||||||
Basis spread on variable rate | 1.75% | |||||||
Amended Credit Agreement | Revolving Credit Facility | SOFR | Maximum | ||||||||
LONG-TERM DEBT | ||||||||
Basis spread on variable rate | 2.75% | |||||||
Amended Credit Agreement | Revolving Credit Facility | SOFR, Plus Basis Spread One | ||||||||
LONG-TERM DEBT | ||||||||
Basis spread on variable rate, floor | 1.50% | |||||||
Amended Credit Agreement | Revolving Credit Facility | SOFR, Plus Basis Spread One | Minimum | ||||||||
LONG-TERM DEBT | ||||||||
Basis spread on variable rate | 0.75% | |||||||
Amended Credit Agreement | Revolving Credit Facility | SOFR, Plus Basis Spread One | Maximum | ||||||||
LONG-TERM DEBT | ||||||||
Basis spread on variable rate | 1.75% | |||||||
Amended Credit Agreement | HighPoint Merger | Revolving Credit Facility | ||||||||
LONG-TERM DEBT | ||||||||
Deferred financing costs, gross | $ 33,400,000 | $ 33,400,000 | $ 34,400,000 | |||||
Deferred financing costs, net | 25,300,000 | 25,300,000 | 26,900,000 | |||||
Unamortized deferred financing costs | $ 8,100,000 | $ 8,100,000 | $ 7,500,000 |
LONG-TERM DEBT - Schedule of De
LONG-TERM DEBT - Schedule of Debt Outstanding and Borrowing Capacity (Details) - Line of Credit - USD ($) $ in Thousands | Jul. 31, 2024 | Jun. 30, 2024 | Dec. 31, 2023 |
Revolving credit facility and Letters of credit | |||
LONG-TERM DEBT | |||
Available borrowing capacity | $ 1,347,900 | $ 1,097,900 | |
Total aggregate elected commitments | 2,200,000 | 1,850,000 | |
Revolving credit facility and Letters of credit | Subsequent Event | |||
LONG-TERM DEBT | |||
Available borrowing capacity | $ 1,247,900 | ||
Total aggregate elected commitments | 2,200,000 | ||
Outstanding balance | |||
LONG-TERM DEBT | |||
Credit facility outstanding | 850,000 | 750,000 | |
Outstanding balance | Subsequent Event | |||
LONG-TERM DEBT | |||
Credit facility outstanding | 950,000 | ||
Letters of credit | |||
LONG-TERM DEBT | |||
Credit facility outstanding | $ 2,100 | $ 2,100 | |
Letters of credit | Subsequent Event | |||
LONG-TERM DEBT | |||
Credit facility outstanding | $ 2,100 |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2024 | Jun. 04, 2024 | |
LTIP | Restricted Stock Units (RSUs) and Deferred Stock Units (DSUs) | Non-executive Board Members | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair value of units granted | $ 29.5 | |
LTIP | Restricted Stock Units (RSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares released upon vesting (in shares) | 1 | |
LTIP | Restricted Stock Units (RSUs) | Vesting Period One | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 1 year | |
LTIP | Restricted Stock Units (RSUs) | Vesting Period Two | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 2 years | |
LTIP | Restricted Stock Units (RSUs) | Vesting Period Two, Anniversary One | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting percent of shares | 50% | |
LTIP | Restricted Stock Units (RSUs) | Vesting Period Three | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 3 years | |
LTIP | Restricted Stock Units (RSUs) | Vesting Period Three, Anniversary One | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting percent of shares | 33% | |
LTIP | Restricted Stock Units (RSUs) | Vesting Period Three, Anniversary Three | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting percent of shares | 33% | |
LTIP | Restricted Stock Units (RSUs) | Vesting Period Three, Anniversary Two | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting percent of shares | 33% | |
LTIP | Restricted Stock Units (RSUs) | Vesting Period Two, Anniversary Two | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting percent of shares | 50% | |
LTIP | Deferred Stock Units (DSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares released upon vesting (in shares) | 1 | |
LTIP | Deferred Stock Units (DSUs) | Vesting Period One | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 1 year | |
LTIP | Performance Stock Units (PSUs) | Officers | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 3 years | |
Fair value of units granted | $ 20.2 | |
Number of trading days | 30 days | |
LTIP | Performance Stock Units (PSUs) | Officers | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Ratio at which award holders get common stock of the company | 0 | |
LTIP | Performance Stock Units (PSUs) | Officers | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Ratio at which award holders get common stock of the company | 2.25 | |
LTIP | Performance Stock Units (PSUs), Granted Prior to Fiscal Year 2023 | Officers | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Ratio at which award holders get common stock of the company | 2 | |
2024 LTIP | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares reserved for future issuance (in shares) | 3,100,000 |
STOCK-BASED COMPENSATION - Sche
STOCK-BASED COMPENSATION - Schedule of Expenses (Details) - LTIP - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation | $ 12,262 | $ 9,895 | $ 23,461 | $ 17,275 |
Restricted and deferred stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation | 7,198 | 4,769 | 13,798 | 9,194 |
Performance stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation | $ 5,064 | $ 5,126 | $ 9,663 | $ 8,081 |
STOCK-BASED COMPENSATION - Unre
STOCK-BASED COMPENSATION - Unrecognized Compensation Expense (Details) - LTIP $ in Thousands | Jun. 30, 2024 USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total unrecognized stock-based compensation | $ 83,663 |
Restricted and deferred stock units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total unrecognized stock-based compensation | 50,357 |
Performance stock units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total unrecognized stock-based compensation | $ 33,306 |
STOCK-BASED COMPENSATION - Acti
STOCK-BASED COMPENSATION - Activity of Non-Option Awards (Details) | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
LTIP | RSUs and DSUs | |
Stock Units | |
Non-vested, beginning of year (in shares) | shares | 855,627 |
Granted (in shares) | shares | 458,106 |
Vested (in shares) | shares | (165,223) |
Forfeited (in shares) | shares | (43,206) |
Non-vested, end of period (in shares) | shares | 1,105,304 |
Weighted-Average Grant-Date Fair Value | |
Non-vested, beginning of year (in dollars per share) | $ / shares | $ 66.31 |
Granted (in dollars per share) | $ / shares | 64.48 |
Vested (in dollars per share) | $ / shares | 59.46 |
Forfeited (in dollars per share) | $ / shares | 66.97 |
Non-vested, end of period (in dollars per share) | $ / shares | $ 66.55 |
LTIP | PSUs | Officers | |
Stock Units | |
Non-vested, beginning of year (in shares) | shares | 472,593 |
Granted (in shares) | shares | 270,509 |
Additional shares based on performance (in shares) | shares | 59,504 |
Vested (in shares) | shares | (139,218) |
Forfeited (in shares) | shares | (10,818) |
Non-vested, end of period (in shares) | shares | 652,570 |
Weighted-Average Grant-Date Fair Value | |
Non-vested, beginning of year (in dollars per share) | $ / shares | $ 92.08 |
Granted (in dollars per share) | $ / shares | 74.55 |
Additional shares based on performance (in dollars per share) | $ / shares | 97.45 |
Vested (in dollars per share) | $ / shares | 91.59 |
Forfeited (in dollars per share) | $ / shares | 103.15 |
Non-vested, end of period (in dollars per share) | $ / shares | $ 85.23 |
Target amount multiplier | 1 |
LTIP | PSUs | Officers | Minimum | |
Weighted-Average Grant-Date Fair Value | |
Ratio at which award holders get common stock of the company | 0 |
LTIP | PSUs | Officers | Maximum | |
Weighted-Average Grant-Date Fair Value | |
Ratio at which award holders get common stock of the company | 2.25 |
LTIP | Performance Stock Units (PSUs), Granted Prior to Fiscal Year 2023 | Officers | |
Weighted-Average Grant-Date Fair Value | |
Ratio at which award holders get common stock of the company | 2 |
LTIP | Performance Shares, Granted in Fiscal 2021 | Officers | |
Weighted-Average Grant-Date Fair Value | |
Ratio at which award holders get common stock of the company | 1.41 |
Extraction Equity Plan | Performance Shares, Granted in Fiscal 2021 | Officers | |
Weighted-Average Grant-Date Fair Value | |
Ratio at which award holders get common stock of the company | 2 |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of Non-financial Assets and Liabilities (Details) - Estimate of Fair Value Measurement - Level 2 - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Financial assets and liabilities accounted for at fair value | ||
Derivative assets | $ 14,618 | $ 43,425 |
Derivative liabilities | $ 71,771 | $ 18,096 |
FAIR VALUE MEASUREMENTS - Sch_2
FAIR VALUE MEASUREMENTS - Schedule of Long-Term Debt at Fair Value (Details) - Senior Notes - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
2026 Senior Notes | ||
Financial assets and liabilities accounted for at fair value | ||
Nominal Interest | 5% | |
2028 Senior Notes | ||
Financial assets and liabilities accounted for at fair value | ||
Nominal Interest | 8.375% | |
2030 Senior Notes | ||
Financial assets and liabilities accounted for at fair value | ||
Nominal Interest | 8.625% | |
2031 Senior Notes | ||
Financial assets and liabilities accounted for at fair value | ||
Nominal Interest | 8.75% | |
Fair Value, Inputs, Level 1 | 2026 Senior Notes | ||
Financial assets and liabilities accounted for at fair value | ||
Nominal Interest | 5% | |
Fair Value | $ 389,600 | $ 389,020 |
Percent of Par | 97.40% | 97.30% |
Fair Value, Inputs, Level 1 | 2028 Senior Notes | ||
Financial assets and liabilities accounted for at fair value | ||
Nominal Interest | 8.375% | |
Fair Value | $ 1,416,150 | $ 1,412,559 |
Percent of Par | 104.90% | 104.60% |
Fair Value, Inputs, Level 1 | 2030 Senior Notes | ||
Financial assets and liabilities accounted for at fair value | ||
Nominal Interest | 8.625% | |
Fair Value | $ 1,071,000 | $ 1,063,050 |
Percent of Par | 107.10% | 106.30% |
Fair Value, Inputs, Level 1 | 2031 Senior Notes | ||
Financial assets and liabilities accounted for at fair value | ||
Nominal Interest | 8.75% | |
Fair Value | $ 1,444,500 | $ 1,433,363 |
Percent of Par | 107% | 106.20% |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | ||||
Proved oil and gas property impairments | $ 0 | $ 0 | $ 0 | $ 0 |
DERIVATIVES - Components of Der
DERIVATIVES - Components of Derivative Gain (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Components of the derivative gain (loss) | ||||
Total derivative gain (loss), net | $ 7,578 | $ 4,927 | $ (102,102) | $ 30,087 |
Commodity derivative | ||||
Components of the derivative gain (loss) | ||||
Total derivative cash settlement loss, net | (12,752) | (1,335) | (23,907) | (11,885) |
Change in fair value gain (loss) | 20,330 | 6,262 | (78,195) | 41,972 |
Total derivative gain (loss), net | 7,578 | 4,927 | (102,102) | 30,087 |
Commodity derivative | Crude oil contracts | ||||
Components of the derivative gain (loss) | ||||
Total derivative cash settlement loss, net | (19,163) | (2,164) | (30,267) | (5,613) |
Commodity derivative | Natural gas contracts | ||||
Components of the derivative gain (loss) | ||||
Total derivative cash settlement loss, net | $ 6,411 | $ 829 | $ 6,360 | $ (6,272) |
DERIVATIVES - Commodity Derivat
DERIVATIVES - Commodity Derivatives (Details) - Scenario, Forecast | 3 Months Ended | ||||
Sep. 30, 2025 $ / bbl bbl | Jun. 30, 2025 $ / bbl bbl | Mar. 31, 2025 $ / bbl bbl | Dec. 31, 2024 MMBTU $ / bbl $ / MMBTU bbl | Sep. 30, 2024 MMBTU $ / MMBTU $ / bbl bbl | |
Crude Oil Derivatives (volumes in Bbl/day and prices in $/Bbl) | Swaps | |||||
Derivative [Line Items] | |||||
NYMEX WTI Volumes (in unit per day) | bbl | 10,000 | 19,000 | 19,000 | 25,997 | 24,036 |
Weighted-Average Contract Price (in dollars per unit) | 73.99 | 71.89 | 72.74 | 70.77 | 71.15 |
Crude Oil Derivatives (volumes in Bbl/day and prices in $/Bbl) | Swaps | Subsequent Event | |||||
Derivative [Line Items] | |||||
NYMEX WTI Volumes (in unit per day) | bbl | 12,000 | ||||
Weighted-Average Contract Price (in dollars per unit) | 74.64 | ||||
Crude Oil Derivatives (volumes in Bbl/day and prices in $/Bbl) | Two-Way Collars | |||||
Derivative [Line Items] | |||||
NYMEX WTI Volumes (in unit per day) | bbl | 18,000 | 32,000 | 28,000 | 23,504 | 24,824 |
Weighted-Average Ceiling Price (in dollars per unit) | 77.25 | 77.78 | 79.87 | 80.99 | 82.44 |
Weighted-Average Floor Price (in dollars per unit) | 68.93 | 69.88 | 70 | 65.66 | 65.49 |
Crude Oil Derivatives (volumes in Bbl/day and prices in $/Bbl) | Two-Way Collars | Subsequent Event | |||||
Derivative [Line Items] | |||||
NYMEX WTI Volumes (in unit per day) | bbl | 10,000 | ||||
Weighted-Average Ceiling Price (in dollars per unit) | 78.36 | ||||
Weighted-Average Floor Price (in dollars per unit) | 70 | ||||
Crude Oil Derivatives (volumes in Bbl/day and prices in $/Bbl) | Bought Puts | |||||
Derivative [Line Items] | |||||
NYMEX WTI Volumes (in unit per day) | bbl | 5,669 | 6,216 | |||
Weighted-Average Contract Price (in dollars per unit) | 55 | 55 | |||
Natural Gas Derivatives (volumes in MMBtu/day and prices in $/MMBtu) | Swaps | |||||
Derivative [Line Items] | |||||
Weighted-Average Contract Price (in dollars per unit) | $ / MMBTU | 2.71 | 2.68 | |||
Volumes (in unit per day) | MMBTU | 131,701 | 161,578 | |||
Natural Gas Derivatives (volumes in MMBtu/day and prices in $/MMBtu) | Two-Way Collars | |||||
Derivative [Line Items] | |||||
Weighted-Average Ceiling Price (in dollars per unit) | $ / MMBTU | 3.16 | ||||
Weighted-Average Floor Price (in dollars per unit) | $ / MMBTU | 2.50 | ||||
Volumes (in unit per day) | MMBTU | 1,668 | ||||
Natural Gas Derivatives (volumes in MMBtu/day and prices in $/MMBtu) | Basis Protection Swaps | |||||
Derivative [Line Items] | |||||
Weighted-Average Contract Price (in dollars per unit) | $ / MMBTU | (0.27) | ||||
CIG Basis Volumes | Basis Protection Swaps | |||||
Derivative [Line Items] | |||||
Volumes (in unit per day) | MMBTU | 33,246 | ||||
WAHA Basis | Basis Protection Swaps | |||||
Derivative [Line Items] | |||||
Weighted-Average Contract Price (in dollars per unit) | $ / MMBTU | (0.97) | (0.97) | |||
Volumes (in unit per day) | MMBTU | 130,000 | 130,000 | |||
WAHA Index | Basis Protection Swaps | |||||
Derivative [Line Items] | |||||
Weighted-Average Contract Price (in dollars per unit) | $ / MMBTU | (0.05) | ||||
Volumes (in unit per day) | MMBTU | 70,000 |
DERIVATIVES - Derivative Positi
DERIVATIVES - Derivative Positions (Details) - Commodity - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Derivative Assets: | ||
Total derivative assets | $ 14,618 | $ 43,425 |
Amounts not offset in the accompanying balance sheets | (10,880) | (11,859) |
Total derivative assets, net | 3,738 | 31,566 |
Derivative Liabilities: | ||
Total derivative liabilities | (71,771) | (18,096) |
Amounts not offset in the accompanying balance sheets | 10,880 | 11,859 |
Total derivative liabilities, net | (60,891) | (6,237) |
Commodity contracts - current | ||
Derivative Assets: | ||
Total derivative assets | 14,118 | 35,192 |
Commodity contracts - noncurrent | ||
Derivative Assets: | ||
Total derivative assets | 500 | 8,233 |
Commodity contracts - current | ||
Derivative Liabilities: | ||
Total derivative liabilities | (70,835) | (18,096) |
Commodity contracts - long-term | ||
Derivative Liabilities: | ||
Total derivative liabilities | $ (936) | $ 0 |
ASSET RETIREMENT OBLIGATIONS -
ASSET RETIREMENT OBLIGATIONS - Schedule of Roll-Forward Activity (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | |
Change in asset retirement obligations | ||
Balance as of December 31, 2023 | $ 336,832 | |
Additional liabilities incurred with development activities and other | 4,092 | |
Additional liabilities incurred with acquisitions | 40,157 | |
Liabilities settled | (15,915) | |
Accretion expense | 11,812 | |
Obligations discharged with divestitures | (27,976) | |
Balance as of June 30, 2024 | 349,002 | |
Current portion | 31,116 | |
Long-term portion | $ 317,886 | $ 305,716 |
EARNINGS PER SHARE - Narrative
EARNINGS PER SHARE - Narrative (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 shares | Jun. 30, 2023 shares | Jun. 30, 2024 shares | Jun. 30, 2023 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Antidilutive securities excluded from EPS calculation (in shares) | 5,507 | 3,846 | 206,285 | 111,251 |
LTIP | Performance Stock Units (PSUs), Granted Prior to Fiscal Year 2023 | Officers | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Ratio at which award holders get common stock of the company | 2 | |||
LTIP | Minimum | Performance Stock Units (PSUs) | Officers | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Ratio at which award holders get common stock of the company | 0 | |||
LTIP | Maximum | Performance Stock Units (PSUs) | Officers | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Ratio at which award holders get common stock of the company | 2.25 |
EARNINGS PER SHARE - Schedule o
EARNINGS PER SHARE - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Earnings Per Share [Abstract] | ||||||
Net income, basic | $ 215,989 | $ 175,821 | $ 139,287 | $ 202,461 | $ 391,810 | $ 341,748 |
Net income, diluted | $ 215,989 | $ 139,287 | $ 391,810 | $ 341,748 | ||
Basic earnings per common share (in dollars per share) | $ 2.17 | $ 1.73 | $ 3.92 | $ 4.22 | ||
Diluted earnings per common share (in dollars per share) | $ 2.15 | $ 1.72 | $ 3.88 | $ 4.18 | ||
Weighted-average shares outstanding - basic (in shares) | 99,426 | 80,393 | 100,062 | 81,052 | ||
Add: dilutive effect of stock awards (in shares) | 819 | 751 | 803 | 772 | ||
Weighted-average shares outstanding - diluted (in shares) | 100,245 | 81,144 | 100,865 | 81,824 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |||||
Deferred tax assets, valuation allowance | $ 25,400,000 | $ 25,400,000 | $ 25,400,000 | ||
Net deferred tax liability | 657,470,000 | 657,470,000 | 564,781,000 | ||
Income taxes payable | 3,900,000 | 3,900,000 | |||
Prepaid income taxes | 9,600,000 | ||||
Income tax expense | 66,993,000 | $ 44,363,000 | 102,012,000 | $ 109,452,000 | |
Unrecognized tax benefits | $ 0 | $ 0 | $ 0 |
SUPPLEMENTAL DISCLOSURES OF C_3
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Supplemental cash flow information: | ||
Cash refunded for income taxes, net | $ 4,175 | $ 7,861 |
Cash paid for interest | (204,127) | (12,627) |
Supplemental non-cash investing activities: | ||
Changes in working capital related to capital expenditures | $ (125,344) | $ 56,345 |
STOCKHOLDERS' EQUITY - Narrativ
STOCKHOLDERS' EQUITY - Narrative (Details) - USD ($) shares in Millions | 1 Months Ended | 6 Months Ended | |||
Jan. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jul. 31, 2024 | Feb. 28, 2023 | |
Equity, Class of Treasury Stock [Line Items] | |||||
Stock repurchased, purchase price | $ 191,872,000 | $ 320,305,000 | |||
Remaining availability under stock repurchase program | $ 288,000,000 | ||||
Subsequent Event | |||||
Equity, Class of Treasury Stock [Line Items] | |||||
Percentage of adjusted cash free cash flow | 50% | ||||
2023 Stock Repurchase Program, Through December 2024 | Common Stock | |||||
Equity, Class of Treasury Stock [Line Items] | |||||
Stock repurchase program, authorized amount (not to exceed) | $ 500,000,000 | $ 1,000,000,000 | |||
Capital Return Program | Subsequent Event | |||||
Equity, Class of Treasury Stock [Line Items] | |||||
Stock repurchase program, authorized amount (not to exceed) | $ 500,000,000 | ||||
CPPIB Crestone Peak Resources Canada Inc. | 2023 Share Repurchase Plan | Common Stock | |||||
Equity, Class of Treasury Stock [Line Items] | |||||
Stock repurchased and retired (in shares) | 4.9 | ||||
Stock repurchased, purchase price | $ 300,000,000 |
STOCKHOLDERS' EQUITY - Schedule
STOCKHOLDERS' EQUITY - Schedule of Share Repurchases (Details) $ / shares in Units, $ in Thousands | 6 Months Ended |
Jun. 30, 2024 USD ($) $ / shares shares | |
Equity, Class of Treasury Stock [Line Items] | |
Number of shares (in shares) | shares | 2,795,300 |
Weighted-average price (in dollars per share) | $ / shares | $ 68.63 |
Total purchase price | $ | $ 191,854 |
NGP Tap Rock Holdings, LLC and certain of its affiliates | |
Equity, Class of Treasury Stock [Line Items] | |
Number of shares (in shares) | shares | 876,200 |
Weighted-average price (in dollars per share) | $ / shares | $ 64.54 |
Total purchase price | $ | $ 56,549 |
Vencer | |
Equity, Class of Treasury Stock [Line Items] | |
Number of shares (in shares) | shares | 1,041,700 |
Weighted-average price (in dollars per share) | $ / shares | $ 71.99 |
Total purchase price | $ | $ 75,000 |
Other transactions | |
Equity, Class of Treasury Stock [Line Items] | |
Number of shares (in shares) | shares | 877,400 |
Weighted-average price (in dollars per share) | $ / shares | $ 68.73 |
Total purchase price | $ | $ 60,305 |
STOCKHOLDERS' EQUITY - Summary
STOCKHOLDERS' EQUITY - Summary of Dividends Paid (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | |
Dividends Paid [Line Items] | ||||
Total (in dollars per share) | $ 1.50 | $ 1.45 | $ 2.12 | $ 2.15 |
Total | $ 150,797 | $ 148,327 | $ 173,358 | $ 176,878 |
Base | ||||
Dividends Paid [Line Items] | ||||
Total (in dollars per share) | $ 0.50 | $ 0.50 | $ 0.50 | $ 0.50 |
Variable | ||||
Dividends Paid [Line Items] | ||||
Total (in dollars per share) | $ 1 | $ 0.95 | $ 1.62 | $ 1.65 |