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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date
of earliest event reported): January 2, 2024
Civitas Resources, Inc.
(Exact name of registrant as specified in its
charter)
Delaware |
|
001-35371 |
|
61-1630631 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
555 17th Street, Suite 3700
Denver, Colorado 80202
(Address of principal executive offices, including zip code)
Registrant’s telephone
number, including area code: (303) 293-9100
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class |
|
Trading Symbol |
|
Name of exchange on which registered |
Common
Stock, par value $0.01 per share |
|
CIVI |
|
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Explanatory Note
On August 2, 2023, Civitas Resources, Inc.,
a Delaware corporation (the “Company”), filed a Current Report on Form 8-K (the “Original Report”) with the
Securities and Exchange Commission announcing the completion, on August 2, 2023, of the Company’s acquisition of all of the
issued and outstanding equity interests of (i) Hibernia Energy III, LLC, a Delaware limited liability company (“Hibernia Energy”),
and Hibernia Energy III-B, LLC, a Delaware limited liability company, and (ii) Tap Rock AcquisitionCo, LLC, a Delaware limited liability
company (“Tap Rock AcquisitionCo”), Tap Rock Resources II, LLC, a Delaware limited liability company (“Tap Rock II”),
and Tap Rock NM10 Holdings, LLC, a Delaware limited liability company (the “Acquisition”). The Company amended the Original
Report on September 29, 2023 to file (i) the audited consolidated financial statements of Hibernia Energy as of December 31,
2022 and 2021 and for the years ended December 31, 2022 and 2021, (ii) the unaudited consolidated financial statements of Hibernia
Energy as of June 30, 2023 and for the six months ended June 30, 2023 and 2022, (iii) the audited consolidated financial
statements of Tap Rock AcquisitionCo as of December 31, 2022 and 2021 and for the years ended December 31, 2022 and 2021, (iv) the
unaudited consolidated financial statements of Tap Rock AcquisitionCo as of June 30, 2023 and for the six months ended June 30,
2023 and 2022, (v) the audited consolidated financial statements of Tap Rock II as of December 31, 2022 and 2021 and for the
years ended December 31, 2022 and 2021, (vi) the unaudited condensed consolidated financial statements of Tap Rock II as of
June 30, 2023 and for the six months ended June 30, 2023 and 2022 and (vii) the unaudited pro forma condensed combined
financial information of the Company as of June 30, 2023, for the six months ended June 30, 2023, and for the year ended December 31,
2022. The Company is filing this Current Report on Form 8-K to provide certain additional pro forma financial information relating
to the Acquisition.
The unaudited pro forma condensed combined statement
of operations for the nine months ended September 30, 2023 is filed herewith and attached hereto as Exhibit 99.1, and is incorporated
herein by reference.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: January 2, 2024 |
|
Civitas Resources, Inc. |
|
|
|
|
By: |
/s/ Adrian Milton |
|
Name: |
Adrian Milton |
|
Title: |
Senior Vice President, General Counsel and Assistant Corporate Secretary |
Exhibit 99.1
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL
STATEMENTS
The unaudited pro forma condensed combined
financial information and related footnotes (the “Pro Forma Financial Statements”) have been prepared in accordance with
Article 11 of Regulation S-X, Pro Forma Financial Information. The Pro Forma Financial Statements of Civitas Resources, Inc.,
a Delaware corporation (“Civitas” or the “Company”), present the combination of the financial information and
the pro forma effect with respect to the following transactions (collectively, the “Transactions”), further details of which
are included within the footnotes to the Pro Forma Financial Statements.
On June 19, 2023, the Company entered into a membership interest
purchase agreement (the “Hibernia Acquisition Agreement”) with Hibernia Energy III Holdings, LLC and Hibernia Energy III-B
Holdings, LLC, pursuant to which the Company agreed to purchase all of the issued and outstanding equity interests of Hibernia Energy
III, LLC (“HE3”) and Hibernia Energy III-B, LLC (“HE3-B” and, together with HE3, “Hibernia”).
On August 2, 2023 (the “Closing Date”), the Company
completed the transactions contemplated by the Hibernia Acquisition Agreement (the “Hibernia Acquisition”) for aggregate
consideration of approximately $2.2 billion in cash, subject to certain customary purchase price adjustments set forth in the Hibernia
Acquisition Agreement.
On June 19, 2023, the Company entered into a membership interest
purchase agreement (as amended from time to time, the “Tap Rock Acquisition Agreement”) with Tap Rock Resources Legacy, LLC,
a Delaware limited liability company (“Tap Rock I Legacy”), Tap Rock Resources Intermediate, LLC, a Delaware limited liability
company (“Tap Rock I Intermediate” and, together with Tap Rock I Legacy, the “Tap Rock I Sellers”), Tap Rock
Resources II Legacy, LLC, a Delaware limited liability company (“Tap Rock II Legacy”), Tap Rock Resources II Intermediate,
LLC, a Delaware limited liability company (“Tap Rock II Intermediate” and, together with Tap Rock II Legacy, the “Tap
Rock II Sellers”), Tap Rock NM10 Legacy Holdings, LLC, a Delaware limited liability company (“NM10 Legacy”), and Tap
Rock NM10 Holdings Intermediate, LLC, a Delaware limited liability company (“NM10 Intermediate” and together with NM10 Legacy,
the “NM10 Sellers”, solely in its capacity as “Sellers’ Representative” (as defined therein), Tap Rock
I Legacy, and solely for the limited purposes set forth therein, Tap Rock Resources, LLC a Delaware limited liability company, pursuant
to which the Company agreed to purchase all of the issued and outstanding equity interests of Tap Rock AcquisitionCo, LLC, a Delaware
limited liability company, Tap Rock Resources II, LLC, a Delaware limited liability company, and Tap Rock NM10 Holdings, LLC, a Delaware
limited liability company (collectively, “Tap Rock”), from the Tap Rock I Sellers, the Tap Rock II Sellers and the NM10 Sellers,
respectively.
On the Closing Date, the Company completed the transactions contemplated
by the Tap Rock Acquisition Agreement (the “Tap Rock Acquisition”) for aggregate consideration of approximately $2.5 billion,
which was comprised of (i) $1.5 billion in cash and (ii) 13,538,472 shares of common stock, par value $0.01 per share, of the
Company valued at approximately $1.0 billion, subject to certain customary anti-dilution and purchase price adjustments set forth in
the Tap Rock Acquisition Agreement.
The
Pro Forma Financial Statements of Civitas present the combination of the financial information and the pro forma effects with respect
to the Hibernia Acquisition and the Tap Rock Acquisition (collectively, the “Acquisitions”), further details of which
are included within the notes to the Pro Forma Financial Statements. The Pro Forma Financial Statements have been prepared from the respective
historical consolidated financial statements of Civitas, Hibernia and Tap Rock adjusted to give effect to the Acquisitions and exclude
historical financial data from the HE3-B historical financial statements. The unaudited pro forma
condensed combined statements of operations (the “Pro Forma Statements of Operations”) for the nine months ended September 30,
2023 and the year ended December 31, 2022, have been prepared to give effect to the Acquisitions as if they had been consummated
on January 1, 2022. The Pro Forma Financial Statements contain certain reclassification adjustments to conform the historical
Hibernia and Tap Rock financial statement presentation to Civitas’ financial statement presentation.
The Pro Forma Financial Statements are presented
to reflect the Acquisitions and do not represent what Civitas’ results of operations would have been had the Acquisitions occurred
on the date noted above, nor do they project the results of operations of the combined company following the effective dates. The Pro
Forma Financial Statements are intended to provide information about the continuing impact of the Acquisitions as if they had been consummated
earlier. The transaction accounting adjustments are based on information and certain estimates and assumptions that management believes
are reasonable based on currently available information. In the opinion of management, all adjustments necessary to present fairly the
Pro Forma Financial Statements have been made.
The
Acquisitions have been accounted for using the acquisition method of accounting, with Civitas identified as the acquirer. The acquisition
method of accounting requires fair values to be estimated and determined for the merger consideration, as well as the assets acquired
and liabilities assumed by Civitas. As of the date of this filing, the determination of these fair value estimates is still preliminary
as Civitas continues to complete the detailed valuation analysis to arrive at the required final estimates, which will be completed as
soon as practicable, and will not extend beyond the one-year measurement period from the close
of the Transactions provided under Accounting Standards Codification 805, Business Combinations (“ASC 805”). Any
increases or decreases in the fair values of assets acquired and liabilities assumed upon completion of the final valuation analysis
may be materially different from the information reflected in the Pro Forma Financial Statements herein. The Pro Forma Financial Statement
should be read in conjunction with:
· | the audited
consolidated financial statements contained in Civitas’ Annual Report on Form 10-K
as of and for the year ended December 31, 2022 filed with the Securities and Exchange
Commission (“SEC”) on February 22, 2023; |
· | the unaudited
condensed consolidated financial statements contained in Civitas’ Quarterly Report
on Form 10-Q as of and for the quarter ended September 30, 2023 filed with the
SEC on November 7, 2023; |
· | the audited
consolidated financial statements of HE3 for the year ended December 31, 2022, filed
with the SEC on Form 8-K/A dated August 2, 2023; |
· | the unaudited
consolidated financial statements and notes of HE3 for the period ended September 30,
2023; |
· | the audited
consolidated financial statements of Tap Rock AcquisitionCo, LLC for the year ended December 31,
2022, filed with the SEC on Form 8-K/A dated August 2, 2023; |
· | the audited
consolidated financial statements of Tap Rock Resources II, LLC for the year ended December 31,
2022, filed with the SEC on Form 8-K/A dated August 2, 2023; and |
· | the unaudited
consolidated financial statements and notes of Tap Rock Resources II, LLC for the period
ended September 30, 2023. |
CIVITAS RESOURCES, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT
OF OPERATIONS
Nine Months Ended September 30, 2023
(in thousands, except per share data)
| |
Historical | | |
| | |
| | |
Pro Forma
Combined | |
| |
Civitas
Resources | | |
Hibernia | | |
Hibernia
Reclass
Adjustments
(Note 2) | | |
Hibernia
Transaction
Accounting
Adjustments
(Note 3) | | |
Civitas
Resources (Excluding Tap
Rock) | |
| |
| | |
| | |
| | |
| | |
| |
| |
(in thousands, except per share data) | |
Operating net revenues: | |
| | | |
| | | |
| | | |
| | | |
| | |
Oil and natural gas sales | |
$ | 2,352,464 | | |
$ | - | | |
$ | 402,640 | | |
$ | - | | |
$ | 2,755,104 | |
Oil | |
| - | | |
| 354,729 | | |
| (354,729 | ) | |
| - | | |
| - | |
Natural gas | |
| - | | |
| 18,407 | | |
| (18,407 | ) | |
| - | | |
| - | |
Natural gas liquids | |
| - | | |
| 51,997 | | |
| (51,997 | ) | |
| - | | |
| - | |
Realized gain on commodity derivatives | |
| - | | |
| 23,725 | | |
| (23,725 | ) | |
| - | | |
| - | |
Other | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Operating expenses: | |
| | | |
| | | |
| | | |
| | | |
| | |
Lease operating expense | |
| 191,728 | | |
| 32,230 | | |
| 2,075 | | |
| - | | |
| 226,033 | |
Midstream operating
expense | |
| 35,041 | | |
| - | | |
| - | | |
| - | | |
| 35,041 | |
Gathering, transportation, and processing | |
| 209,765 | | |
| - | | |
| - | | |
| - | | |
| 209,765 | |
Production taxes, transportation, processing
and gathering | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Workover | |
| - | | |
| 2,075 | | |
| (2,075 | ) | |
| - | | |
| - | |
Severance and ad valorem taxes | |
| 188,242 | | |
| - | | |
| 23,897 | | |
| - | | |
| 212,139 | |
Production, ad valorem and severance
tax | |
| - | | |
| 23,897 | | |
| (23,897 | ) | |
| - | | |
| - | |
Production taxes | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Revenue deductions | |
| - | | |
| 22,493 | | |
| (22,493 | ) | |
| - | | |
| - | |
Exploration | |
| 1,546 | | |
| - | | |
| - | | |
| - | | |
| 1,546 | |
Depreciation, depletion, and amortization | |
| 754,558 | | |
| 91,092 | | |
| - | | |
| 10,623 | (a) | |
| 856,273 | |
Unused commitments | |
| 4,696 | | |
| - | | |
| - | | |
| - | | |
| 4,696 | |
Bad debt expense | |
| 559 | | |
| - | | |
| - | | |
| - | | |
| 559 | |
Transaction costs | |
| 60,077 | | |
| - | | |
| - | | |
| - | | |
| 60,077 | |
General and administrative expense | |
| 106,553 | | |
| 6,571 | | |
| 226 | | |
| - | | |
| 113,350 | |
Equity compensation
expense | |
| - | | |
| 226 | | |
| (226 | ) | |
| - | | |
| - | |
Total operating
expenses | |
| 1,552,765 | | |
| 178,584 | | |
| (22,493 | ) | |
| 10,623 | | |
| 1,719,479 | |
Other income (expense): | |
| | | |
| | | |
| | | |
| | | |
| | |
Derivative gain | |
| (120,574 | ) | |
| - | | |
| 53,225 | | |
| (53,225 | )(b) | |
| (120,574 | ) |
Interest expense | |
| (92,669 | ) | |
| (18,037 | ) | |
| - | | |
| (66,977 | )(c) | |
| (177,683 | ) |
Gain (loss) on property transactions,
net | |
| (254 | ) | |
| 9 | | |
| - | | |
| 232 | (d) | |
| (13 | ) |
Other income | |
| 34,356 | | |
| 76 | | |
| - | | |
| - | | |
| 34,432 | |
Unrealized gain
on commodity derivatives | |
| - | | |
| 29,500 | | |
| (29,500 | ) | |
| - | | |
| - | |
Total other income
(expense) | |
| (179,141 | ) | |
| 11,548 | | |
| 23,725 | | |
| (119,970 | ) | |
| (263,838 | ) |
Income from operations before income taxes | |
| 620,558 | | |
| 281,822 | | |
| - | | |
| (130,593 | ) | |
| (771,787 | ) |
Income tax expense | |
| (139,138 | ) | |
| (1,729 | ) | |
| - | | |
| (42,548 | )(e) | |
| (183,415 | ) |
Net income | |
$ | 481,420 | | |
$ | 280,093 | | |
$ | - | | |
$ | (173,141 | ) | |
$ | 588,372 | |
Net income attributable
to non-controlling interest | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Net Income attributable
to controlling interest | |
$ | 481,420 | | |
$ | 280,093 | | |
$ | - | | |
$ | (173,141 | ) | |
$ | 588,372 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Net income per common share: | |
| | | |
| | | |
| | | |
| | | |
| | |
Basic | |
$ | 5.75 | | |
| | | |
| | | |
| | | |
$ | 7.03 | |
Diluted | |
$ | 5.70 | | |
| | | |
| | | |
| | | |
$ | 6.97 | |
Weighted-average common shares outstanding: | |
| | | |
| | | |
| | | |
| | | |
| | |
Basic | |
| 83,700 | | |
| | | |
| | | |
| | | |
| 83,700 | |
Diluted | |
| 84,468 | | |
| | | |
| | | |
| | | |
| 84,468 | |
See accompanying “Notes to Unaudited
Pro Forma Condensed Combined Financial Statements”
CIVITAS RESOURCES, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT
OF OPERATIONS (Continued)
Nine Months Ended September 30, 2023
(in thousands, except per share data)
| |
Civitas
Resources Pro Forma
(Excluding
Tap Rock) | | |
Tap Rock
AcquisitionCo
Historical | | |
Tap Rock
II
Historical | | |
Tap Rock
AcquisitionCo
Reclass
Adjustments
(Note 2) | | |
Tap Rock
II Reclass Adjustments (Note 2) | | |
Tap Rock
Transaction Accounting Adjustments (Note 4) | | |
Civitas
Resources Pro Forma Combined | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| |
(in thousands, except per share data) | |
Operating net revenues: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Oil and natural gas sales | |
$ | 2,755,104 | | |
$ | 382,658 | | |
$ | 167,580 | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 3,305,342 | |
Oil | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Natural gas | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Natural gas liquids | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Realized gain on commodity derivatives | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Other | |
| - | | |
| 1,004 | | |
| - | | |
| (1,004 | ) | |
| - | | |
| - | | |
| - | |
Operating expenses: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Lease operating expense | |
| 226,033 | | |
| 66,515 | | |
| 47,938 | | |
| - | | |
| - | | |
| - | | |
| 340,486 | |
Midstream operating
expense | |
| 35,041 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 35,041 | |
Gathering, transportation, and processing | |
| 209,765 | | |
| 9,617 | | |
| - | | |
| - | | |
| 2,058 | | |
| - | | |
| 221,440 | |
Production taxes, transportation, processing
and gathering | |
| - | | |
| - | | |
| 15,180 | | |
| - | | |
| (15,180 | ) | |
| - | | |
| - | |
Workover | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Severance and ad valorem taxes | |
| 212,139 | | |
| - | | |
| - | | |
| 30,915 | | |
| 13,122 | | |
| - | | |
| 256,176 | |
Production, ad valorem and severance
tax | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Production taxes | |
| | | |
| 30,915 | | |
| - | | |
| (30,915 | ) | |
| - | | |
| - | | |
| - | |
Revenue deductions | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Exploration | |
| 1,546 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 1,546 | |
Depreciation, depletion, and amortization | |
| 856,273 | | |
| 89,315 | | |
| 66,049 | | |
| - | | |
| - | | |
| 47,374 | (a) | |
| 1,059,011 | |
Unused commitments | |
| 4,696 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 4,696 | |
Bad debt expense | |
| 559 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 559 | |
Transaction costs | |
| 60,077 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 60,077 | |
General and administrative expense | |
| 113,350 | | |
| 15,189 | | |
| 15,632 | | |
| - | | |
| - | | |
| - | | |
| 144,171 | |
Equity compensation
expense | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Total operating
expenses | |
| 1,719,479 | | |
| 211,551 | | |
| 144,799 | | |
| - | | |
| - | | |
| 47,374 | | |
| 2,123,203 | |
Other income (expense): | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Derivative gain | |
| (120,574 | ) | |
| 18,598 | | |
| 24,237 | | |
| - | | |
| - | | |
| (42,835 | )(b) | |
| (120,574 | ) |
Interest expense | |
| (177,683 | ) | |
| (46,659 | ) | |
| (9,532 | ) | |
| - | | |
| - | | |
| (13,128 | )(c) | |
| (247,002 | ) |
Gain (loss) on property transactions,
net | |
| (13 | ) | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (13 | ) |
Other income | |
| 34,432 | | |
| - | | |
| - | | |
| 1,004 | | |
| - | | |
| - | | |
| 35,436 | |
Unrealized gain
on commodity derivatives | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Total other income
(expense) | |
| (263,838 | ) | |
| (28,061 | ) | |
| 14,705 | | |
| 1,004 | | |
| - | | |
| (55,963 | ) | |
| (332,153 | ) |
Income from operations before income taxes | |
| (771,787 | ) | |
| 144,050 | | |
| 37,486 | | |
| - | | |
| - | | |
| (103,337 | ) | |
| 849,986 | |
Income tax expense | |
| (183,415 | ) | |
| - | | |
| - | | |
| - | | |
| - | | |
| (23,284 | )(d) | |
| (206,699 | ) |
Net income | |
$ | 588,372 | | |
$ | 144,050 | | |
$ | 37,486 | | |
$ | - | | |
$ | - | | |
$ | (126,621 | ) | |
$ | 643,287 | |
Net income attributable
to non-controlling interest | |
| - | | |
| 8,457 | | |
| - | | |
| - | | |
| - | | |
| (8,457 | )(e) | |
| - | |
Net Income attributable
to controlling interest | |
$ | 588,372 | | |
$ | 135,593 | | |
$ | 37,486 | | |
$ | - | | |
$ | - | | |
$ | (118,164 | ) | |
$ | 643,287 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net income per common share: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Basic | |
$ | 7.03 | | |
| | | |
| | | |
| | | |
| | | |
| | | |
$ | 6.62 | |
Diluted | |
$ | 6.97 | | |
| | | |
| | | |
| | | |
| | | |
| | | |
$ | 6.56 | |
Weighted-average common shares outstanding: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Basic | |
| 83,700 | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 97,238 | |
Diluted | |
| 84,468 | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 98,006 | |
See accompanying “Notes to Unaudited
Pro Forma Condensed Combined Financial Statements”
CIVITAS RESOURCES, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT
OF OPERATIONS
Year Ended December 31, 2022
(in thousands, except per share data)
| |
Historical | | |
| | |
| | |
Pro Forma
Combined | |
| |
Civitas
Resources | | |
Hibernia | | |
Hibernia
Reclass Adjustments
(Note 2) | | |
Hibernia
Transaction Accounting Adjustments (Note 3) | | |
Civitas
Resources (Excluding Tap Rock) | |
| |
| | |
| | |
| | |
| | |
| |
| |
(in thousands, except per share data) | |
Operating net revenues: | |
| | | |
| | | |
| | | |
| | | |
| | |
Oil and natural gas sales | |
$ | 3,791,398 | | |
$ | - | | |
$ | 625,003 | | |
$ | - | | |
$ | 4,416,401 | |
Oil | |
| - | | |
| 509,874 | | |
| (509,874 | ) | |
| - | | |
| - | |
Natural gas | |
| - | | |
| 58,746 | | |
| (58,746 | ) | |
| - | | |
| - | |
Natural gas liquids | |
| - | | |
| 79,363 | | |
| (79,363 | ) | |
| - | | |
| - | |
Realized loss on commodity derivatives | |
| - | | |
| (111,712 | ) | |
| 111,712 | | |
| - | | |
| - | |
Other | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Operating expenses: | |
| | | |
| | | |
| | | |
| | | |
| | |
Lease operating
expense | |
| 169,986 | | |
| 32,576 | | |
| 3,018 | | |
| - | | |
| 205,580 | |
Midstream operating
expense | |
| 31,944 | | |
| - | | |
| - | | |
| - | | |
| 31,944 | |
Gathering, transportation,
and processing | |
| 287,474 | | |
| - | | |
| - | | |
| - | | |
| 287,474 | |
Workover | |
| - | | |
| 3,018 | | |
| (3,018 | ) | |
| - | | |
| - | |
Severance and
ad valorem taxes | |
| 305,701 | | |
| - | | |
| 38,495 | | |
| - | | |
| 344,196 | |
Production, ad
valorem and severance tax | |
| - | | |
| 38,495 | | |
| (38,495 | ) | |
| - | | |
| - | |
Production taxes | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Revenue deductions | |
| - | | |
| 22,980 | | |
| (22,980 | ) | |
| - | | |
| - | |
Exploration | |
| 6,981 | | |
| - | | |
| - | | |
| - | | |
| 6,981 | |
Depreciation,
depletion, and amortization | |
| 816,446 | | |
| 86,411 | | |
| - | | |
| 22,857 | (a) | |
| 925,714 | |
Abandonment and
impairment of unproved properties | |
| 17,975 | | |
| - | | |
| - | | |
| - | | |
| 17,975 | |
Unused commitments | |
| 3,641 | | |
| - | | |
| - | | |
| - | | |
| 3,641 | |
Bad debt expense | |
| (950 | ) | |
| - | | |
| - | | |
| - | | |
| (950 | ) |
Merger transaction
costs | |
| 24,683 | | |
| - | | |
| - | | |
| 3,790 | (f) | |
| 28,473 | |
General and administrative
expense | |
| 143,477 | | |
| 7,455 | | |
| 2,102 | | |
| - | | |
| 153,034 | |
Equity compensation
expense | |
| - | | |
| 2,102 | | |
| (2,102 | ) | |
| - | | |
| - | |
Total operating
expenses | |
| 1,807,358 | | |
| 193,037 | | |
| (22,980 | ) | |
| 26,647 | | |
| 2,004,062 | |
Other income (expense): | |
| | | |
| | | |
| | | |
| | | |
| | |
Derivative loss | |
| (335,160 | ) | |
| - | | |
| (82,623 | ) | |
| 82,623 | (b) | |
| (335,160 | ) |
Interest expense | |
| (32,199 | ) | |
| (11,255 | ) | |
| - | | |
| (154,062 | )(c) | |
| (197,516 | ) |
Gain on property transactions, net | |
| 15,880 | | |
| 20 | | |
| - | | |
| (1,679 | )(d) | |
| 14,221 | |
Other income | |
| 21,217 | | |
| 37 | | |
| - | | |
| - | | |
| 21,254 | |
Unrealized gain
on commodity derivatives | |
| - | | |
| 29,089 | | |
| (29,089 | ) | |
| - | | |
| - | |
Total other income
(expense) | |
| (330,262 | ) | |
| 17,891 | | |
| (111,712 | ) | |
| (73,118 | ) | |
| (497,201 | ) |
Income from operations before income taxes | |
| 1,653,778 | | |
| 361,125 | | |
| - | | |
| (99,765 | ) | |
| (1,915,138 | ) |
Income tax expense | |
| (405,698 | ) | |
| (3,012 | ) | |
| - | | |
| (46,423 | )(e) | |
| (455,133 | ) |
Net income | |
$ | 1,248,080 | | |
$ | 358,113 | | |
$ | - | | |
$ | (146,188 | ) | |
$ | (1,460,005 | ) |
Net income attributable
to non-controlling interest | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Net income attributable
to controlling interest | |
$ | 1,248,080 | | |
$ | 358,113 | | |
$ | - | | |
$ | (146,188 | ) | |
$ | (1,460,005 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Net income per common share: | |
| | | |
| | | |
| | | |
| | | |
| | |
Basic | |
$ | 14.68 | | |
| | | |
| | | |
| | | |
$ | 17.18 | |
Diluted | |
$ | 14.58 | | |
| | | |
| | | |
| | | |
$ | 17.06 | |
Weighted-average common shares outstanding: | |
| | | |
| | | |
| | | |
| | | |
| | |
Basic | |
| 85,005 | | |
| | | |
| | | |
| | | |
| 85,005 | |
Diluted | |
| 85,604 | | |
| | | |
| | | |
| | | |
| 85,604 | |
See accompanying “Notes to Unaudited
Pro Forma Condensed Combined Financial Statements”
CIVITAS RESOURCES, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT
OF OPERATIONS (Continued)
Year Ended December 31, 2022
(in thousands, except per share data)
| |
Civitas
Resources Pro Forma
(Excluding
Tap Rock) | | |
Tap
Rock
AcquisitionCo
Historical | | |
Tap
Rock II
Historical | | |
Tap
Rock
AcquisitionCo
Reclass
Adjustments
(Note 2) | | |
Tap
Rock II
Reclass
Adjustments
(Note 2) | | |
Tap
Rock
Transaction
Accounting
Adjustments
(Note 4) | | |
Civitas
Resources Pro Forma
Combined | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| |
(in thousands,
except per share data) | |
Operating net
revenues: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Oil
and natural gas sales | |
$ | 4,416,401 | | |
$ | 1,069,308 | | |
$ | 322,702 | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 5,808,411 | |
Oil | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Natural
gas | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Natural
gas liquids | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Realized
loss on commodity derivatives | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Other | |
| - | | |
| 2,051 | | |
| 15 | | |
| (2,051 | ) | |
| (15 | ) | |
| - | | |
| - | |
Operating
expenses: | |
| | | |
| | | |
| - | | |
| | | |
| - | | |
| | | |
| - | |
Lease
operating expense | |
| 205,580 | | |
| 138,410 | | |
| 60,326 | | |
| - | | |
| - | | |
| - | | |
| 404,316 | |
Midstream
operating expense | |
| 31,944 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 31,944 | |
Gathering,
transportation, and processing | |
| 287,474 | | |
| 20,859 | | |
| 3,916 | | |
| - | | |
| - | | |
| - | | |
| 312,249 | |
Workover | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Severance
and ad valorem taxes | |
| 344,196 | | |
| - | | |
| - | | |
| 90,034 | | |
| 27,790 | | |
| - | | |
| 462,020 | |
Production,
ad valorem and severance tax | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Production
taxes | |
| - | | |
| 90,034 | | |
| 27,790 | | |
| (90,034 | ) | |
| (27,790 | ) | |
| - | | |
| - | |
Revenue
deductions | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Exploration | |
| 6,981 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 6,981 | |
Depreciation,
depletion, and amortization | |
| 925,714 | | |
| 160,103 | | |
| 83,959 | | |
| - | | |
| - | | |
| 132,899 | (a) | |
| 1,302,675 | |
Abandonment
and impairment of unproved properties | |
| 17,975 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 17,975 | |
Unused
commitments | |
| 3,641 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 3,641 | |
Bad
debt expense | |
| (950 | ) | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (950 | ) |
Merger
transaction costs | |
| 28,473 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 5,264 | (f) | |
| 33,737 | |
General
and administrative expense | |
| 153,034 | | |
| 32,511 | | |
| 12,869 | | |
| - | | |
| - | | |
| - | | |
| 198,414 | |
Equity
compensation expense | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Total
operating expenses | |
| 2,004,062 | | |
| 441,917 | | |
| 188,860 | | |
| - | | |
| - | | |
| 138,163 | | |
| 2,773,002 | |
Other income
(expense): | |
| | | |
| | | |
| - | | |
| | | |
| - | | |
| | | |
| | |
Derivative
loss | |
| (335,160 | ) | |
| (125,580 | ) | |
| (28,610 | ) | |
| - | | |
| - | | |
| 154,190 | (b) | |
| (335,160 | ) |
Interest
expense | |
| (197,516 | ) | |
| (23,759 | ) | |
| (3,977 | ) | |
| - | | |
| - | | |
| (106,234 | )(c) | |
| (331,486 | ) |
Gain on
property transactions, net | |
| 14,221 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 14,221 | |
Other income | |
| 21,254 | | |
| - | | |
| - | | |
| 2,051 | | |
| 15 | | |
| - | | |
| 23,320 | |
Unrealized
gain on commodity derivatives | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Total
other income (expense) | |
| (497,201 | ) | |
| (149,339 | ) | |
| (32,587 | ) | |
| 2,051 | | |
| 15 | | |
| 47,956 | | |
| (629,105 | ) |
Income from
operations before income taxes | |
| (1,915,138 | ) | |
| 480,103 | | |
| 101,270 | | |
| - | | |
| - | | |
| (90,207 | ) | |
| (2,406,304 | ) |
Income
tax expense | |
| (455,133 | ) | |
| - | | |
| - | | |
| - | | |
| - | | |
| (130,032 | )(d) | |
| (585,165 | ) |
Net
income | |
$ | (1,460,005 | ) | |
$ | 480,103 | | |
$ | 101,270 | | |
$ | - | | |
$ | - | | |
$ | (220,239 | ) | |
$ | (1,821,139 | ) |
Net
income attributable to non-controlling interest | |
| - | | |
| 19,792 | | |
| - | | |
| - | | |
| - | | |
| (19,792 | )(e) | |
| - | |
Net
Income attributable to controlling interest | |
$ | (1,460,005 | ) | |
$ | 460,311 | | |
$ | 101,270 | | |
$ | - | | |
$ | - | | |
$ | (200,447 | ) | |
$ | (1,821,139 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net income per common share: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Basic | |
$ | 17.18 | | |
| | | |
| | | |
| | | |
| | | |
| | | |
$ | 18.48 | |
Diluted | |
$ | 17.06 | | |
| | | |
| | | |
| | | |
| | | |
| | | |
$ | 18.37 | |
Weighted-average
common shares outstanding: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Basic | |
| 85,005 | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 98,543 | |
Diluted | |
| 85,604 | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 99,142 | |
See accompanying “Notes to Unaudited
Pro Forma Condensed Combined Financial Statements”
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
NOTE 1 – BASIS
OF PRESENTATION
The Civitas, Hibernia, and Tap Rock historical financial information
has been derived from each respective company’s historical financial statements which have been filed by the Company with the Securities
and Exchange Commission or included elsewhere in this filing, as applicable. Certain of Hibernia’s and Tap Rock’s historical
amounts have been reclassified to conform to Civitas’ financial statement presentation, as discussed further in Note 2. The Pro
Forma Financial Statements should be read in conjunction with each company’s historical financial statements and the notes thereto.
The Pro Forma Statements of Operations for the nine months ended September 30, 2023, and the year ended December 31, 2022,
give effect to the Acquisitions as if they had been completed on January 1, 2022.
The
Pro Forma Financial Statements do not purport to be indicative of the results of operations of the combined company that would have occurred
if the Acquisitions had occurred on the date indicated, nor are they indicative of Civitas’ future results of operations. In addition,
future results may differ significantly from those reflected in the Pro Forma Financial Statements. Further, the Pro Forma Financial
Statements exclude historical financial data from HE3-B’s historical financial statements.
NOTE 2 - RECLASSIFICATION ADJUSTMENTS
The Pro Forma Financial Statements have been adjusted as follows to
reflect reclassifications of Hibernia’s and Tap Rock’s historical financial statements to conform to Civitas’ financial
statement presentation.
| (a) | Hibernia Reclassification Adjustments |
Pro Forma Condensed Combined Statement of Operations for the
nine months ended September 30, 2023
| · | Reclassification of
approximately $354.7 million from Revenues
– Oil, approximately $18.4 million
from Revenues – Natural gas, approximately $52.0
million from Revenues – Natural gas liquids, and approximately $22.5
million from Revenue deductions to Oil and natural gas sales; |
| · | Reclassification of
approximately $29.5 million from Unrealized
gain on commodity derivatives and approximately $23.7
million from Revenues – Realized gain on commodity derivatives to Derivative
gain; |
| · | Reclassification of
approximately $2.1 million from Workover
to Lease operating expense; |
| · | Reclassification of
approximately $23.9 million from Production,
ad valorem and severance tax to Severance and ad valorem taxes; and |
| · | Reclassification of
approximately $0.2 million from Equity
compensation expense to General and administrative expense. |
Pro Forma Condensed Combined Statement of
Operations for the year ended December 31, 2022
| · | Reclassification
of approximately $509.9 million from Revenues – Oil, approximately $58.7 million
from Revenues – Natural gas, approximately $79.4 million from Revenues –
Natural gas liquids, and approximately $23.0 million from Revenue deductions to
Oil and natural gas sales; |
| · | Reclassification
of approximately $29.1 million from Unrealized gain on commodity derivatives and approximately
$111.7 million Revenues – Realized loss on commodity derivatives to Derivative
loss; |
| · | Reclassification
of approximately $3.0 million from Workover to Lease operating expense; |
| · | Reclassification
of approximately $38.5 million from Production, ad valorem and severance tax to Severance
and ad valorem taxes; and |
| · | Reclassification
of approximately $2.1 million from Equity compensation expense to General and administrative
expense. |
(b) | Tap Rock AcquisitionCo Reclassification Adjustments |
Pro Forma Condensed Combined Statement of
Operations for the nine months ended September 30, 2023
| · | Reclassification
of approximately $1.0 million from Revenues
– Other to Other income; and |
| · | Reclassification
of approximately $30.9 million from Production
taxes to Severance and ad valorem taxes. |
Pro Forma Condensed Combined Statement of
Operations for the year ended December 31, 2022
| · | Reclassification
of approximately $2.1 million from Revenues – Other to Other income;
and |
| · | Reclassification
of approximately $90.0 million from Production taxes to Severance and ad valorem
taxes. |
(c) | Tap Rock Resources II, LLC Reclassification
Adjustments |
Pro Forma Condensed Combined Statement of
Operations for the nine months ended September 30, 2023
| · | Reclassification
of approximately $2.1 million from Production
taxes, transportation, processing and gathering to Gathering, transportation, and
processing; and |
| · | Reclassification
of approximately $13.1 million from Production
taxes, transportation, processing and gathering to Severance and ad valorem taxes. |
Pro Forma Condensed Combined Statement of
Operations for the year ended December 31, 2022
| · | Reclassification
of approximately $0.02 million from Revenues – Other to Other income;
and |
| · | Reclassification
of approximately $27.8 million from Production taxes to Severance and ad valorem
taxes. |
NOTE 3 – HIBERNIA PRELIMINARY ACQUISITION
ACCOUNTING AND PRO FORMA ADJUSTMENTS
Civitas has determined it is the accounting acquirer
for the Hibernia Acquisition which will be accounted for under the acquisition method of accounting for business combinations in accordance
with ASC 805. The allocation of the preliminary purchase price with respect to the Hibernia Acquisition is based upon management’s
estimates of and assumptions related to the fair values of assets acquired and liabilities assumed as of the acquisition date. The Pro
Forma Statements of Operations have been adjusted to give effect to the Hibernia Acquisition as follows:
| (a) | Reflect
the pro forma adjustments to Depreciation, depletion, and amortization to calculate
depletion expense based on the preliminary fair value of the proved properties acquired in
accordance with the successful efforts method of accounting. |
| (b) | Reflect the adjustment to remove the effect of derivatives not assumed
as part of the Hibernia Acquisition. |
| (c) | Reflect
the following pro forma adjustments related to Interest expense for the nine months
ended September 30, 2023 and the year ended December 31, 2022, respectively: |
| · | an
increase to Interest expense of approximately $16.8
million and approximately $28.9 million, respectively related to the draw on the Company's
reserve-based revolving facility (the “Civitas Credit Facility”); |
| · | an
increase to Interest expense of approximately $64.2
million and approximately $128.4 million, respectively related to the issuance of
$1.5 billion in 8.375% Senior Notes due 2028 and 8.750% Senior Notes due 2031 (“Acquisition
Senior Notes”); |
| · | an
increase to Interest expense of approximately $1.5
million and approximately $3.0 million, respectively related to the amortization of
the debt discount associated with the Acquisition Senior Notes; |
| · | an
increase to Interest expense of approximately $2.5
million and approximately $5.0 million, respectively related to the amortization of
debt issuance costs associated with the Acquisition Senior Notes and borrowings on the Civitas
Credit Facility; |
| · | a
decrease to Interest Expense of approximately $18.0
million and approximately $11.3 million related to the elimination of historical interest
expense on the Hibernia credit facility; and |
| · | a
one-eighth percent increase or decrease in the interest rate would have changed interest
expense related to the Civitas Credit Facility by $0.3
million and $0.5 million, respectively. |
| (d) | Reflect
the pro forma adjustments to Gain on property transactions, net to reclassify certain
amounts previously capitalized by Hibernia under the full cost method of accounting in order
to conform to the presentation to the successful efforts method of accounting used by Civitas
for oil and gas properties. |
| (e) | Reflect
the pro forma income tax expense effect of the Hibernia Acquisition accounting adjustments
based upon a statutory federal and blended state tax rate of 23.77% for the nine months ended
September 30, 2023 and the year ended December 31, 2022. |
| (f) | Reflect
non-recurring transaction related costs of approximately $3.8 million related to the Hibernia
Acquisition. These transaction related costs are not reflected in the historical September 30,
2023 condensed consolidated statement of operations, but are reflected in the Pro Forma Condensed
Combined Statement of Operations for the year ended December 31, 2022 as if incurred
on January 1, 2021, and include fees paid for financial advisors, legal services and
professional accounting services. |
NOTE 4 – TAP ROCK PRELIMINARY ACQUISITION
ACCOUNTING AND PRO FORMA ADJUSTMENTS
Civitas has determined it is the accounting acquirer
for the Tap Rock Acquisition which will be accounted for under the acquisition method of accounting for business combinations in accordance
with ASC 805. The allocation of the preliminary purchase price with respect to the Tap Rock Acquisition is based upon management’s
estimates of and assumptions related to the fair values of assets acquired and liabilities assumed as of the acquisition date. The Pro
Forma Statements of Operations have been adjusted to give effect to the Tap Rock Acquisition as follows:
| (a) | Reflect
the pro forma adjustments to Depreciation, depletion, and amortization to calculate
depletion expense based on the preliminary fair value of the proved properties acquired in
accordance with the successful efforts method of accounting. |
| (b) | Reflect
the adjustment to remove the effect of derivatives not assumed as part of the Tap Rock Acquisition. |
| (c) | Reflect
the following pro forma adjustments related to Interest expense for the nine months
ended September 30, 2023 and the year ended December 31, 2022, respectively: |
| · | an
increase to Interest expense of approximately $14.6
million and approximately $25.1 million, respectively related to the draw on the Civitas
Credit Facility; |
| · | an
increase to Interest expense of approximately $51.4
million and approximately $102.8 million, respectively related to the issuance of
$1.2 billion in Acquisition Senior Notes; |
| · | an
increase to Interest expense of approximately $1.2
million and approximately $2.4 million, respectively related to the amortization of
the debt discount associated with the Acquisition Senior Notes; |
| · | an
increase to Interest expense of approximately $2.1
million and approximately $3.7 million, respectively related to the amortization of
debt issuance costs associated with the Acquisition Senior Notes and borrowings on the Civitas
Credit Facility; |
| · | a
decrease to Interest expense of approximately $56.2
million and approximately $27.7 million, respectively related to elimination of historical
interest expense on the Tap Rock term loan and credit facility; and |
| · | a
one-eighth percent increase or decrease in the interest rate would have changed interest
expense related to the Civitas Credit Facility by $0.3
million and $0.4 million, respectively. |
| (d) | Reflect
the pro forma income tax expense effect of the Tap Rock Acquisition accounting adjustments
based upon a statutory federal and blended state tax rate of 24.32% for the nine months ended
September 30, 2023 and the year ended December 31, 2022. |
| (e) | Reflect
the elimination of the non-controlling interests as Civitas acquired 100% of Tap Rock. |
| (f) | Reflect
non-recurring transaction related costs of approximately $5.3 million related to the Tap
Rock Acquisition. These transaction related costs are not reflected in the historical September 30,
2023 condensed consolidated statement of operations, but are reflected in the Pro Forma Condensed
Combined Statement of Operations for the year ended December 31, 2022 as if incurred
on January 1, 2021, and include fees paid for financial advisors, legal services and
professional accounting services. |
v3.23.4
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Civitas Resources (NYSE:CIVI)
過去 株価チャート
から 10 2024 まで 11 2024
Civitas Resources (NYSE:CIVI)
過去 株価チャート
から 11 2023 まで 11 2024