Bonanza Creek Energy, Inc. (NYSE: BCEI) (the "Company" or "Bonanza
Creek") today announced its third quarter 2021 financial results.
Highlights include:
- Average sales volumes for the third
quarter of 43.7 thousand barrels of oil equivalent per day
(“MBoe/d”) with oil representing 51% of total volumes
- Total capital expenditures of $54.8
million for the third quarter
- Lease operating expense ("LOE") of
$2.87 per Boe for the third quarter
- Rocky Mountain Infrastructure ("RMI")
operating expense was $0.79 per Boe for the third quarter
- RMI net effective cost(1) for the third
quarter was $0.38 per Boe, which offsets RMI operating expense with
$0.41 per Boe of RMI operating revenue from working interest
partners
- General and administrative ("G&A")
expenses were $11.7 million for the third quarter of 2021,
which included $2.3 million in non-cash stock-based
compensation and $0.1 million of other non-recurring
G&A
- Recurring cash G&A(1) expense,
which excludes non-recurring and non-cash items, was $9.3 million
for the third quarter or $2.31 per Boe
- GAAP net income for the third quarter
of $40.7 million
- Adjusted EBITDAX(1) of $116.5 million,
or $3.74 per diluted share
(1) Non-GAAP measure; see attached
reconciliation schedules at the end of this release.
Eric Greager, President and Chief Executive Officer of Bonanza
Creek, commented, "We’re proud to have delivered a strong quarter
ahead of the closing of the pending mergers to form Civitas
Resources. The team has consistently delivered results, while
integrating the HighPoint assets, and I’m confident in continued
strong performance under the Civitas brand. Subject to stockholder
approval and satisfaction of customary closing conditions, we
expect to communicate more information on Civitas in the coming
days.”
Third Quarter 2021 Results
During the third quarter of 2021, the Company reported average
daily sales of 43.7 MBoe/d. The Company's production guidance for
the third quarter 2021 had been a range of 41 to 44 MBoe/d with oil
representing 48% to 52% of total volumes.
Product mix for the third quarter was 51% oil, 22% NGLs, and 27%
residue natural gas. The table below provides sales volumes,
product mix, and average sales prices for the third quarter 2021
and 2020.
|
|
Three Months Ended September 30, |
|
|
2021 |
|
2020 |
|
% Change |
Avg. Daily Sales
Volumes: |
|
|
|
|
|
|
Crude oil (Bbls/d) |
|
22,135 |
|
13,957 |
|
59% |
Natural gas (Mcf/d) |
|
72,255 |
|
39,449 |
|
83% |
Natural gas liquids
(Bbls/d) |
|
9,567 |
|
5,705 |
|
68% |
Crude oil equivalent
(Boe/d) |
|
43,745 |
|
26,237 |
|
67% |
|
|
|
|
|
|
|
Product
Mix |
|
|
|
|
|
|
Crude oil |
|
51% |
|
53% |
|
|
Natural gas |
|
27% |
|
25% |
|
|
Natural gas liquids |
|
22% |
|
22% |
|
|
|
|
|
|
|
|
|
Average Sales Prices
(before derivatives): |
|
|
|
|
|
|
Crude oil (per Bbl) |
|
$64.38 |
|
$36.45 |
|
|
Natural gas (per Mcf) |
|
$3.52 |
|
$1.32 |
|
|
Natural gas liquids (per Bbl) |
|
$38.44 |
|
$11.18 |
|
|
Crude oil equivalent (per Boe) |
|
$46.80 |
|
$23.81 |
|
|
Capital expenditures were $54.8 million for the third quarter of
2021. During the quarter, the Company completed 20 gross (16.5 net)
wells, and turned to sales 11 gross (10.1 net) wells, 10 of which
were standard reach lateral ("SRL") wells. Year-to-date capital
expenditures through the third quarter were $128.5 million versus
previously provided full year guidance of $150 million to $170
million.
Net oil and gas revenue for the third quarter of 2021 was $190.0
million compared to $156.0 million for the second quarter of 2021.
The increase was a result of higher oil, natural gas, and NGL
realized prices. Crude oil accounted for approximately 69% of total
revenue for the quarter. Differentials for the Company’s oil
production increased during the quarter to approximately $6.19 per
barrel off NYMEX WTI versus approximately $5.28 per barrel during
the second quarter of 2021, due to strengthening oil prices.
LOE for the third quarter of 2021 on a per unit basis decreased
3% to $2.87 per Boe from $2.95 per Boe in the second quarter of
2021. The Company's LOE guidance for the third quarter 2021 had
been a range of $2.85 to $3.00 per Boe.
RMI net effective cost for the third quarter 2021 was $0.38 per
Boe, which consists of $0.79 per Boe of RMI operating expense
offset by $0.41 per Boe of RMI operating revenue from working
interest partners. RMI operating revenue from working interest
partners is based on production volumes, and the fees are not tied
to oil or natural gas prices. The Company's RMI operating expense
guidance for the third quarter was a range of $0.85 to $1.15 per
Boe.
The Company's general and administrative ("G&A") expenses
were $11.7 million for the third quarter of 2021, which
included $2.3 million in non-cash stock-based compensation and
$0.1 million of other non-recurring G&A. Recurring cash
G&A, which excludes non-recurring and non-cash items, was
$9.3 million for the third quarter versus a guidance range of
$8.0 million to $9.5 million. On a per-unit basis, recurring cash
G&A was $2.31 per Boe for the quarter.
RMI net effective cost and recurring cash G&A are non-GAAP
measures. Please see Schedule 6 and Schedule 7 at the end of this
release for a reconciliation to the most comparable GAAP
measure.
Guidance Summary
The table below summarizes the Company’s performance versus
guidance for the third quarter. The Company expects to provide
additional guidance for the fourth quarter 2021 following the
closing of the mergers that will form Civitas Resources, Inc.
|
Actuals |
|
Guidance |
Guidance |
3Q 2021 |
|
3Q 2021 |
Production (MBoe/d) |
43.7 |
|
41.0 - 44.0 |
%
Oil |
50.6% |
|
48.0% - 52.0% |
Lease
operating expense ($/Boe) |
$2.87 |
|
$2.85 - $3.00 |
RMI
operating expense ($/Boe) |
$0.79 |
|
$0.85 - $1.15 |
Recurring cash general and administrative ($MM) |
$9.3 |
|
$8.0 - $9.5 |
Severance and ad valorem taxes (% of revenue) |
4.8% |
|
5.0% - 6.0% |
Oil
differential ($/bbl) |
$6.19 |
|
$6.50 - $7.00 |
Total
capital expenditures ($MM) |
$54.8 |
|
$55.0 - $65.0 |
Civitas Update
As previously announced, the Company will hold a special meeting
of Bonanza Creek stockholders on October 29th, 2021 to consider
approval of the XOG Merger and the Crestone Merger (as defined
below).
The table below outlines certain operating and financial results
for the third quarter of 2021 for the three companies separately,
that when merged will constitute Civitas Resources, Inc. The
mergers are subject to stockholder approval and other customary
closing conditions. The information for Extraction Oil & Gas,
Inc. ("Extraction") and Crestone Peak Resources ("Crestone Peak")
was provided to the Company by Extraction and Crestone Peak,
respectively, and has not been independently verified by the
Company.
3Q 2021 Metric |
|
Bonanza Creek |
|
Extraction |
|
Crestone Peak |
Production (MBoe/d) |
|
43.7 |
|
74.2 |
|
41.6 |
Total capital expenditures
($MM) |
|
$54.8 |
|
$13.8 |
|
$68.0 |
Adjusted EBITDAX ($MM) |
|
$116.5 |
|
$160.8 |
|
$67.6 |
Net Debt ($MM)(2) |
|
$119.6 |
|
$(95.2) |
|
$201.4 |
MTM Hedge Book ($MM) |
|
$(101.8) |
|
$(100.5) |
|
$(329.1) |
Net Working Capital
($MM)(3) |
|
$(49.8) |
|
$(186.6) |
|
$(142.5) |
(2) Excludes $760.5 million of Crestone Peak related party notes
that will be eliminated upon, or before, the closing of the
Crestone Peak Merger.(3) Net working capital calculated as current
assets minus current liabilities, excluding cash and derivatives;
see attached reconciliation schedules at the end of this
release.
Conference Call
The Company will not host a conference call to discuss third
quarter 2021 results.
About Bonanza Creek Energy, Inc.
Bonanza Creek Energy, Inc. is an independent oil and natural gas
company engaged in the acquisition, exploration, development, and
production of oil and associated liquids-rich natural gas in the
Rocky Mountain region of the United States. The Company’s assets
and operations are concentrated in rural, unincorporated Weld
County, Colorado, within the DJ Basin, focused on the Niobrara and
Codell formations. The Company’s common shares are listed for
trading on the NYSE under the symbol: “BCEI.” For more information
about the Company, please visit www.bonanzacrk.com. Please note
that the Company routinely posts important information about the
Company under the Investor Relations section of its website.
No Offer or Solicitation
This communication relates to proposed business
combination transactions between Bonanza Creek Energy, Inc.
(“BCEI”) and Extraction Oil & Gas, Inc. (“XOG”) (the “XOG
Merger”) and between BCEI, Crestone Peak Resources LP (“CPR”),
CPPIB Crestone Peak Resources America Inc. (“CPPIB”), Crestone Peak
Resources Management LP (“CPR Management LP,” and, together with
CPR and CPPIB, the “Group Companies”) and XOG (the “Crestone
Merger,” and together with the XOG Merger, the “Mergers”).
Communications in this document do not constitute an offer to sell
or the solicitation of an offer to subscribe for or buy any
securities or a solicitation of any vote or approval with respect
to the Mergers or otherwise, nor shall there be any sale, issuance
or transfer of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
Offers of securities with respect to the XOG Merger and offers of
securities to certain holders with respect to the Crestone Merger
shall be made only by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended (the “Securities Act”). BCEI intends to issue the merger
consideration in connection with the Crestone Merger to certain
holders in reliance on the exemptions from the registration
requirements under the Securities Act, pursuant to Section 4(a)(2)
thereof.
Important Additional
Information
In connection with the Mergers, BCEI and XOG
have filed materials with the Securities and Exchange Commission
(the “SEC”), including (1) a joint proxy statement in preliminary
and definitive form (the “Joint Proxy Statement”) and (2) a
Registration Statement on Form S-4, Registration No. 333-257882,
with respect to the XOG Merger (the “Registration Statement”), of
which the Joint Proxy Statement is a part. The Registration
Statement was declared effective by the SEC on September 28, 2021
and Bonanza Creek and Extraction have sent the definitive form of
the Joint Proxy Statement to the shareholders of Bonanza Creek and
the shareholders of Extraction. These documents are not substitutes
for the Joint Proxy Statement or Registration Statement or for any
other document that BCEI or XOG may file with the SEC and send to
BCEI’s shareholders or XOG’s shareholders in connection with the
Mergers. INVESTORS AND SECURITY HOLDERS OF BCEI AND XOG ARE URGED
TO CAREFULLY AND THOROUGHLY READ THE JOINT PROXY STATEMENT AND THE
REGISTRATION STATEMENT, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM
TIME TO TIME, AND OTHER RELEVANT DOCUMENTS FILED BY BCEI AND XOG
WITH THE SEC, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT BCEI, XOG, THE GROUP COMPANIES, THE
MERGERS, THE RISKS RELATED THERETO AND RELATED MATTERS.
Investors and security holders will be able to
obtain free copies of the Registration Statement and Joint Proxy
Statement, as each may be amended from time to time, and other
relevant documents filed by BCEI and XOG with the SEC (when they
become available) through the website maintained by the SEC at
www.sec.gov. Copies of documents filed with the SEC by BCEI will be
available free of charge from BCEI’s website at www.bonanzacrk.com
under the “Investor Relations” tab or by contacting BCEI’s Investor
Relations Department at (720) 225-6679 or slandreth@bonanzacrk.com.
Copies of documents filed with the SEC by XOG will be available
free of charge from XOG’s website at www.extractionog.com under the
“Investor Relations” tab or by contacting XOG’s Investor Relations
Department at (720) 974-7773 or ir@extractionog.com.
Participants in the
Solicitation
BCEI, XOG and their respective directors and
certain of their executive officers and other members of management
and employees may be deemed, under SEC rules, to be participants in
the solicitation of proxies from BCEI’s shareholders and XOG’s
shareholders in connection with the Mergers. Information regarding
the executive officers and directors of BCEI is included in its
definitive proxy statement for its 2021 annual meeting filed with
the SEC on April 28, 2021. Information regarding the executive
officers and directors of XOG is included in its amended annual
report on Form 10-K/A filed with the SEC on April 30, 2021.
Additional information regarding the persons who may be deemed
participants and their direct and indirect interests, by security
holdings or otherwise, will be set forth in the Registration
Statement, Joint Proxy Statement and other materials when they are
filed with the SEC in connection with the Mergers. BCEI filed an
initial Registration Statement and Joint Proxy Statement with the
SEC on July 14, 2021. Free copies of these documents may be
obtained as described in the paragraphs above.
Cautionary Statement Regarding
Forward-Looking Information
Certain statements in this document concerning
the Mergers, including any statements regarding the expected
timetable for completing the Mergers, the results, effects,
benefits and synergies of the Mergers, future opportunities for the
combined company, future financial performance and condition,
guidance and any other statements regarding BCEI’s, XOG’s or the
Group Companies’ future expectations, beliefs, plans, objectives,
financial conditions, assumptions or future events or performance
that are not historical facts are “forward-looking” statements
based on assumptions currently believed to be valid.
Forward-looking statements are all statements other than statements
of historical facts. The words “anticipate,” “believe,” “ensure,”
“expect,” “if,” “intend,” “estimate,” “probable,” “project,”
“forecasts,” “predict,” “outlook,” “aim,” “will,” “could,”
“should,” “would,” “potential,” “may,” “might,” “anticipate,”
“likely,” “plan,” “positioned,” “strategy,” and similar expressions
or other words of similar meaning, and the negatives thereof, are
intended to identify forward-looking statements. Specific
forward-looking statements include statements regarding BCEI, XOG
and the Group Companies’ plans and expectations with respect to the
Mergers and the anticipated impact of the Mergers on the combined
company’s results of operations, financial position, growth
opportunities and competitive position. The forward-looking
statements are intended to be subject to the safe harbor provided
by Section 27A of the Securities Act of 1933, Section 21E of the
Securities Exchange Act of 1934 and the Private Securities
Litigation Reform Act of 1995.
These forward-looking statements involve
significant risks and uncertainties that could cause actual results
to differ materially from those anticipated, including, but not
limited to, the possibility that shareholders of BCEI may not
approve the issuance of new shares of BCEI common stock in the
Mergers or that shareholders of XOG may not approve the XOG Merger
Agreement; the risk that a condition to closing of the Mergers may
not be satisfied, that either party may terminate the XOG Merger
Agreement or the Crestone Peak Merger Agreement or that the closing
of the Mergers might be delayed or not occur at all; potential
adverse reactions or changes to business or employee relationships,
including those resulting from the announcement or completion of
the Mergers; the diversion of management time on Merger-related
issues; the ultimate timing, outcome and results of integrating the
operations of BCEI, XOG and the Group Companies; the effects of the
business combination of BCEI, XOG and the Group Companies,
including the combined company’s future financial condition,
results of operations, strategy and plans; the ability of the
combined company to realize anticipated synergies in the timeframe
expected or at all; changes in capital markets and the ability of
the combined company to finance operations in the manner expected;
regulatory approval of the Mergers; the effects of commodity
prices; the risks of oil and gas activities; and the fact that
operating costs and business disruption may be greater than
expected following the public announcement or consummation of the
Mergers. Expectations regarding business outlook, including changes
in revenue, pricing, capital expenditures, cash flow generation,
strategies for our operations, oil and natural gas market
conditions, legal, economic and regulatory conditions, and
environmental matters are only forecasts regarding these
matters.
Additional factors that could cause results to
differ materially from those described above can be found in BCEI’s
Annual Report on Form 10-K for the year ended December 31, 2020, in
its subsequently filed Quarterly Reports on Form 10-Q, and the
Joint Proxy Statement, each of which is on file with the SEC and
available from BCEI’s website at www.bonanzacrk.com under the
“Investor Relations” tab, and in other documents BCEI files with
the SEC.
All forward-looking statements speak only as of
the date they are made and are based on information available at
that time. BCEI assumes any obligation to update forward-looking
statements to reflect circumstances or events that occur after the
date the forward-looking statements were made or to reflect the
occurrence of unanticipated events except as required by federal
securities laws. As forward-looking statements involve significant
risks and uncertainties, caution should be exercised against
placing undue reliance on such statements.
For further information, please contact:Scott
LandrethSenior Director, Finance & Investor Relations and
Treasurer720-225-6679slandreth@bonanzacrk.com
Schedule 1: Condensed Consolidated Statements of Operations and
Comprehensive Income(in thousands, expect for per share amounts,
unaudited)
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
2021 |
|
2020 |
|
2021 |
|
2020 |
Operating net revenues: |
|
|
|
|
|
|
|
Oil and gas sales |
$ |
189,963 |
|
|
$ |
58,858 |
|
|
$ |
420,157 |
|
|
$ |
155,455 |
|
Operating expenses: |
|
|
|
|
|
|
|
Lease operating expense |
11,560 |
|
|
5,393 |
|
|
28,649 |
|
|
16,887 |
|
Midstream operating expense |
3,163 |
|
|
3,970 |
|
|
11,314 |
|
|
11,338 |
|
Gathering, transportation, and processing |
14,105 |
|
|
4,778 |
|
|
32,793 |
|
|
11,970 |
|
Severance and ad valorem taxes |
9,205 |
|
|
(7,063 |
) |
|
23,622 |
|
|
1,588 |
|
Exploration |
1,513 |
|
|
66 |
|
|
5,156 |
|
|
551 |
|
Depreciation, depletion, and amortization |
35,604 |
|
|
23,439 |
|
|
89,433 |
|
|
67,306 |
|
Abandonment and impairment of unproved properties |
— |
|
|
223 |
|
|
2,215 |
|
|
30,589 |
|
Unused commitments |
3,364 |
|
|
— |
|
|
7,692 |
|
|
— |
|
Bad debt expense |
279 |
|
|
102 |
|
|
279 |
|
|
678 |
|
Merger transaction costs |
5,580 |
|
|
888 |
|
|
27,121 |
|
|
909 |
|
General and administrative expense (including $2,289, $1,723,
$6,096, and $4,436 respectively, of stock-based compensation) |
11,724 |
|
|
8,031 |
|
|
33,119 |
|
|
25,845 |
|
Total operating expenses |
96,097 |
|
|
39,827 |
|
|
261,393 |
|
|
167,661 |
|
Other income (expense): |
|
|
|
|
|
|
|
Derivative gain (loss) |
(36,224 |
) |
|
(10,670 |
) |
|
(133,613 |
) |
|
64,603 |
|
Interest expense, net |
(3,025 |
) |
|
(356 |
) |
|
(6,685 |
) |
|
(1,557 |
) |
Gain (loss) on property transactions, net |
951 |
|
|
— |
|
|
951 |
|
|
(1,398 |
) |
Other income (expense) |
687 |
|
|
(65 |
) |
|
964 |
|
|
(1,853 |
) |
Total other income (expense) |
(37,611 |
) |
|
(11,091 |
) |
|
(138,383 |
) |
|
59,795 |
|
Income from operations before
taxes |
56,255 |
|
|
7,940 |
|
|
20,381 |
|
|
47,589 |
|
Income tax expense |
(15,596 |
) |
|
(4,689 |
) |
|
(5,160 |
) |
|
(4,689 |
) |
Net income |
$ |
40,659 |
|
|
$ |
3,251 |
|
|
$ |
15,221 |
|
|
$ |
42,900 |
|
|
|
|
|
|
|
|
|
Comprehensive income |
$ |
40,659 |
|
|
$ |
3,251 |
|
|
$ |
15,221 |
|
|
$ |
42,900 |
|
|
|
|
|
|
|
|
|
Net income per common
share: |
|
|
|
|
|
|
|
Basic |
$ |
1.32 |
|
|
$ |
0.16 |
|
|
$ |
0.55 |
|
|
$ |
2.07 |
|
Diluted |
$ |
1.31 |
|
|
$ |
0.16 |
|
|
$ |
0.55 |
|
|
$ |
2.06 |
|
Weighted-average common shares
outstanding: |
|
|
|
|
|
|
|
Basic |
30,849 |
|
|
20,832 |
|
|
27,485 |
|
|
20,753 |
|
Diluted |
31,138 |
|
|
20,903 |
|
|
27,839 |
|
|
20,826 |
|
Schedule 2: Condensed Consolidated Statements of Cash Flows(in
thousands, unaudited)
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
2021 |
|
2020 |
|
2021 |
|
2020 |
Cash flows from operating
activities: |
|
|
|
|
|
|
|
Net income |
$ |
40,659 |
|
|
$ |
3,251 |
|
|
$ |
15,221 |
|
|
$ |
42,900 |
|
Adjustments to reconcile net income to net cash provided by
operating activities: |
|
|
|
|
|
|
|
Depreciation, depletion, and amortization |
35,604 |
|
|
23,439 |
|
|
89,433 |
|
|
67,306 |
|
Deferred income tax expense |
15,596 |
|
|
4,689 |
|
|
5,368 |
|
|
4,689 |
|
Abandonment and impairment of unproved properties |
— |
|
|
223 |
|
|
2,215 |
|
|
30,589 |
|
Stock-based compensation |
2,289 |
|
|
1,723 |
|
|
6,096 |
|
|
4,436 |
|
Non-cash lease component |
49 |
|
|
(65 |
) |
|
14 |
|
|
(168 |
) |
Amortization of deferred financing costs |
437 |
|
|
92 |
|
|
963 |
|
|
772 |
|
Derivative (gain) loss |
36,224 |
|
|
10,670 |
|
|
133,613 |
|
|
(64,603 |
) |
Derivative cash settlement gain (loss) |
(26,546 |
) |
|
8,627 |
|
|
(50,536 |
) |
|
42,494 |
|
(Gain) loss on property transactions, net |
(951 |
) |
|
— |
|
|
(951 |
) |
|
1,398 |
|
Other |
— |
|
|
1,550 |
|
|
— |
|
|
(1,166 |
) |
Changes in current assets and liabilities: |
|
|
|
|
|
|
|
Accounts receivable, net |
(2,364 |
) |
|
(259 |
) |
|
(17,050 |
) |
|
24,262 |
|
Prepaid expenses and other assets |
(256 |
) |
|
552 |
|
|
2,244 |
|
|
3,364 |
|
Accounts payable and accrued liabilities |
12,932 |
|
|
(9,735 |
) |
|
9,504 |
|
|
(41,692 |
) |
Settlement of asset retirement obligations |
(989 |
) |
|
(1,542 |
) |
|
(3,891 |
) |
|
(3,137 |
) |
Net cash provided by operating activities |
112,684 |
|
|
43,215 |
|
|
192,243 |
|
|
111,444 |
|
Cash flows from investing
activities: |
|
|
|
|
|
|
|
Acquisition of oil and gas properties |
(71 |
) |
|
(304 |
) |
|
(620 |
) |
|
(853 |
) |
Cash acquired |
— |
|
|
— |
|
|
49,827 |
|
|
— |
|
Exploration and development of oil and gas properties |
(46,938 |
) |
|
(5,162 |
) |
|
(104,207 |
) |
|
(56,216 |
) |
Additions to other property and equipment |
(34 |
) |
|
(24 |
) |
|
(72 |
) |
|
(440 |
) |
Proceeds from note receivable |
204 |
|
|
— |
|
|
204 |
|
|
— |
|
Net cash used in investing activities |
(46,839 |
) |
|
(5,490 |
) |
|
(54,868 |
) |
|
(57,509 |
) |
Cash flows from financing
activities: |
|
|
|
|
|
|
|
Proceeds from credit facility |
— |
|
|
15,000 |
|
|
155,000 |
|
|
45,000 |
|
Payments to credit facility |
(39,000 |
) |
|
(53,000 |
) |
|
(249,000 |
) |
|
(105,000 |
) |
Proceeds from exercise of stock options |
307 |
|
|
— |
|
|
716 |
|
|
— |
|
Payment of employee tax withholdings in exchange for the return of
common stock |
(74 |
) |
|
(60 |
) |
|
(2,890 |
) |
|
(1,074 |
) |
Dividends paid |
(10,809 |
) |
|
— |
|
|
(21,598 |
) |
|
— |
|
Deferred financing costs |
(262 |
) |
|
— |
|
|
(3,915 |
) |
|
(13 |
) |
Principal payments on finance lease obligations |
— |
|
|
(31 |
) |
|
(21 |
) |
|
(71 |
) |
Net cash used in financing activities |
(49,838 |
) |
|
(38,091 |
) |
|
(121,708 |
) |
|
(61,158 |
) |
Net change in cash, cash
equivalents, and restricted cash |
16,007 |
|
|
(366 |
) |
|
15,667 |
|
|
(7,223 |
) |
Cash, cash equivalents, and
restricted cash: |
|
|
|
|
|
|
|
Beginning of period |
24,505 |
|
|
4,238 |
|
|
24,845 |
|
|
11,095 |
|
End of period |
$ |
40,512 |
|
|
$ |
3,872 |
|
|
$ |
40,512 |
|
|
$ |
3,872 |
|
Schedule 3: Condensed Consolidated Balance Sheets(in thousands,
unaudited)
|
September 30, 2021 |
|
December 31, 2020 |
ASSETS |
|
|
|
Current assets: |
|
|
|
Cash and cash equivalents |
$ |
40,410 |
|
|
$ |
24,743 |
|
Accounts receivable, net: |
|
|
|
Oil and gas sales |
86,414 |
|
|
32,673 |
|
Joint interest and other |
14,512 |
|
|
14,748 |
|
Prepaid expenses and other |
6,421 |
|
|
3,574 |
|
Inventory of oilfield equipment |
12,161 |
|
|
9,185 |
|
Derivative assets |
— |
|
|
7,482 |
|
Total current assets |
159,918 |
|
|
92,405 |
|
Property and equipment
(successful efforts method): |
|
|
|
Proved properties |
1,707,481 |
|
|
1,056,773 |
|
Less: accumulated depreciation, depletion, and amortization |
(299,028 |
) |
|
(211,432 |
) |
Total proved properties, net |
1,408,453 |
|
|
845,341 |
|
Unproved properties |
96,419 |
|
|
98,122 |
|
Wells in progress |
68,013 |
|
|
50,609 |
|
Other property and equipment, net of accumulated depreciation of
$4,256 in 2021 and $3,737 in 2020 |
5,562 |
|
|
3,239 |
|
Total property and equipment, net |
1,578,447 |
|
|
997,311 |
|
Right-of-use assets |
28,046 |
|
|
29,705 |
|
Deferred income tax
assets |
165,666 |
|
|
60,520 |
|
Other noncurrent assets |
5,007 |
|
|
2,871 |
|
Total assets |
$ |
1,937,084 |
|
|
$ |
1,182,812 |
|
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
Current liabilities: |
|
|
|
Accounts payable and accrued expenses |
$ |
95,051 |
|
|
$ |
37,425 |
|
Oil and gas revenue distribution payable |
62,644 |
|
|
18,613 |
|
Lease liability |
11,624 |
|
|
12,044 |
|
Derivative liability |
92,784 |
|
|
6,402 |
|
Total current liabilities |
262,103 |
|
|
74,484 |
|
Long-term liabilities: |
|
|
|
Senior notes |
100,000 |
|
|
— |
|
Credit facility |
60,000 |
|
|
— |
|
Lease liability |
16,733 |
|
|
17,978 |
|
Ad valorem taxes and other |
21,192 |
|
|
15,069 |
|
Derivative liability |
9,044 |
|
|
1,330 |
|
Asset retirement obligations for oil and gas properties |
50,762 |
|
|
28,699 |
|
Total liabilities |
519,834 |
|
|
137,560 |
|
Commitments and
contingencies |
|
|
|
Stockholders’ equity: |
|
|
|
Preferred stock, $0.01 par value, 25,000,000 shares authorized,
none outstanding |
— |
|
|
— |
|
Common stock, $0.01 par value, 225,000,000 shares authorized,
30,858,813 and 20,839,227 issued and outstanding as of
September 30, 2021 and December 31, 2020,
respectively |
4,378 |
|
|
4,282 |
|
Additional paid-in capital |
1,085,968 |
|
|
707,209 |
|
Retained earnings |
326,904 |
|
|
333,761 |
|
Total stockholders’ equity |
1,417,250 |
|
|
1,045,252 |
|
Total liabilities and
stockholders’ equity |
$ |
1,937,084 |
|
|
$ |
1,182,812 |
|
Schedule 4: Per Unit Cash Cost Margins(unaudited)
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
2021 |
|
2020 |
|
Percent Change |
|
2021 |
|
2020 |
|
Percent Change |
Crude Oil Equivalent
Sales Volumes (MBoe) |
4,025 |
|
|
|
2,414 |
|
|
|
67 |
|
% |
|
9,752 |
|
|
|
6,936 |
|
|
|
41 |
|
% |
|
|
|
|
|
|
|
|
|
|
|
|
Realized pricing (before
derivatives)(1) |
$ |
46.80 |
|
|
|
$ |
23.81 |
|
|
|
97 |
|
% |
|
$ |
42.74 |
|
|
|
$ |
21.81 |
|
|
|
96 |
|
% |
|
|
|
|
|
|
|
|
|
|
|
|
Per Unit Costs
($/Boe) |
|
|
|
|
|
|
|
|
|
|
|
Lease operating expense |
2.87 |
|
|
|
2.23 |
|
|
|
29 |
|
% |
|
2.94 |
|
|
|
2.43 |
|
|
|
21 |
|
% |
RMI net effective cost (1) |
0.38 |
|
|
|
1.07 |
|
|
|
(64 |
) |
% |
|
0.82 |
|
|
|
1.04 |
|
|
|
(21 |
) |
% |
Gathering, transportation, and processing |
3.50 |
|
|
|
1.98 |
|
|
|
77 |
|
% |
|
3.36 |
|
|
|
1.73 |
|
|
|
94 |
|
% |
Recurring severance and ad valorem taxes (2) |
2.29 |
|
|
|
2.29 |
|
|
|
— |
|
% |
|
2.42 |
|
|
|
2.04 |
|
|
|
19 |
|
% |
Recurring cash general and administrative (3) |
2.31 |
|
|
|
2.56 |
|
|
|
(10 |
) |
% |
|
2.62 |
|
|
|
2.89 |
|
|
|
(9 |
) |
% |
Interest, net |
0.75 |
|
|
|
0.15 |
|
|
|
400 |
|
% |
|
0.69 |
|
|
|
0.22 |
|
|
|
214 |
|
% |
Total cash costs |
$ |
12.10 |
|
|
|
$ |
10.28 |
|
|
|
18 |
|
% |
|
$ |
12.85 |
|
|
|
$ |
10.35 |
|
|
|
24 |
|
% |
Cash cost margin (before derivatives) |
$ |
34.70 |
|
|
|
$ |
13.53 |
|
|
|
156 |
|
% |
|
$ |
29.89 |
|
|
|
$ |
11.46 |
|
|
|
161 |
|
% |
Derivative cash settlements |
(6.60 |
) |
|
|
3.57 |
|
|
|
(285 |
) |
% |
|
(5.18 |
) |
|
|
6.13 |
|
|
|
(185 |
) |
% |
Cash cost margin (after derivatives) |
$ |
28.10 |
|
|
|
$ |
17.10 |
|
|
|
64 |
|
% |
|
$ |
24.71 |
|
|
|
$ |
17.59 |
|
|
|
40 |
|
% |
|
|
|
|
|
|
|
|
|
|
|
|
Non-cash and
non-recurring items |
|
|
|
|
|
|
|
|
|
|
|
Depreciation, depletion, and amortization |
$ |
8.85 |
|
|
|
$ |
9.71 |
|
|
|
(9 |
) |
% |
|
$ |
9.17 |
|
|
|
$ |
9.70 |
|
|
|
(5 |
) |
% |
Non-cash and non-recurring general and administrative |
$ |
0.61 |
|
|
|
$ |
0.77 |
|
|
|
(21 |
) |
% |
|
$ |
0.77 |
|
|
|
$ |
0.83 |
|
|
|
(7 |
) |
% |
(1) Crude oil and natural gas sales excludes $1.6 million, $1.4
million, $3.3 million, $4.2 million of oil transportation and gas
gathering revenues from third parties, which do not have associated
sales volumes for the three months ended September 30, 2021 and
2020, and the nine months ended September 30, 2021 and 2020,
respectively. Alternatively, the aforementioned oil transportation
and gas gathering revenues from third parties have been netted
against the midstream operating expense to arrive at the RMI net
effective cost. See Schedule 7 for a reconciliation from GAAP
midstream operating expense to RMI net effective cost.(2) Recurring
severance and ad valorem taxes exclude one-time tax adjustments
based on current mill levies, taxing districts, and company and
industry results.(3) Recurring cash general and administrative
expense excludes stock-based compensation, cash severance costs,
and other non-recurring costs. Please see Schedule 6 for a
reconciliation from GAAP G&A to recurring cash G&A.
Schedule 5: Adjusted Net Income (in thousands, except per share
amounts, unaudited)
Adjusted net income is a supplemental non-GAAP financial measure
that is used by management to present a more comparable, recurring
profitability between periods. The Company defines adjusted net
income as net income after adjusting for (1) the impact of certain
non-cash items and one-time transactions and correspondingly (2)
the related tax effect in each period. Adjusted net income is not a
measure of net income as determined by GAAP.
The following table presents a reconciliation of the GAAP
financial measure of net income to the non-GAAP financial measure
of adjusted net income.
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
2021 |
|
2020 |
|
2021 |
|
2020 |
Net income |
$ |
40,659 |
|
|
$ |
3,251 |
|
|
$ |
15,221 |
|
|
$ |
42,900 |
|
Adjustments to net
income: |
|
|
|
|
|
|
|
Abandonment and impairment of unproved properties |
— |
|
|
223 |
|
|
2,215 |
|
|
30,589 |
|
Unused commitments |
3,364 |
|
|
— |
|
|
7,692 |
|
|
— |
|
Stock-based compensation(1) |
2,289 |
|
|
1,723 |
|
|
6,096 |
|
|
4,436 |
|
Non-recurring general and administrative expense (1) |
150 |
|
|
140 |
|
|
1,444 |
|
|
1,337 |
|
Merger transaction costs |
5,580 |
|
|
888 |
|
|
27,121 |
|
|
909 |
|
(Gain) loss on property transactions, net |
(951 |
) |
|
— |
|
|
(951 |
) |
|
1,398 |
|
Severance and ad valorem taxes adjustment(2) |
— |
|
|
(12,586 |
) |
|
— |
|
|
(12,586 |
) |
Derivative (gain) loss |
36,224 |
|
|
10,670 |
|
|
133,613 |
|
|
(64,603 |
) |
Derivative cash settlements gain (loss) |
(26,546 |
) |
|
8,627 |
|
|
(50,536 |
) |
|
42,494 |
|
Non-cash lease component |
49 |
|
|
(65 |
) |
|
14 |
|
|
(168 |
) |
Well abandonment and exploratory dry hole expense |
— |
|
|
— |
|
|
— |
|
|
(8 |
) |
Total adjustments before
taxes |
20,159 |
|
|
9,620 |
|
|
126,708 |
|
|
3,798 |
|
Tax effect of adjustments(3) |
(4,959 |
) |
|
(2,367 |
) |
|
(31,170 |
) |
|
(934 |
) |
Total adjustments after
taxes |
15,200 |
|
|
7,253 |
|
|
$ |
95,538 |
|
|
$ |
2,864 |
|
|
|
|
|
|
|
|
|
Adjusted net income |
$ |
55,859 |
|
|
$ |
10,504 |
|
|
$ |
110,759 |
|
|
$ |
45,764 |
|
|
|
|
|
|
|
|
|
Adjusted net income per
diluted share |
$ |
1.79 |
|
|
$ |
0.50 |
|
|
$ |
3.98 |
|
|
$ |
2.20 |
|
|
|
|
|
|
|
|
|
Diluted weighted-average
common shares outstanding |
31,138 |
|
|
20,903 |
|
|
27,839 |
|
|
20,826 |
|
|
|
|
|
|
|
|
|
(1) Included as a
portion of general and administrative expense in the condensed
consolidated statements of operations and comprehensive
income. |
(2) Included as a
portion of severance and ad valorem taxes in the condensed
consolidated statements of operations and comprehensive income |
(3) Estimated
using the federal and state effective tax rate of 24.6%. |
Schedule 6: Recurring Cash G&A(in thousands, unaudited)
Recurring cash G&A is a supplemental non-GAAP financial
measure that is used by management to provide only the cash portion
of its G&A expense, which can be used to evaluate cost
management and operating efficiency on a comparable basis from
period to period. Management believes recurring cash G&A
provides external users of the Company’s consolidated financial
statements such as industry analysts, investors, lenders, and
rating agencies with additional information to assist in their
analysis of the Company. The Company defines recurring cash G&A
as GAAP general and administrative expense exclusive of the
Company's stock-based compensation and one-time charges. The
Company refers to recurring cash G&A to provide typical
recurring cash G&A costs that are planned for in a given
period. Recurring cash G&A is not a fully inclusive measure of
general and administrative expense as determined by GAAP.
The following table presents a reconciliation of the GAAP
financial measure of general and administrative expense to the
non-GAAP financial measure of recurring cash G&A.
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
|
2021 |
|
2020 |
|
2021 |
|
2020 |
General and administrative expense |
|
$ |
11,724 |
|
|
$ |
8,031 |
|
|
$ |
33,119 |
|
|
$ |
25,845 |
|
Stock-based compensation |
|
(2,289 |
) |
|
(1,723 |
) |
|
(6,096 |
) |
|
(4,436 |
) |
Non-recurring general and
administrative expense |
|
(150 |
) |
|
(140 |
) |
|
(1,444 |
) |
|
(1,337 |
) |
Recurring cash G&A |
|
$ |
9,285 |
|
|
$ |
6,168 |
|
|
$ |
25,579 |
|
|
$ |
20,072 |
|
Schedule 7: Rocky Mountain Infrastructure (“RMI”) Net Effective
Cost(in thousands, unaudited)
RMI net effective cost is a supplemental non-GAAP financial
measure that is used by management to assess only the net cash
impact the Company’s wholly owned subsidiary, Rocky Mountain
Infrastructure, LLC, has on the Company’s consolidated financials.
Management believes the net effective cost provides external users
of the Company’s consolidated financial statements, such as
industry analysts, investors, lenders, and rating agencies, with
additional information to assist in their analysis of the Company.
The Company defines the RMI net effective cost as GAAP midstream
operating expense less revenue generated from working interest
partners utilizing the RMI assets.
The following table presents a reconciliation of the GAAP
financial measures of midstream operating expense and RMI working
interest partner revenue to the non-GAAP financial measure of RMI
net effective cost.
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
|
2021 |
|
2020 |
|
2021 |
|
2020 |
Midstream operating expense |
|
$ |
3,163 |
|
|
$ |
3,970 |
|
|
$ |
11,314 |
|
|
$ |
11,338 |
|
RMI working interest partner
revenue |
|
(1,635 |
) |
|
(1,381 |
) |
|
(3,302 |
) |
|
(4,151 |
) |
RMI net effective cost |
|
$ |
1,528 |
|
|
$ |
2,589 |
|
|
$ |
8,012 |
|
|
$ |
7,187 |
|
Schedule 8: Adjusted EBITDAX(in thousands, unaudited)
Adjusted EBITDAX is a supplemental non-GAAP financial measure
that is used by management to provide a metric of the Company's
ability to internally generate funds for exploration and
development of oil and gas properties. The metric excludes items
which are non-recurring in nature. Management believes adjusted
EBITDAX provides external users of the Company’s consolidated
financial statements such as industry analysts, investors, lenders,
and rating agencies with additional information to assist in their
analysis of the Company. The Company defines Adjusted EBITDAX as
earnings before interest, income taxes, depreciation, depletion,
and amortization, impairment, exploration expenses and other
similar non-cash and non-recurring charges. Adjusted EBITDAX is not
a measure of net income (loss) or cash flows as determined by
GAAP.
The following table presents a reconciliation of the GAAP
financial measure of net income (loss) to the non-GAAP financial
measure of Adjusted EBITDAX.
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
|
2021 |
|
2020 |
|
2021 |
|
2020 |
Net income |
|
$ |
40,659 |
|
|
$ |
3,251 |
|
|
$ |
15,221 |
|
|
$ |
42,900 |
|
Exploration |
|
1,513 |
|
|
66 |
|
|
5,156 |
|
|
551 |
|
Depreciation, depletion, and amortization |
|
35,604 |
|
|
23,439 |
|
|
89,433 |
|
|
67,306 |
|
Abandonment and impairment of unproved properties |
|
— |
|
|
223 |
|
|
2,215 |
|
|
30,589 |
|
Unused commitments |
|
3,364 |
|
|
— |
|
|
7,692 |
|
|
— |
|
Stock-based compensation (1) |
|
2,289 |
|
|
1,723 |
|
|
6,096 |
|
|
4,436 |
|
Non-recurring general and administrative expense (1) |
|
150 |
|
|
140 |
|
|
1,444 |
|
|
1,337 |
|
Merger transaction costs |
|
5,580 |
|
|
888 |
|
|
27,121 |
|
|
909 |
|
(Gain) loss on property transactions, net |
|
(951 |
) |
|
— |
|
|
(951 |
) |
|
1,398 |
|
Interest expense, net |
|
3,025 |
|
|
356 |
|
|
6,685 |
|
|
1,557 |
|
Severance and ad valorem taxes adjustment (2) |
|
— |
|
|
(12,586 |
) |
|
— |
|
|
(12,586 |
) |
Derivative (gain) loss |
|
36,224 |
|
|
10,670 |
|
|
133,613 |
|
|
(64,603 |
) |
Derivative cash settlements gain (loss) |
|
(26,546 |
) |
|
8,627 |
|
|
(50,536 |
) |
|
42,494 |
|
Income tax expense |
|
15,596 |
|
|
4,689 |
|
|
5,160 |
|
|
4,689 |
|
Adjusted EBITDAX |
|
$ |
116,507 |
|
|
$ |
41,486 |
|
|
$ |
248,349 |
|
|
$ |
120,977 |
|
|
|
|
|
|
|
|
|
|
(1) Included as a
portion of general and administrative expense in the condensed
consolidated statements of operations and comprehensive
income. |
(2) Included as a
portion of severance and ad valorem taxes in the condensed
consolidated statements of operations and comprehensive
income. |
Schedule 9: Civitas Resources, Inc Companies - Adjusted
EBITDAX(in thousands, unaudited)
Adjusted EBITDAX is not a measure of net income (loss) as
determined by GAAP. Adjusted EBITDAX is a supplemental non-GAAP
financial measure that is used by management and external users of
these financial statements, such as industry analysts, investors,
lenders and rating agencies. These companies define Adjusted
EBITDAX as net income (loss) adjusted for certain cash and non-cash
items shown in the table below, which presents a reconciliation of
Adjusted EBITDAX to the GAAP financial measure of net income (loss)
for each of the periods indicated (in thousands).
The following table presents a reconciliation of the GAAP
financial measure of net income to the non-GAAP financial measure
of Adjusted EBITDAX for Extraction (that when merged with Bonanza
Creek will constitute Civitas Resources, Inc). See Schedule 8 for
the related Bonanza Creek reconciliation.
|
Three Months Ended September 30, 2021 |
|
Extraction |
Net income |
$ |
67,053 |
|
Add back: |
|
Depreciation, depletion, amortization and accretion |
46,930 |
|
Impairment of long-lived assets |
216 |
|
Other operating expenses |
3,072 |
|
Exploration and abandonment expenses |
7,527 |
|
Loss on commodity derivatives |
51,481 |
|
Settlements on commodity derivative instruments |
(33,221 |
) |
Stock-based compensation expense |
2,772 |
|
Amortization of debt issuance costs |
459 |
|
Interest expense |
1,027 |
|
Income tax expense |
13,500 |
|
Adjusted EBITDAX |
$ |
160,816 |
|
The following table presents a reconciliation of the GAAP
financial measure of net loss to the non-GAAP financial measure of
Adjusted EBITDAX for Crestone Peak (that when merged with Bonanza
Creek and Extraction will constitute Civitas Resources, Inc). See
Schedule 8 for the related Bonanza Creek reconciliation.
|
Three Months Ended September 30, 2021 |
|
Crestone Peak |
Net loss (1) |
$ |
(34,489 |
) |
Depreciation, depletion, and amortization |
42,701 |
|
Loss on property transactions, net |
71 |
|
Interest expense, net (1) |
3,423 |
|
Derivative (gain) loss |
103,730 |
|
Derivative cash settlements gain (loss) |
(48,841 |
) |
Other |
988 |
|
Income tax expense |
— |
|
Adjusted EBITDAX |
$ |
67,583 |
|
|
|
(1) Excludes
interest on related party notes which will be eliminated upon, or
before, the closing of the Crestone Peak Merger. |
Schedule 10: Civitas Resources, Inc Companies - Net Debt(in
thousands, unaudited)
Net Debt is a supplemental non-GAAP financial measure that is
used by management and external users of the Company's consolidated
financial statements, such as industry analysts, investors, lenders
and rating agencies. The Company defines net debt as GAAP long-term
debt less GAAP cash and cash equivalents. We believe Net Debt is an
important element for assessing the Company's liquidity.
The following table presents a reconciliation of GAAP financial
measure of long-term debt to the non-GAAP financial measure of Net
Debt.
|
|
September 30, 2021 |
|
|
Bonanza Creek |
|
Extraction |
|
Crestone Peak |
Senior notes |
|
$ |
100,000 |
|
|
$ |
— |
|
|
$ |
— |
|
Credit facility |
|
60,000 |
|
|
— |
|
|
214,000 |
|
Related party notes (1) |
|
— |
|
|
— |
|
|
— |
|
Cash and cash equivalents |
|
(40,410 |
) |
|
(95,233 |
) |
|
(12,552 |
) |
Net debt |
|
$ |
119,590 |
|
|
$ |
(95,233 |
) |
|
$ |
201,448 |
|
|
|
|
|
|
|
|
(1) Excludes
$760.5 million of Crestone Peak related party notes that will be
eliminated upon, or before, the closing of the Crestone Peak
Merger. |
Schedule 11: Civitas Resources, Inc Companies - Net Working
Capital(in thousands, unaudited)
The following table presents a reconciliation of Net Working
Capital to the GAAP financial measure of current assets and current
liabilities.
|
|
September 30, 2021 |
|
|
Bonanza Creek |
|
Extraction |
|
Crestone Peak |
Current assets |
|
$ |
159,918 |
|
|
$ |
228,950 |
|
|
$ |
108,999 |
|
Less: |
|
|
|
|
|
|
Cash and cash equivalents |
|
40,410 |
|
|
95,233 |
|
|
12,552 |
|
Derivative assets |
|
— |
|
|
— |
|
|
— |
|
Adjusted current assets |
|
$ |
119,508 |
|
|
$ |
133,717 |
|
|
$ |
96,447 |
|
|
|
|
|
|
|
|
Current liabilities |
|
$ |
262,103 |
|
|
$ |
414,048 |
|
|
$ |
429,087 |
|
Less: |
|
|
|
|
|
|
Derivative liabilities |
|
92,784 |
|
|
93,704 |
|
|
190,100 |
|
Adjusted current
liabilities |
|
$ |
169,319 |
|
|
$ |
320,344 |
|
|
$ |
238,987 |
|
|
|
|
|
|
|
|
Net working capital |
|
$ |
(49,811 |
) |
|
$ |
(186,627 |
) |
|
$ |
(142,540 |
) |
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