Item 1. Financial Statements
Item 1. Financial Statements
CENTENNIAL RESOURCE DEVELOPMENT, INC.
CONSOLIDATED BALANCE SHEETS (unaudited)
(in thousands, except share and per share amounts)
June 30, 2022 December 31, 2021
ASSETS
Current assets
Cash and cash equivalents
$ 201,092 $ 9,380
Accounts receivable, net
141,598 71,295
Prepaid and other current assets
7,189 5,860
Total current assets
349,879 86,535
Property and Equipment
Oil and natural gas properties, successful efforts method
Unproved properties
984,264 1,040,386
Proved properties
4,929,108 4,623,726
Accumulated depreciation, depletion and amortization
( 2,140,982 ) ( 1,989,489 )
Total oil and natural gas properties, net
3,772,390 3,674,623
Other property and equipment, net 13,167 11,197
Total property and equipment, net
3,785,557 3,685,820
Noncurrent assets
Operating lease right-of-use assets
54,934 16,385
Other noncurrent assets
33,660 15,854
TOTAL ASSETS
$ 4,224,030 $ 3,804,594
LIABILITIES AND EQUITY
Current liabilities
Accounts payable and accrued expenses
$ 208,222 $ 130,256
Operating lease liabilities 21,124 1,413
Derivative instruments 83,541 35,150
Other current liabilities
3,214 1,080
Total current liabilities
316,101 167,899
Noncurrent liabilities
Long-term debt, net
801,849 825,565
Asset retirement obligations
18,151 17,240
Deferred income taxes
50,293 2,589
Operating lease liabilities 35,724 16,002
Other noncurrent liabilities
32,344 24,579
Total liabilities
1,254,462 1,053,874
Commitments and contingencies (Note 12)
Shareholders’ equity
Common stock, $ 0.0001 par value, 620,000,000 shares authorized; 297,060,327 shares issued and 284,992,650 shares outstanding at June 30, 2022 and 294,260,623 shares issued and 284,696,972 shares outstanding at December 31, 2021
30 29
Additional paid-in capital 3,024,236 3,013,017
Retained earnings (accumulated deficit) ( 54,698 ) ( 262,326 )
Total Shareholders' equity 2,969,568 2,750,720
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 4,224,030 $ 3,804,594
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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CENTENNIAL RESOURCE DEVELOPMENT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
(in thousands, except per share data)
Three Months Ended June 30, Six Months Ended June 30,
2022 2021 2022 2021
Operating revenues
Oil and gas sales $ 472,654 $ 232,577 $ 819,931 $ 424,968
Operating expenses
Lease operating expenses 28,900 22,976 57,634 48,837
Severance and ad valorem taxes 34,695 15,784 59,746 28,367
Gathering, processing and transportation expenses 25,756 19,494 47,647 40,119
Depreciation, depletion and amortization 82,117 73,429 153,126 137,212
General and administrative expenses 9,947 28,807 40,550 54,063
Merger and integration expense 5,685 — 5,685 —
Impairment and abandonment expense 506 9,199 3,133 18,399
Exploration and other expenses 1,954 1,764 4,261 2,859
Total operating expenses 189,560 171,453 371,782 329,856
Net gain (loss) on sale of long-lived assets ( 1,406 ) ( 8 ) ( 1,324 ) 36
Proceeds from terminated sale of assets — 5,983 — 5,983
Income (loss) from operations 281,688 67,099 446,825 101,131
Other income (expense)
Interest expense ( 14,326 ) ( 15,182 ) ( 27,480 ) ( 32,667 )
Gain (loss) on extinguishment of debt — ( 22,156 ) — ( 22,156 )
Net gain (loss) on derivative instruments ( 34,134 ) ( 54,959 ) ( 163,657 ) ( 106,158 )
Other income (expense) 85 143 203 150
Total other income (expense)
( 48,375 ) ( 92,154 ) ( 190,934 ) ( 160,831 )
Income (loss) before income taxes 233,313 ( 25,055 ) 255,891 ( 59,700 )
Income tax (expense) benefit ( 41,487 ) — ( 48,263 ) —
Net income (loss) $ 191,826 $ ( 25,055 ) $ 207,628 $ ( 59,700 )
Income (loss) per share of Common Stock:
Basic $ 0.67 $ ( 0.09 ) $ 0.73 $ ( 0.21 )
Diluted $ 0.60 $ ( 0.09 ) $ 0.66 $ ( 0.21 )
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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CENTENNIAL RESOURCE DEVELOPMENT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
(in thousands)
Six Months Ended June 30,
2022
2021
Cash flows from operating activities:
Net income (loss) $ 207,628 $ ( 59,700 )
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, depletion and amortization
153,126 137,212
Stock-based compensation expense - equity awards
12,202 9,066
Stock-based compensation expense - liability awards 5,127 25,074
Impairment and abandonment expense
3,133 18,399
Deferred tax expense (benefit)
47,663 —
Net (gain) loss on sale of long-lived assets 1,324 ( 36 )
Non-cash portion of derivative (gain) loss 47,131 45,759
Amortization of debt issuance costs and debt discount 4,226 2,886
(Gain) loss on extinguishment of debt — 22,156
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable ( 62,751 ) ( 33,483 )
(Increase) decrease in prepaid and other assets ( 6,201 ) ( 9 )
Increase (decrease) in accounts payable and other liabilities 42,491 12,301
Net cash provided by operating activities 455,099 179,625
Cash flows from investing activities:
Acquisition of oil and natural gas properties
( 2,592 ) ( 638 )
Drilling and development capital expenditures
( 224,011 ) ( 126,665 )
Purchases of other property and equipment
( 2,863 ) ( 471 )
Proceeds from sales of oil and natural gas properties
863 698
Net cash used in investing activities ( 228,603 ) ( 127,076 )
Cash flows from financing activities:
Proceeds from borrowings under revolving credit facility
170,000 320,000
Repayment of borrowings under revolving credit facility
( 195,000 ) ( 395,000 )
Proceeds from issuance of senior notes — 170,000
Debt issuance costs
( 8,533 ) ( 6,421 )
Premiums paid on capped call transactions — ( 14,688 )
Redemption of senior secured notes — ( 127,073 )
Proceeds from exercise of stock options 8 15
Restricted stock used for tax withholdings ( 1,259 ) ( 477 )
Net cash used in financing activities ( 34,784 ) ( 53,644 )
Net increase (decrease) in cash, cash equivalents and restricted cash
191,712 ( 1,095 )
Cash, cash equivalents and restricted cash, beginning of period
9,935 8,339
Cash, cash equivalents and restricted cash, end of period
$ 201,647 $ 7,244
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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CENTENNIAL RESOURCE DEVELOPMENT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (continued)
(in thousands)
Six Months Ended June 30,
2022
2021
Supplemental cash flow information
Cash paid for interest
$ 24,276 $ 30,124
Cash paid for income taxes 600 —
Supplemental non-cash activity
Accrued capital expenditures included in accounts payable and accrued expenses
$ 63,486 $ 53,096
Asset retirement obligations incurred, including revisions to estimates
389 66
Reconciliation of cash, cash equivalents and restricted cash presented on the consolidated statements of cash flows for the periods presented:
Six Months Ended June 30,
2022 2021
Cash and cash equivalents
$ 201,092 $ 4,702
Restricted cash (1)
555 2,542
Total cash, cash equivalents and restricted cash
$ 201,647 $ 7,244
(1) Included in Prepaid and other current assets in the consolidated balance sheet as of June 30, 2022.
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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CENTENNIAL RESOURCE DEVELOPMENT, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (unaudited)
(in thousands)
Common Stock Additional Paid-In Capital Retained Earnings (Accumulated Deficit) Total Shareholders’ Equity
Shares Amount
Balance at December 31, 2021 294,261 $ 29 $ 3,013,017 $ ( 262,326 ) $ 2,750,720
Restricted stock issued 20 — — — —
Restricted stock forfeited ( 52 ) — — — —
Restricted stock used for tax withholding ( 150 ) — ( 1,259 ) — ( 1,259 )
Stock option exercises 3 — 1 — 1
Issuance of Common Stock under Employee Stock Purchase Plan 53 — 268 — 268
Stock-based compensation - equity awards — — 5,545 — 5,545
Net income (loss) — — — 15,802 15,802
Balance at March 31, 2022 294,135 29 3,017,572 ( 246,524 ) 2,771,077
Restricted stock issued 2,998 1 — — 1
Restricted stock forfeited ( 75 ) — — — —
Stock option exercises 2 — 7 — 7
Stock-based compensation - equity awards — — 6,657 — 6,657
Net income (loss) — — — 191,826 191,826
Balance at June 30, 2022 297,060 30 $ 3,024,236 $ ( 54,698 ) $ 2,969,568
Balance at December 31, 2020 290,646 $ 29 $ 3,004,433 $ ( 400,501 ) $ 2,603,961
Restricted stock forfeited ( 1 ) — — — —
Restricted stock used for tax withholding ( 128 ) — ( 477 ) — ( 477 )
Issuance of Common Stock under Employee Stock Purchase Plan 276 — 167 — 167
Stock-based compensation - equity awards — — 4,585 — 4,585
Capped call premiums — — ( 14,688 ) — ( 14,688 )
Net income (loss) — — — ( 34,645 ) ( 34,645 )
Balance at March 31, 2021 290,793 29 2,994,020 ( 435,146 ) 2,558,903
Restricted stock forfeited ( 7 ) — — — —
Stock option exercises 15 — 15 — 15
Stock-based compensation - equity awards — — 4,481 — 4,481
Net income (loss) — — — ( 25,055 ) ( 25,055 )
Balance at June 30, 2021 290,801 29 $ 2,998,516 $ ( 460,201 ) $ 2,538,344
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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CENTENNIAL RESOURCE DEVELOPMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1—Basis of Presentation and Summary of Significant Accounting Policies
Description of Business
Centennial Resource Development, Inc. is an independent oil and natural gas company focused on the development of crude oil and associated liquids-rich natural gas reserves in the Permian Basin. The Company’s assets are concentrated in the Delaware Basin, a sub-basin of the Permian Basin, and its properties consist of large, contiguous acreage blocks located in West Texas and New Mexico. Unless otherwise specified or the context otherwise requires, all references in these notes to “Centennial” or the “Company” are to Centennial Resource Development, Inc. and its consolidated subsidiary, Centennial Resource Production, LLC (“CRP”).
Principles of Consolidation and Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim financial reporting. Accordingly, certain disclosures normally included in an Annual Report on Form 10-K have been omitted. The consolidated financial statements and related notes included in this Quarterly Report should be read in conjunction with the Company’s consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the period ended December 31, 2021 (the “2021 Annual Report”). Except as disclosed herein, there have been no material changes to the information disclosed in the notes to the consolidated financial statements included in the Company’s 2021 Annual Report.
In the opinion of management, all normal, recurring adjustments and accruals considered necessary to present fairly, in all material respects, the Company’s interim financial results have been included. Operating results for the periods presented are not necessarily indicative of expected results for the full year. The consolidated financial statements include the accounts of the Company and its subsidiary CRP, and CRP’s wholly-owned subsidiaries.
Use of Estimates
The preparation of the Company’s consolidated financial statements requires the Company’s management to make various assumptions, judgments and estimates to determine the reported amounts of assets, liabilities, revenues and expenses, and the disclosures of commitments and contingencies. Changes in these assumptions, judgments and estimates will occur as a result of the passage of time and the occurrence of future events, and accordingly, actual results could differ from amounts previously established. Additionally, the prices received for oil, natural gas and NGL production can heavily influence the Company’s assumptions, judgments and estimates and continued volatility of oil and gas prices could have a significant impact on the Company’s estimates.
The more significant areas requiring the use of assumptions, judgments and estimates include: (i) oil and natural gas reserves; (ii) cash flow estimates used in impairment tests for long-lived assets; (iii) impairment expense of unproved properties; (iv) depreciation, depletion and amortization; (v) asset retirement obligations; (vi) determining fair value and allocating purchase price in connection with business combinations and asset acquisitions; (vii) accrued revenues and related receivables; (viii) accrued liabilities; (ix) derivative valuations; (x) deferred income taxes; and (xi) determining the fair values of certain stock-based compensation awards.
Leases
The Company has operating leases for drilling rig contracts, office rental agreements, and other wellhead equipment. During the second quarter of 2022, the Company extended two drilling rig contracts each for a two-year period. A lease right-of-use (ROU) asset and related liability have been recorded based on the present value of the future lease payments over the lease term of the drilling rigs. As of June 30, 2022, $ 19.0 million was recorded to current operating lease liability and $ 21.6 million was recorded to noncurrent operating lease liability related to these rigs. There have been no other significant changes in operating leases during the six months ended June 30, 2022. Refer to Note 15—Leases footnote in the notes to the consolidated financial statements in Item 8 of the Company’s 2021 Annual Report.
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CENTENNIAL RESOURCE DEVELOPMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Income Taxes
Income tax expense recognized during interim periods is based on applying an estimated annual effective income tax rate to the Company’s year-to-date income, plus any significant unusual or infrequently occurring items which are recorded in the interim period. The computation of the annual estimated effective tax rate at each interim period requires certain estimates and significant judgment including, but not limited to, the expected operating income for the year, projections of the proportion of income earned and taxed in various state jurisdictions, permanent and temporary differences and the likelihood of recovering deferred tax assets generated. The accounting estimates used to compute the provision for income taxes may change as new events occur, additional information becomes known or as the tax environment changes.
Note 2—Business Combination
Pending Merger with Colgate
On May 19, 2022, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) with CRP, Colgate Energy Partners III, LLC (“Colgate”), and Colgate Energy Partners III MidCo, LLC (the “Colgate Unitholder”) which provides for the combination of CRP and Colgate in a merger of equals transaction (the “Merger”), with CRP surviving the Merger (the “Surviving Company”) as a subsidiary of Centennial.
Colgate is an independent oil and gas company focused on the acquisition, development, exploration and production of oil and natural gas properties in the Delaware Basin. Colgate owns approximately 105,000 net leasehold acres and 25,000 net royalty acres in Reeves and Ward counties in Texas and Eddy County in New Mexico.
At the effective time of the Merger, all membership interests in CRP issued and outstanding will be converted into units in the Surviving Company (“Surviving Company Units”) equal to the number of shares of Centennial’s Class A common stock (the “Common Stock”) that are outstanding at such time, and all of the Colgate Unitholder’s membership interest in Colgate will be exchanged for 269,300,000 shares of Class C common stock (with underlying Surviving Company Units) and $ 525 million in cash. The shares of Class C Common Stock to be issued to the Colgate Unitholders pursuant to the Business Combination Agreement will represent a noncontrolling interest in the Surviving Company.
The transaction has been unanimously approved by the Boards of Directors of both companies. The Company has filed its definitive proxy statement with the SEC and the shareholder meeting is scheduled for August 29, 2022, where the Merger will be voted on by the Company’s shareholders. The Merger is expected to close shortly after the shareholder meeting subject to customary closing conditions, including, among others, receipt of the required approvals from the Company’s shareholders.
Note 3—Accounts Receivable, Accounts Payable and Accrued Expenses
Accounts receivable are comprised of the following:
(in thousands)
June 30, 2022 December 31, 2021
Accrued oil and gas sales receivable, net
$ 114,168 $ 57,287
Joint interest billings, net
26,051 12,449
Other
1,379 1,559
Accounts receivable, net
$ 141,598 $ 71,295
Accounts payable and accrued expenses are comprised of the following:
(in thousands)
June 30, 2022 December 31, 2021
Accounts payable
$ 31,134 $ 9,736
Accrued capital expenditures
49,791 24,377
Revenues payable
60,541 40,438
Accrued employee compensation and benefits
9,038 17,218
Accrued interest
15,423 15,259
Accrued derivative settlements payable
21,168 8,591
Accrued expenses and other
21,127 14,637
Accounts payable and accrued expenses
$ 208,222 $ 130,256
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CENTENNIAL RESOURCE DEVELOPMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 4—Long-Term Debt
The following table provides information about the Company’s long-term debt as of the dates indicated:
(in thousands)
June 30, 2022 December 31, 2021
Credit Facility due 2027
$ — $ 25,000
Senior Notes
5.375 % Senior Notes due 2026
289,448 289,448
6.875 % Senior Notes due 2027
356,351 356,351
3.25 % Convertible Senior Notes due 2028
170,000 170,000
Unamortized debt issuance costs on Senior Notes
( 12,152 ) ( 13,279 )
Unamortized debt discount
( 1,798 ) ( 1,955 )
Senior Notes, net 801,849 800,565
Total long-term debt, net
$ 801,849 $ 825,565
Credit Agreement
On February 18, 2022, CRP, the Company’s consolidated subsidiary, entered into an amended and restated five-year secured credit facility (the “Credit Agreement”) with a syndicate of banks, which replaced our previous credit facility that was set to mature in May of 2023. The Credit Agreement increased our elected commitments to $ 750 million, increased our borrowing base to $ 1.15 billion and extended the maturity of the Credit Agreement to February 2027. As of June 30, 2022, the Company had no borrowings outstanding and $ 744.2 million in available borrowing capacity, which was net of $ 5.8 million in letters of credit outstanding, under its new facility.
The amount available to be borrowed under the Credit Agreement is equal to the lesser of (i) the borrowing base, (ii) aggregate elected commitments, which is set at $ 750 million, or (iii) $ 1.5 billion. The borrowing base is redetermined semi-annually in the spring and fall by the lenders in their sole discretion. It also allows for two optional borrowing base redeterminations in between the scheduled redeterminations. The borrowing base depends on, among other things, the quantities of CRP’s proved oil and natural gas reserves, estimated cash flows from those reserves, and the Company’s commodity hedge positions. Upon a redetermination of the borrowing base, if actual borrowings outstanding exceed the revised borrowing capacity, CRP could be required to immediately repay a portion of its debt outstanding. Borrowings under the Credit Agreement are guaranteed by certain of CRP’s subsidiaries and the Company.
Borrowings under the Credit Agreement may be base rate loans or Secured Overnight Financing Rate (“SOFR”) loans. Interest is payable quarterly for base rate loans and at the end of the applicable interest period for SOFR loans. SOFR loans bear interest at SOFR plus an applicable margin ranging from 225 to 325 basis points, depending on the percentage of elected commitments utilized, plus an additional 10 basis point credit spread adjustment. Base rate loans bear interest at a rate per annum equal to the greatest of: (i) the agent bank’s prime rate; (ii) the federal funds effective rate plus 50 basis points; or (iii) the adjusted Term SOFR rate for a one-month interest period plus 100 basis points, plus an applicable margin, ranging from 125 to 225 basis points, depending on the percentage of the borrowing base utilized. CRP also pays a commitment fee of 37.5 to 50 basis points on unused elected commitment amounts under its facility.
The Credit Agreement provides for, among other things, the ability to repurchase outstanding shares of the Company’s Common Stock and junior debt, subject to certain leverage and elected commitment availability conditions and subject to the requirement that such repurchases are funded from our free cash flow. The Credit Agreement contains restrictive covenants that limit our ability to, among other things: (i) incur additional indebtedness; (ii) make investments and loans; (iii) enter into mergers; (iv) make restricted payments; (v) repurchase or redeem junior debt; (vi) enter into commodity hedges exceeding a specified percentage of our expected production; (vii) enter into interest rate hedges exceeding a specified percentage of its outstanding indebtedness; (viii) incur liens; (ix) sell assets; and (x) engage in transactions with affiliates.
The Credit Agreement also requires CRP to maintain compliance with the following financial ratios:
(i) a current ratio, which is the ratio of CRP’s consolidated current assets (including an add back of unused commitments under the revolving credit facility and excluding non-cash derivative assets and certain restricted cash) to its consolidated current liabilities (excluding the current portion of long-term debt under the Credit Agreement and non-cash derivative liabilities), of not less than 1.0 to 1.0; and
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CENTENNIAL RESOURCE DEVELOPMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(ii) a leverage ratio, as defined within the Credit Agreement as the ratio of total funded debt to consolidated EBITDAX for the prior four fiscal quarters, of not greater than 3.5 to 1.0.
CRP was in compliance with the covenants and the applicable financial ratios described above as of June 30, 2022. In July 2022 in connection with the pending Merger, CRP amended its Credit Agreement; refer to Note 14—Subsequent Events for additional information .
Convertible Senior Notes
On March 19, 2021, CRP issued $ 150.0 million in aggregate principal amount of 3.25 % senior unsecured convertible notes due 2028 (the “Convertible Senior Notes”). On March 26, 2021, CRP issued an additional $ 20.0 million of Convertible Senior Notes pursuant to the exercise of the underwriters’ over-allotment option to purchase additional Convertible Senior Notes. These issuances resulted in aggregate net proceeds to CRP of $ 163.6 million, after deducting debt issuance costs of $ 6.4 million. Interest is payable on the Convertible Senior Notes semi-annually in arrears on each April 1 and October 1, commencing on October 1, 2021.
The Convertible Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Company and each of CRP’s current subsidiaries.
The Convertible Senior Notes will mature on April 1, 2028 unless earlier repurchased, redeemed or converted. Before January 3, 2028, noteholders have the right to convert their Convertible Senior Notes (i) upon the occurrence of certain events, (ii) if the Company’s share price exceeds 130 % of the conversion price for any 20 trading days during the last 30 consecutive trading days of a calendar quarter, after June 30, 2021, or (iii) if the trading price per $1,000 principal amount of the notes is less than 98 % of the Company’s share price multiplied by the conversion rate, for a 10 consecutive trading day period. In addition, after January 2, 2028, noteholders may convert their Convertible Senior Notes at any time at their election through the second scheduled trading day immediately before the April 1, 2028 maturity date.
CRP can settle conversions by paying or delivering, as applicable, cash, shares of Common Stock, or a combination of cash and shares of Common Stock, at CRP’s election. The initial conversion rate is 159.2610 shares of Common Stock per $1,000 principal amount of Convertible Senior Notes, which represents an initial conversion price of approximately $ 6.28 per share of Common Stock. The conversion rate and conversion price are subject to customary adjustments upon the occurrence of certain events (as defined in the indenture) which, in certain circumstances, will increase the conversion rate for a specified period of time. In the context of this issuance, we refer to the notes as convertible in accordance with ASC 470 - Debt. However, per the terms of the Convertible Senior Notes’ indenture, the Convertible Senior Notes were issued by CRP and are exchangeable into shares of Centennial Resource Development, Inc.’s Common Stock.
CRP has the option to redeem, in whole or in part, all of the Convertible Senior Notes at any time on or after April 7, 2025, at a redemption price equal to 100 % of the principal amount, plus accrued and unpaid interest to the date of redemption, but only if the last reported sale price per share of Common Stock exceeds 130 % of the conversion price (i) for any 20 trading days during the 30 consecutive trading days ending on the day immediately before the date CRP sends the related redemption notice; and (ii) also on the trading day immediately before the date CRP sends such notice.
If certain corporate events occur, including certain business combination transactions involving the Company or CRP or a stock de-listing with respect to the Common Stock, noteholders may require CRP to repurchase their Convertible Senior Notes at a cash repurchase price equal to the principal amount of the Convertible Senior Notes to be repurchased, plus accrued and unpaid interest to the repurchase date.
Upon an Event of Default (as defined in the indenture governing the Convertible Senior Notes), the trustee or the holders of at least 25 % of the aggregate principal amount of then outstanding Convertible Senior Notes may declare the Convertible Senior Notes immediately due and payable. In addition, a default resulting from certain events of bankruptcy or insolvency with respect to the Company, CRP or any of the subsidiary guarantors will automatically cause all outstanding Convertible Senior Notes to become due and payable.
At issuance, the Company recorded a liability equal to the face value the Convertible Senior Notes, net of unamortized debt issuance costs in the line items Long-term debt, net in the consolidated balance sheets. As of June 30, 2022, the net liability recorded related to the Convertible Senior Notes was $ 164.6 million.
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CENTENNIAL RESOURCE DEVELOPMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Capped Called Transactions
In connection with the issuance of the Convertible Senior Notes in March 2021, CRP entered into privately negotiated capped call spread transactions with option counterparties (the “Capped Call Transactions”). The Capped Call Transactions cover the aggregate number of shares of Common Stock that initially underlie the Convertible Senior Notes and are expected to (i) generally reduce potential dilution to the Common Stock upon a conversion of the Convertible Senior Notes, and/or (ii) offset any cash payments CRP is required to make in excess of the principal amount of the Convertible Senior Notes, subject to a cap. The Capped Call Transactions have an initial strike price of $ 6.28 per share of Common Stock and an initial capped price of $ 8.4525 per share of Common Stock, each of which are subject to certain customary adjustments upon the occurrence of certain corporate events, as defined in the capped call agreements.
The cost of the Capped Call Transactions was $ 14.7 million, which was funded from proceeds from the Convertible Senior Note issuance. The cost to purchase the Capped Call Transactions was recorded to additional paid-in capital in the consolidated balances sheets and will not be subject to remeasurement each reporting period.
Senior Unsecured Notes
On March 15, 2019, CRP issued $ 500.0 million of 6.875 % senior notes due 2027 (the “2027 Senior Notes”) in a 144A private placement at a price equal to 99.235 % of par that resulted in net proceeds to CRP of $ 489.0 million, after deducting the original issuance discount of $ 3.8 million and debt issuance costs of $ 7.2 million. Interest is payable on the 2027 Senior Notes semi-annually in arrears on each April 1 and October 1, which commenced on October 1, 2019.
On November 30, 2017, CRP issued at par $ 400.0 million of 5.375 % senior notes due 2026 (the “2026 Senior Notes” and collectively with the 2027 Senior Notes, the “Senior Unsecured Notes”) in a 144A private placement that resulted in net proceeds to CRP of $ 391.0 million, after deducting $ 9.0 million in debt issuance costs. Interest is payable on the 2026 Senior Notes semi-annually in arrears on each January 15 and July 15, which commenced on July 15, 2018.
In May 2020, $ 110.6 million aggregate principal amount of the 2026 Senior Notes and $ 143.7 million aggregate principal amount of the 2027 Senior Notes were validly tendered and exchanged by certain eligible bondholders for consideration consisting of $127.1 million aggregate principal amount of 8.00% second lien senior secured notes, which were fully redeemed at par in connection with the Convertible Senior Notes issuance during the second quarter of 2021. As of June 30, 2022, the remaining aggregate principal amount of 2027 Senior Notes and 2026 Senior Notes outstanding was $ 356.4 million and $ 289.4 million, respectively.
The Senior Unsecured Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Company and each of CRP’s current subsidiaries that guarantee CRP’s Credit Agreement.
At any time prior to January 15, 2021 (for the 2026 Senior Notes) and April 1, 2022 (for the 2027 Senior Notes), the “Optional Redemption Dates,” CRP may, on any one or more occasions, redeem up to 35 % of the aggregate principal amount of either series of Senior Unsecured Notes with an amount of cash not greater than the net cash proceeds of certain equity offerings at a redemption price equal to 105.375 % (for the 2026 Senior Notes) and 106.875 % (for the 2027 Senior Notes) of the principal amount of the Senior Unsecured Notes of the applicable series redeemed, plus any accrued and unpaid interest to the date of redemption; provided that at least 65 % of the aggregate principal amount of each such series of Senior Unsecured Notes remains outstanding immediately after such redemption, and the redemption occurs within 180 days of the closing date of such equity offering.
At any time prior to the Optional Redemption Dates, CRP may, on any one or more occasions, redeem all or a part of the Senior Unsecured Notes at a redemption price equal to 100 % of the principal amount of the Senior Unsecured Notes redeemed, plus a “make-whole” premium, and any accrued and unpaid interest as of the date of redemption. On and after the Optional Redemption Dates, CRP may redeem the Senior Unsecured Notes, in whole or in part, at redemption prices expressed as percentages of principal amount plus accrued and unpaid interest to the redemption date.
If CRP experiences certain defined changes of control (and, in some cases, followed by a ratings decline), each holder of the Senior Unsecured Notes may require CRP to repurchase all or a portion of its Senior Unsecured Notes for cash at a price equal to 101 % of the aggregate principal amount of such Senior Unsecured Notes, plus any accrued but unpaid interest to the date of repurchase.
The indentures governing the Senior Unsecured Notes contain covenants that, among other things and subject to certain exceptions and qualifications, limit CRP’s ability and the ability of CRP’s restricted subsidiaries to: (i) incur or guarantee additional indebtedness or issue certain types of preferred stock; (ii) pay dividends on capital stock or redeem, repurchase or retire capital stock or subordinated indebtedness; (iii) transfer or sell assets; (iv) make investments; (v) create certain liens; (vi) enter
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
into agreements that restrict dividends or other payments from their subsidiaries to them; (vii) consolidate, merge or transfer all or substantially all of their assets; (viii) engage in transactions with affiliates; and (ix) create unrestricted subsidiaries. CRP was in compliance with these covenants as of June 30, 2022 and through the filing of this Quarterly Report.
Upon an Event of Default (as defined in the indentures governing the Senior Unsecured Notes), the trustee or the holders of at least 25 % of the aggregate principal amount of then outstanding Senior Unsecured Notes may declare the Senior Unsecured Notes immediately due and payable. In addition, a default resulting from certain events of bankruptcy or insolvency with respect to CRP, any restricted subsidiary of CRP that is a significant subsidiary, or any group of restricted subsidiaries that, taken together, would constitute a significant subsidiary, will automatically cause all outstanding Senior Unsecured Notes to become due and payable.
Note 5—Asset Retirement Obligations
The following table summarizes changes in the Company’s asset retirement obligations (“ARO”) associated with its working interests in oil and gas properties for the six months ended June 30, 2022:
(in thousands)
Asset retirement obligations, beginning of period
$ 17,240
Liabilities incurred
481
Liabilities divested and settled
( 11 )
Accretion expense
533
Revisions to estimated cash flows
( 92 )
Asset retirement obligations, end of period
$ 18,151
ARO reflect the present value of the estimated future costs associated with the plugging and abandonment of oil and gas wells, removal of equipment and facilities from leased acreage and land restoration in accordance with applicable local, state and federal laws. Inherent in the fair value calculation of ARO are numerous estimates and assumptions, including plug and abandonment settlement amounts, inflation factors, credit adjusted discount rates and timing of settlement. To the extent future revisions to these assumptions impact the value of the existing ARO liabilities, a corresponding offsetting adjustment is made to the oil and gas property balance. Changes in the liability due to the passage of time are recognized as an increase in the carrying amount of the liability with an offsetting charge to accretion expense, which is included within depreciation, depletion and amortization.
Note 6—Stock-Based Compensation
On April 27, 2022, the stockholders of the Company approved the second amended and restated Centennial Resource Development, Inc. 2016 Long Term Incentive Plan (the “LTIP”), which, among other things, increased the number of shares of Common Stock authorized for issuance to employees and directors from 24,750,000 shares to 44,250,000 shares. The LTIP provides for grants of restricted stock, stock options (including incentive stock options and nonqualified stock options), restricted stock units (including performance stock units), stock appreciation rights and other stock or cash-based awards.
Stock-based compensation expense is recognized within both General and administrative expenses and Exploration and other expenses in the consolidated statements of operations. The Company accounts for forfeitures of awards granted under the LTIP as they occur in determining compensation expense.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following table summarizes stock-based compensation expense recognized for the periods presented:
Three Months Ended June 30, Six Months Ended June 30,
(in thousands) 2022 2021 2022 2021
Equity Awards
Restricted stock $ 4,481 $ 3,536 $ 7,920 $ 7,142
Stock option awards 26 234 57 505
Performance stock units 2,079 646 4,082 1,285
Other stock-based compensation expense (1)
71 65 143 134
Total stock-based compensation - equity awards 6,657 4,481 12,202 9,066
Liability Awards
Restricted stock units — 4,647 — 7,955
Performance stock units ( 8,593 ) 10,013 5,127 17,119
Total stock-based compensation - liability awards ( 8,593 ) 14,660 5,127 25,074
Total stock-based compensation expense $ ( 1,936 ) $ 19,141 $ 17,329 $ 34,140
(1) Includes expenses related to the Company’s Employee Stock Purchase Plan (the “ESPP”). In May 2019, an aggregate of 2,000,000 shares were authorized by stockholders for issuance under the ESPP, which became effective on July 1, 2019.
Equity Awards
The Company has restricted stock, stock options and performance stock units (“PSUs”) outstanding that were granted under the LTIP as discussed below. Each award has service-based and, in the case of the PSUs, market-based vesting requirements, and are expected to be settled in shares of Common Stock upon vesting. As a result, these awards are classified as equity-based awards in accordance with ASC Topic 718, Compensation-Stock Compensation (“ASC 718”).
Restricted Stock
The following table provides information about restricted stock activity during the six months ended June 30, 2022:
Restricted Stock Weighted Average Fair Value
Unvested balance as of December 31, 2021 10,143,687 $ 2.85
Granted 2,409,749 7.90
Vested ( 387,929 ) 5.03
Forfeited ( 97,829 ) 5.40
Unvested balance as of June 30, 2022 12,067,678 3.76
The Company grants service-based restricted stock to executive officers and employees, which vest ratably over a three-year service period, and to directors, which vest over a one-year service period. Compensation cost for these service-based restricted stock is based on the closing market price of the Company’s Common Stock on the grant date, and such costs are recognized ratably over the applicable vesting period. The total fair value of restricted stock that vested during the six months ended June 30, 2022 and 2021 was $ 2.0 million and $ 2.7 million, respectively. Unrecognized compensation cost related to restricted shares that were unvested as of June 30, 2022 was $ 32.4 million, which the Company expects to recognize over a weighted average period of 2.5 years.
Stock Options
Stock options that have been granted under the LTIP expire ten years from the grant date and vest ratably over their three-year service period. The exercise price for an option granted under the LTIP is the closing market price of the Company’s Common Stock on the grant date.
Compensation cost for stock options is based on the grant-date fair value of the award, which is then recognized ratably over the vesting period of three years .
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following table provides information about stock option awards outstanding during the six months ended June 30, 2022:
Options Weighted Average Exercise Price Weighted Average Remaining Term
(in years) Aggregate Intrinsic Value
(in thousands)
Outstanding as of December 31, 2021 2,212,798 $ 15.31
Granted — —
Exercised ( 4,000 ) 1.92 $ 24
Forfeited ( 2,500 ) 7.58
Expired ( 60,832 ) 14.69
Outstanding as of June 30, 2022 2,145,466 15.36 4.9 $ 276
Exercisable as of June 30, 2022 2,094,791 15.63 4.9 $ 165
The total fair value of stock options that vested during the six months ended June 30, 2022 and 2021 was $ 0.2 million and $ 0.5 million, respectively. The intrinsic value of the stock options exercised was minimal for the six months ended June 30, 2022 and $ 0.1 million for the six months ended June 30, 2021. As of June 30, 2022, there was less than $ 0.1 million of unrecognized compensation cost related to unvested stock options, which the Company expects to recognize on a pro-rata basis over a weighted-average period of 0.6 years.
Performance Stock Units
The Company grants performance stock units (“PSU”) to certain executive officers that are subject to market-based vesting criteria as well as a three-year service period. Vesting at the end of the three-year service period is subject to the condition that the Company’s stock price increases by a greater percentage, or decreases by a lesser percentage, than the average percentage increase or decrease, respectively, of the stock prices of a peer group of companies. These market-based conditions must be met in order for the stock awards to vest, and it is therefore possible that no shares could ultimately vest. However, the Company recognizes compensation expense for the PSUs subject to market conditions regardless of whether it becomes probable that these conditions will be met or not, and compensation expense is not reversed if vesting does not actually occur.
During the six months ended June 30, 2022 and the year ended December 31, 2021 there were 0.7 million and 1.1 million shares, respectively, of performance stock units granted that can be settled in either Common Stock or cash upon vesting at the Company’s discretion. The Company currently intends to settle these performance stock units in Common Stock and has sufficient shares available under the LTIP to settle the units in Common Stock at the potential future vesting dates. Accordingly, these units have been treated as equity-based awards and a grant date was established on April 27, 2022, which represents the date the 2022 awards were approved and the date sufficient shares become available under the LTIP to settle 2021 awards in Common Stock. As a result, these PSU awards’ fair value was determined as of the grant date and remeasurement of such value will not be required.
The fair value was estimated using a Monte Carlo valuation model. The Monte Carlo valuation model is based on random projections of stock price paths and must be repeated numerous times to achieve a probabilistic assessment. Expected volatility was calculated based on the historical volatility of the Company’s Common Stock, and the risk-free interest rate is based on U.S. Treasury yield curve rates with maturities consistent with the three-year vesting period.
The following table summarizes the key assumptions and related information used to determine the fair value of performance stock units:
2021 Awards 2022 Awards
Weighted average fair value per share $ 12.79 $ 13.81
Number of simulations 10,000,000 10,000,000
Expected implied stock volatility 99.5 % 96.3 %
Dividend yield — % — %
Risk-free interest rate 2.3 % 2.7 %
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following table provides information about performance stock units outstanding during the six months ended June 30, 2022:
Awards Weighted Average Fair Value
Unvested balance as of December 31, 2021 1,580,980 $ 8.54
Granted 733,330 13.81
Vested — —
Cancelled — —
Forfeited — —
Unvested balance as of June 30, 2022 2,314,310 11.83
As of June 30, 2022, there was $ 19.1 million of unrecognized compensation cost related to PSUs that were unvested, which the Company expects to recognize on a pro-rata basis over a weighted average period of 2.4 years.
Liability Awards
The Company has performance stock units that were granted under the LTIP, which are settleable in cash and are therefore classified as liability awards in accordance with ASC 718. The Company also had restricted stock units granted under the LTIP that were settleable in cash and that were classified as liability awards, but all such units were settled in their entirety during the third quarter of 2021. Compensation cost for these liability awards is based on the fair value of the units as of the balance sheet date as further discussed below, and such costs are recognized ratably over the service periods of the awards. As the fair value of liability awards is required to be re-measured each period end, stock compensation expense amounts recognized in future periods for these awards will vary. The estimated future cash payments associated with these awards are presented as liabilities within Other long-term liabilities in the consolidated balances sheets.
Restricted Stock Units
The Company granted 5.5 million restricted stock units during the third quarter of 2020 to certain officers (non-NEOs) and employees that were settleable in cash upon vesting. The restricted stock units vested annually in one-third increments over a three-year service period, with the first portion vesting on September 1, 2021. After one year from the grant date, however, the remaining two-thirds of unvested restricted stock units could vest immediately, on an accelerated basis, if they meet certain market-based vesting criteria equal to the maximum return percentage for at least 20 out of any 30 consecutive trading days. Additionally, the restricted stock units included maximum and minimum return amounts equal to 400 % and 25 %, respectively, of the closing market price of the Company’s Common Stock on the grant date.
During the second quarter of 2021, the Company amended these restricted stock unit agreements to (i) allow the units to be settleable in either cash or Common Stock upon vesting at the Company’s discretion and (ii) remove the maximum and minimum return amounts if the units are settled in Common Stock. The amended terms were effective July 1, 2021, and at that time, the Company intended to settle a portion of these restricted stock units in cash. As a result, the awards continued to be classified as liabilities in accordance with ASC 718.
During the third quarter of 2021, the maximum return event (described above) occurred resulting in an immediate vesting of all the outstanding restricted stock units on September 1, 2021. The Company settled 1.8 million of the restricted stock units in cash resulting in a $ 6.2 million cash payment, and the remaining units were settled in Common Stock. The portion of the units that were settled in Common Stock were recognized as equity instruments on the vesting date, which resulted in $ 13.6 million of incremental stock compensation expense being recognized during the year ended December 31, 2021. There are no remaining restricted stock units outstanding as of June 30, 2022.
Performance Stock Units
The Company granted 5.5 million PSUs during third quarter of 2020 to certain executive officers that will be settled in cash and are subject to market-based vesting criteria as well as a three-year service condition. Vesting at the end of the three-year service period is subject to the condition that the Company’s stock price increases by a greater percentage, or decreases by a lessor percentage, than the average percentage increase or decrease, respectively, of the stock price of a peer group of companies. These market-based conditions must be met in order for the PSU awards to vest, and it is therefore possible that no units could ultimately vest and cumulative stock compensation expense recognized for these awards would then be reduced to zero. As of June 30, 2022, there was $ 15.2 million of unrecognized compensation cost that represents the unvested portion of the fair value of the PSUs at June 30, 2022 and will be recognized over a weighted average period of 1.0 years.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Liability Awards Fair Value
The fair value of the PSUs was estimated using a Monte Carlo valuation model as of the balance sheet date. The Monte Carlo valuation model is based on random projections of stock price paths and must be repeated numerous times to achieve a probabilistic assessment. Expected volatility was calculated based on the historical volatility of the Company’s Common Stock as well as the peer companies that are specified in the PSU award agreement. The risk-free rate is based on U.S. Treasury yield curve rates with maturities consistent with the remaining vesting or performance period.
The following table summarizes the key assumptions and related information used to determine the fair value of the liability awards as of June 30, 2022:
Performance stock units
Number of simulations 10,000,000
Expected implied stock volatility 73.7 %
Dividend yield — %
Risk-free interest rate 2.8 %
Note 7—Derivative Instruments
The Company is exposed to certain risks relating to its ongoing business operations and may use derivative instruments to manage its exposure to commodity price risk from time to time.
Commodity Derivative Contracts
Historically, prices received for crude oil and natural gas production have been volatile because of supply and demand factors, worldwide political factors, general economic conditions and seasonal weather patterns. The Company may periodically use derivative instruments, such as swaps, costless collars and basis swaps, to mitigate its exposure to declines in commodity prices and to the corresponding negative impacts such declines can have on its cash flows from operations, returns on capital and other financial results. While the use of these instruments limits the downside risk of adverse price changes, their use may also limit future revenues from favorable price changes. The Company does not enter into derivative contracts for speculative or trading purposes.
Commodity Swap and Collar Contracts. The Company may use commodity derivative instruments known as fixed price swaps to realize a known price for a specific volume of production, basis swaps to hedge the difference between the index price and a local or future index price, or costless collars to establish fixed price floors and ceilings. All transactions are settled in cash with one party paying the other for the resulting difference in price multiplied by the contract volume.
The following table summarizes the approximate volumes and average contract prices of derivative contracts the Company had in place as of June 30, 2022:
Period Volume (Bbls) Volume
(Bbls/d) Wtd. Avg. Crude Price
($/Bbl) (1)
Crude oil swaps
July 2022 - September 2022 782,000 8,500 $ 65.46
October 2022 - December 2022 690,000 7,500 65.63
January 2023 - March 2023 225,000 2,500 73.51
April 2023 - June 2023 227,500 2,500 73.25
July 2023 - September 2023 92,000 1,000 72.98
October 2023 - December 2023 92,000 1,000 72.98
Period Volume (Bbls) Volume
(Bbls/d) Wtd. Avg. Collar Price Ranges
($/Bbl) (2)
Crude oil collars July 2022 - September 2022 460,000 5,000 $ 78.00 - $ 107.13
October 2022 - December 2022 644,000 7,000 80.00 - 104.17
January 2023 - March 2023 810,000 9,000 75.56 - 91.15
April 2023 - June 2023 819,000 9,000 75.56 - 91.15
July 2023 - September 2023 644,000 7,000 76.43 - 92.70
October 2023 - December 2023 644,000 7,000 76.43 - 92.70
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Period Volume (Bbls) Volume
(Bbls/d) Wtd. Avg. Differential
($/Bbl) (3)
Crude oil basis differential swaps
July 2022 - September 2022 552,000 6,000 $ 0.29
October 2022 - December 2022 552,000 6,000 0.29
Period Volume (Bbls) Volume
(Bbls/d) Wtd. Avg. Differential
($/Bbl) (4)
Crude oil roll differential swaps
July 2022 - September 2022 920,000 10,000 $ 0.71
October 2022 - December 2022 920,000 10,000 0.71
(1) These crude oil swap transactions are settled based on the NYMEX WTI index price on each trading day within the specified monthly settlement period versus the contractual swap price for the volumes stipulated.
(2) These crude oil collars are settled based on the NYMEX WTI index price on each trading day within the specified monthly settlement period versus the contractual floor and ceiling prices for the volumes stipulated.
(3) These crude oil basis swap transactions are settled based on the difference between the arithmetic average of ARGUS MIDLAND WTI and ARGUS WTI CUSHING indices, during each applicable monthly settlement period.
(4) These crude oil roll swap transactions are settled based on the difference between the arithmetic average of NYMEX WTI calendar month prices and the physical crude oil delivery month price.
Period Volume (MMBtu) Volume (MMBtu/d) Wtd. Avg. Gas Price
($/MMBtu) (1)
Natural gas swaps
July 2022 - September 2022 2,760,000 30,000 $ 3.24
October 2022 - December 2022 1,540,000 16,739 3.15
Period Volume (MMBtu) Volume (MMBtu/d) Wtd. Avg. Differential
($/MMBtu) (2)
Natural gas basis differential swaps
July 2022 - September 2022 1,840,000 20,000 $( 0.45 )
October 2022 - December 2022 1,840,000 20,000 ( 0.45 )
January 2023 - March 2023 2,250,000 25,000 ( 1.11 )
April 2023 - June 2023 2,275,000 25,000 ( 1.11 )
July 2023 - September 2023 2,300,000 25,000 ( 1.11 )
October 2023 - December 2023 2,300,000 25,000 ( 1.11 )
Period Volume (MMBtu) Volume
(MMBtu/d) Wtd. Avg. Collar Price Ranges
($/MMBtu) (3)
Natural gas collars
July 2022 - September 2022 1,840,000 20,000 $ 3.50 - $ 3.97
October 2022 - December 2022 2,450,000 26,630 3.87 - 5.06
January 2023 - March 2023 4,950,000 55,000 4.09 - 7.47
April 2023 - June 2023 4,095,000 45,000 3.72 - 7.32
July 2023 - September 2023 4,140,000 45,000 3.72 - 7.32
October 2023 - December 2023 4,140,000 45,000 3.76 - 7.69
January 2024 - March 2024 1,820,000 20,000 3.25 - 5.31
(1) These natural gas swap contracts are settled based on the NYMEX Henry Hub price on each trading day within the specified monthly settlement period versus the contractual swap price for the volumes stipulated.
(2) These natural gas basis swap contracts are settled based on the difference between the Inside FERC’s West Texas WAHA price and the NYMEX price of natural gas, during each applicable monthly settlement period.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(3) These natural gas collars are settled based on the NYMEX Henry Hub price on each trading day within the specified monthly settlement period versus the contractual floor and ceiling prices for the volumes stipulated.
Derivative Instrument Reporting. The Company’s oil and natural gas derivative instruments have not been designated as hedges for accounting purposes. Therefore, all gains and losses are recognized in the Company’s consolidated statements of operations. All derivative instruments are recorded at fair value in the consolidated balance sheets, other than derivative instruments that meet the “normal purchase normal sale” exclusion, and any fair value gains and losses are recognized in current period earnings.
The following table presents the impact of the Company’s derivative instruments in its consolidated statements of operations for the periods presented:
Three Months Ended June 30, Six Months Ended June 30,
(in thousands)
2022 2021 2022 2021
Net gain (loss) on derivative instruments
$ ( 34,134 ) $ ( 54,959 ) $ ( 163,657 ) $ ( 106,158 )
Offsetting of Derivative Assets and Liabilities. The Company’s commodity derivatives are included in the accompanying consolidated balance sheets as derivative assets and liabilities. The Company nets its financial derivative instrument fair value amounts executed with the same counterparty pursuant to ISDA master netting agreements, which provide for net settlement over the term of the contract and in the event of default or termination of the contract. The tables below summarize the fair value amounts and the classification in the consolidated balance sheets of the Company’s derivative contracts outstanding at the respective balance dates, as well as the gross recognized derivative assets, liabilities and offset amounts:
Balance Sheet Classification Gross Fair Value Asset/Liability Amounts Gross Amounts Offset (1)
Net Recognized Fair Value Assets/Liabilities
(in thousands)
June 30, 2022
Derivative Assets
Commodity contracts
Prepaid and other current assets $ 26,356 $ ( 26,211 ) $ 145
Other noncurrent assets 21,874 ( 17,995 ) 3,879
Derivative Liabilities
Commodity contracts
Derivative instruments 109,752 ( 26,211 ) 83,541
Other noncurrent liabilities 20,518 ( 17,995 ) 2,523
December 31, 2021
Derivative Assets
Commodity contracts
Prepaid and other current assets $ 3,284 $ ( 3,284 ) $ —
Other noncurrent assets 585 $ ( 345 ) 240
Derivative Liabilities
Commodity contracts
Derivative instruments $ 38,434 $ ( 3,284 ) $ 35,150
Other noncurrent liabilities 345 ( 345 ) —
(1) The Company has agreements in place with each of its counterparties that allow for the financial right of offset for derivative assets against derivative liabilities at settlement or in the event of a default under the agreements or if contracts are terminated.
Contingent Features in Financial Derivative Instruments. None of the Company’s derivative instruments contain credit-risk-related contingent features. Counterparties to the Company’s financial derivative contracts are high credit-quality financial institutions that are primarily lenders under CRP’s Credit Agreement. The Company enters into new hedge arrangements only with participants under its Credit Agreement, since these institutions are secured equally with the holders of any CRP bank debt, which eliminates the potential need to post collateral when Centennial is in a derivative liability position. As a result, the Company is not required to post letters of credit or corporate guarantees for its derivative counterparties in order to secure contract performance obligations.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
In addition, the Company is exposed to credit risk associated with its derivative contracts from non-performance by its counterparties. The Company mitigates its exposure to any single counterparty by contracting with a number of financial institutions, each of which has a high credit rating and is a member under CRP’s Credit Agreement as referenced above.
Note 8—Fair Value Measurements
Recurring Fair Value Measurements
The Company follows ASC Topic 820, Fair Value Measurement and Disclosure, which establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy categorizes assets and liabilities measured at fair value into one of three different levels depending on the observability of the inputs employed in the measurement. The three levels are defined as follows:
• Level 1: Quoted Prices in Active Markets for Identical Assets – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
• Level 2: Significant Other Observable Inputs – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
• Level 3: Significant Unobservable Inputs – inputs to the valuation methodology are unobservable and significant to the fair value measurement.
The following table presents, for each applicable level within the fair value hierarchy, the Company’s net derivative assets and liabilities, including both current and noncurrent portions, measured at fair value on a recurring basis:
(in thousands)
Level 1 Level 2 Level 3
June 30, 2022
Total assets
$ — $ 4,024 $ —
Total liabilities
— 86,064 —
December 31, 2021
Total assets
$ — $ 240 $ —
Total liabilities
— 35,150 —
Both financial and non-financial assets and liabilities are categorized within the above fair value hierarchy based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The following is a description of the valuation methodologies used by the Company as well as the general classification of such instruments pursuant to the above fair value hierarchy. There were no transfers between any of the fair value levels during any period presented.
Derivatives
The Company uses Level 2 inputs to measure the fair value of its oil and natural gas commodity derivatives. The Company uses industry-standard models that consider various assumptions including current market and contractual prices for the underlying instruments, implied market volatility, time value, nonperformance risk, as well as other relevant economic measures. Substantially all of these inputs are observable in the marketplace throughout the full term of the instrument and can be supported by observable data. The Company utilizes its counterparties’ valuations to assess the reasonableness of its own valuations.
Nonrecurring Fair Value Measurements
The Company applies the provisions of the fair value measurement standard on a nonrecurring basis to its non-financial assets and liabilities, including proved oil and gas properties. These assets and liabilities are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances.
Impairment of Oil and Natural Gas Properties. The Company reviews its proved oil and natural gas properties for impairment whenever events and circumstances indicate that the fair value of these assets may be below their carrying value. An impairment loss is indicated if the sum of the expected undiscounted future net cash flows from oil and gas properties is less than the carrying amount of the assets. In this circumstance, the Company then recognizes impairment expense for the amount by
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
which the carrying amount of proved properties exceeds their estimated fair value. The Company reviews its oil and natural gas properties on a field-by-field basis.
The Company calculates the estimated fair values of its oil and natural gas properties using an income approach that is based on inputs that are not observable in the market and therefore represent Level 3 inputs. Significant inputs to the expected future net cash flows used for the impairment review and the related fair value measurement of oil and natural gas proved properties include estimates of: (i) oil and gas reserves; (ii) future production decline rates; (iii) future operating and development costs; (iv) future commodity prices, including price differentials; and (v) a market participant-based weighted average cost of capital rate. These inputs require significant judgments and estimates by the Company’s management.
Asset Retirement Obligations. The initial measurement of ARO at fair value is calculated using discounted cash flow techniques and is based on internal estimates of future retirement costs associated with property, plant and equipment. Significant Level 3 inputs used in the calculation of ARO include the estimated future costs to plug and abandon oil and gas properties and reserve lives. Refer to Note 5—Asset Retirement Obligations for additional information on the Company’s ARO.
Other Financial Instruments
The carrying amounts of the Company’s cash, cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximate their fair values because of the short-term maturities and/or liquid nature of these assets and liabilities.
The Company’s senior notes and borrowings under its Credit Agreement are accounted for at cost. The following table summarizes the carrying values, principal amounts and fair values of these instruments as of the dates indicated:
June 30, 2022 December 31, 2021
Carrying Value Principal Amount Fair Value Carrying Value Principal Amount Fair value
Credit Facility due 2027 (1)
$ — $ — $ — $ 25,000 $ 25,000 $ 25,000
5.375 % Senior Notes due 2026 (2)
286,083 289,448 264,129 285,666 289,448 286,554
6.875 % Senior Notes due 2027 (2)
351,164 356,351 337,643 350,712 356,351 361,696
3.25 % Convertible Notes due 2028 (2)
164,602 170,000 212,577 164,187 170,000 215,279
(1) The carrying values of the amounts outstanding under CRP’s Credit Agreement approximate fair value because its variable interest rates are tied to current market rates and the applicable credit spreads represent current market rates for the credit risk profile of the Company.
(2) The carrying values include associated unamortized debt issuance costs and any debt discounts as reflected in the consolidated balance sheets. The fair values are determined using quoted market prices for these debt securities, a Level 1 classification in the fair value hierarchy, and are based on the aggregate principal amount of the senior notes outstanding.
Note 9—Shareholders' Equity
Stock Repurchase Program
In February 2022, the Company’s Board of Directors authorized a stock repurchase program to acquire up to $ 350 million of the Company’s outstanding Common Stock (the “Repurchase Program”), which is approved to run through April 1, 2024. The Company intends to use the Repurchase Program to reduce its shares of Common Stock outstanding and plans to fund these repurchases with cash on hand and cash flows from operations. Repurchases may be made from time to time in the open-market or via privately negotiated transactions at the Company’s discretion and will be subject to market conditions, applicable legal requirements, available liquidity, compliance with the Company’s debt and other agreements and other factors. The Repurchase Program does not require any specific number of shares to be acquired and can be modified or discontinued by the Company’s Board of Directors at any time. There were no shares purchased under the Repurchase Program during the six months ended June 30, 2022. Due to restrictions related to the Merger, the Company has been unable to make or initiate any share repurchases under the Repurchase Program since the announcement and therefore, will not be able to begin repurchasing its shares until the pending Merger closes or is otherwise terminated.
Note 10—Earnings Per Share
Basic earnings per share (“EPS”) is calculated by dividing net income by the weighted average shares of Common Stock outstanding during each period. Diluted EPS is calculated by dividing adjusted net income by the weighted average shares of diluted Common Stock outstanding, which includes the effect of potentially dilutive securities. Potentially dilutive securities for the diluted EPS calculation consists of (i) unvested equity-based restricted stock and performance stock units, outstanding stock options, withholding amounts from the employee stock purchase plan and warrants (prior to their expiration in 2021), all using the
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
treasury stock method, and (ii) potential shares issuable under our Convertible Senior Notes, using the “if-converted” method, which is net of tax.
The following table reflects the EPS computations for the periods indicated based on a weighted average number of common shares outstanding each period:
Three Months Ended June 30, Six Months Ended June 30,
(in thousands, except per share data) 2022 2021 2022 2021
Net income (loss) $ 191,826 $ ( 25,055 ) $ 207,628 $ ( 59,700 )
Add: Interest on Convertible Senior Notes, net of tax 1,306 — 2,611 —
Adjusted net income (loss) $ 193,132 $ ( 25,055 ) $ 210,239 $ ( 59,700 )
Basic weighted average shares of Common Stock outstanding 284,992 279,185 284,922 279,061
Add: Dilutive effects of equity awards and ESPP shares 8,038 — 7,897 —
Add: Dilutive effects of Convertible Senior Notes 27,074 — 27,074 —
Diluted weighted average shares of Common Stock outstanding 320,104 279,185 319,893 279,061
Basic net earnings (loss) per share of Common Stock $ 0.67 $ ( 0.09 ) $ 0.73 $ ( 0.21 )
Diluted net earnings (loss) per share of Common Stock $ 0.60 $ ( 0.09 ) $ 0.66 $ ( 0.21 )
The following table presents shares excluded from the diluted earnings per share calculation for the periods presented as their impact was anti-dilutive:
Three Months Ended June 30, Six Months Ended June 30,
(in thousands) 2022 2021 (1)
2022 2021 (1)
Out-of-the-money stock options 2,049 2,241 2,073 2,267
Restricted stock — 8,769 — 9,167
Performance stock units — — 224 199
Employee Stock Purchase Plan — 68 — 54
Convertible Senior Notes — 27,074 — 27,074
Warrants — 8,000 — 8,000
(1) The Company recognized a net loss during the three and six months ended June 30, 2021, and therefore all potentially dilutive securities were anti-dilutive and excluded from the calculation of diluted net earnings per share.
Note 11—Transactions with Related Parties
Riverstone Investment Group LLC and its affiliates (“Riverstone”) beneficially own a more than 10% equity interest in the Company and are therefore considered related parties. The Company has a marketing agreement with Lucid Energy Delaware, LLC (“Lucid”), an affiliate of Riverstone. The Company believes that the terms of the marketing agreement with Lucid are no less favorable to either party than those held with unaffiliated parties.
The following table summarizes the revenues recognized and the associated processing fees incurred from this marketing agreement as included in the consolidated statements of operations for the periods indicated, as well as the related net receivables outstanding as of the balance sheet dates:
Three Months Ended June 30, Six Months Ended June 30,
(in thousands) 2022 2021 2022 2021
Oil and gas sales $ 9,107 $ 3,056 $ 18,590 $ 4,132
Gathering, processing and transportation expenses 2,150 1,636 4,669 2,841
(in thousands) June 30, 2022 December 31, 2021
Accounts receivable, net (1)
$ 3,889 $ 5,562
(1) Represents amounts due from Lucid and are presented net of unpaid processing fees as of the indicated period end date.
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CENTENNIAL RESOURCE DEVELOPMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 12—Commitments and Contingencies
Commitments
The Company routinely enters into, extends or amends operating agreements in the ordinary course of business. During the six months ended June 30, 2022, the Company entered into a two-year purchase agreement to buy frac’ sand used in its well fracture stimulation process. Under the terms of this take-or-pay agreement, the Company is obligated to purchase a minimum volume of frac’ sand at a fixed price. The obligation is $ 39.1 million, which represents the minimum financial commitment pursuant to the terms of the contract from June 30, 2022 through March 31, 2024. There has been no other material, non-routine changes in commitments during the six months ended June 30, 2022. Please refer to Note 13—Commitments and Contingencies included in Part II, Item 8 in the Company’s 2021 Annual Report.
Contingencies
The Company may at times be subject to various commercial or regulatory claims, prior period adjustments from service providers, litigation or other legal proceedings that arise in the ordinary course of business. While the outcome of these lawsuits and claims cannot be predicted with certainty, management believes it is remote that the impact of such matters, other than those discussed below, that are reasonably possible to occur will have a material adverse effect on the Company’s financial position, results of operations, or cash flows.
In February 2021, the Permian Basin was impacted by record-low temperatures and a severe winter storm (“Winter Storm Uri”) that resulted in multi-day electrical outages and shortages, pipeline and infrastructure freezes, transportation disruptions, and regulatory actions in Texas, which led to significant increases in gas prices, gathering, processing and transportation fees and electrical rates during this time. As a result, many oil and gas operations, including upstream producers like the Company, as well as gas processors and purchasers, and transportation providers experienced operational disruptions. During this time, the Company was unable to utilize the entire volume of its reserved capacity on pipelines and as a result has made certain force majeure declarations. One third-party transportation provider has filed a lawsuit against the Company claiming compensation for the full amount of the reserved capacity, both utilized and unutilized. The Company has made a payment for the utilized capacity and filed a separate lawsuit against the transportation provider requesting declaratory relief for the purpose of construing the provisions of the transportation agreement relating to the unutilized capacity. At this time, the Company believes that a loss is reasonably possible in relation to these matters and such amount could range from zero to $ 7.6 million, and no amount in that range is a better estimate than any other.
Other than the matter above, management is unaware of any pending litigation brought against the Company requiring a contingent liability to be recognized as of the date of these consolidated financial statements.
Note 13—Revenues
Revenue from Contracts with Customers
Crude oil, natural gas and NGL sales are recognized at the point that control of the product is transferred to the customer and collectability is reasonably assured. Virtually all of the Company’s contract pricing provisions are tied to a market index, with certain adjustments based on, among other factors, transportation costs to an active spot market and quality differentials. As a result, the Company’s realized prices of oil, natural gas, and NGLs fluctuate to remain competitive with other available oil, natural gas, and NGLs supplies both globally (in the case of crude oil) and locally.
Oil and gas revenues presented within the consolidated statements of operations relate to the sale of oil, natural gas and NGLs as shown below:
Three Months Ended June 30, Six Months Ended June 30,
2022 2021 2022
2021
Operating revenues (in thousands):
Oil sales
$ 349,591 $ 177,105 $ 612,358 $ 310,831
Natural gas sales
68,030 27,015 107,048 62,466
NGL sales
55,033 28,457 100,525 51,671
Oil and gas sales
$ 472,654 $ 232,577 $ 819,931 $ 424,968
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CENTENNIAL RESOURCE DEVELOPMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Oil sales
The Company’s crude oil sales contracts are generally structured whereby oil is delivered to the purchaser at a contractually agreed-upon delivery point at which the purchaser takes title of the product. This delivery point is usually at the wellhead or at the inlet of a transportation pipeline. Revenue is recognized when control transfers to the purchaser at the delivery point based on the net price received from the purchaser. Any downstream transportation costs incurred by crude purchasers are reflected as a net reduction to oil sales revenues.
Natural gas and NGL sales
Under the Company’s natural gas processing contracts, liquids rich natural gas is delivered to a midstream gathering and processing entity at the inlet of the gas gathering system. The midstream processing entity gathers and processes the raw gas and then remits proceeds to Centennial for the resulting sales of NGLs, while the Company generally elects to take its residue gas product “in-kind” at the plant tailgate. For these contracts, the Company evaluates when control is transferred and revenue should be recognized. Where the Company has concluded that control transfers at the tailgate of the processing facility, fees incurred prior to transfer of control are presented as gathering, processing and transportation expenses (“GP&T”) within the consolidated statements of operations. Any transportation and fractionation costs incurred subsequent to the point of transfer of control are reflected as a net reduction to natural gas and NGL sales revenues presented in the table above.
Performance obligations
For all commodity products, the Company records revenue in the month production is delivered to the purchaser. Settlement statements for natural gas and NGL sales may not be received for 30 to 90 days after the date production volumes are delivered and for crude oil, generally within 30 days after delivery has occurred. However, payment is unconditional once the performance obligations have been satisfied. At such time, the volumes delivered and sales prices can be reasonably estimated and amounts due from customers are accrued in Accounts receivable, net in the consolidated balance sheets. As of June 30, 2022 and December 31, 2021, such receivable balances were $ 114.2 million and $ 57.3 million, respectively.
The Company records any differences between its estimates and the actual amounts received for product sales in the month that payment is received from the purchaser. Historically, any identified differences between revenue estimates and actual revenue received have not been significant. For the three and six months ended June 30, 2022 and 2021, revenue recognized in the reporting period related to performance obligations satisfied in prior reporting periods were not material.
Transaction price allocated to remaining performance obligations
For the Company’s product sales that have a contract term greater than one year, the Company has utilized the practical expedient in ASC Topic 606, Revenue from contracts with Customers, which states the Company is not required to disclose the transaction price allocated to the remaining performance obligations if the variable consideration is allocated entirely to a wholly unsatisfied performance obligation. Under these sales contracts, monthly sales of a product generally represent a separate performance obligation. Therefore, future commodity volumes to be delivered and sold are wholly unsatisfied, and disclosure of the transaction price allocated to such unsatisfied performance obligations is not required.
Note 14—Subsequent Events
Credit Facility
On July 15, 2022, CRP and the Company entered into the first amendment to its Credit Agreement (the “Amendment”). The Amendment, among other things, waives compliance with certain restrictive covenants and provides the lenders’ consent to a planned Pre-Merger Reorganization (as defined within the Amendment) in order to enable the Merger. In addition, the Amendment increases the elected commitments under the Credit Agreement to $ 1.5 billion from $ 750 million and the borrowing base to $ 2.5 billion from $ 1.15 billion. The Amendment is subject to and effective as of the closing date of the Merger and will be terminated if the Merger has not occurred prior to November 30, 2022.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.