Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 17, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-37697 | ||
Entity Registrant Name | PERMIAN RESOURCES CORPORATION | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 47-5381253 | ||
Entity Address, Address Line One | 300 N. Marienfeld St. | ||
Entity Address, Address Line Two | Suite 1000 | ||
Entity Address, City or Town | Midland | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 79701 | ||
City Area Code | 432 | ||
Local Phone Number | 695-4222 | ||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | ||
Trading Symbol | PR | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Smaller Reporting Company | false | ||
Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,194,173,176 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive proxy statement for its 2023 Annual Meeting of Stockholders, which will be filed with the United States Securities and Exchange Commission within 120 days of December 31, 2022, are incorporated by reference into Part III of this Form 10-K for the year ended December 31, 2022. | ||
Entity Central Index Key | 0001658566 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Common Class A | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 289,663,160 | ||
Class C | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 269,300,000 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Cover [Abstract] | |
Auditor Name | KPMG LLP |
Auditor Location | Denver, Colorado |
Auditor Firm ID | 185 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 59,545 | $ 9,380 |
Accounts receivable, net | 282,846 | 71,295 |
Prepaid and other current assets | 20,602 | 5,860 |
Total current assets | 463,790 | 86,535 |
Oil and natural gas properties, successful efforts method | ||
Unproved properties | 1,424,744 | 1,040,386 |
Proved properties | 8,869,174 | 4,623,726 |
Accumulated depreciation, depletion and amortization | (2,419,692) | (1,989,489) |
Total oil and natural gas properties, net | 7,874,226 | 3,674,623 |
Other property and equipment, net | 15,173 | 11,197 |
Total property and equipment, net | 7,889,399 | 3,685,820 |
Noncurrent assets | ||
Operating Lease, Right-of-Use Asset | 64,792 | 16,385 |
Other noncurrent assets | 74,611 | 15,854 |
TOTAL ASSETS | 8,492,592 | 3,804,594 |
Current liabilities | ||
Accounts payable and accrued expenses | 562,156 | 130,256 |
Operating Lease, Liability, Current | 29,759 | 1,413 |
Other current liabilities | 11,656 | 1,080 |
Total current liabilities | 605,569 | 167,899 |
Noncurrent liabilities | ||
Long-term debt, net | 2,140,798 | 825,565 |
Asset retirement obligations | 40,947 | 17,240 |
Deferred income taxes | 4,430 | 2,589 |
Operating Lease, Liability, Noncurrent | 41,341 | 16,002 |
Other noncurrent liabilities | 3,211 | 24,579 |
Total liabilities | 2,836,296 | 1,053,874 |
Commitments and contingencies (Note 14) | ||
Shareholders’ equity | ||
Additional paid-in capital | 2,698,465 | 3,013,017 |
Retained earnings (accumulated deficit) | 237,226 | (262,326) |
Total shareholders’ equity | 2,935,748 | 2,750,720 |
Noncontrolling interest | 2,720,548 | 0 |
Total equity | 5,656,296 | 2,750,720 |
TOTAL LIABILITIES AND EQUITY | 8,492,592 | 3,804,594 |
Derivative Asset, Current | $ 100,797 | $ 0 |
Common stock, shares issued (in shares) | 298,640,260 | 294,260,623 |
Common stock, shares outstanding (in shares) | 284,696,972 | |
Derivative instruments | $ 1,998 | $ 35,150 |
Common Class A | ||
Shareholders’ equity | ||
Common stock | $ 30 | 29 |
Common stock, shares outstanding (in shares) | 288,532,257 | |
Class C | ||
Shareholders’ equity | ||
Common stock | $ 27 | $ 0 |
Common stock, shares issued (in shares) | 269,300,000 | 0 |
Common stock, shares outstanding (in shares) | 269,300,000 | 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 1,500,000,000 | 1,500,000,000 |
Common stock, shares issued (in shares) | 298,640,260 | 294,260,623 |
Common stock, shares outstanding (in shares) | 284,696,972 | |
Common Class A | ||
Common stock, shares outstanding (in shares) | 288,532,257 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating revenues | |||
Oil and gas sales | $ 2,131,265 | $ 1,029,892 | $ 580,456 |
Operating expenses | |||
Lease operating expenses | 171,867 | 106,419 | 109,282 |
Severance and ad valorem taxes | 155,724 | 67,140 | 39,417 |
Gathering, processing and transportation expenses | 97,915 | 85,896 | 71,309 |
Depreciation, depletion and amortization | 444,678 | 289,122 | 358,554 |
Impairment and abandonment expense | 3,875 | 32,511 | 691,190 |
Exploration and other expenses | 11,378 | 7,883 | 18,355 |
General and administrative expenses | 159,554 | 110,454 | 72,867 |
Business Combination, Integration Related Costs | 77,424 | 0 | 0 |
Total operating expenses | 1,122,415 | 699,425 | 1,360,974 |
Net gain (loss) on sale of long-lived assets | (1,314) | 34,168 | 398 |
Proceeds from terminated sale of assets | 0 | 5,983 | 0 |
Income (loss) from operations | 1,007,536 | 370,618 | (780,120) |
Other income (expense) | |||
Interest expense | (95,645) | (61,288) | (69,192) |
Gain (loss) on extinguishment of debt | 0 | (22,156) | 143,443 |
Net gain (loss) on derivative instruments | (42,368) | (148,825) | (64,535) |
Other income (expense) | 609 | 395 | 81 |
Total other income (expense) | (137,404) | (231,874) | 9,797 |
Income (loss) before income taxes | 870,132 | 138,744 | (770,323) |
Income tax (expense) benefit | (120,292) | (569) | 85,124 |
Net income (loss) | 749,840 | 138,175 | (685,199) |
Less: Net (income) loss attributable to noncontrolling interest | (234,803) | 0 | 2,362 |
Net income (loss) attributable to Class A Common Stock | $ 515,037 | $ 138,175 | $ (682,837) |
Income (loss) per share of Class A Common Stock: | |||
Basic (in dollars per share) | $ 1.80 | $ 0.49 | $ (2.46) |
Diluted (in dollars per share) | $ 1.61 | $ 0.46 | $ (2.46) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Cash flows from operating activities: | ||||
Net income (loss) | $ 749,840 | $ 138,175 | $ (685,199) | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||
Depreciation, depletion and amortization | 444,678 | 289,122 | 358,554 | |
Stock-based compensation expense - equity awards | 116,480 | 37,541 | 20,966 | |
Stock-based compensation expense - liability awards | (24,174) | 20,573 | 3,602 | |
Impairment and abandonment expense | 3,875 | 32,511 | 691,190 | |
Exploratory dry hole costs | 0 | 0 | 6,615 | |
Deferred tax expense (benefit) | 119,679 | 569 | (85,124) | |
Net (gain) loss on sale of long-lived assets | 1,314 | (34,168) | (398) | |
Non-cash portion of derivative (gain) loss | (77,737) | 16,700 | 17,884 | |
Amortization of debt issuance costs and debt discount | 15,362 | 4,992 | 5,923 | |
(Gain) loss on extinguishment of debt | 0 | 22,156 | (143,443) | |
Changes in operating assets and liabilities: | ||||
(Increase) decrease in accounts receivable | (66,824) | (21,475) | 44,572 | |
(Increase) decrease in prepaid and other assets | (1,751) | 2,907 | (3,804) | |
Increase (decrease) in accounts payable and other liabilities | 90,929 | 16,016 | (59,962) | |
Net cash provided by operating activities | 1,371,671 | 525,619 | 171,376 | |
Cash flows from investing activities: | ||||
Acquisition of oil and natural gas properties | (8,858) | (6,510) | (8,464) | |
Drilling and development capital expenditures | (771,577) | (319,640) | (318,465) | |
Cash Acquired in Excess of Payments to Acquire Business | 496,671 | 0 | 0 | |
Purchases of other property and equipment | (3,563) | (901) | (1,083) | |
Proceeds from sales of oil and natural gas properties | 75,620 | 100,575 | 1,689 | |
Net cash used in investing activities | (1,205,049) | (226,476) | (326,323) | |
Cash flows from financing activities: | ||||
Proceeds from borrowings under revolving credit facility | 1,115,000 | 570,000 | 570,000 | |
Repayment of borrowings under revolving credit facility | (755,000) | (875,000) | (415,000) | |
Repayment of credit facility acquired in the Merger | (400,000) | 0 | 0 | |
Proceeds from issuance of senior notes | 0 | 170,000 | 0 | |
Debt exchange and debt issuance costs | (19,833) | (6,421) | (6,650) | |
Premiums paid on capped call transactions | 0 | (14,688) | 0 | |
Redemption of senior secured notes | 0 | (127,073) | 0 | |
Proceeds from exercise of stock options | 109 | 132 | 0 | |
Dividends Paid | (14,426) | 0 | 0 | |
Distributions paid to noncontrolling interest owners | 13,465 | 0 | 0 | |
Class A Common Stock repurchased from employees for taxes due upon share vestings | (19,010) | (14,497) | (607) | |
Net cash (used in) provided by financing activities | (106,625) | (297,547) | 147,743 | |
Net increase (decrease) in cash, cash equivalents and restricted cash | 59,997 | 1,596 | (7,204) | |
Cash, cash equivalents and restricted cash, beginning of period | 9,935 | 8,339 | 15,543 | |
Cash, cash equivalents and restricted cash, end of period | 69,932 | 9,935 | 8,339 | |
Supplemental cash flow information | ||||
Cash paid for interest | 60,700 | 57,943 | 69,675 | |
Cash paid for income taxes | 613 | 0 | 0 | |
Supplemental non-cash activity | ||||
Equity issued and long-term debt assumed to acquire oil and gas properties via the Merger | 3,317,797 | 0 | 0 | |
Accrued capital expenditures included in accounts payable and accrued expenses | 166,062 | 29,128 | 23,409 | |
Asset retirement obligations incurred, including revisions to estimates | 22,648 | 249 | (563) | |
Dividends payable | 1,059 | 0 | 0 | |
Senior Secured Notes issued in the debt exchange, net of debt discount | 0 | 0 | 106,030 | |
Restricted Cash and Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | 59,545 | 9,380 | 5,800 | |
Restricted cash | [1] | 10,387 | 555 | 2,539 |
Total cash, cash equivalents and restricted cash | 69,932 | 9,935 | 8,339 | |
Senior Notes Due 2026 | Senior Notes | ||||
Supplemental non-cash activity | ||||
Extinguishment of Debt, Amount | 0 | 0 | (108,632) | |
Senior Notes Due 2027 | Senior Notes | ||||
Supplemental non-cash activity | ||||
Extinguishment of Debt, Amount | $ 0 | $ 0 | $ (140,840) | |
[1]Included in Prepaid and other current assets and Other noncurrent asset as of December 31, 2022 and 2020 and in Prepaid and other current assets as of December 31, 2021 in the consolidated balance sheets . |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY - USD ($) $ in Thousands | Total | Performance Stock Units | Class A | Class C | Common Stock | Common Stock Class A | Common Stock Class A Conversion of common shares from Class C to Class A | Common Stock Class A Performance Stock Units | Common Stock Class C | Common Stock Class C Conversion of common shares from Class C to Class A | Common Stock Convertible Common Stock [Member] | Additional Paid-In Capital | Additional Paid-In Capital Conversion of common shares from Class C to Class A | Additional Paid-In Capital Performance Stock Units | Retained Earnings (Accumulated Deficit) | Total Shareholder’s Equity | Total Shareholder’s Equity Conversion of common shares from Class C to Class A | Total Shareholder’s Equity Performance Stock Units | Non-controlling Interest | Non-controlling Interest Conversion of common shares from Class C to Class A |
Balance, beginning of period at Dec. 31, 2019 | $ 3,270,701 | $ 28 | $ 0 | $ 2,975,756 | $ 282,336 | $ 3,258,120 | $ 12,581 | |||||||||||||
Common shares outstanding at beginning of period (in shares) at Dec. 31, 2019 | 280,650,000 | 1,034,000 | ||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||
Restricted stock issued (in shares) | 10,246,000 | |||||||||||||||||||
Restricted stock issued | $ (1) | (1) | ||||||||||||||||||
Conversion of common shares (in shares) | (1,034,000) | (1,034,000) | ||||||||||||||||||
Conversion of common shares from Class C to Class A, net of tax | (2,208) | $ 0 | $ 0 | $ (8,011) | $ (8,011) | $ (10,219) | ||||||||||||||
Restricted stock forfeited (in shares) | (897,000) | |||||||||||||||||||
Restricted stock used for tax withholding (in shares) | (550,000) | |||||||||||||||||||
Restricted stock used for tax withholding | (607) | (607) | (607) | |||||||||||||||||
Option exercises (in shares) | 163,000 | |||||||||||||||||||
Stock option exercises | 308 | $ 0 | 308 | 308 | ||||||||||||||||
Stock-based compensation | 20,966 | 20,966 | 20,966 | |||||||||||||||||
Net income (loss) | (685,199) | (682,837) | (682,837) | (2,362) | ||||||||||||||||
Common shares outstanding at end of period (in shares) at Dec. 31, 2020 | 290,646,000 | 0 | ||||||||||||||||||
Balance, end of period at Dec. 31, 2020 | 2,603,961 | $ 29 | $ 0 | 3,004,433 | (400,501) | 2,603,961 | 0 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||
Restricted stock issued (in shares) | 6,075,000 | |||||||||||||||||||
Restricted stock issued | $ 0 | 0 | ||||||||||||||||||
Restricted stock forfeited (in shares) | (42,000) | |||||||||||||||||||
Restricted stock used for tax withholding (in shares) | (2,896,000) | |||||||||||||||||||
Restricted stock used for tax withholding | (14,497) | (14,497) | (14,497) | |||||||||||||||||
Stock Issued During Period, Value, Employee Stock Purchase Plan | 96 | 96 | 96 | |||||||||||||||||
Stock Issued During Period, Shares, Employee Stock Ownership Plan | 446,000 | |||||||||||||||||||
Option exercises (in shares) | 32,000 | |||||||||||||||||||
Stock option exercises | $ 132 | 132 | 132 | |||||||||||||||||
Stock-based compensation | 37,541 | 37,541 | 37,541 | |||||||||||||||||
Performance stock issued less stock used for tax withholding | (14,688) | (14,688) | (14,688) | |||||||||||||||||
Net income (loss) | $ 138,175 | 138,175 | 138,175 | 0 | ||||||||||||||||
Common shares outstanding at end of period (in shares) at Dec. 31, 2021 | 284,696,972 | 0 | 294,261,000 | 0 | ||||||||||||||||
Balance, end of period at Dec. 31, 2021 | $ 2,750,720 | $ 29 | $ 0 | 3,013,017 | (262,326) | 2,750,720 | 0 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||
Restricted stock issued (in shares) | 6,692,000 | |||||||||||||||||||
Restricted stock issued | 0 | $ (1) | 1 | 0 | ||||||||||||||||
Restricted stock forfeited (in shares) | (225,000) | |||||||||||||||||||
Restricted stock used for tax withholding (in shares) | (2,396,000) | |||||||||||||||||||
Restricted stock used for tax withholding | (18,102) | (18,102) | (18,102) | |||||||||||||||||
Stock Issued During Period, Value, Employee Stock Purchase Plan | 604 | 604 | 604 | |||||||||||||||||
Stock Issued During Period, Shares, Employee Stock Ownership Plan | 120,000 | |||||||||||||||||||
Option exercises (in shares) | 29,000 | |||||||||||||||||||
Stock option exercises | 109 | 109 | 109 | |||||||||||||||||
Dividends payable | (15,485) | (15,485) | (15,485) | |||||||||||||||||
Distributions to noncontrolling interest owners | (13,465) | (13,465) | ||||||||||||||||||
Stock-based compensation | 116,480 | 116,480 | 116,480 | |||||||||||||||||
Net income (loss) | 749,840 | 515,037 | 515,037 | 234,803 | ||||||||||||||||
Common shares outstanding at end of period (in shares) at Dec. 31, 2022 | 288,532,257 | 269,300,000 | 298,640,000 | 269,300,000 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||
Stock issued during period (in shares) | 269,300,000 | |||||||||||||||||||
Stock issued during period | 2,087,207 | $ 27 | (412,734) | (412,707) | 2,499,914 | |||||||||||||||
Taxes payable attributable to noncontrolling interest owners | (704) | (704) | ||||||||||||||||||
Share-based Payment Arrangement, Shares Withheld for Tax Withholding Obligation | 159,000 | |||||||||||||||||||
Share-based Payment Arrangement, Decrease for Tax Withholding Obligation | $ (908) | $ (908) | $ (908) | |||||||||||||||||
Balance, end of period at Dec. 31, 2022 | $ 5,656,296 | $ 30 | $ 27 | $ 2,698,465 | $ 237,226 | $ 2,935,748 | $ 2,720,548 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 1—Basis of Presentation and Summary of Significant Accounting Policies Description of Business Permian Resources Corporation is an independent oil and natural gas company focused on the responsible acquisition, optimization and development of crude oil and associated liquids-rich natural gas reserves. 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 “Permian Resources” or the “Company” are to Permian Resources Corporation and its consolidated subsidiary, Permian Resources Operating, LLC (“OpCo”, which was formerly Centennial Resource Production, LLC or “CRP”). On September 1, 2022, CRP completed its merger (the “Merger”) with Colgate Energy Partners III, LLC (“Colgate”). Refer to Note 2—Business Combination for further information regarding the Merger. In connection with the closing of the Merger, the Company changed its name from “Centennial Resource Development, Inc.” to “Permian Resources Corporation” and transferred the listing of its Class A Common Stock to the New York Stock Exchange under the ticker symbol “PR”. Principles of Consolidation and Basis of Presentation The consolidated financial statements include the accounts of the Company, its subsidiary OpCo and OpCo’s wholly-owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the United States Securities and Exchange Commission (“SEC”). All intercompany balances and transactions have been eliminated in consolidation. Noncontrolling interests represent third-party ownership in OpCo and is presented as a component of equity. See Note 10—Shareholders' Equity and Noncontrolling Interest for a discussion of noncontrolling interest. Certain prior period amounts have been reclassified to conform to the current presentation in the accompanying consolidated financial statements. Such reclassifications had no impact on net income, cash flows or shareholders’ equity previously reported. 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 of 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 value of certain stock-based compensation awards. Cash and Cash Equivalents and Restricted Cash The Company considers all highly liquid instruments with an original maturity of three months or less at the time of issuance to be cash equivalents. The carrying value of cash and cash equivalents approximates fair value because of the short-term maturity of these investments. From time to time, the Company is required to maintain cash in separate accounts, the use of which is restricted by the terms of contracted arrangements. Such amounts are included in Prepaid and other current assets and Other noncurrent assets as of December 31, 2022 and Prepaid and other current assets as of December 31, 2021 in the consolidated balance sheets. Accounts Receivable Accounts receivable consists mainly of receivables from oil and natural gas purchasers and from joint interest owners on properties the Company operates. For receivables from joint interest owners, the Company typically has the ability to withhold future revenue disbursements to recover non-payment of joint interest billings. Accordingly, the Company’s oil and natural gas receivables are generally collected, and the Company has minimal bad debts. Although diversified among many companies, collectability is dependent upon the financial wherewithal of each individual company and is influenced by the general economic conditions of the industry. Receivables are not collateralized, and the Company therefore establishes an allowance for doubtful accounts equal to the portions of its accounts receivable for which collectability is not reasonably assured. Th e Company had no allowance for doubtful accounts as of December 31, 2022 and $0.1 million as of December 31, 2021. Credit Risk and Other Concentrations Permian Resources is exposed to credit risk in the event of nonpayment by counterparties. The Company normally sells production to a relatively small number of customers, as is customary in its business. The table below summarizes the purchasers that accounted for 10% or more of the Company’s total net revenues for the periods presented: Year Ended December 31, 2022 2021 2020 BP America 34 % 50 % 47 % Shell Trading (US) Company 21 % 22 % 20 % Enterprise Crude Oil, LLC 18 % — % 4 % Eagleclaw Midstream Ventures, LLC 8 % 11 % 8 % During these periods, no other purchaser accounted for 10% or more of the Company’s net revenues. The loss of any of the Company’s major purchasers could materially and adversely affect its revenues in the short-term. However, based on the demand for oil and natural gas and the availability of other purchasers, the Company believes that the loss of any major purchaser would not have a material adverse effect on its financial condition and results of operations because crude oil and natural gas are fungible products with well-established markets and numerous purchasers. By using derivative instruments to economically hedge exposures to changes in commodity prices, the Company also exposes itself to credit risk. When the fair value of a derivative contract is positive, the counterparty owes the Company, which creates credit risk. The Company minimizes the credit risk in derivative instruments by: (i) limiting its exposure to any single counterparty; and (ii) only entering into hedging arrangements with counterparties that are also participants in OpCo’s credit agreement, all of which have investment-grade credit ratings. Oil and Natural Gas Properties The Company’s oil and natural gas producing activities are accounted for using the successful efforts method of accounting. Under the successful efforts method, the costs incurred to acquire, drill, and complete development wells are capitalized to proved properties. Exploration costs, including personnel and other internal costs, geological and geophysical expenses and delay rentals for oil and gas leases, are charged to expense as incurred. Costs of drilling exploratory wells, on the other hand, are initially capitalized but are charged to expense if the well is determined to be unsuccessful. Costs to operate, repair and maintain wells and field equipment are expensed as incurred. The Company capitalizes interest on expenditures made in connection with exploration and development projects that are not subject to current amortization. Interest is capitalized only for the period that activities are in process to bring the projects to their intended use. Capitalized interest cannot exceed interest expense for the period capitalized. The Company capitalized interest of $3.0 million, $1.8 million and $2.1 million during the years ended December 31, 2022, 2021 and 2020, respectively. Proved Properties. Costs incurred to obtain access to proved reserves and to provide facilities for extracting, treating, gathering and storing oil, natural gas and NGLs are capitalized. All costs incurred to drill and equip successful exploratory wells, development wells, development-type stratigraphic test wells, extension wells and service wells, are capitalized. Capitalized proved property acquisition and development costs are depleted using a units-of production method based on the remaining life of proved and proved developed reserves, respectively. Net carrying values of retired, sold or abandoned properties that constitute less than a complete unit of depreciable property are charged or credited, net of proceeds, to accumulated depreciation, depletion and amortization unless doing so significantly affects the unit-of-production amortization rate, in which case a gain or loss is recognized. Gains or losses from the disposal of complete units of depreciable property are recognized to the consolidated statements of operations. The Company reviews its proved oil and natural gas properties for impairment whenever events and circumstances indicate that there could be a possible decline in the recoverability of the carrying amount of such property. The Company estimates the expected future cash flows of its oil and natural gas properties and compares these undiscounted cash flows to the carrying amount of the oil and natural gas properties to determine if the carrying amount is recoverable. If the carrying amount exceeds the estimated undiscounted future cash flows, the Company will write down the carrying amount of the oil and natural gas properties to fair value. The factors used to determine fair value include, but are not limited to, estimates of reserves, future commodity prices, future production estimates, estimated future capital and operating expenditures and discount rates, which are based on a weighted average cost of capital. There were no impairments of proved oil and natural gas properties for the years ended December 31, 2022 and 2021. For the year ended December 31, 2020 a non-cash impairment of $591.8 million for proved oil and natural gas properties was recorded as a result of depressed oil and natural gas commodity prices. Refer to Note 9—Fair Value Measurements for additional information on the 2020 impairment charge. Unproved Properties. Unproved properties consist of costs to acquire undeveloped leases as well as costs to acquire unproved reserves, and they are both capitalized as incurred. These consist of costs incurred in obtaining a mineral interest or a right in a property such as a lease, in addition to broker fees, recording fees and other similar costs related to acquiring properties. Leasehold costs are classified as unproved until proved reserves are discovered on or otherwise attributed to the property, at which time the related unproved property costs are transferred to proved oil and natural gas properties. The Company evaluates significant unproved properties for impairment based on remaining lease term, drilling results, reservoir performance, seismic interpretation or changes in future plans to develop acreage. Unproved properties that are not individually significant are aggregated by prospect or geographically, and the portion of such costs estimated to be nonproductive prior to lease expiration is amortized over the average holding period. The estimate of what could be nonproductive is based on the Company’s historical experience or other information, including current drilling plans and existing geological data. Impairment and amortization of unproved properties are included in Impairment and abandonment expense in the consolidated statements of operations. Other Property and Equipment Other property and equipment includes office furniture and equipment, buildings, vehicles, computer hardware and software and is recorded at cost. These assets are depreciated using the straight-line method over their estimated useful lives which range from three Debt Issuance Costs and Discount Debt issuance costs related to the Company’s revolving credit facility are included in the line item Other Noncurrent Assets in the consolidated balance sheets. These costs are amortized to interest expense on a straight-line basis over the borrowing term. Issuance costs incurred in connection with the Company’s senior notes offerings and any related issuance discount are deferred and charged to interest expense over the term of the agreement; however, these amounts are reflected as a reduction of the related obligation in the line item Long-term debt on the consolidated balance sheets. Derivative Financial Instruments In order to mitigate its exposure to oil and natural gas price volatility, the Company may periodically use derivative instruments, such as swaps, costless collars, basis swaps, and other similar agreements. To the extent legal right of offset exists with a counterparty, the Company reports derivative assets and liabilities on a net basis. The Company records derivative instruments in its consolidated balance sheets as either an asset or liability measured at fair value. The commodity derivative instruments are accounted for using mark-to-market accounting where all gains and losses are recognized in earnings during the period in which they are incurred. The Company’s derivatives have not been designated as hedges for accounting purposes. Asset Retirement Obligations The Company recognizes a liability for the estimated future costs associated with abandonment of its oil and natural gas properties. A liability for the fair value of an asset retirement obligation and corresponding increase to the carrying value of the related long-lived asset are recorded at the time a well is drilled or acquired. The fair value of the liability recognized is based on the present value of the estimated future cash outflows associated with its plug and abandonment obligations. The Company depletes the amount added to proved oil and natural gas property costs and recognizes expense in connection with the accretion of the discounted liability over the remaining estimated economic lives of the respective oil and natural gas properties. Revisions typically occur due to changes in estimated abandonment costs or well economic lives, or if federal or state regulators enact new requirements regarding the abandonment of wells. Revenue Recognition The Company derives revenue primarily from the sale of produced oil, natural gas, and NGLs. Revenue is recognized when a performance obligation is satisfied by transferring control of the produced oil, natural gas or NGLs to the customer. For all commodity products, the Company records revenue in the month production is delivered to the purchaser based on estimates of the amount of production delivered to the purchaser and the price the Company will receive. Payments are generally received between 30 and 90 days after the date of production. Variances between estimated sales and actual amounts received are insignificant and are recorded in the month payment is received. Refer to Note 15—Revenues for additional information. Income Taxes The Company is subject to U.S. federal, state and local income taxes with respect to its allocable share of any taxable income or loss of OpCo, as well as any stand-alone income or loss generated by the Company. As of the date of the Merger, OpCo is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, OpCo is not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by OpCo is passed through to and included in the taxable income or loss of its members, including the Company, on a pro rata basis. Prior to the Merger, OpCo was fully owned by the Company and all income and loss was taxable. Income taxes are recognized based on earnings reported for tax return purposes and provisions recorded for deferred income taxes. Deferred income tax assets and liabilities are recognized based on temporary differences resulting from: (i) net operating loss carryforwards for income tax purposes, and (ii) differences between the amounts recorded to the consolidated financial statements and the tax basis of assets and liabilities, as measured using enacted statutory tax rates in effect at the end of a period. The effect of a change in tax rates or tax laws is recognized in income during the period such changes are enacted. A valuation allowance for deferred tax assets is established when it is more likely than not that some portion of the benefit from deferred tax assets will not be realized. Stock-Based Compensation The Company’s stock-based compensation consists of equity grants of restricted stock, stock options, and performance stock units to employees and directors, an employee stock purchase plan which is available to eligible employees, and grants of restricted stock units and performance stock units that are settled in cash. The Company determines compensation expense related to all equity-based awards based on their estimated fair value, and such expense is recognized on a straight-line basis over the applicable service period of the award. For cash settled awards classified as liabilities, compensation expense is estimated based on the fair value of the awards as of the balance sheet date, and such expense is recognized ratably over the period in which the award is expected to be paid. See Note 7—Stock-Based Compensation for additional information regarding the Company’s stock-based compensation. Earnings (Loss) Per Share Basic earnings per share (“EPS”) is calculated by dividing net income attributable to the Company’s Class A Common Stock by the weighted average shares of Class A Common Stock outstanding during each period. Dilutive EPS is calculated by dividing adjusted net income attributable to Class A Common Stock by the weighted average shares of diluted Class A Common Stock outstanding, which includes the effect of potentially dilutive securities. See Note 11—Earnings Per Share for additional information regarding the Company’s computation of EPS. Segment Reporting The Company operates in only one industry segment which is the exploration and production of oil and natural gas. All of its operations are conducted in one geographic area of the United States. All revenues are derived from customers located in the United States. |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
Business Combination and Property Divestiture | Note 2—Business Combination 2022 Business Combination Colgate Merger On May 19, 2022, the Company entered into a Business Combination Agreement (the “Merger Agreement”) with CRP, Colgate, and Colgate Energy Partners III MidCo, LLC (the “Colgate Unit holder”). The Merger Agreement provided for the combination of CRP and Colgate in a merger of equals transaction, with CRP (which was renamed Permian Resources Operating, LLC or “OpCo” following the Merger) continuing as the surviving legal entity in the Merger and a subsidiary of the Company. Colgate was an independent oil and gas exploration and development company with properties located in the Delaware Basin. Colgate’s assets consisted of approximately 105,000 net leasehold acres and 25,000 net royalty acres located primarily in Reeves and Ward Counties in Texas and Eddy County in New Mexico. The Merger was completed to provide increases to our operational and financial scale, drive accretion across our key financial and operating metrics, and enhance the combined company’s shareholder returns. On September 1, 2022, the Merger was completed, and all membership interests in CRP issued and outstanding immediately prior to the closing were converted into units of Permian Resources Operating, LLC (“Common Units”) equal to the number of shares of the Company’s Class A Common Stock that were outstanding immediately prior to the closing. All of the Colgate Unit holder’s membership interests in Colgate were exchanged for 269,300,000 shares of Class C Common Stock, 269,300,000 Common Units and $525 million in cash consideration. Following the closing of the Merger, the Colgate Unit holder distributed the merger consideration to its equity holders (the “Colgate Owners”), who collectively continue to own in the aggregate 100% of the outstanding shares of Class C Common Stock of the Company and approximately 48% of the outstanding Common Units in OpCo, which represents a noncontrolling interest in OpCo. This ownership of all the Company’s shares of Class C Common Stock by the Colgate Owners represents approximately 48% of the Company’s total outstanding shares of Class A Common Stock and Class C Common Stock taken together (the “Common Stock”). Refer to Note 10—Shareholders' Equity and Noncontrolling Interest for additional information on the equity structure of the Company following the Merger. Purchase Price Allocation The Merger has been accounted for as a business combination using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations , with the Company being identified as the accounting acquirer. Under the acquisition method of accounting, the assets acquired and liabilities assumed are recorded at their respective fair values as of the Merger closing date, which requires judgment and certain assumptions to be made. Oil and natural gas properties were valued using an income based approach which incorporates a discounted cash flow method. The fair value of Colgate’s outstanding senior notes was based on unadjusted quoted prices for these same notes in an active market. The value of derivative instruments was based on Level 2 inputs similar to the Company's other commodity price derivatives. Refer to Note 9—Fair Value Measurements for additional information on fair value measurements. As of the date of this filing, the fair value of assets acquired and liabilities assumed are not complete and adjustments may be made. The Company expects to complete the purchase price allocation during the 12-month period subsequent to the Merger closing date. The following table represents the merger consideration and purchase price allocation of the identifiable assets acquired and the liabilities assumed based on their respective fair values as of the closing date of the Merger. (in thousands, except share and per share data) Merger Consideration Share consideration Shares of Class C Common Stock issued to Colgate Unitholder 269,300,000 Class C Common Stock per share fair value on September 1, 2022 (1) $ 7.30 Fair value of noncontrolling interest that resulted from Class C Common Stock issuance $ 1,967,053 Cash consideration $ 525,000 Total Merger Consideration $ 2,492,053 Fair value of assets acquired: Purchase Price Allocation Cash and cash equivalents $ 28,329 Account receivable, net 153,288 Derivative instruments 71,961 Prepaid and other assets 10,671 Unproved oil and natural gas properties 633,025 Proved oil and natural gas properties 3,297,400 Other property and equipment, net 4,175 Operating lease right-of-use assets 21,894 Total assets acquired $ 4,220,743 Fair value of liabilities assumed: Accounts payable and accrued expenses $ 330,236 Operating lease liabilities 26,232 Derivative instruments 322 Long-term debt, net 1,350,744 Asset retirement obligations 21,156 Total liabilities assumed $ 1,728,690 Net assets acquired $ 2,492,053 (1) The fair value ascribed to the Company’s Class C Common Stock, that was issued as part of merger consideration, was determined by applying a valuation discount to the share price of the Company’s Class A Common Stock as of the Merger closing date. This discount was determined using a Finnerty model, which considers the lack of marketability of the Class C Common Stock associated with its 180-day minimum holding period required per the terms of the Merger Agreement. The valuation model considers expected volatility based on the historical volatility of the Company’s Class A Common Stock, a risk-free interest rate based on U.S. Treasury yield curves, and the Company’s current dividend yield. Post-Acquisition Operating Results Since the September 1, 2022 closing date of the Merger, the results of operations for Colgate have been included in the Company’s consolidated financial statements. For the year ended December 31, 2022, ap proximately $564.0 million of operating revenues and $132.4 million of direct operating expenses attributable to Colgate’s business have been included in the consolidated statements of operations. In connection with the Merger, the Company incurred certain merger-related integration and transaction costs that are expensed as incurred . For the year ended December 31, 2022, the Com pany recognized total transaction costs of $77.4 million, which are included in Merger and integration expense in the consolidated statements of operations. These costs primarily relate to bankers’ advisory fees, legal costs, accounting and consultancy fees, as well as severance and related benefits for employees that were terminated in connection with the Merger. Supplemental Unaudited Pro Forma Financial Information The following supplemental unaudited pro forma financial information (“pro forma information”) for the year ended December 31, 2022 and 2021 has been prepared from the respective historical consolidated financial statements of the Company and Colgate and has been adjusted to reflect the Merger as if it had occurred on January 1, 2021. The pro forma information reflects transaction accounting adjustments that the Company believes are factually supportable and that are expected to have a continuing impact on the results of operations, with the exception of certain nonrecurring items incurred in connection with the Merger. The pro forma information does not include any cost savings or other synergies that may result from the Merger or any estimated costs that will be incurred by the Company to integrate the Colgate assets. The pro forma information is not necessarily indicative of the results that might have occurred had the Merger occurred in the past and is not intended to be a projection of future results. Future results may vary significantly from the results reflected in the following pro forma information. Year Ended December 31, 2022 2021 Total Revenue $ 3,233,675 $ 1,897,578 Net Income (loss) 489,596 (41,370) Earnings (loss) per share: Basic $ 1.70 $ (0.15) Diluted 1.52 (0.15) |
Property Divestiture
Property Divestiture | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combination and Property Divestiture | Note 2—Business Combination 2022 Business Combination Colgate Merger On May 19, 2022, the Company entered into a Business Combination Agreement (the “Merger Agreement”) with CRP, Colgate, and Colgate Energy Partners III MidCo, LLC (the “Colgate Unit holder”). The Merger Agreement provided for the combination of CRP and Colgate in a merger of equals transaction, with CRP (which was renamed Permian Resources Operating, LLC or “OpCo” following the Merger) continuing as the surviving legal entity in the Merger and a subsidiary of the Company. Colgate was an independent oil and gas exploration and development company with properties located in the Delaware Basin. Colgate’s assets consisted of approximately 105,000 net leasehold acres and 25,000 net royalty acres located primarily in Reeves and Ward Counties in Texas and Eddy County in New Mexico. The Merger was completed to provide increases to our operational and financial scale, drive accretion across our key financial and operating metrics, and enhance the combined company’s shareholder returns. On September 1, 2022, the Merger was completed, and all membership interests in CRP issued and outstanding immediately prior to the closing were converted into units of Permian Resources Operating, LLC (“Common Units”) equal to the number of shares of the Company’s Class A Common Stock that were outstanding immediately prior to the closing. All of the Colgate Unit holder’s membership interests in Colgate were exchanged for 269,300,000 shares of Class C Common Stock, 269,300,000 Common Units and $525 million in cash consideration. Following the closing of the Merger, the Colgate Unit holder distributed the merger consideration to its equity holders (the “Colgate Owners”), who collectively continue to own in the aggregate 100% of the outstanding shares of Class C Common Stock of the Company and approximately 48% of the outstanding Common Units in OpCo, which represents a noncontrolling interest in OpCo. This ownership of all the Company’s shares of Class C Common Stock by the Colgate Owners represents approximately 48% of the Company’s total outstanding shares of Class A Common Stock and Class C Common Stock taken together (the “Common Stock”). Refer to Note 10—Shareholders' Equity and Noncontrolling Interest for additional information on the equity structure of the Company following the Merger. Purchase Price Allocation The Merger has been accounted for as a business combination using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations , with the Company being identified as the accounting acquirer. Under the acquisition method of accounting, the assets acquired and liabilities assumed are recorded at their respective fair values as of the Merger closing date, which requires judgment and certain assumptions to be made. Oil and natural gas properties were valued using an income based approach which incorporates a discounted cash flow method. The fair value of Colgate’s outstanding senior notes was based on unadjusted quoted prices for these same notes in an active market. The value of derivative instruments was based on Level 2 inputs similar to the Company's other commodity price derivatives. Refer to Note 9—Fair Value Measurements for additional information on fair value measurements. As of the date of this filing, the fair value of assets acquired and liabilities assumed are not complete and adjustments may be made. The Company expects to complete the purchase price allocation during the 12-month period subsequent to the Merger closing date. The following table represents the merger consideration and purchase price allocation of the identifiable assets acquired and the liabilities assumed based on their respective fair values as of the closing date of the Merger. (in thousands, except share and per share data) Merger Consideration Share consideration Shares of Class C Common Stock issued to Colgate Unitholder 269,300,000 Class C Common Stock per share fair value on September 1, 2022 (1) $ 7.30 Fair value of noncontrolling interest that resulted from Class C Common Stock issuance $ 1,967,053 Cash consideration $ 525,000 Total Merger Consideration $ 2,492,053 Fair value of assets acquired: Purchase Price Allocation Cash and cash equivalents $ 28,329 Account receivable, net 153,288 Derivative instruments 71,961 Prepaid and other assets 10,671 Unproved oil and natural gas properties 633,025 Proved oil and natural gas properties 3,297,400 Other property and equipment, net 4,175 Operating lease right-of-use assets 21,894 Total assets acquired $ 4,220,743 Fair value of liabilities assumed: Accounts payable and accrued expenses $ 330,236 Operating lease liabilities 26,232 Derivative instruments 322 Long-term debt, net 1,350,744 Asset retirement obligations 21,156 Total liabilities assumed $ 1,728,690 Net assets acquired $ 2,492,053 (1) The fair value ascribed to the Company’s Class C Common Stock, that was issued as part of merger consideration, was determined by applying a valuation discount to the share price of the Company’s Class A Common Stock as of the Merger closing date. This discount was determined using a Finnerty model, which considers the lack of marketability of the Class C Common Stock associated with its 180-day minimum holding period required per the terms of the Merger Agreement. The valuation model considers expected volatility based on the historical volatility of the Company’s Class A Common Stock, a risk-free interest rate based on U.S. Treasury yield curves, and the Company’s current dividend yield. Post-Acquisition Operating Results Since the September 1, 2022 closing date of the Merger, the results of operations for Colgate have been included in the Company’s consolidated financial statements. For the year ended December 31, 2022, ap proximately $564.0 million of operating revenues and $132.4 million of direct operating expenses attributable to Colgate’s business have been included in the consolidated statements of operations. In connection with the Merger, the Company incurred certain merger-related integration and transaction costs that are expensed as incurred . For the year ended December 31, 2022, the Com pany recognized total transaction costs of $77.4 million, which are included in Merger and integration expense in the consolidated statements of operations. These costs primarily relate to bankers’ advisory fees, legal costs, accounting and consultancy fees, as well as severance and related benefits for employees that were terminated in connection with the Merger. Supplemental Unaudited Pro Forma Financial Information The following supplemental unaudited pro forma financial information (“pro forma information”) for the year ended December 31, 2022 and 2021 has been prepared from the respective historical consolidated financial statements of the Company and Colgate and has been adjusted to reflect the Merger as if it had occurred on January 1, 2021. The pro forma information reflects transaction accounting adjustments that the Company believes are factually supportable and that are expected to have a continuing impact on the results of operations, with the exception of certain nonrecurring items incurred in connection with the Merger. The pro forma information does not include any cost savings or other synergies that may result from the Merger or any estimated costs that will be incurred by the Company to integrate the Colgate assets. The pro forma information is not necessarily indicative of the results that might have occurred had the Merger occurred in the past and is not intended to be a projection of future results. Future results may vary significantly from the results reflected in the following pro forma information. Year Ended December 31, 2022 2021 Total Revenue $ 3,233,675 $ 1,897,578 Net Income (loss) 489,596 (41,370) Earnings (loss) per share: Basic $ 1.70 $ (0.15) Diluted 1.52 (0.15) |
Property Divestiture | Note 3—Property Divestiture On December 1, 2021, the Company completed the sale of approximately 6,200 net leasehold acres for an unadjusted sales price of $101 million. The divested assets represent non-core acreage that was mostly undeveloped but also contained 20 producing wells located on the southernmost portion of the Company’s position in Reeves County, Texas. This divestiture represented the sale of an entire field, which resulted in a net gain on sale of $33.9 million. The Company used the net proceeds from the sale to repay a portion of its borrowings outstanding under its Credit Agreement. |
Accounts Receivable, Accounts P
Accounts Receivable, Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Accounts Receivable, Accounts Payable and Accrued Expenses | Note 4—Accounts Receivable, Accounts Payable and Accrued Expenses Accounts receivable are comprised of the following: (in thousands) December 31, 2022 December 31, 2021 Accrued oil and gas sales receivable, net $ 206,266 $ 57,287 Joint interest billings, net 58,375 12,449 Accrued derivative settlements receivable 16,999 — Other 1,206 1,559 Accounts receivable, net $ 282,846 $ 71,295 Accounts payable and accrued expenses are comprised of the following: (in thousands) December 31, 2022 December 31, 2021 Accounts payable $ 51,443 $ 9,736 Accrued capital expenditures 133,854 24,377 Revenues payable 250,120 40,438 Accrued employee compensation and benefits 33,897 17,218 Accrued interest 45,627 15,259 Accrued derivative settlements payable 2,342 8,591 Accrued expenses and other 44,873 14,637 Accounts payable and accrued expenses $ 562,156 $ 130,256 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Note 5—Long-Term Debt The following table provides information about the Company’s long-term debt as of the dates indicated: (in thousands) December 31, 2022 December 31, 2021 Credit Facility due 2027 $ 385,000 $ 25,000 Senior Notes 5.375% Senior Notes due 2026 289,448 289,448 7.750% Senior Notes due 2026 300,000 — 6.875% Senior Notes due 2027 356,351 356,351 3.25% Convertible Senior Notes due 2028 170,000 170,000 5.875% Senior Notes due 2029 700,000 — Unamortized debt issuance costs on Senior Notes (10,994) (13,279) Unamortized debt discount (49,007) (1,955) Senior Notes, net 1,755,798 800,565 Total long-term debt, net $ 2,140,798 $ 825,565 Credit Agreement On February 18, 2022, OpCo, 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 its previous credit facility that was set to mature in May 2023. The restated Credit Agreement extended its maturity date to February 2027. On July 15, 2022, OpCo and the Company entered into the first amendment to its Credit Agreement (the “Amendment”). The Amendment increased the elected commitments under the Credit Agreement to $1.5 billion from $750 million, increased the borrowing base to $2.5 billion from $1.15 billion, and became effective as of the September 1, 2022 Merger closing date. As of December 31, 2022, the Company had $385 million in borrowings outstanding and $1.1 billion in available borrowing capacity, which was net of $5.8 million in letters of credit outstanding, under its credit 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 was set at $1.5 billion, or (iii) $3.0 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 OpCo’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, OpCo could be required to immediately repay a portion of its debt outstanding. Borrowings under the Credit Agreement are guaranteed by certain of OpCo’s subsidiaries, including entities that became subsidiaries of OpCo through the Merger. 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 175 to 275 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 75 to 175 basis points, depending on the percentage of the borrowing base utilized. OpCo also pays a commitment fee of 38 to 50 basis points on unused elected commitment amounts under its facility. 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 OpCo to maintain compliance with the following financial ratios: (i) a current ratio, which is the ratio of OpCo’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 (ii) a leverage ratio, as defined within the Credit Agreement as the ratio of total funded debt to consolidated EBITDAX (as defined within the Credit Agreement) for the most recent quarter annualized, of not greater than 3.5 to 1.0. The Credit Agreement includes fall away covenants, lower interest rates and reduced collateral requirements that OpCo may elect if OpCo is assigned an Investment Grade Rating (as defined within the Credit Agreement). OpCo was in compliance with the covenants and applicable financial ratios described above as of December 31, 2022. Convertible Senior Notes On March 19, 2021, OpCo issued $150 million in aggregate principal amount of 3.25% senior unsecured convertible notes due 2028 (the “Convertible Senior Notes”). On March 26, 2021, OpCo 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 OpCo 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, which commenced on October 1, 2021. The Convertible Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Company and each of OpCo’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. As of December 31, 2022, certain conditions have been met, and as a result, noteholders have the right to convert their Convertible Senior Notes during the first quarter of 2023. OpCo can settle conversions by paying or delivering, as applicable, cash, shares of Class A Common Stock, or a combination of cash and shares of Class A Common Stock, at OpCo’s election. The initial conversion rate is 159.2610 shares of Class A Common Stock per $1,000 principal amount of Convertible Senior Notes, which represents an initial conversion price of approximately $6.28 per share of Class A 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 OpCo and are exchangeable into shares of the Company’s Class A Common Stock. OpCo 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 Class A 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 OpCo sends the related redemption notice; and (ii) also on the trading day immediately before the date OpCo sends such notice. If certain corporate events occur, including certain business combination transactions involving the Company or OpCo or a stock de-listing with respect to the Class A Common Stock, noteholders may require OpCo 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, OpCo 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 item Long-term debt, net in the consolidated balance sheets. As of December 31, 2022, the net liability recorded related to the Convertible Senior Notes was $165.0 million. Capped Called Transactions In connection with the issuance of the Convertible Senior Notes in March 2021, OpCo 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 Class A Common Stock that initially underlie the Convertible Senior Notes and are expected to (i) generally reduce potential dilution to the Class A Common Stock upon a conversion of the Convertible Senior Notes, and/or (ii) offset any cash payments OpCo 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 Class A Common Stock and an initial capped price of $8.4525 per share of Class A 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 September 1, 2022, in connection with the Merger, the Company entered into supplemental indentures whereby all of Colgate’s outstanding senior notes were assumed and became the senior unsecured debt of OpCo. The senior notes assumed by OpCo included $300 million of 7.75% senior notes due 2026 (the “2026 Colgate Senior Notes”) and $700 million of 5.875% senior notes due 2029 (the “2029 Colgate Senior Notes,” and together with the 2026 Colgate Senior Notes, the “Colgate Senior Notes”). The Company recorded the Colgate Senior Notes at their fair values as of the Merger closing date, which were equal to 100% of par for the 2026 Colgate Senior Notes and 92.96% of par (a $49.3 million debt discount) for the 2029 Colgate Senior Notes. Interest on the 2026 Colgate Senior Notes is paid semi-annually each February 15 and August 15 and interest on the 2029 Colgate Senior Notes is paid semi-annually each January 1 and July 1. On March 15, 2019, OpCo issued $500.0 million of 6.875% senior unsecured 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 OpCo 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, OpCo issued at par $400.0 million of 5.375% senior unsecured notes due 2026 (the “2026 Senior Notes” and collectively with the 2027 Senior Notes and the Colgate Senior Notes, the “Senior Unsecured Notes”) in an 144A private placement that resulted in net proceeds to OpCo 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 December 31, 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 OpCo’s current subsidiaries that guarantee OpCo’s Credit Agreement. At any time prior to January 15, 2021 (for the 2026 Senior Notes), April 1, 2022 (for the 2027 Senior Notes), February 15, 2024 (for the 2026 Colgate Senior Notes), and July 1, 2024 (for the 2029 Colgate Senior Notes) the “Optional Redemption Dates,” OpCo may, on any one or more occasions, redeem up to 35% of the aggregate principal amount of each 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), 106.875% (for the 2027 Senior Notes), 107.750% (for the 2026 Colgate Senior Notes), and 105.875% (for the 2029 Colgate Senior Notes) of the principal amount of the Senior Unsecured Notes of the applicable series redeemed, plus 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 Optional Redemption Dates, OpCo 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, OpCo 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 OpCo experiences certain defined changes of control (and, in some cases, followed by a ratings decline), each holder of the Senior Unsecured Notes may require OpCo 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 OpCo’s ability and the ability of OpCo’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 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. OpCo was in compliance with these covenants as of December 31, 2022 and through the filing of this Annual 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% (or in the case of the Colgate Senior Notes, 30%) 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 OpCo, any restricted subsidiary of OpCo 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. |
Asset Retirement Obligations
Asset Retirement Obligations | 12 Months Ended |
Dec. 31, 2022 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligations | Note 6—Asset Retirement Obligations The following table summarizes changes in the Company’s asset retirement obligations (“ARO”) that are associated with its oil and gas properties for the periods presented: (in thousands) December 31, 2022 December 31, 2021 Asset retirement obligations, beginning of period $ 17,240 $ 17,009 Liabilities assumed in the Merger 21,156 — Liabilities incurred 1,584 194 Liabilities divested and settled (546) (1,226) Accretion expense 1,605 1,208 Revision to estimated cash flows (92) 55 Asset retirement obligations, end of period $ 40,947 $ 17,240 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 the 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. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 7—Stock-Based Compensation On April 27, 2022, the stockholders of the Company approved the second amended and restated 2016 Long Term Incentive Plan (the “LTIP”), which, among other things, increased the number of shares of Class A 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. The following table summarizes stock-based compensation expense recognized for the periods presented: Year Ended December 31, (in thousands) 2022 2021 2020 Equity Awards Restricted stock $ 36,825 $ 33,162 $ 15,355 Stock option awards 80 737 1,980 Performance stock units 79,282 3,350 3,312 Other stock-based compensation expense (1) 293 292 319 Total stock-based compensation - equity awards 116,480 37,541 20,966 Liability Awards Restricted stock units — 4,392 1,788 Performance stock units (14,789) 22,360 1,814 Total stock-based compensation - liability awards (14,789) 26,752 3,602 Total stock-based compensation expense $ 101,691 $ 64,293 $ 24,568 (1) Includes expenses related to the Company’s Employees 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 Class A 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”). In connection with the Merger, the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) approved a resolution to extend severance benefits under the Company’s Second Amended and Restated Severance Plan (the “Severance Plan”) to employees that experience a Qualifying Termination (as defined in the Severance Plan) following the Merger. As a result, affected employees of the Company will receive an accelerated vesting of their unvested restricted stock awards and PSUs upon termination, which will change the terms of the vesting conditions and will be treated as modifications in accordance with ASC Topic 718. During the year ended December 31, 2022, twenty-three employees and two non-employee directors were terminated and received accelerated vesting of their unvested stock awards and PSUs. These modifications resulted in an increase to total stock-based compensation expense of $46.5 million as a result of the change in the fair value of the modified awards, which was fully recognized during the year ended December 31, 2022. Restricted Stock The following table provides a summary of the restricted stock activity during the year ended December 31, 2022: Restricted Stock Weighted Average Fair Value Unvested balance as of December 31, 2021 10,143,687 $ 2.85 Granted 6,082,740 7.92 Vested (7,728,525) 4.61 Forfeited (315,197) 6.88 Unvested balance as of December 31, 2022 8,182,705 6.03 The Company grants service-based restricted stock to certain officers and employees, which either vests ratably over a three-year service period or cliff vests upon a five-year service period, and to directors, which vest over a one-year service period. Compensation cost for these service-based restricted stock grants is based on the closing market price of the Company’s Class A Common Stock on the grant date, and such costs are recognized ratably over the applicable vesting period. The weighted average fair value for restricted stock granted was $7.92, $5.25 and $1.12 per share for the years ended December 31, 2022, 2021 and 2020, respectively. The total fair value of restricted stock that vested for the years ended December 31, 2022, 2021 and 2020 was $35.7 million, $15.1 million and $17.4 million, respectively. Unrecognized compensation cost related to restricted shares that were unvested as of December 31, 2022 was $41.1 million, which the Company expects to recognize over a weighted average period of 2.6 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 price of the Company’s Class A 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. The Company estimates the fair value using the Black-Scholes option-pricing model. Expected volatilities are based on the weighted average historical volatilities of the Company and an identified set of comparable companies. Expected term is based on the simplified method and is estimated as the mid-point between the weighted average vesting term and the time to expiration as of the grant date. The Company uses U.S. Treasury bond rates in effect at the grant date for its risk-free interest rates. The following table summarizes the assumptions and related information used to determine the grant-date fair value of stock options awarded for the periods presented. No stock options were granted during the years ended December 31, 2022 and 2021. Year Ended December 31, 2020 Weighted average grant-date fair value per share $ 1.16 Expected term (in years) 6 Expected stock volatility 86 % Dividend yield — Risk-free interest rate 1.0 % The following table provides information about stock option awards outstanding during the year ended December 31, 2022: Options Weighted Average Exercise Price Weighted Average Remaining Term (in years) Aggregate Intrinsic Value Outstanding as of December 31, 2021 2,212,798 $ 15.31 Granted — — Exercised (29,833) 3.95 $ 153 Forfeited (2,500) 7.58 Expired (123,998) 16.02 Outstanding as of December 31, 2022 2,056,467 15.44 4.1 $ 543 Exercisable as of December 31, 2022 2,027,463 15.62 4.1 $ 344 The total fair value of stock options that vested during the years ended December 31, 2022, 2021 and 2020 was $0.3 million, $1.2 million and $5.7 million, respectively. The intrinsic value of the stock options exercised during the year ended December 31, 2022, 2021 and 2020 was minimal. As of December 31, 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 0.3 years. Performance Stock Units The Company grants performance stock units (“PSU”) to certain officers that are subject to market-based vesting criteria as well as a service period ranging from three to five years. Vesting at the end of the service period depends on the Company’s absolute annualized total shareholder return (“TSR”) over the service period, as well as the Company’s TSR relative to the TSR 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. The Company’s performance stock units currently outstanding can be settled in either Class A Common Stock or cash upon vesting at the Company’s discretion. The Company intends to settle all performance stock units in Class A Common Stock and has sufficient shares available under the LTIP to settle the units in Class A Common Stock at the potential future vesting dates. Accordingly, the PSUs have been treated as equity-based awards with their fair values determined as of the grant or modification date, as applicable. The fair values of the awards are 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 Class A Common Stock, and the risk-free interest rate is based on U.S. Treasury yield curve rates with maturities consistent with the vesting periods. The following table summarizes the key assumptions and related information used to determine the fair value of performance stock units awarded during the periods presented: 2020 Awards (1) 2021 Awards (2) 2022 Awards 2022 Awards Weighted average fair value per share $10.81 $12.79 $13.81 $14.11 Number of simulations 10,000,000 10,000,000 10,000,000 10,000,000 Expected implied stock volatility 68.5% 99.5% 96.3% 66.1% Dividend yield —% —% —% —% Risk-free interest rate 3.2% 2.3% 2.7% 3.4% (1) During the year ended December 31, 2022, the Company amended the 2020 PSU agreement to allow the units to be settleable in either cash or Class A Common Stock upon vesting at the Company’s discretion. The awards had previously been treated as liability based awards and following the amendment were modified and reclassified to equity as discussed below. As a result, the awards’ fair value was redetermined on the date of modification, August 18, 2022. (2) The 2021 PSU awards’ fair value was measured on April 27, 2022, which represents the established grant date as sufficient shares become available under the LTIP to settle 2021 awards in Class A Common Stock. The following table provides information about performance stock units outstanding during the year ended December 31, 2022: Awards Weighted Average Fair Value Unvested balance as of December 31, 2021 1,580,980 $ 8.54 Granted 5,486,710 14.08 Modified awards (1) 4,688,707 10.81 Vested (2) (3,716,762) 8.83 Cancelled (401,537) 7.80 Forfeited — — Unvested balance as of December 31, 2022 7,638,098 13.11 (1) During the year ended December 31, 2022, the Company amended the 2020 PSU agreement to allow the units to be settleable in either cash or Class A Common Stock upon vesting at the Company’s discretion. The awards had previously been treated as liability based awards and following the amendment were modified and reclassified to equity as discussed below. (2) This balance includes vested PSU awards as of December 31, 2022 based on the original number of PSUs granted. Actual PSUs vested is based upon the Company’s absolute annualized TSR calculation at the time of vesting, which may be greater than or less than the original number granted. The total fair value of performance stock units that vested during the year ended December 31, 2022 was $53.6 million. As of December 31, 2022, there was $71.6 million of unrecognized compensation cost related to unvested performance stock units, which the Company expects to recognize on a pro rata basis over a weighted average period of 2.7 years Liability Awards The Company had performance stock units that were granted under the LTIP, which were settleable in cash and were 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 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 are settleable in cash upon vesting. The restricted stock units vest 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 discussed below for at least 20 out of any 30 consecutive trading days). Additionally, the restricted stock units include maximum and minimum return amounts equal to 400% and 25%, respectively, of the closing market price of the Company’s Class A 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 Class A Common Stock upon vesting at the Company’s discretion and (ii) remove the maximum and minimum return amounts if the units are settled in Class A Common Stock. The amended terms were effective July 1, 2021, and at the 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 Class A Common Stock. The portion of the units that were settled in Class A 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 D ecember 31, 2021. There are no remaining restricted stock units outstanding as of December 31, 2022. Performance Stock Units The Company granted 5.5 million PSUs during the third quarte r of 2020 to certain executive officers that will be settled in cash that are subject to market-based vesting criteria as well as a three-year ser vice condition. Vesting at the end of the se rvice period depends on the Company’s TSR relative to the TSR of a peer group of companies. On August 18, 2022, the Compensation Committee amended the 2020 PSU agreement to allow a portion of the units to be settled in either cash or Class A Common Stock upon vesting at the Company’s discretion. The Company has the ability and currently intends to settle the 4.7 million PSUs that were modified in shares. As a result, these units were reclassified to equity based awards in accordance with ASC 718 and $10.0 million of incremental stock compensation expense was recognized during the year ended December 31, 2022 associated with the change in the fair value of the units. The remaining PSUs were accelerated vested during the third quarter of 2022 through Compensation Committee approval and following a qualifying termination as a result of the Merger (discussed above). Both accelerations were paid out in cash and such payouts were based on the actual performance payout level on the vesting dates. As a result, 0.8 million PSUs were settled in a $9.4 million cash payment during the year ended December 31, 2022. There are no liability classified performance stock units outstanding as of December 31, 2022. |
Derivative Instruments
Derivative Instruments | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Note 8—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 flow 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 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 December 31, 2022: Period Volume (Bbls) Volume (Bbls/d) Wtd. Avg. Crude Price ($/Bbl) (1) Crude oil swaps January 2023 - March 2023 1,575,000 17,500 $90.58 April 2023 - June 2023 1,592,500 17,500 87.64 July 2023 - September 2023 1,472,000 16,000 86.36 October 2023 - December 2023 1,472,000 16,000 84.11 January 2024 - March 2024 1,092,000 12,000 78.46 April 2024 - June 2024 1,092,000 12,000 77.30 July 2024 - September 2024 1,104,000 12,000 76.21 October 2024 - December 2024 1,104,000 12,000 75.27 Period Volume (Bbls) Volume (Bbls/d) Wtd. Avg. Collar Price Ranges ($/Bbl) (2) Crude oil collars January 2023 - March 2023 810,000 9,000 $75.56 - $91.15 April 2023 - June 2023 819,000 9,000 75.56 - 91.15 July 2023 - September 2023 644,000 7,000 76.43 - 92.70 October 2023 - December 2023 644,000 7,000 76.43 - 92.70 Period Volume (Bbls) Volume (Bbls/d) Wtd. Avg. Differential ($/Bbl) (3) Crude oil basis differential swaps January 2023 - March 2023 729,999 8,111 $0.55 April 2023 - June 2023 739,499 8,126 0.55 July 2023 - September 2023 749,000 8,141 0.52 October 2023 - December 2023 749,002 8,141 0.52 January 2024 - March 2024 637,000 7,000 0.43 April 2024 - June 2024 637,000 7,000 0.43 July 2024 - September 2024 644,000 7,000 0.43 October 2024 - December 2024 644,000 7,000 0.43 Period Volume (Bbls) Volume (Bbls/d) Wtd. Avg. Differential ($/Bbl) (4) Crude oil roll differential swaps January 2023 - March 2023 1,350,000 15,000 $1.34 April 2023 - June 2023 1,365,000 15,000 1.25 July 2023 - September 2023 1,380,000 15,000 1.23 October 2023 - December 2023 1,380,000 15,000 1.22 January 2024 - March 2024 637,000 7,000 0.75 April 2024 - June 2024 637,000 7,000 0.74 July 2024 - September 2024 644,000 7,000 0.73 October 2024 - December 2024 644,000 7,000 0.72 (1) These crude oil swap transactions are settled based on the NYMEX WTI index price on each trading day within the specified monthly settlement period versus the contractual swap price for the volumes stipulated. (2) These crude oil collars are settled based on the NYMEX WTI index price on each trading day within the specified monthly settlement period versus the contractual floor and ceiling prices for the volumes stipulated. (3) These crude oil basis swap transactions are settled based on the difference between the arithmetic average of ARGUS MIDLAND WTI and ARGUS WTI CUSHING indices, during each applicable monthly settlement period. (4) These crude oil roll swap transactions are settled based on the difference between the arithmetic average of NYMEX WTI calendar month prices and the physical crude oil delivery month price. Period Volume (MMBtu) Volume (MMBtu/d) Wtd. Avg. Gas Price ($/MMBtu) (1) Natural gas swaps January 2023 - March 2023 1,670,157 18,557 $7.64 April 2023 - June 2023 1,572,752 17,283 4.70 July 2023 - September 2023 1,486,925 16,162 4.70 October 2023 - December 2023 1,413,628 15,366 4.90 January 2024 - March 2024 464,919 5,109 5.01 April 2024 - June 2024 446,321 4,905 3.93 July 2024 - September 2024 429,388 4,667 4.01 October 2024 - December 2024 413,899 4,499 4.32 Period Volume (MMBtu) Volume (MMBtu/d) Wtd. Avg. Collar Price Ranges ($/MMBtu) (2) Natural gas collars January 2023 - March 2023 7,104,843 78,943 $4.67 - $10.33 April 2023 - June 2023 6,389,748 70,217 3.64 - 7.62 July 2023 - September 2023 6,563,075 71,338 3.64 - 7.52 October 2023 - December 2023 6,636,372 72,134 3.66 - 8.22 January 2024 - March 2024 3,175,081 34,891 3.36 - 9.44 April 2024 - June 2024 1,373,679 15,095 3.00 - 6.45 July 2024 - September 2024 1,410,612 15,333 3.00 - 6.52 October 2024 - December 2024 1,426,101 15,501 3.25 - 7.30 Period Volume (MMBtu) Volume (MMBtu/d) Wtd. Avg. Differential ($/MMBtu) (3) Natural gas basis differential swaps January 2023 - March 2023 6,075,000 67,500 $(1.10) April 2023 - June 2023 6,142,500 67,500 (1.30) July 2023 - September 2023 6,210,000 67,500 (1.30) October 2023 - December 2023 6,210,000 67,500 (1.30) January 2024 - March 2024 1,820,000 20,000 (0.59) April 2024 - June 2024 1,820,000 20,000 (0.67) July 2024 - September 2024 1,840,000 20,000 (0.66) October 2024 - December 2024 1,840,000 20,000 (0.64) (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 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. (3) 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. 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 on its consolidated statements of operations for the periods presented: Year Ended December 31, (in thousands) 2022 2021 2020 Net gain (loss) on derivative instruments $ (42,368) $ (148,825) $ (64,535) 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 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) December 31, 2022 Derivative Assets Commodity contracts Derivative instruments $ 125,120 $ (24,323) $ 100,797 Other noncurrent assets 22,016 (3,691) 18,325 Derivative Liabilities Commodity contracts Derivative instruments $ 26,321 $ (24,323) $ 1,998 Other noncurrent liabilities 6,349 (3,691) 2,658 December 31, 2021 Derivative Assets Commodity contracts Derivative instruments $ 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 all 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 contract termination. 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 lenders under OpCo’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 OpCo bank debt, which eliminates the potential need to post collateral when Permian Resources 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. 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 of OpCo’s credit facility as referenced above. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 9—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 December 31, 2022 Total assets $ — $ 119,122 $ — Total liabilities — 4,656 — 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 judgement 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. Refer to Note 8—Derivative Instruments for details of the gross and net derivative assets, liabilities and offset amounts as presented in the consolidated balance sheets. 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. Oil and Gas Property Acquisitions. The fair value measurements of assets acquired and liabilities assumed are measured on the acquisition date using an income valuation technique based on inputs that are not observable in the market and therefore represent Level 3 inputs. Significant inputs to the valuation of acquired oil and gas properties include estimates of: (i) reserves; (ii) production rates; (iii) future operating and development costs; (iv) future commodity prices, including price differentials; (v) future cash flows; and (vi) a market participant-based weighted average cost of capital rate. These inputs require significant judgements and estimates by the Company’s management at the time of valuation. Refer to Note 2—Business Combination for additional information on the fair value of assets acquired and liabilities assumed. 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. The significant decrease in the forward price curves for crude oil and natural gas in March of 2020 resulted in a triggering event which required the Company to reassess its proved oil and natural gas properties for impairment as of March 31, 2020. 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 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) 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. The impairment test performed by the Company indicated that a proved property impairment had occurred with respect to certain of its oil and gas fields, and therefore a non-cash impairment charge to reduce the carrying value of the impaired property to its fair value was recorded. Proved oil and natural gas properties with a previous carrying value of $771.4 million were partially written down to their fair value of $179.6 million, resulting in a noncash impairment charge of $591.8 million being recorded in the first quarter of 2020. All of the Company’s proved oil and gas properties were included in the impairment assessment performed as of March 31, 2020. Two of the Company’s fields were subject to an impairment write-down as quantified above, but the remaining five fields were not impaired due to their undiscounted cash flows exceeding their carrying values by 30% to over 100%. The Company did not recognize any additional impairment write-downs with respect to its proved property during the remainder of the year ended December 31, 2020 or during the years ended December 31, 2022 and 2021. Impairment expense for proved properties is presented as part of Impairment and Abandonment Expense in the consolidated statements of operations. Asset Retirement Obligation s. 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 6—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 fair values and carrying values of these instruments as of the periods indicated: December 31, 2022 December 31, 2021 Carrying Value Principal Amount Fair Value Carrying Value Principal Amount Fair value Credit Facility due 2027 (1) $ 385,000 $ 385,000 $ 385,000 $ 25,000 $ 25,000 $ 25,000 5.375% Senior Notes due 2026 (2) 286,512 289,448 264,366 285,666 289,448 286,554 7.750% Senior Notes due 2026 (2) 300,000 300,000 291,338 — — — 6.875% Senior Notes due 2027 (2) 351,632 356,351 337,126 350,712 356,351 361,696 3.25% Convertible Senior Notes due 2028 (2) 165,025 170,000 285,858 164,187 170,000 215,279 5.875% Senior Notes due 2029 (2) 652,629 700,000 601,125 — — — (1) The carrying values of the amounts outstanding under OpCo’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. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Shareholders' Equity and Noncontrolling Interest | Note 10—Shareholders' Equity and Noncontrolling Interest Authorized shares of Common Stock On August 29, 2022, the Company’s stockholders approved the Fourth Amended and Restated Certificate of Incorporation (as amended and restated, the “Charter”) to, among other things, increase the authorized number of shares of Class A Common Stock for issuance from 600,000,000 to 1,000,000,000 and Class C Common Stock for issuance from 20,000,000 to 500,000,000. The amendment became effective on September 1, 2022. Class A Common Stock The Company had 288,532,257 shares of Class A Common Stock outstanding as of December 31, 2022. Holders of Class A Common Stock are entitled to one vote for each share held on all matters to be voted on by the Company’s stockholders. Holders of the Class A Common Stock and holders of the Class C Common Stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, except as required by law. Unless specified in the Charter (including any certificate of designation of preferred stock) or the Company’s Second Amended and Restated Bylaws, or as required by applicable provisions of the Delaware General Corporation Law or applicable stock exchange rules, the affirmative vote of a majority of the Company’s shares of Common Stock that are voted is required to approve any such matter voted on by the Company’s stockholders. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares voted for the election of directors can elect all of the directors. Subject to the rights of the holders of any outstanding series of preferred stock, the holders of the Class A Common Stock are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor. In the event of a liquidation, dissolution or winding up of the Company, the holders of the Class A Common Stock are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the Class A Common Stock. The holders of the Class A Common Stock have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the Class A Common Stock. Class C Common Stock The Company had 269,300,000 shares of Class C Common Stock outstanding as of December 31, 2022 which represent the issuance to the Colgate Unitholder in connection with the Merger. The Company had no shares of Class C Common Stock outstanding as of December 31, 2021. Holders of Class C Common Stock, together with holders of Class A Common Stock voting as a single class, have the right to vote on all matters properly submitted to a vote of the stockholders. In addition, the holders of Class C Common Stock, voting as a separate class, will be entitled to approve any amendment, alteration or repeal of any provision of the Charter that would alter or change the powers, preferences or relative, participating, optional or other or special rights of the Class C Common Stock. Holders of Class C Common Stock will not be entitled to any dividends from the Company and will not be entitled to receive any of the Company’s assets in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company’s affairs. Shares of Class C Common Stock may be issued only to the Colgate Unitholder, its respective successors and assigns, as well as any permitted transferees of the Colgate Unitholder. Following the closing of the Merger, the Colgate Unitholder distributed its shares of Class C Common Stock to Colgate Owners. A holder of Class C Common Stock may transfer shares of Class C Common Stock to any transferee (other than the Company) only if such holder also simultaneously transfers an equal number of such holder’s Common Units representing common membership interests in OpCo to such transferee in compliance with the Sixth Amended and Restated Limited Liability Company Agreement of OpCo. Each holder of Class C Common Stock generally has the right to cause the Company to redeem all or a portion of its Common Units in exchange for, at the Company’s option, an equal number of shares of Class A Common Stock or an equivalent amount of cash. The Company may, however, at its option, effect a direct exchange of cash or Class A Common Stock for such OpCo Common Units in lieu of such a redemption by OpCo. Upon the future redemption or exchange of Common Units held by a holder of Class C Common Stock, a corresponding number of shares of Class C Common Stock held by such holder of Class C Common Stock will be canceled. The shares of Class C Common Stock and underlying Common Units are not exchangeable until March 1, 2023, subject to certain customary exceptions. Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2022, there were no shares of preferred stock issued or outstanding. Warrants Simultaneously with the closing of the Company’s initial public offering on February 29, 2016, 8,000,000 warrants were purchased by Silver Run Sponsor, LLC, an affiliate of Riverstone Investment Group LLC and its affiliates (“Riverstone”), in a private placement (the “Private Placement Warrants”). The Private Placement Warrants were non-redeemable so long as they are held by Riverstone or its permitted transferees. Each Private Placement Warrant was exercisable for one share of Common Stock at a price of $11.50 per share. The Private Placement Warrants became exercisable on March 1, 2017 but expired on October 11, 2021 unexercised. Dividends In November 2022, the Company declared its first cash dividend of $0.05 per share of Class A Common Stock and a cash distribution of $0.05 per common unit of OpCo. The dividend and distribution, which totaled $27.9 million, was paid on November 29, 2022. 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. In connection with the Merger, the Repurchase Program was increased to $500 million and was extended through December 31, 2024. The Repurchase Program can be used by the Company to reduce its shares of Class A Common Stock and Class C Common Stock outstanding. 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 year ended December 31, 2022. Noncontrolling Interest The noncontrolling interest relates to Common Units in OpCo that were issued to the Colgate Unitholder in connection with the Merger. At the date of the Merger, the noncontrolling interest represented approximately 48% of the ownership in OpCo. The noncontrolling interest percentage is affected by various equity transactions such as Common Unit and Class C Common Stock exchanges and Class A Common Stock activities. The noncontrolling interest ownership of OpCo remained at 48% as of December 31, 2022 as there were no significant changes. The Company consolidates the financial position, results of operations and cash flows of OpCo and reflects the portion retained by other holders of Common Units as a noncontrolling interest. Refer to the “Consolidated Statements of Shareholders’ Equity” for a summary of the activity attributable to the noncontrolling interest during the period. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 11—Earnings Per Share Basic EPS is calculated by dividing net income attributable to Class A Common Stock by the weighted average shares of Class A Common Stock outstanding during each period. Diluted EPS is calculated by dividing adjusted net income by the weighted average shares of diluted Class A 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 treasury stock method, (ii) equity-based restricted stock and performance stock units that were vested but not outstanding, using the treasury stock method, and (iii) the Company’s Class C Common Stock and potential shares issuable under our Convertible Senior Notes, both 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 Class A Common Stock common stock outstanding for each period: Year Ended December 31, (in thousands, except per share data) 2022 2021 2020 Net income (loss) attributable to Class A Common Stock $ 515,037 $ 138,175 $ (682,837) Add: Interest on Convertible Senior Notes, net of tax 5,484 4,916 — Adjusted net income (loss) attributable to Class A Common Stock $ 520,521 $ 143,091 $ (682,837) Basic weighted average shares of Class A Common Stock outstanding 286,160 280,871 277,368 Add: Dilutive effects of Convertible Senior Notes 27,074 21,363 — Add: Dilutive effects of equity awards and ESPP shares 9,582 7,936 — Diluted weighted average shares of Class A Common Stock outstanding 322,816 310,170 277,368 Basic net earnings (loss) per share of Class A Common Stock $ 1.80 $ 0.49 $ (2.46) Diluted net earnings (loss) per share of Class A Common Stock $ 1.61 $ 0.46 $ (2.46) The following table presents shares excluded from the diluted earnings per share calculation for the periods presented as their impacts were anti-dilutive for the periods presented: Year Ended December 31, (in thousands) 2022 2021 2020 (1) Out-of-the-money stock options 2,038 2,222 3,571 Restricted stock 823 589 6,299 Performance stock units 941 100 13 Employee Stock Purchase Plan — 7 76 Weighted average shares of Class C Common Stock 90,013 — 261 Private Placement Warrants — 6,000 8,000 (1) The Company recognized a net loss during the year ended December 31, 2020, and therefore all potential common shares were anti-dilutive and excluded from the calculation of diluted net earnings per share. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure | Note 12—Income Taxes Income tax expenses and benefits included in the consolidated statements of operations are detailed below: Year Ended December 31, (in thousands) 2022 2021 2020 Current taxes Federal $ — $ — $ — State (2,796) (569) — (2,796) (569) — Deferred taxes Federal (106,011) — 80,091 State (11,485) — 5,033 (117,496) — 85,124 Income tax (expense) benefit $ (120,292) $ (569) $ 85,124 A reconciliation of the statutory federal income tax expense, which is calculated at the federal statutory rate of 21%, to the income tax expense from continuing operations for the periods presented is provided below. In connection with the Merger and issuance the issuance of Class C Stock of the Company, noncontrolling interest in partnership is the Company’s largest reconciling item to the federal statutory rate. Year Ended December 31, (in thousands) 2022 2021 2020 Income tax (expense) benefit at the federal statutory rate $ (182,728) $ (29,136) $ 161,768 State income tax (expense) benefit - net of federal benefit (16,007) (1,648) 9,046 Noncontrolling interest in partnership 49,309 — (496) Nondeductible stock-based and other compensation (10,827) (6,609) (8,047) Nondeductible expenses (122) (83) (151) Change in valuation allowance 40,083 36,907 (76,996) Income tax (expense) benefit $ (120,292) $ (569) $ 85,124 The tax effects of temporary differences that give rise to significant positions of the deferred income tax assets and liabilities are presented below: (in thousands) December 31, 2022 December 31, 2021 Deferred tax assets: Net operating loss carryforwards $ 73,337 $ 110,371 Capitalized intangible drilling costs — 113,625 Stock-based compensation — 4,198 Derivative assets — 7,770 Asset retirement obligations — 3,837 Other assets 273 4,712 Total deferred tax assets 73,610 244,513 Deferred tax liabilities: Investment in OpCo (73,535) — Oil and gas properties — (207,013) Total deferred tax liabilities (73,535) (207,013) Valuation allowance (6) (40,089) Net deferred tax asset (liability) $ 69 $ (2,589) The following table summarizes the amounts and classification in the consolidated balance sheets of the Company’s deferred taxes outstanding at the respective balance dates: (in thousands) December 31, 2022 December 31, 2021 Deferred tax assets: Other noncurrent assets $ 4,499 $ — Deferred tax liabilities: Deferred income taxes (4,430) (2,589) Total deferred income taxes, net $ 69 $ (2,589) In connection with the Merger, the Company recorded a $412.7 million reduction in equity to reflect the change in its ownership interest in OpCo, which is net of a deferred income tax benefit of $120.2 million. As of December 31, 2022, the Company had approximately $349.2 million and $0.2 million of U.S. federal and state net operating loss carryovers, respectively. Approximately $270.4 million and $0.2 million of these U.S. federal and state net operating loss carryovers expire in 2037, respectively. The Company periodically assesses whether it is more-likely-than-not that it will generate sufficient taxable income to realize its deferred income tax assets, including net operating loss carry forwards. In making this determination, the Company considers all available positive and negative evidence and makes certain assumptions. The Company considers, among other things, its deferred tax liabilities, the overall business environment, its historical earnings and losses, current industry trends, and its outlook for future years. The Company generated taxable income in the current year and is projecting future taxable income exclusive of reversing items. Based upon these earnings and the expected timing of the reversal of its existing taxable temporary differences, management determined it is more-likely-than-not that, with the exception of certain state net operating loss carryovers, the remaining deferred income tax assets existing at December 31, 2022 will be realized. Accordingly, a benefit of $40.1 million has been recognized related to the change in valuation allowance for the year ended December 31, 2022. The calculation of the Company’s tax liabilities involves uncertainties in the application of complex tax laws and regulations. The Company gives financial statement recognition to those tax positions that it believes are more-likely-than-not to be sustained upon the examination by the Internal Revenue Service or other governmental agency. As of December 31, 2022 and 2021, the Company did not have any accrued liability for uncertain tax positions and does not anticipate recognition of any significant liabilities for uncertain tax positions during the next 12 months. Interest and penalties related to uncertain tax positions are reported in income tax expense. |
Transactions with Related Parti
Transactions with Related Parties | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Transactions with Related Parties | Note 13—Transactions with Related Parties Riverstone Investment Group LLC (“Riverstone”), NGP Energy Capital (“NGP”), and Pearl Energy Investments (“Pearl”) and related affiliates of each entity each beneficially own more than 10% equity interest in the Company. Certain members of OpCo’s management owned profit interests at CEP III Holdings, LLC and its affiliates (“Colgate Holdings”) until December 2022. Due to Riverstone, NGP, and Pearl’s beneficial ownership and NGP, Pearl and OpCo’s management’s previously held interest in Colgate Holdings, these entities are considered related parties to the Company. The Company has the following agreements in place that represent related party transactions. The Company believes that the terms of these arrangements are no less favorable to either party than those held with unaffiliated parties. (i) A marketing agreement with Lucid Energy Delaware, LLC (“Lucid”), who was an affiliate of Riverstone until the sale of Riverstone’s investment in Lucid in July 2022. (ii) A vendor arrangement with Streamline Innovations Inc (“Streamline”) who was an affiliate of Riverstone beginning in the second quarter of 2022 and an affiliate of Pearl. (iii) A joint operating agreement with Maple Energy Holdings, LLC (“Maple”) who is an affiliate of Riverstone. On December 23, 2022, the Company sold all of its working interest ownership in producing properties operated by Maple for an unadjusted sales price of $60 million. As a result of such sale, there no longer remains a related party relationship with Maple as of December 31, 2022. (iv) A vendor arrangement with LM Energy Partners who was an affiliate of Colgate Holdings until the sale of Colgate Holdings’ investment in LM Energy Partners in December 2022. As a result of such sale, there no longer remains a related party relationship with LM Energy Partners as of December 31, 2022. The following table summarizes the costs incurred and revenues recognized from such arrangements during the periods they were considered related parties, as discussed above, as included in the consolidated statements of operations and consolidated balance sheet for the periods indicated, as well as the related net receivables and payables outstanding as of the balance sheet dates: Year Ended December 31, (in thousands) 2022 2021 2020 Lucid Oil and gas sales $ 25,117 $ 21,533 $ 5,089 Gathering, processing and transportation expenses 5,398 6,870 4,818 Streamline Lease operating expenses 1,465 — — Maple Oil and gas sales 8,354 — — Lease operating expenses 4,368 — — Capital expenditures 11,196 — — LM Energy Partners Gathering, processing and transportation expenses 4,024 — — (in thousands) December 31, 2022 December 31, 2021 Accounts receivable, net Lucid (1) $ — $ 5,562 Maple 128 — Accounts payable and accrued expenses Maple 2,790 — LM Energy Partners 2,283 — (1) Represents amounts due from Lucid and are presented net of unpaid processing fees as of the indicated period end date. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 14—Commitments and Contingencies Contractual Obligations The following table is a schedule of the Company’s future minimum payments required under contractual commitments that have initial or remaining non-cancelable terms in excess of one year as of December 31, 2022 : (in thousands) 2023 2024 2025 2026 2027 Thereafter Total Purchase obligations $ 27,488 $ 10,780 $ 5,192 $ 5,192 $ — $ — $ 48,652 Purchase Obligations In 2021, the Company entered into a multi-year energy purchase agreement to buy electricity utilized in our Texas operations. Under the contract, the Company is obligated to purchase a minimum amount of electricity at a fixed price. If the Company does not utilize the minimum amounts of electricity on a monthly basis and the supplier is unable to sell the unutilized quantity, the Company is liable for the full cost of the underutilization at the fixed price per the agreement. The total remaining obligation is $20.8 million, which represents the gross minimum financial commitments pursuant to this agreement as of December 31, 2022. The Company paid electricity costs of $8.0 million and $7.9 million for the years ended December 31, 2022 and December 31, 2021, respectively, to this supplier. In 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 remaining obligation under this contract is $27.9 million, which represents the minimum financial commitment pursuant to the terms of the contract from December 31, 2022 through March 31, 2024. Actual expenditures under these contracts may exceed the minimum commitments. The Company paid $11.3 million for the year ended December 31, 2022 under this contract, which was capitalized as incurred during the period. Delivery Commitments In August 2018, the Company entered into a firm crude oil sales agreement with a large integrated oil company that was subsequently amended during the year ended December 31, 2020. Utilizing this company’s transport capacity out of the Permian Basin, the agreement, as amended, provides for firm gross sales of 29,000 Bbls/d over the next 2.5 years and is based upon prevailing market prices of ICE Brent and contractual differentials. These pricing terms are resulting in realized prices that currently have wider differentials than those being realized under the Company’s other oil marketing agreements. However, if the oil price differential between the ICE Brent and NYMEX WTI indices widen in the future, the oil price realized under this delivery commitment will improve relative to the prices realized under the Company’s other oil sales contracts. Under-delivery of volumes would result in a financial obligation to the Company. The amount discussed above represent the total gross volumes the Company is required to deliver per this agreement, which gross volumes are not comparable to the Company’s net production presented in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation, as amounts therein are reflected net of all royalties, overriding royalties and production due to others. The Company believes its current production and reserves are sufficient to fulfill the physical delivery commitment, and the Company is not required to deliver oil specifically produced from any of the Company’s properties under this agreement. Further, if the Company’s production is not sufficient to satisfy the firm delivery commitment, the Company believes it can purchase sufficient volumes in the market at index-related prices to satisfy its commitment. The aggregate amount of any such potential financial obligation under this contract is not determinable since the amount and timing of any volumetric shortfalls, as well as the difference between the prevailing market price and contract price at such time, cannot be predicted with accuracy. Lease Commitments Refer to Note 16—Leases for details on the Company’s operating lease agreements. 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. |
Revenues
Revenues | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | Note 15—Revenues Revenue from Contracts with Customers Crude oil, natural gas and NGL sales are recognized at the point 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 price of oil, natural gas, and NGLs fluctuates 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: Year Ended December 31, 2022 2021 2020 Operating revenues (in thousands): Oil sales $ 1,622,035 $ 743,069 $ 475,694 Natural gas sales 276,957 149,478 46,776 NGL sales 232,273 137,345 57,986 Oil and gas sales $ 2,131,265 $ 1,029,892 $ 580,456 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 agreed upon delivery point at which the purchaser takes title of the product. The midstream processing entity gathers and processes the raw gas and then remits proceeds to the Company. For these contracts, the Company evaluates when control is transferred and revenue should be recognized. Where the Company elects to take its residue gas or NGL product “in-kind” at the plant tailgate, fees incurred prior to transfer of control are presented as gathering, processing and transportation expenses (“GP&T”) within the consolidated statements of operations. Where the Company does not take its residue gas or NGL products “in-kind”, transfer of control occurs at the inlet of the gas gathering systems, or prior, and fees incurred subsequent to this point are reflected as a net reduction to natural gas and NGL sales revenues presented in the table above. During the year ended December 31, 2022, the majority of the Company’s contracts with customers have elections to not take its products “in-kind” resulting in more fees being shown as a net reduction to revenues as discussed 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 this time, the volume and price can be reasonably estimated and amounts due from customers are accrued in Accounts receivable, net i n the consolidated balance sheets. As of December 31, 2022 and 2021, such receivable balances were $206.3 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 years ended December 31, 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, |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | Note 16—Leases At contract inception, the Company determines whether or not an arrangement contains a lease. However, in connection with the implementation of ASC 842, Leases (“ASC 842”), this assessment was made as of the adoption date of ASC 842. Upon determination of a lease, a lease right-of-use (“ROU”) asset and related liability are recorded based on the present value of the future lease payments over the lease term. ROU assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make future lease payments arising from the lease. The Company has operating leases for drilling rig contracts, office rental agreements, and other wellhead equipment. As of December 31, 2022, these leases have remaining lease terms ranging from one month to ten years, some of which include options to extend the lease term for up to five years, and some of which include options to early terminate. These options are considered in determining the lease term and are included in the present value of future payments that are recorded for leases when the Company is reasonably certain to exercise the option. Leases with an initial term of one year or less are not recorded in the consolidated balance sheets. Additionally, none of the Company’s lease agreements contain any material residual value guarantees or material restrictive covenants. The present value of future lease payments is determined at the lease commencement date based upon the Company’s incremental borrowing rate. The incremental borrowing rate is calculated using a risk-free interest rate adjusted for the Company’s specific risk and the specific lease term. The table below summarizes the Company’s weighted average discount rate and weighted-average remaining lease term as of the periods presented. December 31, 2022 December 31, 2021 Weighted-average discount rate 5.02 % 4.62 % Weighted-average remaining lease term (years) 4.55 9.20 The Company’s drilling rig contracts, office rental agreements, and wellhead equipment agreements contain both lease and non-lease components, which are combined and accounted for as a single lease component. Variable lease payments are recognized in the period in which they are incurred and include operating expenses related to the office rental agreements and expenses incurred on the drilling rig contracts in excess of the contractual rate. Expenses related to short-term leases are recognized on a straight-line basis over the lease term as either expenses to the consolidated statements of operations or capitalized to the consolidated balance sheets. The following table presents the components of the Company’s lease expenses for the periods presented. Year Ended December 31, (in thousands) 2022 2021 Lease costs Operating lease cost $ 27,900 $ 3,655 Variable lease cost 892 173 Short-term lease cost 42,567 40,002 Total Lease Cost $ 71,359 $ 43,830 The following table presents supplemental cash flow information related to the Company’s leases for the periods presented. Year Ended December 31, (in thousands) 2022 2021 Operating lease liability payments: Net cash used in operating activities $ 4,757 $ 2,917 Net cash used in investing activities $ 23,143 — Right-of-use assets recognized (derecognized) with offsetting operating lease liabilities $ 63,681 $ 14,321 Maturities of the Company’s long-term operating lease liabilities by fiscal year as of December 31, 2022 are as follows: (in thousands) Total (2) 2023 31,372 2024 19,532 2025 5,139 2026 4,074 2027 3,802 2028 and thereafter 16,324 Total lease payments 80,243 Less: imputed interest (9,143) Present value of lease liabilities (1) $ 71,100 (1) This amount is included in current and noncurrent liabilities in the line item Operating lease liabilities in the consolidated balance sheets as of December 31, 2022. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 17—Subsequent events Asset Acquisition On December 9, 2022, the Company entered into a definitive agreement to acquire approximately 4,000 net leasehold acres and 3,300 net royalty acres for an unadjusted purchase price of $98 million. The acquired assets consist largely of undeveloped acreage and is contiguous to one of the Company’s existing core acreage blocks in Lea County, New Mexico. The transaction closed on February 16, 2023. Asset Divestiture On January 17, 2023, the Company entered into a definitive agreement to divest a portion of its saltwater disposal wells and associated produced water infrastructure in Reeves County, Texas for total consideration of $125 million. The full consideration will be received at closing with $60 million subject to repayment if certain thresholds tied to the Company’s future drilling activity in the service area over the next several years are not met. The Company expects to retain the full consideration based on its current development plan. The transaction is expected to close in March of 2023, subject to customary closing terms and conditions. Dividends Declared On February 22, 2023, the Company announced that its Board of Directors declared a quarterly cash dividend of $0.05 per share of Class A Common Stock and a quarterly cash distribution of $0.05 per common unit of OpCo. The dividend is payable on March 15, 2023 to shareholders of record as of March 7, 2023. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Principles of Consolidation | Principles of Consolidation and Basis of Presentation The consolidated financial statements include the accounts of the Company, its subsidiary OpCo and OpCo’s wholly-owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the United States Securities and Exchange Commission (“SEC”). All intercompany balances and transactions have been eliminated in consolidation. Noncontrolling interests represent third-party ownership in OpCo and is presented as a component of equity. See Note 10—Shareholders' Equity and Noncontrolling Interest for a discussion of noncontrolling interest. |
Basis of Presentation | Principles of Consolidation and Basis of Presentation The consolidated financial statements include the accounts of the Company, its subsidiary OpCo and OpCo’s wholly-owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the United States Securities and Exchange Commission (“SEC”). All intercompany balances and transactions have been eliminated in consolidation. Noncontrolling interests represent third-party ownership in OpCo and is presented as a component of equity. See Note 10—Shareholders' Equity and Noncontrolling Interest for a discussion of noncontrolling interest. |
Use of Estimates | 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. |
Cash and Cash Equivalents and Restricted Cash | Cash and Cash Equivalents and Restricted Cash The Company considers all highly liquid instruments with an original maturity of three months or less at the time of issuance to be cash equivalents. The carrying value of cash and cash equivalents approximates fair value because of the short-term maturity of these investments. From time to time, the Company is required to maintain cash in separate accounts, the use of which is restricted by the terms of contracted arrangements. Such amounts are included in Prepaid and other current assets and Other noncurrent assets as of December 31, 2022 and Prepaid and other current assets as of December 31, 2021 in the consolidated balance sheets. |
Accounts Receivable | Accounts Receivable Accounts receivable consists mainly of receivables from oil and natural gas purchasers and from joint interest owners on properties the Company operates. For receivables from joint interest owners, the Company typically has the ability to withhold future revenue disbursements to recover non-payment of joint interest billings. Accordingly, the Company’s oil and natural gas receivables are generally collected, and the Company has minimal bad debts. Although diversified among many companies, collectability is dependent upon the financial wherewithal of each individual company and is influenced by the general economic conditions of the industry. Receivables are not collateralized, and the Company therefore establishes an allowance for doubtful accounts equal to the portions of its accounts receivable for which collectability is not reasonably assured. Th e Company had no allowance for doubtful accounts as of December 31, 2022 and $0.1 million as of December 31, 2021. |
Credit Risk and Other Concentrations | Credit Risk and Other Concentrations Permian Resources is exposed to credit risk in the event of nonpayment by counterparties. The Company normally sells production to a relatively small number of customers, as is customary in its business. The table below summarizes the purchasers that accounted for 10% or more of the Company’s total net revenues for the periods presented: Year Ended December 31, 2022 2021 2020 BP America 34 % 50 % 47 % Shell Trading (US) Company 21 % 22 % 20 % Enterprise Crude Oil, LLC 18 % — % 4 % Eagleclaw Midstream Ventures, LLC 8 % 11 % 8 % During these periods, no other purchaser accounted for 10% or more of the Company’s net revenues. The loss of any of the Company’s major purchasers could materially and adversely affect its revenues in the short-term. However, based on the demand for oil and natural gas and the availability of other purchasers, the Company believes that the loss of any major purchaser would not have a material adverse effect on its financial condition and results of operations because crude oil and natural gas are fungible products with well-established markets and numerous purchasers. By using derivative instruments to economically hedge exposures to changes in commodity prices, the Company also exposes itself to credit risk. When the fair value of a derivative contract is positive, the counterparty owes the Company, which creates credit risk. The Company minimizes the credit risk in derivative instruments by: (i) limiting its exposure to any single counterparty; and (ii) only entering into hedging arrangements with counterparties that are also participants in OpCo’s credit agreement, all of which have investment-grade credit ratings. |
Oil and Natural Gas Properties | Oil and Natural Gas Properties The Company’s oil and natural gas producing activities are accounted for using the successful efforts method of accounting. Under the successful efforts method, the costs incurred to acquire, drill, and complete development wells are capitalized to proved properties. Exploration costs, including personnel and other internal costs, geological and geophysical expenses and delay rentals for oil and gas leases, are charged to expense as incurred. Costs of drilling exploratory wells, on the other hand, are initially capitalized but are charged to expense if the well is determined to be unsuccessful. Costs to operate, repair and maintain wells and field equipment are expensed as incurred. The Company capitalizes interest on expenditures made in connection with exploration and development projects that are not subject to current amortization. Interest is capitalized only for the period that activities are in process to bring the projects to their intended use. Capitalized interest cannot exceed interest expense for the period capitalized. The Company capitalized interest of $3.0 million, $1.8 million and $2.1 million during the years ended December 31, 2022, 2021 and 2020, respectively. Proved Properties. Costs incurred to obtain access to proved reserves and to provide facilities for extracting, treating, gathering and storing oil, natural gas and NGLs are capitalized. All costs incurred to drill and equip successful exploratory wells, development wells, development-type stratigraphic test wells, extension wells and service wells, are capitalized. Capitalized proved property acquisition and development costs are depleted using a units-of production method based on the remaining life of proved and proved developed reserves, respectively. Net carrying values of retired, sold or abandoned properties that constitute less than a complete unit of depreciable property are charged or credited, net of proceeds, to accumulated depreciation, depletion and amortization unless doing so significantly affects the unit-of-production amortization rate, in which case a gain or loss is recognized. Gains or losses from the disposal of complete units of depreciable property are recognized to the consolidated statements of operations. The Company reviews its proved oil and natural gas properties for impairment whenever events and circumstances indicate that there could be a possible decline in the recoverability of the carrying amount of such property. The Company estimates the expected future cash flows of its oil and natural gas properties and compares these undiscounted cash flows to the carrying amount of the oil and natural gas properties to determine if the carrying amount is recoverable. If the carrying amount exceeds the estimated undiscounted future cash flows, the Company will write down the carrying amount of the oil and natural gas properties to fair value. The factors used to determine fair value include, but are not limited to, estimates of reserves, future commodity prices, future production estimates, estimated future capital and operating expenditures and discount rates, which are based on a weighted average cost of capital. There were no impairments of proved oil and natural gas properties for the years ended December 31, 2022 and 2021. For the year ended December 31, 2020 a non-cash impairment of $591.8 million for proved oil and natural gas properties was recorded as a result of depressed oil and natural gas commodity prices. Refer to Note 9—Fair Value Measurements for additional information on the 2020 impairment charge. Unproved Properties. Unproved properties consist of costs to acquire undeveloped leases as well as costs to acquire unproved reserves, and they are both capitalized as incurred. These consist of costs incurred in obtaining a mineral interest or a right in a property such as a lease, in addition to broker fees, recording fees and other similar costs related to acquiring properties. Leasehold costs are classified as unproved until proved reserves are discovered on or otherwise attributed to the property, at which time the related unproved property costs are transferred to proved oil and natural gas properties. The Company evaluates significant unproved properties for impairment based on remaining lease term, drilling results, reservoir performance, seismic interpretation or changes in future plans to develop acreage. Unproved properties that are not individually significant are aggregated by prospect or geographically, and the portion of such costs estimated to be nonproductive prior to lease expiration is amortized over the average holding period. The estimate of what could be nonproductive is based on the Company’s historical experience or other information, including current drilling plans and existing geological data. Impairment and amortization of unproved properties are included in Impairment and abandonment expense |
Other Property and Equipment | Other Property and Equipment Other property and equipment includes office furniture and equipment, buildings, vehicles, computer hardware and software and is recorded at cost. These assets are depreciated using the straight-line method over their estimated useful lives which range from three |
Debt Issuance Costs and Discount | Debt Issuance Costs and Discount Debt issuance costs related to the Company’s revolving credit facility are included in the line item Other Noncurrent Assets in the consolidated balance sheets. These costs are amortized to interest expense on a straight-line basis over the borrowing term. Issuance costs incurred in connection with the Company’s senior notes offerings and any related issuance discount are deferred and charged to interest expense over the term of the agreement; however, these amounts are reflected as a reduction of the related obligation in the line item Long-term debt |
Derivative Financial Instruments | Derivative Financial Instruments In order to mitigate its exposure to oil and natural gas price volatility, the Company may periodically use derivative instruments, such as swaps, costless collars, basis swaps, and other similar agreements. To the extent legal right of offset exists with a counterparty, the Company reports derivative assets and liabilities on a net basis. |
Asset Retirement Obligations | Asset Retirement ObligationsThe Company recognizes a liability for the estimated future costs associated with abandonment of its oil and natural gas properties. A liability for the fair value of an asset retirement obligation and corresponding increase to the carrying value of the related long-lived asset are recorded at the time a well is drilled or acquired. The fair value of the liability recognized is based on the present value of the estimated future cash outflows associated with its plug and abandonment obligations. The Company depletes the amount added to proved oil and natural gas property costs and recognizes expense in connection with the accretion of the discounted liability over the remaining estimated economic lives of the respective oil and natural gas properties. Revisions typically occur due to changes in estimated abandonment costs or well economic lives, or if federal or state regulators enact new requirements regarding the abandonment of wells. |
Revenue Recognition | Revenue Recognition The Company derives revenue primarily from the sale of produced oil, natural gas, and NGLs. Revenue is recognized when a performance obligation is satisfied by transferring control of the produced oil, natural gas or NGLs to the customer. For all commodity products, the Company records revenue in the month production is delivered to the purchaser based on estimates of the amount of production delivered to the purchaser and the price the Company will receive. Payments are generally received between 30 and 90 days after the date of production. Variances between estimated sales and actual amounts received are insignificant and are recorded in the month payment is received. Refer to Note 15—Revenues |
Income Taxes | Income Taxes The Company is subject to U.S. federal, state and local income taxes with respect to its allocable share of any taxable income or loss of OpCo, as well as any stand-alone income or loss generated by the Company. As of the date of the Merger, OpCo is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, OpCo is not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by OpCo is passed through to and included in the taxable income or loss of its members, including the Company, on a pro rata basis. Prior to the Merger, OpCo was fully owned by the Company and all income and loss was taxable. Income taxes are recognized based on earnings reported for tax return purposes and provisions recorded for deferred income taxes. Deferred income tax assets and liabilities are recognized based on temporary differences resulting from: (i) net operating loss carryforwards for income tax purposes, and (ii) differences between the amounts recorded to the consolidated financial statements and the tax basis of assets and liabilities, as measured using enacted statutory tax rates in effect at the end of a period. The effect of a change in tax rates or tax laws is recognized in income during the period such changes are enacted. A valuation allowance for deferred tax assets is established when it is more likely than not that some portion of the benefit from deferred tax assets will not be realized. |
Stock Based Compensation | Stock-Based Compensation The Company’s stock-based compensation consists of equity grants of restricted stock, stock options, and performance stock units to employees and directors, an employee stock purchase plan which is available to eligible employees, and grants of restricted stock units and performance stock units that are settled in cash. The Company determines compensation expense related to all equity-based awards based on their estimated fair value, and such expense is recognized on a straight-line basis over the applicable service period of the award. For cash settled awards classified as liabilities, compensation expense is estimated based on the fair value of the awards as of the balance sheet date, and such expense is recognized ratably over the period in which the award is expected to be paid. See Note 7—Stock-Based Compensation for additional information regarding the Company’s stock-based compensation. |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Basic earnings per share (“EPS”) is calculated by dividing net income attributable to the Company’s Class A Common Stock by the weighted average shares of Class A Common Stock outstanding during each period. Dilutive EPS is calculated by dividing adjusted net income attributable to Class A Common Stock by the weighted average shares of diluted Class A Common Stock outstanding, which includes the effect of potentially dilutive securities. See Note 11—Earnings Per Share for additional information regarding the Company’s computation of EPS. |
Segment Reporting | Segment Reporting The Company operates in only one industry segment which is the exploration and production of oil and natural gas. All of its operations are conducted in one geographic area of the United States. All revenues are derived from customers located in the United States. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Concentration Risk, Percentage of Sales | The table below summarizes the purchasers that accounted for 10% or more of the Company’s total net revenues for the periods presented: Year Ended December 31, 2022 2021 2020 BP America 34 % 50 % 47 % Shell Trading (US) Company 21 % 22 % 20 % Enterprise Crude Oil, LLC 18 % — % 4 % Eagleclaw Midstream Ventures, LLC 8 % 11 % 8 % |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended | |
Sep. 01, 2022 | Dec. 31, 2022 | |
Business Combinations [Abstract] | ||
Asset Acquisition | The following table represents the merger consideration and purchase price allocation of the identifiable assets acquired and the liabilities assumed based on their respective fair values as of the closing date of the Merger. (in thousands, except share and per share data) Merger Consideration Share consideration Shares of Class C Common Stock issued to Colgate Unitholder 269,300,000 Class C Common Stock per share fair value on September 1, 2022 (1) $ 7.30 Fair value of noncontrolling interest that resulted from Class C Common Stock issuance $ 1,967,053 Cash consideration $ 525,000 Total Merger Consideration $ 2,492,053 Fair value of assets acquired: Purchase Price Allocation Cash and cash equivalents $ 28,329 Account receivable, net 153,288 Derivative instruments 71,961 Prepaid and other assets 10,671 Unproved oil and natural gas properties 633,025 Proved oil and natural gas properties 3,297,400 Other property and equipment, net 4,175 Operating lease right-of-use assets 21,894 Total assets acquired $ 4,220,743 Fair value of liabilities assumed: Accounts payable and accrued expenses $ 330,236 Operating lease liabilities 26,232 Derivative instruments 322 Long-term debt, net 1,350,744 Asset retirement obligations 21,156 Total liabilities assumed $ 1,728,690 Net assets acquired $ 2,492,053 (1) The fair value ascribed to the Company’s Class C Common Stock, that was issued as part of merger consideration, was determined by applying a valuation discount to the share price of the Company’s Class A Common Stock as of the Merger closing date. This discount was determined using a Finnerty model, which considers the lack of marketability of the Class C Common Stock associated with its 180-day minimum holding period required per the terms of the Merger Agreement. The valuation model considers expected volatility based on the historical volatility of the Company’s Class A Common Stock, a risk-free interest rate based on U.S. Treasury yield curves, and the Company’s current dividend yield. | |
Business Acquisition, Pro Forma Information | Future results may vary significantly from the results reflected in the following pro forma information. Year Ended December 31, 2022 2021 Total Revenue $ 3,233,675 $ 1,897,578 Net Income (loss) 489,596 (41,370) Earnings (loss) per share: Basic $ 1.70 $ (0.15) Diluted 1.52 (0.15) |
Accounts Receivable, Accounts_2
Accounts Receivable, Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable | Accounts receivable are comprised of the following: (in thousands) December 31, 2022 December 31, 2021 Accrued oil and gas sales receivable, net $ 206,266 $ 57,287 Joint interest billings, net 58,375 12,449 Accrued derivative settlements receivable 16,999 — Other 1,206 1,559 Accounts receivable, net $ 282,846 $ 71,295 |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued expenses are comprised of the following: (in thousands) December 31, 2022 December 31, 2021 Accounts payable $ 51,443 $ 9,736 Accrued capital expenditures 133,854 24,377 Revenues payable 250,120 40,438 Accrued employee compensation and benefits 33,897 17,218 Accrued interest 45,627 15,259 Accrued derivative settlements payable 2,342 8,591 Accrued expenses and other 44,873 14,637 Accounts payable and accrued expenses $ 562,156 $ 130,256 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | The following table provides information about the Company’s long-term debt as of the dates indicated: (in thousands) December 31, 2022 December 31, 2021 Credit Facility due 2027 $ 385,000 $ 25,000 Senior Notes 5.375% Senior Notes due 2026 289,448 289,448 7.750% Senior Notes due 2026 300,000 — 6.875% Senior Notes due 2027 356,351 356,351 3.25% Convertible Senior Notes due 2028 170,000 170,000 5.875% Senior Notes due 2029 700,000 — Unamortized debt issuance costs on Senior Notes (10,994) (13,279) Unamortized debt discount (49,007) (1,955) Senior Notes, net 1,755,798 800,565 Total long-term debt, net $ 2,140,798 $ 825,565 |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Schedule of Asset Retirement Obligations | The following table summarizes changes in the Company’s asset retirement obligations (“ARO”) that are associated with its oil and gas properties for the periods presented: (in thousands) December 31, 2022 December 31, 2021 Asset retirement obligations, beginning of period $ 17,240 $ 17,009 Liabilities assumed in the Merger 21,156 — Liabilities incurred 1,584 194 Liabilities divested and settled (546) (1,226) Accretion expense 1,605 1,208 Revision to estimated cash flows (92) 55 Asset retirement obligations, end of period $ 40,947 $ 17,240 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan | The following table summarizes stock-based compensation expense recognized for the periods presented: Year Ended December 31, (in thousands) 2022 2021 2020 Equity Awards Restricted stock $ 36,825 $ 33,162 $ 15,355 Stock option awards 80 737 1,980 Performance stock units 79,282 3,350 3,312 Other stock-based compensation expense (1) 293 292 319 Total stock-based compensation - equity awards 116,480 37,541 20,966 Liability Awards Restricted stock units — 4,392 1,788 Performance stock units (14,789) 22,360 1,814 Total stock-based compensation - liability awards (14,789) 26,752 3,602 Total stock-based compensation expense $ 101,691 $ 64,293 $ 24,568 |
Nonvested Restricted Stock Shares Activity | The following table provides a summary of the restricted stock activity during the year ended December 31, 2022: Restricted Stock Weighted Average Fair Value Unvested balance as of December 31, 2021 10,143,687 $ 2.85 Granted 6,082,740 7.92 Vested (7,728,525) 4.61 Forfeited (315,197) 6.88 Unvested balance as of December 31, 2022 8,182,705 6.03 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The following table summarizes the assumptions and related information used to determine the grant-date fair value of stock options awarded for the periods presented. No stock options were granted during the years ended December 31, 2022 and 2021. Year Ended December 31, 2020 Weighted average grant-date fair value per share $ 1.16 Expected term (in years) 6 Expected stock volatility 86 % Dividend yield — Risk-free interest rate 1.0 % |
Schedule of Share-based Compensation, Stock Options, Activity | The following table provides information about stock option awards outstanding during the year ended December 31, 2022: Options Weighted Average Exercise Price Weighted Average Remaining Term (in years) Aggregate Intrinsic Value Outstanding as of December 31, 2021 2,212,798 $ 15.31 Granted — — Exercised (29,833) 3.95 $ 153 Forfeited (2,500) 7.58 Expired (123,998) 16.02 Outstanding as of December 31, 2022 2,056,467 15.44 4.1 $ 543 Exercisable as of December 31, 2022 2,027,463 15.62 4.1 $ 344 |
Schedule of Share-based Payment Award, Equity Instruments Other Than Options, Valuation Assumptions | The following table summarizes the key assumptions and related information used to determine the fair value of performance stock units awarded during the periods presented: 2020 Awards (1) 2021 Awards (2) 2022 Awards 2022 Awards Weighted average fair value per share $10.81 $12.79 $13.81 $14.11 Number of simulations 10,000,000 10,000,000 10,000,000 10,000,000 Expected implied stock volatility 68.5% 99.5% 96.3% 66.1% Dividend yield —% —% —% —% Risk-free interest rate 3.2% 2.3% 2.7% 3.4% |
Share-based Compensation, Performance Shares Award Outstanding Activity | The following table provides information about performance stock units outstanding during the year ended December 31, 2022: Awards Weighted Average Fair Value Unvested balance as of December 31, 2021 1,580,980 $ 8.54 Granted 5,486,710 14.08 Modified awards (1) 4,688,707 10.81 Vested (2) (3,716,762) 8.83 Cancelled (401,537) 7.80 Forfeited — — Unvested balance as of December 31, 2022 7,638,098 13.11 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments | The following table summarizes the approximate volumes and average contract prices of derivative contracts the Company had in place as of December 31, 2022: Period Volume (Bbls) Volume (Bbls/d) Wtd. Avg. Crude Price ($/Bbl) (1) Crude oil swaps January 2023 - March 2023 1,575,000 17,500 $90.58 April 2023 - June 2023 1,592,500 17,500 87.64 July 2023 - September 2023 1,472,000 16,000 86.36 October 2023 - December 2023 1,472,000 16,000 84.11 January 2024 - March 2024 1,092,000 12,000 78.46 April 2024 - June 2024 1,092,000 12,000 77.30 July 2024 - September 2024 1,104,000 12,000 76.21 October 2024 - December 2024 1,104,000 12,000 75.27 Period Volume (Bbls) Volume (Bbls/d) Wtd. Avg. Collar Price Ranges ($/Bbl) (2) Crude oil collars January 2023 - March 2023 810,000 9,000 $75.56 - $91.15 April 2023 - June 2023 819,000 9,000 75.56 - 91.15 July 2023 - September 2023 644,000 7,000 76.43 - 92.70 October 2023 - December 2023 644,000 7,000 76.43 - 92.70 Period Volume (Bbls) Volume (Bbls/d) Wtd. Avg. Differential ($/Bbl) (3) Crude oil basis differential swaps January 2023 - March 2023 729,999 8,111 $0.55 April 2023 - June 2023 739,499 8,126 0.55 July 2023 - September 2023 749,000 8,141 0.52 October 2023 - December 2023 749,002 8,141 0.52 January 2024 - March 2024 637,000 7,000 0.43 April 2024 - June 2024 637,000 7,000 0.43 July 2024 - September 2024 644,000 7,000 0.43 October 2024 - December 2024 644,000 7,000 0.43 Period Volume (Bbls) Volume (Bbls/d) Wtd. Avg. Differential ($/Bbl) (4) Crude oil roll differential swaps January 2023 - March 2023 1,350,000 15,000 $1.34 April 2023 - June 2023 1,365,000 15,000 1.25 July 2023 - September 2023 1,380,000 15,000 1.23 October 2023 - December 2023 1,380,000 15,000 1.22 January 2024 - March 2024 637,000 7,000 0.75 April 2024 - June 2024 637,000 7,000 0.74 July 2024 - September 2024 644,000 7,000 0.73 October 2024 - December 2024 644,000 7,000 0.72 (1) These crude oil swap transactions are settled based on the NYMEX WTI index price on each trading day within the specified monthly settlement period versus the contractual swap price for the volumes stipulated. (2) These crude oil collars are settled based on the NYMEX WTI index price on each trading day within the specified monthly settlement period versus the contractual floor and ceiling prices for the volumes stipulated. (3) These crude oil basis swap transactions are settled based on the difference between the arithmetic average of ARGUS MIDLAND WTI and ARGUS WTI CUSHING indices, during each applicable monthly settlement period. (4) These crude oil roll swap transactions are settled based on the difference between the arithmetic average of NYMEX WTI calendar month prices and the physical crude oil delivery month price. Period Volume (MMBtu) Volume (MMBtu/d) Wtd. Avg. Gas Price ($/MMBtu) (1) Natural gas swaps January 2023 - March 2023 1,670,157 18,557 $7.64 April 2023 - June 2023 1,572,752 17,283 4.70 July 2023 - September 2023 1,486,925 16,162 4.70 October 2023 - December 2023 1,413,628 15,366 4.90 January 2024 - March 2024 464,919 5,109 5.01 April 2024 - June 2024 446,321 4,905 3.93 July 2024 - September 2024 429,388 4,667 4.01 October 2024 - December 2024 413,899 4,499 4.32 Period Volume (MMBtu) Volume (MMBtu/d) Wtd. Avg. Collar Price Ranges ($/MMBtu) (2) Natural gas collars January 2023 - March 2023 7,104,843 78,943 $4.67 - $10.33 April 2023 - June 2023 6,389,748 70,217 3.64 - 7.62 July 2023 - September 2023 6,563,075 71,338 3.64 - 7.52 October 2023 - December 2023 6,636,372 72,134 3.66 - 8.22 January 2024 - March 2024 3,175,081 34,891 3.36 - 9.44 April 2024 - June 2024 1,373,679 15,095 3.00 - 6.45 July 2024 - September 2024 1,410,612 15,333 3.00 - 6.52 October 2024 - December 2024 1,426,101 15,501 3.25 - 7.30 Period Volume (MMBtu) Volume (MMBtu/d) Wtd. Avg. Differential ($/MMBtu) (3) Natural gas basis differential swaps January 2023 - March 2023 6,075,000 67,500 $(1.10) April 2023 - June 2023 6,142,500 67,500 (1.30) July 2023 - September 2023 6,210,000 67,500 (1.30) October 2023 - December 2023 6,210,000 67,500 (1.30) January 2024 - March 2024 1,820,000 20,000 (0.59) April 2024 - June 2024 1,820,000 20,000 (0.67) July 2024 - September 2024 1,840,000 20,000 (0.66) October 2024 - December 2024 1,840,000 20,000 (0.64) (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 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. |
Schedule of Impact of Derivative Instruments | The following table presents the impact of the Company’s derivative instruments on its consolidated statements of operations for the periods presented: Year Ended December 31, (in thousands) 2022 2021 2020 Net gain (loss) on derivative instruments $ (42,368) $ (148,825) $ (64,535) |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The tables below summarize the fair value amounts and 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) December 31, 2022 Derivative Assets Commodity contracts Derivative instruments $ 125,120 $ (24,323) $ 100,797 Other noncurrent assets 22,016 (3,691) 18,325 Derivative Liabilities Commodity contracts Derivative instruments $ 26,321 $ (24,323) $ 1,998 Other noncurrent liabilities 6,349 (3,691) 2,658 December 31, 2021 Derivative Assets Commodity contracts Derivative instruments $ 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 all 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 contract termination. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements, Recurring and Nonrecurring [Table Text Block] | 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 December 31, 2022 Total assets $ — $ 119,122 $ — Total liabilities — 4,656 — December 31, 2021 Total assets $ — $ 240 $ — Total liabilities — 35,150 — |
Schedule of Fair Value Measurement of Financial Instruments | The following table summarizes the fair values and carrying values of these instruments as of the periods indicated: December 31, 2022 December 31, 2021 Carrying Value Principal Amount Fair Value Carrying Value Principal Amount Fair value Credit Facility due 2027 (1) $ 385,000 $ 385,000 $ 385,000 $ 25,000 $ 25,000 $ 25,000 5.375% Senior Notes due 2026 (2) 286,512 289,448 264,366 285,666 289,448 286,554 7.750% Senior Notes due 2026 (2) 300,000 300,000 291,338 — — — 6.875% Senior Notes due 2027 (2) 351,632 356,351 337,126 350,712 356,351 361,696 3.25% Convertible Senior Notes due 2028 (2) 165,025 170,000 285,858 164,187 170,000 215,279 5.875% Senior Notes due 2029 (2) 652,629 700,000 601,125 — — — (1) The carrying values of the amounts outstanding under OpCo’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. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table reflects the EPS computations for the periods indicated based on a weighted average number of Class A Common Stock common stock outstanding for each period: Year Ended December 31, (in thousands, except per share data) 2022 2021 2020 Net income (loss) attributable to Class A Common Stock $ 515,037 $ 138,175 $ (682,837) Add: Interest on Convertible Senior Notes, net of tax 5,484 4,916 — Adjusted net income (loss) attributable to Class A Common Stock $ 520,521 $ 143,091 $ (682,837) Basic weighted average shares of Class A Common Stock outstanding 286,160 280,871 277,368 Add: Dilutive effects of Convertible Senior Notes 27,074 21,363 — Add: Dilutive effects of equity awards and ESPP shares 9,582 7,936 — Diluted weighted average shares of Class A Common Stock outstanding 322,816 310,170 277,368 Basic net earnings (loss) per share of Class A Common Stock $ 1.80 $ 0.49 $ (2.46) Diluted net earnings (loss) per share of Class A Common Stock $ 1.61 $ 0.46 $ (2.46) |
Summary of Shares Excluded From Diluted Earnings Per Share Calculation | The following table presents shares excluded from the diluted earnings per share calculation for the periods presented as their impacts were anti-dilutive for the periods presented: Year Ended December 31, (in thousands) 2022 2021 2020 (1) Out-of-the-money stock options 2,038 2,222 3,571 Restricted stock 823 589 6,299 Performance stock units 941 100 13 Employee Stock Purchase Plan — 7 76 Weighted average shares of Class C Common Stock 90,013 — 261 Private Placement Warrants — 6,000 8,000 (1) The Company recognized a net loss during the year ended December 31, 2020, and therefore all potential common shares were anti-dilutive and excluded from the calculation of diluted net earnings per share. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | Income tax expenses and benefits included in the consolidated statements of operations are detailed below: Year Ended December 31, (in thousands) 2022 2021 2020 Current taxes Federal $ — $ — $ — State (2,796) (569) — (2,796) (569) — Deferred taxes Federal (106,011) — 80,091 State (11,485) — 5,033 (117,496) — 85,124 Income tax (expense) benefit $ (120,292) $ (569) $ 85,124 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the statutory federal income tax expense, which is calculated at the federal statutory rate of 21%, to the income tax expense from continuing operations for the periods presented is provided below. In connection with the Merger and issuance the issuance of Class C Stock of the Company, noncontrolling interest in partnership is the Company’s largest reconciling item to the federal statutory rate. Year Ended December 31, (in thousands) 2022 2021 2020 Income tax (expense) benefit at the federal statutory rate $ (182,728) $ (29,136) $ 161,768 State income tax (expense) benefit - net of federal benefit (16,007) (1,648) 9,046 Noncontrolling interest in partnership 49,309 — (496) Nondeductible stock-based and other compensation (10,827) (6,609) (8,047) Nondeductible expenses (122) (83) (151) Change in valuation allowance 40,083 36,907 (76,996) Income tax (expense) benefit $ (120,292) $ (569) $ 85,124 |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences that give rise to significant positions of the deferred income tax assets and liabilities are presented below: (in thousands) December 31, 2022 December 31, 2021 Deferred tax assets: Net operating loss carryforwards $ 73,337 $ 110,371 Capitalized intangible drilling costs — 113,625 Stock-based compensation — 4,198 Derivative assets — 7,770 Asset retirement obligations — 3,837 Other assets 273 4,712 Total deferred tax assets 73,610 244,513 Deferred tax liabilities: Investment in OpCo (73,535) — Oil and gas properties — (207,013) Total deferred tax liabilities (73,535) (207,013) Valuation allowance (6) (40,089) Net deferred tax asset (liability) $ 69 $ (2,589) |
Schedule of Deferred Tax Asset and Liability within the Balance Sheet |
Related Party Disclosures (Tabl
Related Party Disclosures (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Costs Incurred and Payable with Related Parties | The following table summarizes the costs incurred and revenues recognized from such arrangements during the periods they were considered related parties, as discussed above, as included in the consolidated statements of operations and consolidated balance sheet for the periods indicated, as well as the related net receivables and payables outstanding as of the balance sheet dates: Year Ended December 31, (in thousands) 2022 2021 2020 Lucid Oil and gas sales $ 25,117 $ 21,533 $ 5,089 Gathering, processing and transportation expenses 5,398 6,870 4,818 Streamline Lease operating expenses 1,465 — — Maple Oil and gas sales 8,354 — — Lease operating expenses 4,368 — — Capital expenditures 11,196 — — LM Energy Partners Gathering, processing and transportation expenses 4,024 — — (in thousands) December 31, 2022 December 31, 2021 Accounts receivable, net Lucid (1) $ — $ 5,562 Maple 128 — Accounts payable and accrued expenses Maple 2,790 — LM Energy Partners 2,283 — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contractual Obligation, Fiscal Year Maturity | The following table is a schedule of the Company’s future minimum payments required under contractual commitments that have initial or remaining non-cancelable terms in excess of one year as of December 31, 2022 : (in thousands) 2023 2024 2025 2026 2027 Thereafter Total Purchase obligations $ 27,488 $ 10,780 $ 5,192 $ 5,192 $ — $ — $ 48,652 |
Revenues (Tables)
Revenues (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Disaggregated Oil and Gas Revenues | Oil and gas revenues presented within the consolidated statements of operations relate to the sale of oil, natural gas and NGLs as shown below: Year Ended December 31, 2022 2021 2020 Operating revenues (in thousands): Oil sales $ 1,622,035 $ 743,069 $ 475,694 Natural gas sales 276,957 149,478 46,776 NGL sales 232,273 137,345 57,986 Oil and gas sales $ 2,131,265 $ 1,029,892 $ 580,456 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of Discount Rate and Remaining Lease Term, Components of Lease Expenses, and Other Information | The table below summarizes the Company’s weighted average discount rate and weighted-average remaining lease term as of the periods presented. December 31, 2022 December 31, 2021 Weighted-average discount rate 5.02 % 4.62 % Weighted-average remaining lease term (years) 4.55 9.20 Year Ended December 31, (in thousands) 2022 2021 Lease costs Operating lease cost $ 27,900 $ 3,655 Variable lease cost 892 173 Short-term lease cost 42,567 40,002 Total Lease Cost $ 71,359 $ 43,830 |
Schedule of Maturities of Operating Lease Liabilities | Maturities of the Company’s long-term operating lease liabilities by fiscal year as of December 31, 2022 are as follows: (in thousands) Total (2) 2023 31,372 2024 19,532 2025 5,139 2026 4,074 2027 3,802 2028 and thereafter 16,324 Total lease payments 80,243 Less: imputed interest (9,143) Present value of lease liabilities (1) $ 71,100 (1) This amount is included in current and noncurrent liabilities in the line item Operating lease liabilities in the consolidated balance sheets as of December 31, 2022. |
Schedule of Cash Flow, Supplemental Disclosures | The following table presents supplemental cash flow information related to the Company’s leases for the periods presented. Year Ended December 31, (in thousands) 2022 2021 Operating lease liability payments: Net cash used in operating activities $ 4,757 $ 2,917 Net cash used in investing activities $ 23,143 — Right-of-use assets recognized (derecognized) with offsetting operating lease liabilities $ 63,681 $ 14,321 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Narrative (Details) | 12 Months Ended | |||
Dec. 31, 2022 USD ($) segment geographic_area | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||
Allowance for doubtful accounts | $ 100,000 | $ 100,000 | ||
Capitalized interest | $ 3,000,000 | 1,800,000 | $ 2,100,000 | |
Number of industry segments | segment | 1 | |||
Number of geographic areas | geographic_area | 1 | |||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | $ 69,932,000 | 9,935,000 | 8,339,000 | $ 15,543,000 |
Proved Property [Member] | Fair Value, Nonrecurring [Member] | ||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||
Asset Impairment Charges | $ 591,800,000 | $ 591,800,000 | ||
Minimum | ||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||
PP&E, useful life | 3 years | |||
Revenue collection period | 30 days | |||
Maximum | ||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||
PP&E, useful life | 20 years | |||
Revenue collection period | 90 days |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Credit Risk and Other Concentrations (Details) - Customer Concentration Risk - Sales Revenue, Net | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
BP America | |||
Concentration Risk [Line Items] | |||
Concentration risk percent | 34% | 50% | 47% |
Shell Trading (US) Company | |||
Concentration Risk [Line Items] | |||
Concentration risk percent | 21% | 22% | 20% |
Enterprise Crude Oil, LLC | |||
Concentration Risk [Line Items] | |||
Concentration risk percent | 18% | 0% | 4% |
Eagleclaw Midstream Ventures, LLC | |||
Concentration Risk [Line Items] | |||
Concentration risk percent | 8% | 11% | 8% |
Business Combination - Narrativ
Business Combination - Narrative (Details) $ / shares in Units, a in Thousands, $ in Thousands | 12 Months Ended | |||
Sep. 01, 2022 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) a $ / shares | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2020 USD ($) | |
Business Acquisition [Line Items] | ||||
Total purchase price consideration | $ 525,000 | |||
Merger, Number of Net Leasehold Acres | a | 105 | |||
Merger, Net Royalty Acres | a | 25 | |||
Class C Common Stock held by Colgate Unitholders | 100% | |||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | $ 564,000 | |||
Business Combination, Operating Expenses of Acquiree since Acquisition Date | 132,400 | |||
Business Combination, Integration Related Costs | 77,424 | $ 0 | $ 0 | |
Oil and gas sales | 3,233,675 | 1,897,578 | ||
Net income attributable to Class A Common Stock | $ 489,596 | $ (41,370) | ||
Basic net income (loss) per share (in dollars per share) | $ / shares | $ 1.70 | $ (0.15) | ||
Diluted net income (loss) per share (in dollars per share) | $ / shares | $ 1.52 | $ (0.15) | ||
OpCo | ||||
Business Acquisition [Line Items] | ||||
Ownership interest of non-controlling interest | 48% | |||
Colgate | ||||
Business Acquisition [Line Items] | ||||
Total purchase price consideration | 525,000 | |||
Net assets acquired | 2,492,053 | |||
Cash and cash equivalents | 28,329 | |||
Account receivable, net | 153,288 | |||
Derivative instruments | 71,961 | |||
Prepaid and other assets | $ 10,671 | |||
Shares of Class C Common Stock issued to Colgate Unitholder | shares | 269,300,000 | |||
Class C Common Stock per share fair value on September 1, 2022(1) | $ / shares | $ 7.30 | |||
Fair value of noncontrolling interest that resulted from Class C Common Stock issuance | $ 1,967,053 | |||
Other property and equipment | 4,175 | |||
Operating lease right-of-use assets | 21,894 | |||
Total assets acquired | 4,220,743 | |||
Accounts payable and accrued expenses | 330,236 | |||
Operating lease liabilities | 26,232 | |||
Derivative instruments | 322 | |||
Long-term debt, net | 1,350,744 | |||
Asset retirement obligations | 21,156 | |||
Total liabilities assumed | 1,728,690 | |||
Colgate | Unproved Property | ||||
Business Acquisition [Line Items] | ||||
Other property and equipment | 633,025 | |||
Colgate | Proved Property [Member] | ||||
Business Acquisition [Line Items] | ||||
Other property and equipment | $ 3,297,400 |
Property Divestiture (Details)
Property Divestiture (Details) $ in Thousands | Dec. 01, 2021 USD ($) a Wells |
Business Combination and Asset Acquisition [Abstract] | |
Purchase and Sale Agreement, Number of Net Leasehold Acres Sold | a | 6,200 |
Proceeds from Sale of Property Held-for-sale | $ 101,000 |
Gain (loss) on sale of oil and gas properties | $ 33,900 |
Purchase and Sale Agreement, Net Wells Sold | Wells | 20 |
Accounts Receivable, Accounts_3
Accounts Receivable, Accounts Payable and Accrued Expenses - Schedule of Receivables (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued oil and gas sales receivable, net | $ 206,266 | $ 57,287 |
Joint interest billings, net | 58,375 | 12,449 |
Other | 1,206 | 1,559 |
Accounts receivable, net | 282,846 | 71,295 |
Hedging Assets, Current | $ 16,999 | $ 0 |
Accounts Receivable, Accounts_4
Accounts Receivable, Accounts Payable and Accrued Expenses - Schedule of Payables and Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accounts payable | $ 51,443 | $ 9,736 |
Accrued capital expenditures | 133,854 | 24,377 |
Oil and Gas Sales Payable, Current | 250,120 | 40,438 |
Accrued employee compensation and benefits | 33,897 | 17,218 |
Accrued interest | 45,627 | 15,259 |
Hedging Liabilities, Current | 2,342 | 8,591 |
Accrued expenses and other | 44,873 | 14,637 |
Accounts payable and accrued expenses | $ 562,156 | $ 130,256 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Sep. 01, 2022 | Dec. 31, 2021 | Mar. 26, 2021 | Mar. 19, 2021 | May 22, 2020 | Mar. 15, 2019 | Nov. 30, 2017 |
Debt Instrument [Line Items] | ||||||||
Long-term debt, net | $ 2,140,798 | $ 825,565 | ||||||
Senior Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt issuance costs | (10,994) | (13,279) | ||||||
Debt Instrument, Unamortized Discount | (49,007) | (1,955) | ||||||
Long-term debt, net | 1,755,798 | 800,565 | ||||||
Senior Notes | Senior Notes Due 2026 | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term debt | 289,448 | 289,448 | $ 400,000 | |||||
Interest rate, stated percentage | 5.375% | |||||||
Senior Notes | Senior Notes Due 2027 | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term debt | 356,351 | 356,351 | $ 500,000 | |||||
Interest rate, stated percentage | 6.875% | |||||||
Debt Instrument, Unamortized Discount | $ (3,800) | |||||||
Senior Notes | Senior Secured Note due 2025 | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term debt | $ 127,100 | |||||||
Interest rate, stated percentage | 8% | |||||||
Senior Notes | 7.75% Senior Notes Due 2026 | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term debt | 300,000 | $ 300,000 | 0 | |||||
Interest rate, stated percentage | 7.75% | |||||||
Senior Notes | 5.875% Senior Notes Due 2029 | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term debt | 700,000 | 0 | ||||||
Debt Instrument, Unamortized Discount | $ (49,300) | |||||||
Convertible Notes Payable | Convertible Senior Notes Due 2028 | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term debt | 170,000 | 170,000 | $ 20,000 | $ 150,000 | ||||
Interest rate, stated percentage | 3.25% | |||||||
Convertible Notes Payable | 5.875% Senior Notes Due 2029 | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term debt | 700,000 | $ 700,000 | 0 | |||||
Interest rate, stated percentage | 5.875% | |||||||
Revolving Credit Facility | Line of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term Debt, Gross | 385,000 | 25,000 | ||||||
Long-term debt | $ 385,000 | $ 25,000 |
Long-Term Debt - Credit Agreeme
Long-Term Debt - Credit Agreement (Details) - Line of Credit $ in Millions | 12 Months Ended | ||
Feb. 18, 2022 | Dec. 31, 2022 USD ($) redetermination | Jul. 15, 2022 USD ($) | |
Revolving Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Line of Credit Facility, Fair Value of Amount Outstanding | $ 385 | ||
Available borrowing capacity | $ 1,100 | ||
Borrowing base amount | $ 2,500 | ||
Amount available to issue letters of credit | 1,150 | ||
Line Of Credit Facility, Maximum Borrowing Capacity, Number Of Optional Redeterminations | redetermination | 2 | ||
Line of credit, term | 5 years | ||
Line of Credit Facility, Current Borrowing Capacity, Elected Commitments | 750 | ||
Revolving Credit Facility | Federal Funds Rate | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | ||
Revolving Credit Facility | Credit Spread Adjustment - Secured Overnight Financing Rate (SOFR) | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 0.10% | ||
Revolving Credit Facility | One-Month Secured Overnight Financing Rate (SOFR) | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 1% | ||
Revolving Credit Facility | Minimum | |||
Line of Credit Facility [Line Items] | |||
Commitment fee percentage on unused amounts | 0.38% | ||
Debt instrument, covenant, minimum current ratio | 1 | ||
Line of Credit Facility, Current Borrowing Capacity, Elected Commitments | $ 1,500 | ||
Revolving Credit Facility | Minimum | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | ||
Revolving Credit Facility | Minimum | Adjusted Term - Secured Overnight Financing Rate (SOFR) | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 0.75% | ||
Revolving Credit Facility | Maximum | |||
Line of Credit Facility [Line Items] | |||
Borrowing base amount | $ 3,000 | ||
Commitment fee percentage on unused amounts | 0.50% | ||
Debt instrument, covenant, maximum leverage ratio | 3.5 | ||
Revolving Credit Facility | Maximum | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 2.75% | ||
Revolving Credit Facility | Maximum | Adjusted Term - Secured Overnight Financing Rate (SOFR) | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | ||
Letter of Credit [Member] | |||
Line of Credit Facility [Line Items] | |||
Letters of credit outstanding | $ 5.8 |
Long-Term Debt - Convertible Se
Long-Term Debt - Convertible Senior Notes (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Mar. 26, 2021 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) | Mar. 19, 2021 USD ($) | |
Debt Instrument [Line Items] | ||||
Redemption price percentage | 100% | |||
Long-term debt, net | $ 2,140,798 | $ 825,565 | ||
Convertible Senior Notes Due 2028 | Convertible Notes Payable | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | $ 20,000 | $ 170,000 | 170,000 | $ 150,000 |
Interest rate, stated percentage | 3.25% | |||
Proceeds from borrowings | 163,600 | |||
Debt issuance costs | $ 6,400 | |||
Redemption price percentage | 130% | |||
Debt Instrument, Convertible, Threshold Trading Days | 20 | |||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | 30 | |||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 6.28 | |||
Debt Instrument, Convertible, Event Of Default, Minimum Percentage Of Aggregate Principal Amount Holders May Declare Immediately Due And Payable | 25% | |||
Debt Instrument, Convertible, Conversion Ratio | 0.1592610 | |||
Conversion of common shares (in shares) | shares | 159.2610 | |||
Convertible Senior Notes Due 2028 | Convertible Notes Payable | Carrying Value | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, net | $ 165,025 | $ 164,187 | ||
Convertible Senior Notes Due 2028 | Convertible Notes Payable | Redemption Period One | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | $ 1 | |||
Redemption price percentage | 130% | |||
Debt Instrument, Convertible, Threshold Trading Days | 20 | |||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | 30 | |||
Convertible Senior Notes Due 2028 | Convertible Notes Payable | Debt Instrument, Redemption, Period Two | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | 10 | |||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 98% |
Long-Term Debt - Capped Call Tr
Long-Term Debt - Capped Call Transactions (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Line of Credit Facility [Line Items] | |||
Payment of Debt Premium Charges | $ 0 | $ 14,688 | $ 0 |
Convertible Senior Notes Due 2028 | Convertible Notes Payable | |||
Line of Credit Facility [Line Items] | |||
debt instrument conversion cap price | $ 8.4525 | ||
debt instrument conversion strike price | $ 6.28 | ||
Payment of Debt Premium Charges | $ 14,700 |
Long-Term Debt - Senior Unsecur
Long-Term Debt - Senior Unsecured Notes Debt Exchange (Details) - Senior Notes - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | May 22, 2020 |
Debt Instrument [Line Items] | |||
Debt Instrument, Unamortized Discount | $ 49,007 | $ 1,955 | |
Senior Secured Note due 2025 | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 127,100 | ||
Interest rate, stated percentage | 8% |
Long-Term Debt - Senior Unsec_2
Long-Term Debt - Senior Unsecured Notes (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Sep. 01, 2022 | May 22, 2020 | Mar. 15, 2019 | Nov. 30, 2017 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||||||
Redemption price percentage | 100% | |||||
Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Unamortized Discount | $ 49,007 | $ 1,955 | ||||
Debt Instrument, Redemption Period, Maximum Period Within Closing Of Offering | 180 days | |||||
Senior Notes Due 2027 | Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt | $ 500,000 | $ 356,351 | 356,351 | |||
Interest rate, stated percentage | 6.875% | |||||
Debt Instrument, Issued Price, Percentage | 99.235% | |||||
Proceeds from borrowings | $ 489,000 | |||||
Debt Instrument, Unamortized Discount | 3,800 | |||||
Debt issuance costs | $ 7,200 | |||||
Debt Conversion, Original Debt, Amount | $ 143,700 | |||||
Percentage of principal amount, eligible to be redeemed | 35% | |||||
Redemption price percentage | 106.875% | |||||
Percentage of principal amount, redeemable | 65% | |||||
Senior Notes Due 2026 | Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt | $ 400,000 | $ 289,448 | 289,448 | |||
Interest rate, stated percentage | 5.375% | |||||
Proceeds from borrowings | $ 391,000 | |||||
Debt issuance costs | $ 9,000 | |||||
Percentage of principal amount, eligible to be redeemed | 35% | |||||
Percentage of principal amount, redeemable | 65% | |||||
Senior Notes Due 2026 | Senior Notes | Redemption Period One | ||||||
Debt Instrument [Line Items] | ||||||
Redemption price percentage | 105.375% | |||||
Senior Notes Due 2026 | Senior Notes | Redemption Period Four | ||||||
Debt Instrument [Line Items] | ||||||
Redemption price percentage | 100% | |||||
Senior Secured Note due 2025 | Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt | $ 127,100 | |||||
Interest rate, stated percentage | 8% | |||||
Debt Instrument, Issued Price, Percentage | 100% | |||||
5.875% Senior Notes Due 2029 | Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt | $ 700,000 | 0 | ||||
Debt Instrument, Issued Price, Percentage | 92.96% | |||||
Debt Instrument, Unamortized Discount | $ 49,300 | |||||
Redemption price percentage | 105.875% | |||||
5.375% Senior Notes Due 2026 | Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt | 289,400 | |||||
Debt Conversion, Original Debt, Amount | $ 110,600 | |||||
7.75% Senior Notes Due 2026 | Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt | $ 300,000 | $ 300,000 | $ 0 | |||
Interest rate, stated percentage | 7.75% | |||||
Redemption price percentage | 107.75% |
Long-Term Debt - Senior Notes (
Long-Term Debt - Senior Notes (Details) - Senior Notes - USD ($) $ in Thousands | Mar. 15, 2019 | Nov. 30, 2017 | Dec. 31, 2022 | Dec. 31, 2021 | May 22, 2020 |
Senior Secured Note due 2025 | |||||
Debt Instrument [Line Items] | |||||
Long-term debt | $ 127,100 | ||||
Senior Notes Due 2027 | |||||
Debt Instrument [Line Items] | |||||
Long-term debt | $ 500,000 | $ 356,351 | $ 356,351 | ||
Percentage of principal amount, event of default | 25% | ||||
Percentage of principal amount, changes in control | 101% | ||||
Senior Notes Due 2026 | |||||
Debt Instrument [Line Items] | |||||
Long-term debt | $ 400,000 | $ 289,448 | $ 289,448 | ||
Percentage of principal amount, event of default | 25% | ||||
Percentage of principal amount, changes in control | 101% |
Asset Retirement Obligations (D
Asset Retirement Obligations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | ||
Asset retirement obligations, beginning of period | $ 17,240 | $ 17,009 |
Liabilities incurred | 1,584 | 194 |
Liabilities divested and settled | (546) | (1,226) |
Accretion expense | 1,605 | 1,208 |
Revision to estimated cash flows | (92) | 55 |
Asset retirement obligations, end of period | 40,947 | 17,240 |
Colgate | ||
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | ||
Liabilities assumed in the Merger | 21,156 | 0 |
Liabilities assumed in the Merger | $ 21,156 | $ 0 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 4 Months Ended | 8 Months Ended | 12 Months Ended | ||||
Oct. 07, 2016 shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2022 USD ($) $ / shares shares | Aug. 31, 2022 $ / shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2020 USD ($) $ / shares | May 01, 2019 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Granted (in dollars per share) | $ / shares | $ 14.11 | $ 13.81 | $ 12.79 | $ 10.81 | ||||
Fair value of stock options vested | $ 300 | $ 1,200 | $ 5,700 | |||||
Equity based compensation expense | 101,691 | $ 64,293 | $ 24,568 | |||||
Employee Benefits and Share-based Compensation | $ 46,500 | |||||||
Restricted stock | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Granted (in dollars per share) | $ / shares | $ 7.92 | $ 5.25 | $ 1.12 | |||||
Fair value of vested stock awards (other than options) | $ 35,700 | $ 15,100 | $ 17,400 | |||||
Unrecognized compensation costs | $ 41,100 | $ 41,100 | $ 41,100 | |||||
Unrecognized compensation costs, period for recognition | 2 years 7 months 6 days | |||||||
Granted (in shares) | shares | 6,082,740 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | shares | 7,728,525 | |||||||
Equity based compensation expense | $ 36,825 | 33,162 | 15,355 | |||||
Stock option awards | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Unrecognized compensation costs, period for recognition | 3 months 18 days | |||||||
Intrinsic value of stock options exercised | $ 153 | |||||||
Unrecognized compensation costs | 100 | 100 | 100 | |||||
Equity based compensation expense | $ 80 | 737 | 1,980 | |||||
Performance Shares | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Granted (in dollars per share) | $ / shares | $ 14.08 | |||||||
Unrecognized compensation costs, period for recognition | 2 years 8 months 12 days | |||||||
Unrecognized compensation costs | $ 71,600 | $ 71,600 | $ 71,600 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | shares | 3,716,762 | |||||||
Share-based Payment Arrangement, Cash Settled Amount | $ 9,400 | |||||||
Equity based compensation expense | $ 79,282 | 3,350 | 3,312 | |||||
Cash-settled Restricted Stock [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Granted (in shares) | shares | 5,500,000 | |||||||
Share-based compensation requisite service period | 3 years | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | shares | 1,800,000 | |||||||
Share-based Payment Arrangement, Cash Settled Amount | $ 6,200 | |||||||
Equity based compensation expense | $ 0 | 4,392 | 1,788 | |||||
Cash-settled Restricted Stock [Member] | Maximum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Award Rights, Percentage Return | 4 | |||||||
Cash-settled Restricted Stock [Member] | Minimum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Award Rights, Percentage Return | 0.25 | |||||||
Cash-settled Performance Stock [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Granted (in shares) | shares | 5,500,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | shares | 800,000 | |||||||
Equity based compensation expense | $ (14,789) | $ 22,360 | $ 1,814 | |||||
Modified Restricted Stock | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Equity based compensation expense | $ 13,600 | |||||||
2019 Employee Stock Purchase Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares available for issuance under LTIP (in shares) | shares | 2,000,000 | |||||||
2016 Long Term Incentive Plan | Common Class A | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares available for issuance under LTIP (in shares) | shares | 24,750,000 | 44,250,000 | 44,250,000 | 44,250,000 | ||||
2016 Long Term Incentive Plan | Stock option awards | Common Class A | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Option expiration period | 10 years | |||||||
Vesting period | 3 years | |||||||
Officer | Restricted stock | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based compensation requisite service period | 3 years | |||||||
Director | Restricted stock | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting period | 1 year |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Total Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | May 01, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Equity based compensation expense | $ 101,691 | $ 64,293 | $ 24,568 | |
2019 Employee Stock Purchase Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Shares available for issuance under LTIP (in shares) | 2,000,000 | |||
Restricted stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Equity based compensation expense | 36,825 | 33,162 | 15,355 | |
Stock option awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Equity based compensation expense | 80 | 737 | 1,980 | |
Performance Shares | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Equity based compensation expense | 79,282 | 3,350 | 3,312 | |
Employee Stock Purchase Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Equity based compensation expense | 293 | 292 | 319 | |
Cash-settled Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Equity based compensation expense | 0 | 4,392 | 1,788 | |
Cash-settled Performance Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Equity based compensation expense | (14,789) | 22,360 | 1,814 | |
Liability Award [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Equity based compensation expense | (14,789) | 26,752 | 3,602 | |
Equity [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Equity based compensation expense | $ 116,480 | $ 37,541 | $ 20,966 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock (Details) - USD ($) $ / shares in Units, $ in Millions | 4 Months Ended | 8 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Aug. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||||
Granted (in dollars per share) | $ 14.11 | $ 13.81 | $ 12.79 | $ 10.81 | |
Restricted stock | |||||
Awards | |||||
Outstanding, beginning of period (in shares) | 10,143,687 | 10,143,687 | |||
Granted (in shares) | 6,082,740 | ||||
Vested (in shares) | (7,728,525) | ||||
Forfeited (in shares) | (315,197) | ||||
Outstanding, end of period (in shares) | 8,182,705 | 8,182,705 | 10,143,687 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||||
Granted (in dollars per share) | $ 7.92 | $ 5.25 | $ 1.12 | ||
Vested (in dollars per share) | 4.61 | ||||
Canceled (in dollar per share) | 6.88 | ||||
Outstanding, end of period (in dollars per share) | $ 6.03 | $ 6.03 | $ 2.85 | ||
Unrecognized compensation costs | $ 41.1 | $ 41.1 |
Stock-Based Compensation - Assu
Stock-Based Compensation - Assumptions Used in Granting Stock Options (Details) - Stock option awards - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted (in shares) | 0 | |
Weighted average grant date fair value (in dollars per share) | $ 1.16 | |
Expected term (in years) | 6 years | |
Expected stock volatility | 86% | |
Dividend yield | 0% | |
Risk-free interest rate | 1% |
Stock-Based Compensation - Opti
Stock-Based Compensation - Option Activity (Details) - Stock option awards $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Options | |
Outstanding, beginning of period (in shares) | shares | 2,212,798 |
Granted (in shares) | shares | 0 |
Exercised (in shares) | shares | (29,833) |
Forfeited (in shares) | shares | (2,500) |
Expired (in shares) | shares | (123,998) |
Outstanding, end of period (in shares) | shares | 2,056,467 |
Exercisable (in shares) | shares | 2,027,463 |
Weighted Average Exercise Price | |
Outstanding, beginning of period (In dollars per share) | $ / shares | $ 15.31 |
Exercised (in dollars per share) | $ / shares | 3.95 |
Granted (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 7.58 |
Expired (in dollars per share) | $ / shares | 16.02 |
Outstanding, end of period (In dollars per share) | $ / shares | 15.44 |
Exercisable (in dollars per share) | $ / shares | $ 15.62 |
Exercisable, weighted average remaining term (in years) | 4 years 1 month 6 days |
Outstanding, aggregate intrinsic value | $ | $ 543 |
Exercisable, aggregate intrinsic value | $ | 344 |
Intrinsic value of stock options exercised | $ | $ 153 |
Outstanding, weighted average remaining term (in years) | 4 years 1 month 6 days |
Stock-Based Compensation - As_2
Stock-Based Compensation - Assumptions Used For Performance Shares (Details) | 4 Months Ended | 8 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 $ / shares | Aug. 31, 2022 $ / shares | Dec. 31, 2022 $ / shares | Dec. 31, 2021 $ / shares | Dec. 31, 2020 $ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Weighted average grant-date fair value per unit (in dollars per share) | $ 14.11 | $ 13.81 | $ 12.79 | $ 10.81 | |
Performance Shares | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected stock volatility | 66.10% | 96.30% | 99.50% | 68.50% | |
Dividend yield | 0% | 0% | 0% | 0% | |
Risk-free interest rate | 3.40% | 2.70% | 2.30% | 3.20% | |
Weighted average grant-date fair value per unit (in dollars per share) | $ 14.08 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Number of Simulations | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 |
Stock-Based Compensation - Perf
Stock-Based Compensation - Performance Stock Units Outstanding Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 4 Months Ended | 8 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Aug. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||||
Granted (in dollars per share) | $ 14.11 | $ 13.81 | $ 12.79 | $ 10.81 | |
Equity based compensation expense | $ 101,691 | $ 64,293 | $ 24,568 | ||
Performance Shares | |||||
Awards | |||||
Unvested beginning balance (in shares) | 1,580,980 | 1,580,980 | |||
Granted (in shares) | 5,486,710 | ||||
Vested (in shares) | (3,716,762) | ||||
Forfeited (in shares) | 0 | ||||
Unvested ending balance (in shares) | 7,638,098 | 7,638,098 | 1,580,980 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||||
Outstanding, beginning of period (in dollars per share) | $ 8.54 | $ 8.54 | |||
Granted (in dollars per share) | 14.08 | ||||
Vested (in dollars per share) | 8.83 | ||||
Forfeited | 0 | ||||
Outstanding, end of period (in dollars per share) | $ 13.11 | $ 13.11 | $ 8.54 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Expirations | (401,537) | ||||
Share-Based Compensation Arrangement By Share-based Payment Award, Equity Instruments Other Than Options, Cancellations, Weighted Average Grant Date Fair Value | $ 7.80 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Other | 4,688,707 | ||||
Share-Based Compensation Arrangement By Share-based Payment Award, Equity Instruments Other Than Options, Modified Awards, Weighted Average Grant Date Fair Value | $ 10.81 | ||||
Equity based compensation expense | $ 79,282 | $ 3,350 | $ 3,312 | ||
Variable Performance Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||||
Fair value of vested stock awards (other than options) | $ 53,600 | ||||
Restricted stock | |||||
Awards | |||||
Vested (in shares) | (7,728,525) | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||||
Outstanding, beginning of period (in dollars per share) | $ 2.85 | $ 2.85 | |||
Granted (in dollars per share) | 7.92 | $ 5.25 | $ 1.12 | ||
Vested (in dollars per share) | 4.61 | ||||
Forfeited | 6.88 | ||||
Outstanding, end of period (in dollars per share) | $ 6.03 | $ 6.03 | $ 2.85 | ||
Granted (in shares) | 6,082,740 | ||||
Fair value of vested stock awards (other than options) | $ 35,700 | $ 15,100 | $ 17,400 | ||
Equity based compensation expense | $ 36,825 | 33,162 | 15,355 | ||
Cash-settled Performance Stock [Member] | |||||
Awards | |||||
Vested (in shares) | (800,000) | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||||
Granted (in shares) | 5,500,000 | ||||
Equity based compensation expense | $ (14,789) | $ 22,360 | $ 1,814 | ||
Modified Performance Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||||
Equity based compensation expense | $ 10,000 |
Stock-Based Compensation - As_3
Stock-Based Compensation - Assumptions Used for Liability Awards (Details) | 12 Months Ended |
Dec. 31, 2022 shares | |
Cash-settled Restricted Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted (in shares) | 5,500,000 |
Cash-settled Performance Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted (in shares) | 5,500,000 |
Derivative Instruments - Schedu
Derivative Instruments - Schedule of Swap Contracts (Details) - Not Designated as Hedging Instrument | 12 Months Ended |
Dec. 31, 2022 MMBTU bbl / d $ / bbl $ / MMBTU bbl | |
Crude Oil Basis Swaps - Period One | |
Derivative [Line Items] | |
Volume (Bbls) | bbl | 729,999 |
Volume (Bbls/d) | bbl / d | 8,111 |
Weighted Average Differential ($/Bbl or $/MMBtu) | 0.55 |
Crude Oil Basis Swaps - Period Two | |
Derivative [Line Items] | |
Volume (Bbls) | bbl | 739,499 |
Volume (Bbls/d) | bbl / d | 8,126 |
Weighted Average Differential ($/Bbl or $/MMBtu) | 0.55 |
Crude Oil Basis Swaps - Period Three | |
Derivative [Line Items] | |
Volume (Bbls) | bbl | 749,000 |
Volume (Bbls/d) | bbl / d | 8,141 |
Weighted Average Differential ($/Bbl or $/MMBtu) | 0.52 |
Crude Oil Basis Swaps - Period Four | |
Derivative [Line Items] | |
Volume (Bbls) | bbl | 749,002 |
Volume (Bbls/d) | bbl / d | 8,141 |
Weighted Average Differential ($/Bbl or $/MMBtu) | 0.52 |
Crude Oil Swap - Period One [Member] [Domain] | NYMEX WTI [Member] | |
Derivative [Line Items] | |
Volume (Bbls) | bbl | 1,575,000 |
Volume (Bbls/d) | bbl / d | 17,500 |
Derivative, Swap Type, Average Fixed Price | 90.58 |
Crude Oil Swap - Period Two [Domain] | NYMEX WTI [Member] | |
Derivative [Line Items] | |
Volume (Bbls) | bbl | 1,592,500 |
Volume (Bbls/d) | bbl / d | 17,500 |
Derivative, Swap Type, Average Fixed Price | 87.64 |
Crude Oil Swap - Period Three [Member] | NYMEX WTI [Member] | |
Derivative [Line Items] | |
Volume (Bbls) | bbl | 1,472,000 |
Volume (Bbls/d) | bbl / d | 16,000 |
Derivative, Swap Type, Average Fixed Price | 86.36 |
Crude Oil Swap - Period Four [Member] | NYMEX WTI [Member] | |
Derivative [Line Items] | |
Volume (Bbls) | bbl | 1,472,000 |
Volume (Bbls/d) | bbl / d | 16,000 |
Derivative, Swap Type, Average Fixed Price | 84.11 |
Crude Oil Swap - Period Five | NYMEX WTI [Member] | |
Derivative [Line Items] | |
Volume (Bbls) | bbl | 1,092,000 |
Volume (Bbls/d) | bbl / d | 12,000 |
Derivative, Swap Type, Average Fixed Price | 78.46 |
Crude Oil Swap - Period Six | NYMEX WTI [Member] | |
Derivative [Line Items] | |
Volume (Bbls) | bbl | 1,092,000 |
Volume (Bbls/d) | bbl / d | 12,000 |
Derivative, Swap Type, Average Fixed Price | 77.30 |
Crude Oil Collars - Period One [Member] | NYMEX WTI [Member] | |
Derivative [Line Items] | |
Volume (Bbls) | bbl | 810,000 |
Volume (Bbls/d) | bbl / d | 9,000 |
Derivative, Average Floor Price | 75.56 |
Derivative, Average Cap Price | 91.15 |
Crude Oil Collars - Period Two | NYMEX WTI [Member] | |
Derivative [Line Items] | |
Volume (Bbls) | bbl | 819,000 |
Volume (Bbls/d) | bbl / d | 9,000 |
Derivative, Average Floor Price | 75.56 |
Derivative, Average Cap Price | 91.15 |
Crude Oil Roll Differential Swap - Period One | |
Derivative [Line Items] | |
Volume (Bbls) | bbl | 1,350,000 |
Volume (Bbls/d) | bbl / d | 15,000 |
Weighted Average Differential ($/Bbl or $/MMBtu) | 1.34 |
Crude Oil Roll Differential Swap - Period Two | |
Derivative [Line Items] | |
Volume (Bbls) | bbl | 1,365,000 |
Volume (Bbls/d) | bbl / d | 15,000 |
Weighted Average Differential ($/Bbl or $/MMBtu) | 1.25 |
Crude Oil Roll Differential Swap - Period Three | |
Derivative [Line Items] | |
Volume (Bbls) | bbl | 1,380,000 |
Volume (Bbls/d) | bbl / d | 15,000 |
Weighted Average Differential ($/Bbl or $/MMBtu) | 1.23 |
Crude Oil Roll Differential Swap - Period Four | |
Derivative [Line Items] | |
Volume (Bbls) | bbl | 1,380,000 |
Volume (Bbls/d) | bbl / d | 15,000 |
Weighted Average Differential ($/Bbl or $/MMBtu) | 1.22 |
Natural Gas Swaps - Henry Hub - Period One [Member] | |
Derivative [Line Items] | |
Derivative, Swap Type, Average Fixed Price | $ / MMBTU | 7.64 |
Derivative, Nonmonetary Notional Amount, Energy Measure | MMBTU | 1,670,157 |
Derivative, Nonmonetary Notional Amount, Energy Measure Per Day | MMBTU | 18,557 |
Natural Gas Swaps - Henry Hub - Period Two [Member] | |
Derivative [Line Items] | |
Derivative, Swap Type, Average Fixed Price | $ / MMBTU | 4.70 |
Derivative, Nonmonetary Notional Amount, Energy Measure | MMBTU | 1,572,752 |
Derivative, Nonmonetary Notional Amount, Energy Measure Per Day | MMBTU | 17,283 |
Natural Gas Swaps - Henry Hub - Period Three [Member] | |
Derivative [Line Items] | |
Derivative, Swap Type, Average Fixed Price | $ / MMBTU | 4.70 |
Derivative, Nonmonetary Notional Amount, Energy Measure | MMBTU | 1,486,925 |
Derivative, Nonmonetary Notional Amount, Energy Measure Per Day | MMBTU | 16,162 |
Natural Gas Swaps - Henry Hub - Period Four [Member] | |
Derivative [Line Items] | |
Derivative, Swap Type, Average Fixed Price | $ / MMBTU | 4.90 |
Derivative, Nonmonetary Notional Amount, Energy Measure | MMBTU | 1,413,628 |
Derivative, Nonmonetary Notional Amount, Energy Measure Per Day | MMBTU | 15,366 |
Natural Gas Basis Swap - Period One [Member] | |
Derivative [Line Items] | |
Weighted Average Differential ($/Bbl or $/MMBtu) | 1.10 |
Derivative, Nonmonetary Notional Amount, Energy Measure | MMBTU | 6,075,000 |
Derivative, Nonmonetary Notional Amount, Energy Measure Per Day | MMBTU | 67,500 |
Natural Gas Basis Swap - Period Two | |
Derivative [Line Items] | |
Weighted Average Differential ($/Bbl or $/MMBtu) | 1.30 |
Derivative, Nonmonetary Notional Amount, Energy Measure | MMBTU | 6,142,500 |
Derivative, Nonmonetary Notional Amount, Energy Measure Per Day | MMBTU | 67,500 |
Natural Gas Basis Swap - Period Three | |
Derivative [Line Items] | |
Weighted Average Differential ($/Bbl or $/MMBtu) | 1.30 |
Derivative, Nonmonetary Notional Amount, Energy Measure | MMBTU | 6,210,000 |
Derivative, Nonmonetary Notional Amount, Energy Measure Per Day | MMBTU | 67,500 |
Natural Gas Basis Swap - Period Four | |
Derivative [Line Items] | |
Weighted Average Differential ($/Bbl or $/MMBtu) | 1.30 |
Derivative, Nonmonetary Notional Amount, Energy Measure | MMBTU | 6,210,000 |
Derivative, Nonmonetary Notional Amount, Energy Measure Per Day | MMBTU | 67,500 |
Natural Gas Basis Swap - Period Five | |
Derivative [Line Items] | |
Weighted Average Differential ($/Bbl or $/MMBtu) | 0.59 |
Derivative, Nonmonetary Notional Amount, Energy Measure | MMBTU | 1,820,000 |
Derivative, Nonmonetary Notional Amount, Energy Measure Per Day | MMBTU | 20,000 |
Natural Gas Basis Swap - Period Six | |
Derivative [Line Items] | |
Weighted Average Differential ($/Bbl or $/MMBtu) | 0.67 |
Derivative, Nonmonetary Notional Amount, Energy Measure | MMBTU | 1,820,000 |
Derivative, Nonmonetary Notional Amount, Energy Measure Per Day | MMBTU | 20,000 |
Natural Gas Basis Swap - Period Seven | |
Derivative [Line Items] | |
Weighted Average Differential ($/Bbl or $/MMBtu) | 0.66 |
Derivative, Nonmonetary Notional Amount, Energy Measure | MMBTU | 1,840,000 |
Derivative, Nonmonetary Notional Amount, Energy Measure Per Day | MMBTU | 20,000 |
Natural Gas Basis Swap - Period Eight | |
Derivative [Line Items] | |
Weighted Average Differential ($/Bbl or $/MMBtu) | 0.64 |
Derivative, Nonmonetary Notional Amount, Energy Measure | MMBTU | 1,840,000 |
Derivative, Nonmonetary Notional Amount, Energy Measure Per Day | MMBTU | 20,000 |
Natural Gas Collars - Period One [Member] | |
Derivative [Line Items] | |
Derivative, Average Floor Price | 4.67 |
Derivative, Average Cap Price | 10.33 |
Derivative, Nonmonetary Notional Amount, Energy Measure | MMBTU | 7,104,843 |
Derivative, Nonmonetary Notional Amount, Energy Measure Per Day | MMBTU | 78,943 |
Natural Gas Collars - Period Two | |
Derivative [Line Items] | |
Derivative, Average Floor Price | 3.64 |
Derivative, Average Cap Price | 7.62 |
Derivative, Nonmonetary Notional Amount, Energy Measure | MMBTU | 6,389,748 |
Derivative, Nonmonetary Notional Amount, Energy Measure Per Day | MMBTU | 70,217 |
Natural Gas Collars - Period Three | |
Derivative [Line Items] | |
Derivative, Average Floor Price | 3.64 |
Derivative, Average Cap Price | 7.52 |
Derivative, Nonmonetary Notional Amount, Energy Measure | MMBTU | 6,563,075 |
Derivative, Nonmonetary Notional Amount, Energy Measure Per Day | MMBTU | 71,338 |
Natural Gas Collars - Period Four | |
Derivative [Line Items] | |
Derivative, Average Floor Price | 3.66 |
Derivative, Average Cap Price | 8.22 |
Derivative, Nonmonetary Notional Amount, Energy Measure | MMBTU | 6,636,372 |
Derivative, Nonmonetary Notional Amount, Energy Measure Per Day | MMBTU | 72,134 |
Crude Oil Collars - Period Three | NYMEX WTI [Member] | |
Derivative [Line Items] | |
Volume (Bbls) | bbl | 644,000 |
Volume (Bbls/d) | bbl / d | 7,000 |
Derivative, Average Floor Price | 76.43 |
Derivative, Average Cap Price | 92.70 |
Crude Oil Collars - Period Four | NYMEX WTI [Member] | |
Derivative [Line Items] | |
Volume (Bbls) | bbl | 644,000 |
Volume (Bbls/d) | bbl / d | 7,000 |
Derivative, Average Floor Price | 76.43 |
Derivative, Average Cap Price | 92.70 |
Crude Oil Swap - Period Seven | NYMEX WTI [Member] | |
Derivative [Line Items] | |
Volume (Bbls) | bbl | 1,104,000 |
Volume (Bbls/d) | bbl / d | 12,000 |
Derivative, Swap Type, Average Fixed Price | 76.21 |
Crude Oil Swap - Period Eight | NYMEX WTI [Member] | |
Derivative [Line Items] | |
Volume (Bbls) | bbl | 1,104,000 |
Volume (Bbls/d) | bbl / d | 12,000 |
Derivative, Swap Type, Average Fixed Price | 75.27 |
Crude Oil Basis Swap - Period Five | |
Derivative [Line Items] | |
Volume (Bbls) | bbl | 637,000 |
Volume (Bbls/d) | bbl / d | 7,000 |
Weighted Average Differential ($/Bbl or $/MMBtu) | 0.43 |
Crude Oil Basis Swap - Period Six | |
Derivative [Line Items] | |
Volume (Bbls) | bbl | 637,000 |
Volume (Bbls/d) | bbl / d | 7,000 |
Weighted Average Differential ($/Bbl or $/MMBtu) | 0.43 |
Crude Oil Basis Swap - Period Seven | |
Derivative [Line Items] | |
Volume (Bbls) | bbl | 644,000 |
Volume (Bbls/d) | bbl / d | 7,000 |
Weighted Average Differential ($/Bbl or $/MMBtu) | 0.43 |
Crude Oil Basis Swap - Period Eight | |
Derivative [Line Items] | |
Volume (Bbls) | bbl | 644,000 |
Volume (Bbls/d) | bbl / d | 7,000 |
Weighted Average Differential ($/Bbl or $/MMBtu) | 0.43 |
Crude Oil Roll Differential Swap - Period Five | |
Derivative [Line Items] | |
Volume (Bbls) | bbl | 637,000 |
Volume (Bbls/d) | bbl / d | 7,000 |
Weighted Average Differential ($/Bbl or $/MMBtu) | 0.75 |
Crude Oil Roll Differential Swap - Period Six | |
Derivative [Line Items] | |
Volume (Bbls) | bbl | 637,000 |
Volume (Bbls/d) | bbl / d | 7,000 |
Weighted Average Differential ($/Bbl or $/MMBtu) | 0.74 |
Crude Oil Roll Differential Swap - Period Seven | |
Derivative [Line Items] | |
Volume (Bbls) | bbl | 644,000 |
Volume (Bbls/d) | bbl / d | 7,000 |
Weighted Average Differential ($/Bbl or $/MMBtu) | 0.73 |
Crude Oil Roll Differential Swap - Period Eight | |
Derivative [Line Items] | |
Volume (Bbls) | bbl | 644,000 |
Volume (Bbls/d) | bbl / d | 7,000 |
Weighted Average Differential ($/Bbl or $/MMBtu) | 0.72 |
Natural Gas Swaps - Henry Hub - Period Five [Member] | |
Derivative [Line Items] | |
Derivative, Swap Type, Average Fixed Price | $ / MMBTU | 5.01 |
Derivative, Nonmonetary Notional Amount, Energy Measure | MMBTU | 464,919 |
Derivative, Nonmonetary Notional Amount, Energy Measure Per Day | MMBTU | 5,109 |
Natural Gas Swaps - Henry Hub - Period Six | |
Derivative [Line Items] | |
Derivative, Swap Type, Average Fixed Price | $ / MMBTU | 3.93 |
Derivative, Nonmonetary Notional Amount, Energy Measure | MMBTU | 446,321 |
Derivative, Nonmonetary Notional Amount, Energy Measure Per Day | MMBTU | 4,905 |
Natural Gas Swaps - Henry Hub - Period Seven | |
Derivative [Line Items] | |
Derivative, Swap Type, Average Fixed Price | $ / MMBTU | 4.01 |
Derivative, Nonmonetary Notional Amount, Energy Measure | MMBTU | 429,388 |
Derivative, Nonmonetary Notional Amount, Energy Measure Per Day | MMBTU | 4,667 |
Natural Gas Swaps - Henry Hub - Period Eight | |
Derivative [Line Items] | |
Derivative, Swap Type, Average Fixed Price | $ / MMBTU | 4.32 |
Derivative, Nonmonetary Notional Amount, Energy Measure | MMBTU | 413,899 |
Derivative, Nonmonetary Notional Amount, Energy Measure Per Day | MMBTU | 4,499 |
Natural Gas Collars - Period Five | |
Derivative [Line Items] | |
Derivative, Average Floor Price | 3.36 |
Derivative, Average Cap Price | 9.44 |
Derivative, Nonmonetary Notional Amount, Energy Measure | MMBTU | 3,175,081 |
Derivative, Nonmonetary Notional Amount, Energy Measure Per Day | MMBTU | 34,891 |
Natural Gas Collars - Period Six | |
Derivative [Line Items] | |
Derivative, Average Floor Price | 3 |
Derivative, Average Cap Price | 6.45 |
Derivative, Nonmonetary Notional Amount, Energy Measure | MMBTU | 1,373,679 |
Derivative, Nonmonetary Notional Amount, Energy Measure Per Day | MMBTU | 15,095 |
Natural Gas Collars - Period Seven | |
Derivative [Line Items] | |
Derivative, Average Floor Price | 3 |
Derivative, Average Cap Price | 6.52 |
Derivative, Nonmonetary Notional Amount, Energy Measure | MMBTU | 1,410,612 |
Derivative, Nonmonetary Notional Amount, Energy Measure Per Day | MMBTU | 15,333 |
Natural Gas Collars - Period Eight | |
Derivative [Line Items] | |
Derivative, Average Floor Price | 3.25 |
Derivative, Average Cap Price | 7.30 |
Derivative, Nonmonetary Notional Amount, Energy Measure | MMBTU | 1,426,101 |
Derivative, Nonmonetary Notional Amount, Energy Measure Per Day | MMBTU | 15,501 |
Derivative Instruments - Gain (
Derivative Instruments - Gain (Loss) On Derivative Instruments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Net gain (loss) on derivative instruments | $ (42,368) | $ (148,825) | $ (64,535) |
Derivative Instruments - Fair V
Derivative Instruments - Fair Value of Derivative Instruments Balance Sheet Classification (Details) - Not Designated as Hedging Instrument - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Derivative instruments | ||
Derivative Asset, Fair Value, Amount Not Offset Against Collateral [Abstract] | ||
Gross Fair Value Asset/Liability Amounts | $ 125,120 | $ 3,284 |
Gross Amounts Offset | (24,323) | (3,284) |
Net Recognized Fair Value Assets/Liabilities | 100,797 | 0 |
Derivative instruments | ||
Derivative Liability, Fair Value, Amount Not Offset Against Collateral [Abstract] | ||
Gross Fair Value Asset/Liability Amounts | 26,321 | 38,434 |
Gross Amounts Offset | (24,323) | (3,284) |
Net Recognized Fair Value Assets/Liabilities | 1,998 | 35,150 |
Other noncurrent assets | ||
Derivative Asset, Fair Value, Amount Not Offset Against Collateral [Abstract] | ||
Gross Fair Value Asset/Liability Amounts | 22,016 | 585 |
Gross Amounts Offset | (3,691) | (345) |
Net Recognized Fair Value Assets/Liabilities | 18,325 | 240 |
Other noncurrent liabilities | ||
Derivative Liability, Fair Value, Amount Not Offset Against Collateral [Abstract] | ||
Gross Fair Value Asset/Liability Amounts | 6,349 | 345 |
Gross Amounts Offset | (3,691) | (345) |
Net Recognized Fair Value Assets/Liabilities | $ 2,658 | $ 0 |
Fair Value Measurements Schedul
Fair Value Measurements Schedule of Fair Value of Derivative Assets and Liabilities (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | $ 0 | $ 0 |
Derivative Asset | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | 4,656 | 35,150 |
Derivative Asset | 119,122 | 240 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | 0 | 0 |
Derivative Asset | $ 0 | $ 0 |
Fair Value Measurements Sched_2
Fair Value Measurements Schedule of Fair Value of Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||||||
Sep. 01, 2022 | May 22, 2020 | Mar. 15, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2022 | Mar. 26, 2021 | Mar. 19, 2021 | Nov. 30, 2017 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Long-term debt, net | $ 825,565 | $ 2,140,798 | |||||||
Proved Property [Member] | Minimum | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Percentage of Undiscounted cash flows exceeding carrying values | 30% | ||||||||
Proved Property [Member] | Maximum | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Percentage of Undiscounted cash flows exceeding carrying values | 100% | ||||||||
Proved Property [Member] | Fair Value, Nonrecurring [Member] | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Property, Plant, and Equipment, Fair Value Disclosure | $ 179,600 | $ 771,400 | |||||||
Asset Impairment Charges | 591,800 | $ 591,800 | |||||||
Senior Notes | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Long-term debt, net | 800,565 | 1,755,798 | |||||||
Senior Notes Due 2026 | Senior Notes | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Fair value of senior notes | 286,554 | 264,366 | |||||||
Long-term debt | 289,448 | 289,448 | $ 400,000 | ||||||
Interest rate, stated percentage | 5.375% | ||||||||
Senior Notes Due 2027 | Senior Notes | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Fair value of senior notes | 361,696 | 337,126 | |||||||
Long-term debt | $ 500,000 | 356,351 | 356,351 | ||||||
Debt Instrument, Issued Price, Percentage | 99.235% | ||||||||
Interest rate, stated percentage | 6.875% | ||||||||
Senior Secured Note due 2025 | Senior Notes | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Long-term debt | $ 127,100 | ||||||||
Debt Instrument, Issued Price, Percentage | 100% | ||||||||
Interest rate, stated percentage | 8% | ||||||||
Convertible Senior Notes Due 2028 | Convertible Notes Payable | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Fair value of senior notes | 215,279 | 285,858 | |||||||
Long-term debt | 170,000 | 170,000 | $ 20,000 | $ 150,000 | |||||
Interest rate, stated percentage | 3.25% | ||||||||
7.75% Senior Notes Due 2026 | Senior Notes | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Fair value of senior notes | 0 | 291,338 | |||||||
Long-term debt | $ 300,000 | 0 | 300,000 | ||||||
Interest rate, stated percentage | 7.75% | ||||||||
5.875% Senior Notes Due 2029 | Senior Notes | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Fair value of senior notes | 0 | 601,125 | |||||||
Long-term debt | 0 | 700,000 | |||||||
Debt Instrument, Issued Price, Percentage | 92.96% | ||||||||
5.875% Senior Notes Due 2029 | Convertible Notes Payable | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Long-term debt | $ 700,000 | 0 | 700,000 | ||||||
Interest rate, stated percentage | 5.875% | ||||||||
Carrying Value | Senior Notes Due 2026 | Senior Notes | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Long-term debt, net | 285,666 | 286,512 | |||||||
Carrying Value | Senior Notes Due 2027 | Senior Notes | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Long-term debt, net | 350,712 | 351,632 | |||||||
Carrying Value | Convertible Senior Notes Due 2028 | Convertible Notes Payable | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Long-term debt, net | 164,187 | 165,025 | |||||||
Carrying Value | 7.75% Senior Notes Due 2026 | Senior Notes | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Long-term debt, net | 0 | 300,000 | |||||||
Carrying Value | 5.875% Senior Notes Due 2029 | Senior Notes | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Long-term debt, net | 0 | 652,629 | |||||||
Revolving Credit Facility | Line of Credit | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Fair value of senior notes | 25,000 | 385,000 | |||||||
Long-term Debt, Gross | 25,000 | 385,000 | |||||||
Long-term debt | 25,000 | 385,000 | |||||||
Revolving Credit Facility | Carrying Value | Line of Credit | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Long-term Debt, Gross | $ 25,000 | $ 385,000 |
Equity (Details)
Equity (Details) | 12 Months Ended | ||||||
Nov. 29, 2022 USD ($) | Dec. 31, 2022 vote $ / shares shares | Sep. 01, 2022 USD ($) | Aug. 29, 2022 shares | Aug. 28, 2022 shares | Feb. 28, 2022 USD ($) | Dec. 31, 2021 shares | |
Class of Stock [Line Items] | |||||||
Common stock, shares authorized (in shares) | 1,500,000,000 | 1,500,000,000 | |||||
Common stock, shares outstanding (in shares) | 284,696,972 | ||||||
Preferred stock, shares authorized (in shares) | 1,000,000 | ||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||||
Dividend paid | $ / shares | $ 27,900,000 | ||||||
OpCo | |||||||
Class of Stock [Line Items] | |||||||
Ownership interest of non-controlling interest | 48% | ||||||
Common Class A | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares authorized (in shares) | 1,000,000,000 | 600,000,000 | |||||
Common stock, shares outstanding (in shares) | 288,532,257 | ||||||
Common stock, number of votes per share (in votes) | vote | 1 | ||||||
Common stock, threshold for election of directors | 50% | ||||||
Cash dividend | $ | $ 0.05 | ||||||
Common Class A | Repurchase Program | |||||||
Class of Stock [Line Items] | |||||||
Stock repurchase program, authorized amount | $ | $ 350,000,000 | ||||||
Stock repurchase program, authorized amount, increase | $ | $ 500,000,000 | ||||||
Class C | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares authorized (in shares) | 500,000,000 | 20,000,000 | |||||
Common stock, shares outstanding (in shares) | 269,300,000 | 0 | |||||
Cash dividend | $ | $ 0.05 |
Shareholders' Equity and Noncon
Shareholders' Equity and Noncontrolling Interest - Warrants (Details) - $ / shares | Mar. 01, 2017 | Dec. 31, 2022 |
Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrant, cashless exercise, average common stock price per share (in dollars per share) | $ 11.50 | |
Warrants To Purchase Class A Common Stock, Private Placement | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding (in shares) | 8,000,000 | |
Warrants To Purchase Class A Common Stock, Silver Run | ||
Class of Warrant or Right [Line Items] | ||
Warrants, number of class A shares per warrant (in shares) | 1 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Net income (loss) attributable to Class A Common Stock | $ 515,037 | $ 138,175 | $ (682,837) |
Adjusted net income (loss) attributable to Class A Common Stock | $ 520,521 | $ 143,091 | $ (682,837) |
Basic weighted average share outstanding of Class A Common Stock (in shares) | 286,160 | 280,871 | 277,368 |
Add: Dilutive effects of Convertible Senior Notes | 27,074 | 21,363 | 0 |
Add: Dilutive effects of equity awards (in shares) | 9,582 | 7,936 | 0 |
Diluted weighted average shares of Class A Common Stock outstanding | 322,816 | 310,170 | 277,368 |
Basic net earnings (loss) per share of Class A Common Stock (in dollars per share) | $ 1.80 | $ 0.49 | $ (2.46) |
Diluted net earnings (loss) per share of Class A Common Stock (in dollars per share) | $ 1.61 | $ 0.46 | $ (2.46) |
Convertible Debt | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Add: Interest on Convertible Senior Notes, net of tax | $ 5,484 | $ 4,916 | $ 0 |
Earnings Per Share - Summary of
Earnings Per Share - Summary of Shares Excluded From Diluted Earnings Per Share Calculation (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Out-of-the-money stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-diluted shares excluded from computation of earnings per share (in shares) | 2,038 | 2,222 | 3,571 |
Restricted stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-diluted shares excluded from computation of earnings per share (in shares) | 823 | 589 | 6,299 |
Performance stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-diluted shares excluded from computation of earnings per share (in shares) | 941 | 100 | 13 |
Employee Stock Purchase Plan | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-diluted shares excluded from computation of earnings per share (in shares) | 0 | 7 | 76 |
Weighted average shares of Class C Common Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-diluted shares excluded from computation of earnings per share (in shares) | 90,013 | 0 | 261 |
Private Placement Warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-diluted shares excluded from computation of earnings per share (in shares) | 0 | 6,000 | 8,000 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Expense and Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current taxes | |||
Federal | $ 0 | $ 0 | $ 0 |
State | (2,796) | (569) | 0 |
Current taxes | (2,796) | (569) | 0 |
Deferred taxes | |||
Federal | (106,011) | 0 | 80,091 |
State | (11,485) | 0 | 5,033 |
Deferred taxes | (117,496) | 0 | 85,124 |
Income tax (expense) benefit | $ (120,292) | $ (569) | $ 85,124 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Income tax (expense) benefit at the federal statutory rate | $ (182,728) | $ (29,136) | $ 161,768 |
State income tax (expense) benefit - net of federal benefit | (16,007) | (1,648) | 9,046 |
Noncontrolling interest in partnership | 49,309 | 0 | (496) |
Nondeductible stock-based and other compensation | (10,827) | (6,609) | (8,047) |
Nondeductible expenses | (122) | (83) | (151) |
Change in valuation allowance | 40,083 | 36,907 | (76,996) |
Income tax (expense) benefit | $ (120,292) | $ (569) | $ 85,124 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Asset and Liability within the Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Other noncurrent assets | $ 4,499 | $ 0 |
Deferred income taxes | (4,430) | (2,589) |
Net deferred tax asset (liability) | $ 69 | |
Net deferred tax asset (liability) | $ (2,589) |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 73,337 | $ 110,371 |
Capitalized intangible drilling costs | 0 | 113,625 |
Stock-based compensation | 0 | 4,198 |
Derivative assets | 0 | 7,770 |
Asset retirement obligations | 0 | 3,837 |
Other assets | 273 | 4,712 |
Total deferred tax assets | 73,610 | 244,513 |
Deferred tax liabilities: | ||
Investment in OpCo | (73,535) | 0 |
Oil and gas properties | 0 | (207,013) |
Total deferred tax liabilities | (73,535) | (207,013) |
Valuation allowance | (6) | (40,089) |
Net deferred tax asset (liability) | $ 69 | |
Net deferred tax asset (liability) | $ (2,589) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Income Tax [Line Items] | |
Deferred income tax benefit | $ 120,200 |
US federal net operating loss carryover | 270,400 |
State net operating loss carryover | 200 |
Valuation allowance | 40,100 |
Stock issued during period | 2,087,207 |
Additional Paid-In Capital | |
Income Tax [Line Items] | |
Stock issued during period | (412,734) |
Domestic Tax Authority | |
Income Tax [Line Items] | |
Operating loss carryforwards | 349,200 |
State | |
Income Tax [Line Items] | |
Operating loss carryforwards | $ 200 |
Transactions with Related Par_2
Transactions with Related Parties - Schedule of Costs Incurred and Payables with Related Parties (Details) - Affiliated Entity - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 23, 2022 | |
Lucid | ||||
Related Party Transaction [Line Items] | ||||
Oil and gas sales | $ 25,117 | $ 21,533 | $ 5,089 | |
Related Party Transaction, Expenses from Transactions with Related Party | 5,398 | 6,870 | 4,818 | |
Accounts receivable, net | 0 | 5,562 | ||
Streamline | ||||
Related Party Transaction [Line Items] | ||||
Related Party Transaction, Expenses from Transactions with Related Party | 1,465 | 0 | 0 | |
Maple | ||||
Related Party Transaction [Line Items] | ||||
Oil and gas sales | 8,354 | 0 | 0 | |
Related Party Transaction, Expenses from Transactions with Related Party | 4,368 | 0 | 0 | |
Capital expenditures | 11,196 | 0 | 0 | |
Accounts receivable, net | 128 | 0 | ||
Accounts payable and accrued expenses | 2,790 | 0 | ||
Related party transaction payments | $ 60,000 | |||
LM Energy Partners | ||||
Related Party Transaction [Line Items] | ||||
Related Party Transaction, Expenses from Transactions with Related Party | 4,024 | 0 | $ 0 | |
Accounts payable and accrued expenses | 2,283 | $ 0 | ||
Colgate Holdings | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction payments | $ 1,500 |
Commitments and Contingencies -
Commitments and Contingencies - Future Minimum Lease Payments (Details) - Purchase obligations $ in Thousands | Dec. 31, 2022 USD ($) |
Operating Leases and Other Contractual Commitments, Future Minimum Payments Due [Line Items] | |
2022 | $ 27,488 |
2023 | 10,780 |
2024 | 5,192 |
2025 | 5,192 |
2026 | 0 |
Thereafter | 0 |
Total | $ 48,652 |
Commitments and Contingencies_2
Commitments and Contingencies - Narrative (Details) bbl / d in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Aug. 31, 2018 bbl / d | Aug. 31, 2018 | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Other Commitments [Line Items] | |||||
Gathering, processing and transportation expenses | $ 97,915 | $ 85,896 | $ 71,309 | ||
Oil and Gas Producing Activities, Electricity Costs | 8,000 | $ 7,900 | |||
Purchase Obligation, Electricity Agreement | 20,800 | ||||
Purchase Obligation, Frac Sand Agreement | 27,900 | ||||
Amount Paid Under Frac Sand Agreement | 11,300 | ||||
Minimum | |||||
Other Commitments [Line Items] | |||||
Loss Contingency, Estimate of Possible Loss | 0 | ||||
Maximum | |||||
Other Commitments [Line Items] | |||||
Loss Contingency, Estimate of Possible Loss | $ 7,600 | ||||
Permian Basin Agreement | |||||
Other Commitments [Line Items] | |||||
Delivery commitment term | 2 years 6 months | ||||
Permian Basin Agreement | Minimum | |||||
Other Commitments [Line Items] | |||||
Delivery commitment, firm gross sales per day (in barrels) | bbl / d | 29 |
Revenues - Schedule of Disaggre
Revenues - Schedule of Disaggregated Revenues (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Oil and gas sales | $ 2,131,265 | $ 1,029,892 | $ 580,456 |
Oil sales | |||
Disaggregation of Revenue [Line Items] | |||
Oil and gas sales | 1,622,035 | 743,069 | 475,694 |
Natural gas sales | |||
Disaggregation of Revenue [Line Items] | |||
Oil and gas sales | 276,957 | 149,478 | 46,776 |
NGL sales | |||
Disaggregation of Revenue [Line Items] | |||
Oil and gas sales | $ 232,273 | $ 137,345 | $ 57,986 |
Revenues - Performance Obligati
Revenues - Performance Obligation Payment Terms (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Accrued oil and gas sales receivable, net | $ 206,266 | $ 57,287 |
Natural Gas and NGL sales | Minimum | ||
Disaggregation of Revenue [Line Items] | ||
Performance obligations billing cycle | 30 days | |
Natural Gas and NGL sales | Maximum | ||
Disaggregation of Revenue [Line Items] | ||
Performance obligations billing cycle | 90 days | |
Oil sales | ||
Disaggregation of Revenue [Line Items] | ||
Performance obligations billing cycle | 30 days |
Leases - Additional Information
Leases - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Lessee, Lease, Description [Line Items] | |
Renewal term (up to) | 5 years |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease term | 1 month |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease term | 10 years |
Leases - Schedule of Lease Expe
Leases - Schedule of Lease Expenses and Other Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Weighted-average discount rate | 5.02% | 4.62% |
Weighted-average remaining lease term (years) | 4 years 6 months 18 days | 9 years 2 months 12 days |
Lease costs | ||
Operating lease cost | $ 27,900 | $ 3,655 |
Variable lease cost | 892 | 173 |
Short-term lease cost | 42,567 | 40,002 |
Total Lease Cost | $ 71,359 | $ 43,830 |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Operating Lease Liabilities (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Operating Lease Liabilities, Payments Due After Adoption of 842 [Abstract] | |
2023 | $ 31,372 |
2024 | 19,532 |
2025 | 5,139 |
2026 | 4,074 |
2027 | 3,802 |
2028 and thereafter | 16,324 |
Total | 80,243 |
Less: Imputed Interest | (9,143) |
Present value of lease liabilities | $ 71,100 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Lessee, Lease, Description [Line Items] | ||
Operating Lease, Payments | $ 4,757 | $ 2,917 |
Operating Lease, Payments, Use | 23,143 | 0 |
Right-of-Use Asset Obtained In (Derecognized From) Exchange For Operating Lease Liability | $ 63,681 | $ 14,321 |
Subsequent Events Subsequent Ev
Subsequent Events Subsequent Events (Details) $ / shares in Units, $ in Millions | Feb. 16, 2023 USD ($) | Jan. 17, 2023 USD ($) | Mar. 15, 2023 $ / shares | Dec. 09, 2022 a |
Royalty | ||||
Subsequent Event [Line Items] | ||||
Area of Land | a | 3,300 | |||
Leaseholds and Leasehold Improvements | ||||
Subsequent Event [Line Items] | ||||
Area of Land | a | 4,000 | |||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Proceeds from Divestiture of Businesses | $ 125 | |||
Payments for (Proceeds from) Businesses and Interest in Affiliates | $ 60 | |||
Dividends Payable, Amount Per Share | $ / shares | $ 0.05 | |||
Partners' Capital, Distribution Amount Per Share | $ / shares | $ 0.05 | |||
Subsequent Event [Member] | Lea County, New Mexico | ||||
Subsequent Event [Line Items] | ||||
Asset Acquisition, Price of Acquisition, Expected | $ 98 |