Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 13, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | VINE ENERGY INC. | |
Entity Central Index Key | 0001693853 | |
Trading Symbol | VEI | |
Entity File Number | 001-40239 | |
Entity Tax Identification Number | 81-4833927 | |
Entity Incorporation, State or Country Code | DE | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Address, Address Line One | 5800 Granite Parkway | |
Entity Address, Address Line Two | Suite 550 | |
Entity Address, City or Town | Plano | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75024 | |
City Area Code | 469 | |
Local Phone Number | 606-0540 | |
Title of 12(b) Security | Class A Common Stock, par value $0.01 per share | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 41,040,721 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenue: | ||||
Natural gas sales | $ 233,851 | $ 84,116 | $ 387,837 | $ 176,659 |
Realized (loss) gain on commodity derivatives | (24,022) | 45,686 | (24,782) | 87,730 |
Unrealized loss on commodity derivatives | (274,279) | (58,727) | (309,382) | (63,366) |
Total revenue | (64,450) | 71,075 | 53,673 | 201,023 |
Operating Expenses: | ||||
Lease operating | 16,522 | 11,477 | 31,482 | 24,472 |
Gathering and treating | 28,750 | 20,387 | 49,351 | 36,769 |
Production and ad valorem taxes | 6,018 | 4,286 | 10,000 | 8,435 |
General and administrative | 4,772 | 1,349 | 7,355 | 4,680 |
Monitoring fee | 1,787 | 2,077 | 3,525 | |
Stock-based compensation for Existing Management Owners | 13,665 | 13,665 | ||
Depletion, depreciation and accretion | 125,125 | 85,610 | 222,197 | 167,934 |
Exploration | 89 | 60 | 89 | 135 |
Strategic | 1,551 | 2,113 | ||
Severance | 326 | 326 | ||
Write-off of deferred offering costs | 5,787 | |||
Total operating expenses | 194,941 | 126,833 | 336,216 | 254,176 |
Operating Income | (259,391) | (55,758) | (282,543) | (53,153) |
Interest Expense: | ||||
Interest | (23,317) | (28,713) | (53,110) | (58,064) |
Loss on extinguishment of debt | (73,089) | (77,971) | ||
Total interest expense | (96,406) | (28,713) | (131,081) | (58,064) |
Income before income taxes | (355,797) | (84,471) | (413,624) | (111,217) |
Income tax provision | (4,455) | (100) | (4,620) | (250) |
Net income | (360,252) | $ (84,571) | (418,244) | $ (111,467) |
Net income attributable to Vine Energy Inc. | ||||
Net income attributable to Predecessor | (28,939) | |||
Net income attributable to noncontrolling interest | (161,888) | (175,032) | ||
Net income attributable to Vine Energy Inc. | $ (198,364) | $ (214,273) | ||
Net income per share attributable to Vine Energy Inc.: | ||||
Basic | $ (4.83) | $ (9.46) | ||
Diluted | $ (4.83) | $ (9.46) | ||
Weighted average shares outstanding: | ||||
Basic | 41,040,721 | 22,638,796 | ||
Diluted | 41,040,721 | 22,638,796 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 54,988 | $ 15,517 |
Accounts receivable | 116,304 | 77,129 |
Joint interest billing receivables | 16,765 | 18,280 |
Prepaid and other | 7,282 | 3,626 |
Total current assets | 195,339 | 114,552 |
Proved | 3,247,470 | 2,722,419 |
Unproved | 89,993 | |
Accumulated depletion | (1,598,983) | (1,380,065) |
Total natural gas properties, net | 1,738,480 | 1,342,354 |
Other property and equipment, net | 11,722 | 7,936 |
Operating lease right-of-use assets | 15,631 | |
Other | 11,172 | 2,921 |
Total assets | 1,972,344 | 1,467,763 |
Current liabilities: | ||
Accounts payable | 6,854 | 20,986 |
Accrued liabilities | 111,929 | 90,004 |
Revenue payable | 51,678 | 37,552 |
Operating leases | 9,503 | |
Derivatives | 270,853 | 19,948 |
Total current liabilities | 450,817 | 168,490 |
Long-term liabilities: | ||
Second lien credit facility | 144,507 | 142,947 |
Unsecured debt | 930,476 | 898,225 |
Asset retirement obligations | 24,104 | 21,889 |
TRA liability | 6,985 | |
Operating leases | 6,128 | |
Derivatives | 113,402 | 38,341 |
Other | 4,241 | |
Total liabilities | 1,711,419 | 1,457,702 |
Commitments and contingencies | ||
Stockholders' Equity / Partners' Capital | ||
Partners' capital | 10,061 | |
Additional paid-in capital | 355,321 | |
Retained earnings | (214,273) | |
Total stockholders' equity attributable to Vine Energy Inc. | 141,800 | 10,061 |
Non-controlling interest | 119,125 | |
Total stockholders' equity / partners' capital | 260,925 | 10,061 |
Total liabilities and stockholders' equity / partners' capital | 1,972,344 | 1,467,763 |
New RBL [Member] | ||
Long-term liabilities: | ||
Second lien credit facility | 35,000 | |
Prior RBL [Member] | ||
Long-term liabilities: | ||
Second lien credit facility | $ 183,569 | |
Common Class A [Member] | ||
Stockholders' Equity / Partners' Capital | ||
Common stock value | 410 | |
Total stockholders' equity / partners' capital | 410 | |
Common Class B [Member] | ||
Stockholders' Equity / Partners' Capital | ||
Common stock value | 342 | |
Total stockholders' equity / partners' capital | $ 342 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) | Jun. 30, 2021$ / sharesshares |
Class A Common Stock [Member] | |
Common stock par or stated value per share | $ / shares | $ 0.01 |
Common stock shares authorized | 350,000,000 |
Common stock shares outstanding | 41,040,721 |
Class B Common Stock [Member] | |
Common stock par or stated value per share | $ / shares | $ 0.01 |
Common stock shares authorized | 150,000,000 |
Common stock shares outstanding | 34,218,535 |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) $ in Thousands | Total | Partners' Capital [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Non controlling Interest [Member] | Vine Energy Inc [Member] | Vine Energy Inc [Member]Total Shareholders' Equity and Partners' Capital [Member] | Common Class A [Member] | Common Class B [Member] |
Beginning Balance at Dec. 31, 2019 | $ 292,255 | $ 462,517 | $ (170,262) | $ 292,255 | |||||
Net income attributable to Predecessor | (26,896) | (26,896) | (26,896) | ||||||
Ending Balance at Mar. 31, 2020 | 265,359 | 462,517 | (197,158) | $ 265,359 | |||||
Net income attributable to Predecessor | (84,571) | (84,571) | (84,571) | ||||||
Ending Balance at Jun. 30, 2020 | 180,788 | 462,517 | (281,729) | 180,788 | |||||
Beginning Balance at Dec. 31, 2020 | 10,061 | 432,517 | (422,456) | $ 10,061 | |||||
Net income attributable to Predecessor | (28,939) | (28,939) | (28,939) | ||||||
Balance prior to Corporate Reorganization and IPO | (18,878) | 432,517 | (451,395) | (18,878) | |||||
Equity issued in Brix Companies acquisition | 330,005 | $ 329,770 | 330,005 | $ 67 | $ 168 | ||||
Equity issued in Brix Companies acquisition (Shares) | 6,740 | 16,832 | |||||||
Reclassification of refundable deposits | 6,706 | 6,706 | 6,706 | ||||||
Predecessor conversion for Class A Common Stock and Class B Common Stock | $ (439,223) | (12,442) | 451,395 | $ 96 | $ 174 | ||||
Predecessor conversion for Class A Common Stock and Class B Common Stock (Shares) | 9,576 | 17,387 | |||||||
Issuance of Class A Common Stock in Offering, net of fees | 321,971 | 321,724 | 321,971 | $ 247 | |||||
Issuance of Class A Common Stock in Offering, net of fees (shares) | 24,725 | ||||||||
Initial allocation of non-controlling interest in Vine Holdings | (290,646) | $ 290,646 | (290,646) | ||||||
Net income attributable to shareholders | (29,053) | (15,909) | (13,144) | (15,909) | |||||
Ending Balance at Mar. 31, 2021 | 610,751 | 348,406 | (15,909) | 277,502 | 333,249 | $ 410 | $ 342 | ||
Ending Balance ,Shares at Mar. 31, 2021 | 41,041 | 34,219 | |||||||
Offering costs | (976) | (532) | (444) | (532) | |||||
Distribution to Existing Owners | (2,263) | (2,263) | |||||||
Stock-based compensation for Existing Management Owners | 13,665 | 7,447 | 6,218 | 7,447 | |||||
Net income attributable to shareholders | (360,252) | (198,364) | (161,888) | (198,364) | |||||
Ending Balance at Jun. 30, 2021 | $ 260,925 | $ 355,321 | $ (214,273) | $ 119,125 | $ 141,800 | $ 410 | $ 342 | ||
Ending Balance ,Shares at Jun. 30, 2021 | 41,041 | 34,219 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flow - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Operating Activities | ||
Net income | $ (418,244) | $ (111,467) |
Adjustments to reconcile net income to operating cash flow: | ||
Depletion, depreciation and accretion | 222,197 | 167,934 |
Amortization of financing costs and debt discount | 5,128 | 8,802 |
Non-cash loss on extinguishment of debt | 15,398 | |
Cash redemption premiums on extinguishment of debt | 62,573 | |
Non-cash write-off of deferred offering costs | 5,787 | |
Non-cash stock-based compensation | 13,665 | |
Unrealized loss on commodity derivatives | 309,382 | 63,366 |
Volumetric and production adjustment to gas gathering liability | (2,567) | |
Other | 131 | (2) |
Changes in assets and liabilities: | ||
Accounts receivable | 1,049 | 9,582 |
Joint interest billing receivables | 5,798 | (5,010) |
Accounts payable and accrued liabilities | (5,579) | 5,806 |
Revenue payable | 154 | (7,576) |
Other | (5,632) | 1,599 |
Operating cash flow | 206,020 | 136,254 |
Investing Activities | ||
Cash received in acquisition of the Brix Companies | 19,858 | |
Capital expenditures | (171,387) | (161,903) |
Investing cash flow | (151,529) | (161,903) |
Financing Activities | ||
Repayment of Brix Credit Facility | (127,500) | |
Proceeds from 6.75% Notes | 950,000 | |
Repayment of unsecured notes, including redemption premiums | (972,573) | |
Proceeds from issuance of Class A common stock, net of fees | 320,995 | |
Deferred financing costs | (28,679) | (4,220) |
Distribution for tax to Existing Owners | (2,263) | |
Financing cash flow | (15,020) | 70,780 |
Net increase in cash and cash equivalents | 39,471 | 45,131 |
Cash and cash equivalents at beginning of period | 15,517 | 18,286 |
Cash and cash equivalents at end of period | 54,988 | 63,417 |
Non-cash investing and financing transactions: | ||
Accrued capital expenditures | 34,730 | 9,590 |
Acquisition of the Brix Companies | 336,990 | |
New RBL [Member] | ||
Financing Activities | ||
Proceeds from New RBL | 73,000 | |
Repayment of New RBL | (38,000) | |
Prior RBL [Member] | ||
Financing Activities | ||
(Repayment) proceeds of Prior RBL | $ (190,000) | $ 75,000 |
Organization and Nature of Oper
Organization and Nature of Operations | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Operations | Note 1. Organization and Nature of Operations Vine Energy Inc. (the “Company” or “Vine Energy”) is a Delaware corporation that was formed for the purpose of effectuating the Company’s initial public offering (the “Offering”) that closed in March 2021. Following the Offering and the transactions related thereto, the Company became a holding company whose sole material asset consists of membership interests in Vine Energy Holdings LLC (“Vine Holdings”). Vine Holdings owns all of the outstanding limited partnership interests in each of Vine Oil & Gas Parent LP (“Vine Oil & Gas”), Brix Oil and Gas Holdings LP (“Brix”) and Harvest Royalties Holdings LP (“Harvest”), the operating subsidiaries through which we operate our assets, and all of the outstanding equity in each of Vine Oil & Gas Parent GP LLC (“Vine Oil & Gas GP”), Brix Oil & Gas Holdings GP LLC (“Brix GP”) and Harvest Royalties Holdings GP LLC (“Harvest GP”), the general partners of Vine Oil & Gas, Brix and Harvest, respectively. Vine Oil & Gas is the accounting predecessor to the Company for all periods prior to the Offering as discussed herein. The Company is the managing member of Vine Holdings and controls and is responsible for all operational, management and administrative decisions relating to Vine Holdings’ business and consolidates the financial results of Vine Holdings and its subsidiaries. Through our operating subsidiaries, we are engaged in the development, production and sale of natural gas in the Haynesville and Mid-Bossier Initial Public Offering In March 2021, we completed the Offering of 24,725,000 shares, including the underwriters’ option to purchase 3,225,000 additional shares, of the Company’s Class A common stock, par value $0.01 per share (“Class A Common Stock”) at a price of $14.00 per share to the public. The sale of the Company’s Class A Common Stock resulted in gross proceeds of $346.2 million to the Company and net proceeds of $321.0 million, after deducting underwriting fees and offering expenses. The material terms of the Offering are described in the Company’s final prospectus, filed with the Securities and Exchange Commission (“SEC”) on March 19 The Company contributed the net proceeds of the Offering to Vine Holdings in exchange for newly issued limited liability interests in Vine Holdings (the “Vine Units”). Vine Holdings utilized the proceeds from the Offering to repay all outstanding borrowings under the Senior Secured Credit Agreement dated as of March 20, 2018 by and among Brix Operating LLC, the lenders from time to time party thereto, and Macquarie Investments US Inc., as administrative agent, as amended from time to time (the “Brix Credit Facility”) and Vine Oil & Gas’s revolving credit facility, dated as of November 25, 2014 (the “Prior RBL”) and to pay fees and expenses related to the Offering and deferred financing costs related to our new reserve-based lending facility (the “New RBL”). Corporate Reorganization Immediately prior to the Notice of Effectiveness from the SEC on March 17, 2021, and in conjunction with the Offering, Vine Holdings underwent a corporate reorganization (“Corporate Reorganization”) whereby (a) the existing owners who directly held equity interests in Vine Oil & Gas, Vine Oil & Gas GP, Brix, Brix GP, Harvest and Harvest GP (together, the “Existing Owners”) contributed such equity interests to Vine Holdings in exchange for newly issued equity in Vine Holdings (the “LLC Interests”) to effectuate a merger of such entities into Vine Holdings with Vine Oil & Gas determined as the accounting acquirer, (b) certain of the Existing Owners contributed a portion of their LLC Interests directly, or indirectly by contribution of blocker entities (entities that are taxable as corporations for U.S. federal income tax purposes, the “Blocker Entities”) holding LLC Interests, to Vine Energy in exchange for newly issued Class A Common Stock and contributed such Class A Common Stock received to Vine Investment II LLC, Brix Investment II LLC, Harvest Investment II LLC, Vine Investment LLC, Brix Investment LLC or Harvest Investment LLC, (together, the “Investment Vehicles”), as applicable, (c) certain of the Existing Owners exchanged the remaining portion of their LLC Interests for Vine Units and subscribed for newly issued Class B common stock of the Company (“Class B Common Stock”) with no economic rights or value and contributed such Vine Units and Class B Common Stock to Vine Investment, Brix Investment and Harvest Investment, as applicable, and (d) the Company contributed the net proceeds of the Offering to Vine Holdings in exchange for newly issued Vine Units and a managing member interest in Vine Holdings. Each share of Class B Common Stock entitles its holder to one vote on all matters to be voted on by Company shareholders. Holders of Class A Common Stock and Class B Common Stock vote together as a single class on all matters presented to our shareholders for their vote or approval, except as otherwise required by applicable law or by our certificate of incorporation. The Class B Common Stock is not listed on any stock exchange. Holders of Vine Units may surrender such units, together with the same number of shares of Class B Common Stock to Vine Holdings in exchange for either (1) a number of shares of Class A Common Stock equal to the product of such number of Vine Units surrendered multiplied by a current exchange rate of one for one, subject to modification under the terms of the Exchange Agreement, or (2) at the Company’s election, cash equal to an amount calculated in accordance with the Exchange Agreement, dated March 17, 2021 (the “Exchange Agreement”). If at any time, a Vine Unit holder surrenders its Vine Units, an equal number of Class B Common Stock shares must be concurrently surrendered. Upon completion of the Offering, 50,000,000 shares of preferred stock, $0.01 par value per share, were authorized, of which no shares were issued or outstanding as of June 30, 2021. Tax Receivable Agreement In connection with the Offering, we entered into a tax receivable agreement with Vine Investment, Brix Investment, Harvest Investment, Vine Investment II, Brix Investment II and Harvest Investment II (such agreement, the “TRA”). The TRA generally provides for the payment by the Company to Vine Investment, Brix Investment, Harvest Investment, Vine Investment II, Brix Investment II and Harvest Investment II, respectively, of % of the net cash savings, if any, in U.S. federal, state and local income tax that the Company (a) actually realizes with respect to taxable periods ending after December 31, 2025 or (b) is deemed to realize in the event of a change of control (as defined under the TRA, which includes certain mergers, asset sales and other forms of business combinations and certain changes to the composition of the Company board) or the TRA terminates early (at our election or as a result of our breach) with respect to any taxable periods ending on or after such change of control or early termination event, in each case, as a result of (i) the tax basis increases resulting from the exchange of Vine Units and the corresponding surrender of an equivalent number of shares of Class B Common Stock by Vine Investment, Brix Investment and Harvest Investment, respectively, for a number of shares of Class A Common Stock on a one-for-one The Company retains the benefit of the remaining 15% of these cash savings, if any. If we experience a change of control or the TRA terminates early, we could be required to make a substantial, immediate lump-sum TRA Liability TRA rights attributable to former owners of the Predecessor The measurement of the TRA liability attributable to the former owners of the Predecessor is accounted for as a contingent liability. Accordingly, when a payment becomes probable and can be estimated, the estimate of the payment will be recorded to the balance sheets with an offset to the statements of operations. As of June 30, 2021, a TRA liability attributable to the former owners of the Predecessor has not been recorded as the Company determined a payment was not probable or estimable. The Company evaluates the realizability of the deferred tax assets resulting from the Corporate Reorganization and the Offering, which relate to certain existing NOLs, disallowed interest expense carryforwards and tax credit carryforwards attributable to the Blocker Entities previously owned by certain of the Existing Owners. If the deferred tax assets are determined to be realizable, the Company then assesses whether payment of amounts under the TRA have become probable. If so, the Company will record a TRA liability equal to 85% of such deferred tax assets. In subsequent periods, the Company assesses the realizability of all of our deferred tax assets subject to the TRA. Should it be determined that a deferred tax asset with a valuation allowance is realizable in a subsequent period, the related valuation allowance will be released and consideration of a corresponding TRA liability will be assessed. The realizability of deferred tax assets, including those attributable to the TRA, is dependent upon the generation of future taxable income during the periods in which those deferred tax assets become deductible and consideration of prudent and feasible tax-planning In future periods, we may obtain an increase in our tax basis resulting from the exchange of Vine Units and the corresponding surrender of an equivalent number of shares of Class B Common Stock by Vine Investment for a number of shares of Class A C Stock • the Company records an increase in deferred tax assets for the estimated income tax effects of the increases in tax basis based on enacted federal, state and local tax rates at the date of the exchange; • to the extent the Company estimates that it will not realize the full benefit represented by the deferred tax asset, based on an analysis that will consider, among other things, the Company’s expectation of future taxable income, the Company reduces the deferred tax asset with a valuation allowance; and • the Company records 85% of the estimated realizable tax benefit (which is the recorded deferred tax asset less any recorded valuation allowance) as an increase to the TRA liability and the remaining 15% of the estimated realizable tax benefit as an increase to additional paid-in The effects of changes in estimates after the date of exchange as well as subsequent changes in the enacted tax rates will be included in the statements of operations. TRA rights attributable to former owners of Brix and Harvest (collectively, the “Brix Companies”) The TRA rights Changes in estimates |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Note 2. Basis of Presentation The unaudited consolidated financial statements for the three and six months ended June 30, 2021 and 2020 were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC for all periods presented. As of June 30, 2021, the unaudited financial statements include Vine Energy Inc. and its subsidiaries. For the three and six months ended June 30, 2021, the unaudited financial statements include Vine Oil & Gas LP for the entire period and the Brix Companies from March 17, 2021, the effective date of the acquisition as a result of the Corporate Reorganization. As of December 31, 2020, and for the three and six months ended June 30, 2020, the unaudited financial statements include Vine Oil & Gas Parent LP (the “Predecessor”), a Delaware partnership organized in 2014, the accounting predecessor of Vine Energy Inc. GP LLC. In the opinion of management, the accompanying unaudited consolidated balance sheets and related unaudited consolidated statements of operations, cash flows and equity include all adjustments, consisting only of normal recurring items necessary for the fair presentation in conformity with U.S. GAAP. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted in accordance with rules and regulations of the SEC. These unaudited consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements as of and for the year ended December 31, 2020, as included in the Company’s final prospectus, dated March 17, 2021, filed with the SEC pursuant to Rule 424(b)(4) of the Securities Act of 1933, as supplemented . Principles of Consolidation All significant intercompany balances and transactions have been eliminated in consolidation. Operating results for the three and six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the calendar year. Non-controlling Interest As a result of the Corporate Reorganization and the Offering, the Company acquired 54.5% of Vine Holdings, with the Existing Owners retaining ownership of 45.5% of Vine Holdings. Accordingly, the Company has consolidated the financial position and results of operations of Vine Holdings and reflected the portion retained by the Existing Owners as a non-controlling interest. Business Combinations The Company applies the acquisition method of accounting for business acquisitions. The results of operations of the businesses acquired by the Company are included as of the respective acquisition date. The acquisition-date fair value of the consideration transferred, including the fair value of any contingent consideration, is allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition. To the extent the acquisition-date fair value of the consideration transferred exceeds the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed, such excess is allocated to goodwill or unproven properties. The Company may adjust the preliminary purchase price allocation, as necessary, as it obtains more information regarding asset valuations and liabilities assumed that existed but were not available at the acquisition date, which is generally up to one year after the acquisition closing date. Acquisition related expenses are recognized separately from the business combination and are expensed as incurred. Use of Estimates The preparation of unaudited consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates of reserves are used to determine depletion and to conduct impairment analysis. Estimating reserves is inherently uncertain, including the projection of future rates of production and the timing of development expenditures. Actual results could differ from those estimates. Recent Accounting Pronouncements Adopted The Financial Accounting Standard Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, The FASB issued ASU No. 2016-02, right-of-use ASC 842 allowed for the election of certain practical expedients to ease the burden of implementation. At implementation, we elected: • the package of practical expedients, which among other things, allowed the Company to carry forward the historical lease classification; • the land easements practical expedient, which allows the Company to carry forward the accounting treatment for land easements on existing agreements; • the short-term lease practical expedient, which allows the Company to exclude short-term leases from recognition in the consolidated balance sheets; and • the bifurcation of lease and non-lease non-lease The adoption of ASC 842 had no impact on the Company’s statements of stockholders’ equity, the consolidated statements of operations or the consolidated statements of cash flows. |
Acquisition of the Brix Compani
Acquisition of the Brix Companies | 6 Months Ended |
Jun. 30, 2021 | |
Business Combinations [Abstract] | |
Acquisition | Note 3. Acquisition of the Brix Companies As part of the Corporate Reorganization, the Existing Owners prior to the Offering contributed all of their equity interests in Vine Oil & Gas, Vine Oil & Gas GP, Brix, Brix GP, Harvest and Harvest GP to Vine Holdings in exchange for LLC Interests in Vine Holdings to effectuate the acquisition. For purposes of effecting the acquisition, Vine Oil & Gas and the Brix Companies were not considered to be entities under common control for financial reporting purposes. Vine Oil & Gas has been identified as the accounting acquirer of the Brix Companies which has been accounted for as a business combination under the acquisition method of accounting under U.S. GAAP. The fair value of consideration transferred by the Company as a result of the acquisition is as follows (in thousands, except share data): Preliminary Acquisition Consideration Vine Units issued for acquisition of the Brix Companies 23,571,754 Offering price of Class A Common Stock $ 14.00 Total equity issued in acquisition $ 330,005 Contingent consideration (1) 6,985 Total acquisition consideration $ 336,990 (1) Represents the preliminary estimate of fair value of contingent consideration related to the TRA liability that will be payable by the Company to the former owners of the Brix Companies. The table below reflects the preliminary fair value estimates of the assets acquired and liabilities assumed as of the acquisition date. While the preliminary purchase price allocation is substantially complete as of the date of this filing, there may be further adjustments to the Company’s natural gas properties, opening deferred income taxes and the TRA liability as of the acquisition date as we await finalization of income tax returns relevant to opening tax basis and contributed attributes subject to the TRA. The contingent consideration related to the TRA liability will be revalued quarterly. These amounts will be finalized within the measurement period of the acquisition which will be no later than one year from the acquisition date. Subsequent to the measurement period, the adjustments for revaluation of the TRA liability will be recorded in our statements of operations. Measurement period adjustments that the Company determines to be material will be applied retrospectively to the period of acquisition in the Company’s consolidated financial statements and, depending on the nature of the adjustments, other periods subsequent to the period of acquisition could also be affected. The preliminary purchase price was allocated as follows (in thousands): Assets Acquired: Cash and cash equivalents $ 19,858 Accounts receivable 30,472 Joint interest billing receivables 4,283 Proved properties 361,439 Unproved properties 89,993 Total assets to be acquired $ 506,045 Liabilities Assumed: Accounts payable $ 2,123 Accrued liabilities 5,847 Revenue payable 13,384 Derivatives 16,583 Brix Credit Facility (1) 127,500 Asset retirement obligations 984 Refundable deposits 2,634 Total liabilities to be assumed 169,055 Net assets to be acquired $ 336,990 (1) Borrowings under the Brix Credit Facility were determined to approximate fair value, and were subsequently repaid in full, including a $2.5 million call premium, and terminated by the Company on March 22, 2021, using a portion of the net proceeds from the Offering. Proved and unproved properties were valued using an income approach based on underlying reserves projections as of the acquisition date. The income approach is considered a Level 3 fair value estimate and includes significant assumptions of future production, commodity prices, operating and capital cost estimates, the weighted average cost of capital for industry peers, which represents the discount factor, and risk adjustment factors based on reserve category. Price assumptions were based on observable market pricing, adjusted for historical differentials, while cost estimates were based on current observable costs inflated based on historical and expected future inflation. Taxes were based on current statutory rates. Unproved properties primarily relate to future drilling locations that were not included in proved undeveloped reserves. These future drilling locations are located on acreage where the reservoir is known to be productive but have been excluded from proved reserves due to uncertainty on whether the wells will be drilled within the next five years as required by SEC rules in order to be included in proved reserves. The unaudited pro forma combined financial information of the Company as if the acquisition had occurred on January 1, 2020 is as follows (in thousands): For the Three Months Ended June 30, 2020 For the Six Months Ended June 30, 2021 2020 Total revenue $ 97,660 $ 96,180 $ 278,824 Net income attributable to Vine Energy, Inc. $ (42,969 ) $ (216,964 ) $ (40,361 ) The unaudited pro forma financial information is not necessarily indicative of the operating results that would have occurred had the acquisition been completed on January 1, 2020 and is not necessarily indicative of future results of operations of the combined company. The unaudited pro forma financial information gives effect to the acquisition, as well as the Offering and the use of net proceeds and borrowings under the New RBL of $28 million, as if the transactions had occurred on January 1, 2020. The unaudited pro forma financial information for the three months ended June 30, 2020 and the six months ended June 30, 2021 and June 30, 2020 is a result of combining the statements of operations of the Company with the pre-acquisition The unaudited pro forma financial information includes the following adjustments: • For the six months ended June 30, 2021: Reduced depletion, depreciation and accretion expense of $21.3 million, the elimination of the historical monitoring fees of $3.7 million, and the net decrease to interest expense of $2.8 million. • For the three months ended June 30, 2020: Reduced depletion, depreciation and accretion expense of $11.8 million, the elimination of the historical monitoring fees of $1.8 million, and the net decrease to interest expense of $5.9 million. • For the six months ended June 30, 2020: Reduced depletion, depreciation and accretion expense of $23.9 million, the elimination of the historical monitoring fees of $4.9 million, and the net decrease to interest expense of $11.3 million Management believes the estimates and assumptions are reasonable, and the effects of the acquisition are properly reflected. |
Accrued Liabilities
Accrued Liabilities | 6 Months Ended |
Jun. 30, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Note 4. Accrued Liabilities The Company’s accrued liabilities consist of the following (in thousands): June 30, 2021 December 31, 2020 Capital expenditures $ 27,489 $ 20,808 Operating expenses 37,769 30,547 Royalty owner suspense 10,750 7,891 Compensation-related 6,986 9,432 Interest expense 14,868 17,848 IPO and financing costs — 1,875 Settled derivatives 11,616 1,603 Other 2,451 — Accrued expenses $ 111,929 $ 90,004 |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Note 5. Long-Term Debt The Company’s long-term debt consists of the following (in thousands): June 30, 2021 December 31, 2020 Face amount: New RBL $ 35,000 $ — Prior RBL — 190,000 Second Lien Term Loan 150,000 150,000 6.75% Senior Notes 950,000 — 8.75% Senior Notes — 530,000 9.75% Senior Notes — 380,000 Total face amount 1,135,000 1,250,000 Deferred financing costs and discount: Prior RBL — (6,431 ) Second Lien Term Loan (5,493 ) (7,053 ) 6.75% Senior Notes (19,524 ) — 8.75% Senior Notes — (7,821 ) 9.75% Senior Notes — (3,954 ) Total deferred financing costs (25,017 ) (25,259 ) Total debt 1,109,983 1,224,741 Less: short-term portion — — Total long-term debt $ 1,109,983 $ 1,224,741 Deferred financing costs, net of amortization, associated with our New RBL of $9.5 million are included in Other Assets on our balance sheets as of June 30, 2021. New RBL In March 2021, Vine Holdings entered into the New RBL with a syndicate of financial institutions. The New RBL provides for a total facility size of $750 million and an initial borrowing base of $350 million. The New RBL bears interest at a rate equal to LIBOR plus an additional margin, based on the percentage of the revolving commitment being utilized, ranging from 3.00% to 4.00%, with a LIBOR ‘floor’ of 0.50%. The New RBL matures on the earlier to occur of (a) 45 months after the closing of the Offering and days prior to the maturity of the Second Lien Term Loan (as defined below), to the extent specified amounts of such indebtedness remain outstanding. There is a commitment fee of As of June 30, 2021, we had $35 million drawn and outstanding letters of credit of $13 million, providing for $302 million of available borrowing capacity under the New RBL. As of June 30, 2021, borrowings under the New RBL had an interest rate of 3.5%. As of June 30, 2021, the fair value of the New RBL approximates carrying value as it bears interest at variable rates over the term of the loan. Prior RBL The Prior RBL, as amended in December 2020, was to mature on January 15, 2023. The outstanding balance on the Prior RBL was repaid in connection with the Offering and the facility was extinguished upon repayment. For the six months ended June 30, 2021, we recognized $4.1 million as a loss on extinguishment to write-off Second Lien Term Loan On December 30, 2020, we entered into the $150 million second lien term loan (as amended, the “Second Lien Term Loan”) and used the proceeds, along with cash on hand, to repay the aggregate principal amount outstanding under Vine Oil & Gas LP’s superpriority facility, dated as of February 7, 2017. The Second Lien Term Loan was fully drawn at closing. The Second Lien Term Loan bears interest at a rate equal to LIBOR, with a floor of 0.75%, plus 8.75% per annum, payable monthly, and matures on December 30, 2025 30, 2024 In June 2021, we entered into the Second Amendment to the Second Lien Term Loan (the “Amendment”), Among other things, the Amendment adjusts the minimum hedging requirement such that we must enter Swap Contracts with respect to 70% of the reasonably anticipated projected production of natural gas from Vine Holding’s and other loan parties’ total Proved Developed Producing Reserves. The Second Lien Term Loan is secured on a junior lien basis by all our assets and stock and the subsidiaries that secure the New RBL. As of June 30, 2021, the fair value of the Second Lien Term Loan approximates carrying value as it bears interest at variable rates over the term of the loan. Third Lien Revolving Credit Facility The Company’s $330 million third lien revolving credit facility (the “Third Lien Facility”) was terminated in connection with the New RBL. The Third Lien Facility was undrawn at the time of its termination. For the six months ended June 30, 2021, we recognized $0.8 million as a loss on extinguishment to write-off Senior Unsecured 6.75% Notes In April 2021, we issued $950 million aggregate principal amount of 6.75% senior notes due 2029 (“6.75% Notes”) at par. Interest is accrued and paid semi-annually on April 15 and October 15, commencing October 15, 2021. As of June 30, 2021, the fair value of the 6.75% Notes was $1.0 billion. The 6.75% Notes are guaranteed on a senior unsecured basis by all of our subsidiaries. Prior to April 15, 2024, we may redeem the 6.75% Notes (i) at par plus the make-whole premium or (ii) with respect to up to 40% of the principal amount, at 106.750% of par using the net proceeds from an equity offering. Subsequent to April 15, 2024, we may redeem the 6.75% Notes at a redemption price (plus accrued and unpaid interest) equal to 103.375% of par for April 2024 through April 2025, 101.688% of par from April 2025 through April 2026 and 100% of par thereafter. In April 2021, we used the net proceeds from the issuance of the 6.75% Notes of $933 million, along with cash on hand, to fund the redemption of all of the outstanding 8.75% Notes and 9.75% Notes and to pay the premiums, fees and expenses related to the redemption, including accrued interest, and to pay the fees and expenses related to the issuance of the 6.75% Notes. The redemption of the 8.75% Notes and the 9.75% Notes resulted in a loss on extinguishment of $73.1 million, consisting of $8.2 million to write off unamortized deferred financing costs, $2.3 million to write off unamortized discounts Senior Unsecured 8.75% Notes In October 2017, we issued $530 million aggregate principal amount of 8.75% senior notes due 2023 (the “8.75% Notes”) at 99% of par. Interest is accrued and paid semi-annually on April 15 and October 15. In April 2021, using the proceeds from the issuance of the 6.75% Notes, we repaid in full the 8.75% Notes, including accrued interest of $22.3 million and redemption premiums of $34.8 million. Senior Unsecured 9.75% Notes In October 2018, we issued $380 million aggregate principal amount of 9.75% senior notes due 2023 (the “9.75% Notes”) at par. Interest is accrued and paid semi-annually on April 15 and October 15. In April 2021, using the proceeds from the issuance of the 6.75% Notes, we repaid in full the 9.75% Notes, including accrued interest of $17.8 million and redemption premiums of $27.8 million. Other All debt agreements include usual and customary covenants for facilities of their type and size. The covenants cover matters such as mandatory reserve reports, the responsible operation and maintenance of properties, certifications of compliance, required disclosures to the lenders, notices under other material instruments, notices of sales of oil and gas properties, incurrence of additional indebtedness, restricted payments and distributions, certain investments outside of the ordinary course of business, limits on the amount of commodity and interest rate hedges that can be put in place and events of default. |
Derivative Instruments
Derivative Instruments | 6 Months Ended |
Jun. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Note 6. Derivative Instruments The gross fair value of the Company’s derivative assets and liabilities and the effect of master netting arrangements are as follows (in thousands): Balance Sheet Classification Fair Value Netting Adjustment Net Fair Value June 30, 2021 Assets: Commodity Derivatives Current assets $ 6,211 $ (6,211 ) $ — Commodity Derivatives Noncurrent assets $ 171 $ (171 ) $ — Liabilities: Commodity Derivatives Current liabilities $ 277,064 $ (6,211 ) $ 270,853 Commodity Derivatives Noncurrent liabilities $ 113,573 $ (171 ) $ 113,402 December 31, 2020 Assets: Commodity Derivatives Current assets $ 9,095 $ (9,095 ) $ — Commodity Derivatives Noncurrent assets $ 2,742 $ (2,742 ) $ — Liabilities: Commodity Derivatives Current liabilities $ 29,043 $ (9,095 ) $ 19,948 Commodity Derivatives Noncurrent liabilities $ 41,083 $ (2,742 ) $ 38,341 Commodity Derivatives The Company’s commodity derivative positions as of June 30, 2021 are as follows: Natural Gas Swaps Production Year Natural Gas Volumes Weighted Average 2021 (July - December) 847,110 $ 2.57 2022 556,489 $ 2.54 2023 189,788 $ 2.48 2024 100,561 $ 2.53 2025 33,945 $ 2.58 Sold Natural Gas Calls Production Year Natural Gas Volumes (MMBtud) Weighted Average Call Price ($ / MMBtu) 2021 (July - December) (15,000 ) $ 2.85 2022 (2,082 ) $ 3.02 2023 (44,384 ) $ 3.26 Sold Natural Gas Puts Production Year Natural Gas Volumes (MMBtud) Weighted Average Put Price ($ / MMBtu) 2021 (July - December) 15,000 $ 2.55 2022 2,082 $ 2.80 Basis swaps Production Year Natural Gas Volumes (MMBtud) Weighted Average Basis Swap ($ / MMBtu) 2022 62,500 $ (0.19 ) |
Leases
Leases | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Leases | Note 7. Leases The Company determines if an arrangement is a lease at inception. A contract is deemed to contain a lease component if the arrangement provides the Company with a right to control the use of an identified asset. The Company leases drilling rigs, amine facilities and office facilities under operating leases and recognizes minimum lease payments on a straight-line basis over the lease term. Operating lease right-of-use On January 1, 2021, the effective date of the adoption of ASC 842, the Company recognized right-of-use 12 The changes in operating lease liabilities are as follows (in thousands): Balance as of January 1, 2021 $ 9,566 Liabilities assumed in exchange for new right-of-use (1) 7,811 Contract modifications (2) 5,853 Dispositions (3) (1,626 ) Liabilities settled (6,227 ) Accretion of discount (4) 254 Balance as of June 30, 2021 $ 15,631 (1) Represents non-cash (2) Represents non-cash (3) Represents non-cash (4) Represents imputed interest on discounted future cash payments. Combined with liabilities settled, it represents our operating lease cost for the six months ended June 30, 2021. Maturities of operating lease liabilities are as follows (in thousands): 2021 (July - December) $ 9,897 2022 5,836 2023 381 2024 and thereafter — Total operating lease payments 16,114 Discount (483 ) Total operating lease obligations $ 15,631 The components of operating lease cost are as follows (in thousands): Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 Operating lease cost (1) $ 3,211 $ 5,973 Short-term lease cost (2) 1,683 3,600 Variable lease cost (3) 2,470 3,534 Total operating lease cost $ 7,364 $ 13,107 (1) Operating lease cost represents the reduction of the operating lease liability as the term is settled and the discount is accreted. (2) Short-term lease cost are generally associated with drilling rigs with initial terms less than 12 months that are capitalized to natural gas properties or lease operating assets that are included in lease operating expense. (3) Variable lease cost is primarily comprised of the service component of drilling rig commitments and maintenance on our amine and office facilities above the minimum required payments. Both the minimum required payments and the service component of the drilling rig commitments are capitalized as additions to natural gas properties. Cash paid of $1.3 million for operating lease payments was recorded in operating cash flows in the consolidated statement of cash flows for the six months ended June 30, 2021. Cash paid of $11.8 million for operating, short-term and variable lease payments for drilling rigs was capitalized as additions to natural gas properties and is included in investing cash flows in the consolidated statements of cash flows for the six months ended June 30, 2021. Certain leases contain variable costs above the minimum required payments and are not included in the right-of-use |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Note 8. Earnings per Share As a result of the Offering and Corporate Reorganization, all existing equity interests were converted to new equity interests in Vine Holdings. Accordingly, earnings per share information has not been presented for the Predecessor for the three and six months ended June 30, 2020 as it is not considered meaningful. Basic and diluted w e The Existing Owners have exchange rights that enable the non-controlling interest owners to exchange Vine Units, along with surrendering a corresponding number of Class B Common Stock, for shares of Class A Common Stock on a one for one basis. The non-controlling interest owners exchange rights cause the Vine Units, along with surrendering a corresponding number of Class B Common Stock, to be considered potentially dilutive shares for purposes of dilutive loss per share calculations. For the three and six months ended June 30, 2021, these exchange rights were |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 9. Income Taxes The Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and NOLs, disallowed interest expense carryforwards and tax credit carryforwards. Deferred tax assets and liabilities are calculated by applying existing tax laws and the rates expected to apply to taxable income in the years in which those temporary differences are expected to be taxable or deductible. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period of enactment. We regularly review our deferred tax assets for recoverability and establish a valuation allowance, if needed, based on historical taxable income, projected future taxable income, applicable tax planning strategies and the expected timing of the reversals of existing temporary differences. A valuation allowance is provided when it is more likely than not that some portion or all of the deferred tax assets will not be realized. In forming our judgment regarding the recoverability of deferred tax assets related to deductible temporary differences and tax attribute carryforwards, we give weight to all available positive and negative evidence based on the extent to which the forms of evidence can be objectively verified. We consider, among other things, our deferred tax liabilities, the overall business environment, historical earnings and losses, current industry trends and our outlook for future years. After consideration of all the available evidence, we believe that significant uncertainty exists with respect to the future realization of the deferred tax assets. Accordingly, we have established a full valuation allowance. Vine Energy, Inc . At each interim period, the Company applies an estimated annualized effective tax rate to the current period income or loss before income taxes, which can produce interim effective tax rate fluctuations. The effective combined U.S. federal and state income tax rate for the three and six pre-tax non-controlling non-deductible non-deductible |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10. Commitments and Contingencies Litigation Occasionally, we are subject to legal proceedings and claims that arise in the ordinary course of business. Like other natural gas producers, our operations are subject to extensive and rapidly changing federal and state environmental, health and safety and other laws and regulations governing air emissions, wastewater discharges and solid and hazardous waste management activities. We are not currently a party to any material legal proceedings and are not aware of any material legal proceedings threatened to be brought against us. Environmental Remediation We may become subject to certain liabilities as they relate to environmental remediation of well sites related to their development or operation. In connection with our acquisition of existing or previously drilled wells, we may not be aware of the environmental safeguards that were taken at the time such wells were drilled or operated by others. Should we determine that a liability exists with respect to any environmental cleanup or restoration, we would be responsible for curing such a violation. No claim has been made, nor are we aware of any liability that exists, as it relates to any environmental cleanup or restoration or the violation of any rules or regulations relating thereto. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement, Noncash Expense [Abstract] | |
Stock-Based Compensation | Note 11. Stock-Based Compensation Stock-Based Compensation to Existing Management Owners Prior to the Offering, the Predecessor, Brix and Harvest authorized the issuance of three series of limited partner equity interests: • Class A Units representing profit interests issued to certain members of management (“Existing Management Owners”); • Class B Units representing capital interests issued to Blackstone in exchange for contributed capital; and • Class C Units representing equity interests issued to the Existing Management Owners in exchange for contributed capital. These units were recorded as other long-term liabilities of $6.7 million on the balance sheets at December 31, 2020 due to the redemption attributes of the contributed capital (“Refundable Deposits”). In connection with the Corporate Reorganization in March 2021, the Refundable Deposits were reclassified to additional paid-in Each series of such units included rights, privileges, preferences, restrictions, and obligations as provided in the partnership agreements of the Predecessor, Brix and Harvest. As described in Corporate Reorganization in Note 1, at the time of the Offering, the Class A Units and Class C Units were contributed to the Investment Vehicles through Vine Holdings. On June 15, 2021, the Class A, B and C Units that were previously held at the Predecessor, Brix and Harvest were converted to irrevocable ownership interests in the Investment Vehicles based on a conversion calculation. As a result of this conversion, the Class A and Class C Units held by the Existing Management Owners were deemed modified and fully vested equity-based compensation pursuant to ASC 718, Stock Compensation, as they were issued by the Investment Vehicles reflected as noncontrolling interest in the consolidated financial statements. While no equity of Vine will be issued under such awards, and no cash distributions are required of Vine as a result of this issuance by the Investment Vehicles, we have recognized non-cash compensation expense as the awards are deemed to be compensatory in nature. We recognized million in non-cash compensation expense in the three-month period ended June 30, 2021, which represents the fair value of the awards at the modification date as there are no further vesting conditions associated with the awards. The determination of fair value was based on the stock price of Vine. as of June 15, 2021 and includes a discount for lack of marketability applied to the awards because monetization of the interest by Management Owners is dependent upon the liquidation of the Investment Vehicles investment in Vine Holdings. Stock-Based Compensation under the Vine Long-Term Incentive Plan In July 2021, the Company adopted the Vine Energy Inc. 2021 Long-Term Incentive Plan (the “Vine LTIP”), with an effective date of March 17, 2021. The Vine LTIP enables the compensation committee of our Board of Directors to award incentive and nonqualified stock options, stock appreciation rights, restricted stock awards, restricted stock units and incentive bonuses, which may be paid in cash or stock or a combination thereof, any of which may be performance-based, with vesting and other award provisions that provide effective incentive to our employees, including officers, non-management Stock-based compensation expense is measured at the grant date, based on the fair value of the award, and is recognized on a straight-line basis over the requisite service period of the award. Awards under the Vine LTIP may participate in dividends, if any, during the vesting period and generally vest over years. In July 2021, we granted the following awards: • 42,856 time-based restricted stock units (“RSUs”) non-management • 892,285 time-based RSUs to management and certain other employees that vest ratably each of the next 3 years. • 774,986 performance-based RSUs to management and certain other employees, that vest on March 16, 2024. The performance-based RSUs that ultimately vest is dependent on achievement of the following according to the terms of the specific award agreements: • internal safety performance (performance condition) ; • market performance targets measured by comparison of the Company’s stock performance versus a defined peer group (market condition). The ultimate number of shares of the Company’s Class A Common Stock issued will range from zero to 200% of the initial performance-based award, net of shares used to cover personal income taxes withheld. |
Related Parties
Related Parties | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Parties | Note 12. Related Parties Prior to the Corporate Reorganization, o The monitoring fee included in the statements of operations is paid under a management and consulting agreement with Blackstone and our Chief Executive Officer, of which, 99% is attributable to Blackstone. This agreement was eliminated effective with the Offering. As of December 31, 2020, Blackstone owned $50.0 million aggregate principal of the 8.75% Notes. In connection with the repayment of the 8.75% Notes in April 2021, Blackstone was paid $53.3 million, including a redemption premium. For the six months ended June 30, 2021, we recorded $0.3 million as interest expense for unused commitment fees on the Third Lien Facility, for which certain affiliates of Blackstone were the lenders. For the three and six months ended June 30, 2020, we recorded $0.3 million and $0.7 million, respectively, as interest expense for unused commitment fees on the Third Lien Facility. The Third Lien Facility was terminated in connection with the New RBL (see Note 5). In connection with the Offering, Blackstone Securities Partners L.P. (“Blackstone Partners”), an affiliate of Blackstone, acted as an initial purchaser in the Offering and purchased 2,472,500 shares of Class A Common Stock. Blackstone received $1.4 million for acting as an initial purchaser in the Offering. Additionally, Blackstone and certain members of management purchased 4,285,000 shares of Class A Common Stock in support of the Offering. In connection with the issuance of the 6.75% Notes in April 2021, Blackstone Partners received $1.5 million for acting as an initial purchaser in the sale of the 6.75% Notes. In accordance with the Vine Holdings partnership agreement, Vine Holdings made a distribution of $2.3 million during the three months ended June 30, 2021 to the Existing Owners to cover their pro rata estimated income tax obligation based on the Company’s estimated taxable income for the period from the Offering through June 30, 2021. |
Subsequent Event
Subsequent Event | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 13. Subsequent Event On August 11, 2021, we announced our entry into a definitive agreement pursuant to which Chesapeake Energy Corporation (“Chesapeake”) will acquire Vine in a transaction valued at approximately $2.2 billion, based on an approximate 30-day average exchange ratio as of the close on August 10, 2021, equating to $15.00 per share. Under the terms of the agreement, which was unanimously approved by the Board of Directors of each company, Vine shareholders will receive a fixed exchange ratio of 0.2486 Chesapeake shares of common stock and $1.20 of cash for each share of Vine common stock owned. The transaction, which is subject to customary closing conditions, including certain regulatory approvals, and the approval of Vine shareholders, is expected to close in the fourth quarter of 2021. Funds managed by Blackstone own approximately 70% of outstanding shares of Vine and have entered into a support agreement to vote in favor of the transaction. In addition, certain parties to the TRA entered into an amendment which provides for the termination of the TRA immediately prior to the closing of the transaction with Chesapeake for no consideration. |
Basis of Presentation(Policies)
Basis of Presentation(Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Noncontrolling Interest | Non-controlling Interest As a result of the Corporate Reorganization and the Offering, the Company acquired 54.5% of Vine Holdings, with the Existing Owners retaining ownership of 45.5% of Vine Holdings. Accordingly, the Company has consolidated the financial position and results of operations of Vine Holdings and reflected the portion retained by the Existing Owners as a non-controlling interest. |
Business Combinations | Business Combinations The Company applies the acquisition method of accounting for business acquisitions. The results of operations of the businesses acquired by the Company are included as of the respective acquisition date. The acquisition-date fair value of the consideration transferred, including the fair value of any contingent consideration, is allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition. To the extent the acquisition-date fair value of the consideration transferred exceeds the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed, such excess is allocated to goodwill or unproven properties. The Company may adjust the preliminary purchase price allocation, as necessary, as it obtains more information regarding asset valuations and liabilities assumed that existed but were not available at the acquisition date, which is generally up to one year after the acquisition closing date. Acquisition related expenses are recognized separately from the business combination and are expensed as incurred. |
Use of Estimates | Use of Estimates The preparation of unaudited consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates of reserves are used to determine depletion and to conduct impairment analysis. Estimating reserves is inherently uncertain, including the projection of future rates of production and the timing of development expenditures. Actual results could differ from those estimates. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Adopted The Financial Accounting Standard Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, The FASB issued ASU No. 2016-02, right-of-use ASC 842 allowed for the election of certain practical expedients to ease the burden of implementation. At implementation, we elected: • the package of practical expedients, which among other things, allowed the Company to carry forward the historical lease classification; • the land easements practical expedient, which allows the Company to carry forward the accounting treatment for land easements on existing agreements; • the short-term lease practical expedient, which allows the Company to exclude short-term leases from recognition in the consolidated balance sheets; and • the bifurcation of lease and non-lease non-lease The adoption of ASC 842 had no impact on the Company’s statements of stockholders’ equity, the consolidated statements of operations or the consolidated statements of cash flows. |
Income Taxes | The Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and NOLs, disallowed interest expense carryforwards and tax credit carryforwards. Deferred tax assets and liabilities are calculated by applying existing tax laws and the rates expected to apply to taxable income in the years in which those temporary differences are expected to be taxable or deductible. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period of enactment. We regularly review our deferred tax assets for recoverability and establish a valuation allowance, if needed, based on historical taxable income, projected future taxable income, applicable tax planning strategies and the expected timing of the reversals of existing temporary differences. A valuation allowance is provided when it is more likely than not that some portion or all of the deferred tax assets will not be realized. In forming our judgment regarding the recoverability of deferred tax assets related to deductible temporary differences and tax attribute carryforwards, we give weight to all available positive and negative evidence based on the extent to which the forms of evidence can be objectively verified. We consider, among other things, our deferred tax liabilities, the overall business environment, historical earnings and losses, current industry trends and our outlook for future years. After consideration of all the available evidence, we believe that significant uncertainty exists with respect to the future realization of the deferred tax assets. Accordingly, we have established a full valuation allowance. |
Acquisition of the Brix Compa_2
Acquisition of the Brix Companies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Business Combinations [Abstract] | |
Summary of Equity Interests Issued to Exchange for Newly Issued Equity | The fair value of consideration transferred by the Company as a result of the acquisition is as follows (in thousands, except share data): Preliminary Acquisition Consideration Vine Units issued for acquisition of the Brix Companies 23,571,754 Offering price of Class A Common Stock $ 14.00 Total equity issued in acquisition $ 330,005 Contingent consideration (1) 6,985 Total acquisition consideration $ 336,990 (1) Represents the preliminary estimate of fair value of contingent consideration related to the TRA liability that will be payable by the Company to the former owners of the Brix Companies. |
Summary of Total Preliminary Purchase Price | The preliminary purchase price was allocated as follows (in thousands): Assets Acquired: Cash and cash equivalents $ 19,858 Accounts receivable 30,472 Joint interest billing receivables 4,283 Proved properties 361,439 Unproved properties 89,993 Total assets to be acquired $ 506,045 Liabilities Assumed: Accounts payable $ 2,123 Accrued liabilities 5,847 Revenue payable 13,384 Derivatives 16,583 Brix Credit Facility (1) 127,500 Asset retirement obligations 984 Refundable deposits 2,634 Total liabilities to be assumed 169,055 Net assets to be acquired $ 336,990 (1) Borrowings under the Brix Credit Facility were determined to approximate fair value, and were subsequently repaid in full, including a $2.5 million call premium, and terminated by the Company on March 22, 2021, using a portion of the net proceeds from the Offering. |
Summary of Business Acquisition Pro Forma Information | The unaudited pro forma combined financial information of the Company as if the acquisition had occurred on January 1, 2020 is as follows (in thousands): For the Three Months Ended June 30, 2020 For the Six Months Ended June 30, 2021 2020 Total revenue $ 97,660 $ 96,180 $ 278,824 Net income attributable to Vine Energy, Inc. $ (42,969 ) $ (216,964 ) $ (40,361 ) |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Payables and Accruals [Abstract] | |
Summary of Accrued Liabilities | The Company’s accrued liabilities consist of the following (in thousands): June 30, 2021 December 31, 2020 Capital expenditures $ 27,489 $ 20,808 Operating expenses 37,769 30,547 Royalty owner suspense 10,750 7,891 Compensation-related 6,986 9,432 Interest expense 14,868 17,848 IPO and financing costs — 1,875 Settled derivatives 11,616 1,603 Other 2,451 — Accrued expenses $ 111,929 $ 90,004 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long Term Debt Instruments | The Company’s long-term debt consists of the following (in thousands): June 30, 2021 December 31, 2020 Face amount: New RBL $ 35,000 $ — Prior RBL — 190,000 Second Lien Term Loan 150,000 150,000 6.75% Senior Notes 950,000 — 8.75% Senior Notes — 530,000 9.75% Senior Notes — 380,000 Total face amount 1,135,000 1,250,000 Deferred financing costs and discount: Prior RBL — (6,431 ) Second Lien Term Loan (5,493 ) (7,053 ) 6.75% Senior Notes (19,524 ) — 8.75% Senior Notes — (7,821 ) 9.75% Senior Notes — (3,954 ) Total deferred financing costs (25,017 ) (25,259 ) Total debt 1,109,983 1,224,741 Less: short-term portion — — Total long-term debt $ 1,109,983 $ 1,224,741 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Fair Value of Derivative Assets and Liabilities and the Effect of Netting | The gross fair value of the Company’s derivative assets and liabilities and the effect of master netting arrangements are as follows (in thousands): Balance Sheet Classification Fair Value Netting Adjustment Net Fair Value June 30, 2021 Assets: Commodity Derivatives Current assets $ 6,211 $ (6,211 ) $ — Commodity Derivatives Noncurrent assets $ 171 $ (171 ) $ — Liabilities: Commodity Derivatives Current liabilities $ 277,064 $ (6,211 ) $ 270,853 Commodity Derivatives Noncurrent liabilities $ 113,573 $ (171 ) $ 113,402 December 31, 2020 Assets: Commodity Derivatives Current assets $ 9,095 $ (9,095 ) $ — Commodity Derivatives Noncurrent assets $ 2,742 $ (2,742 ) $ — Liabilities: Commodity Derivatives Current liabilities $ 29,043 $ (9,095 ) $ 19,948 Commodity Derivatives Noncurrent liabilities $ 41,083 $ (2,742 ) $ 38,341 |
Summary of Commodity Derivative Positions | The Company’s commodity derivative positions as of June 30, 2021 are as follows: Natural Gas Swaps Production Year Natural Gas Volumes Weighted Average 2021 (July - December) 847,110 $ 2.57 2022 556,489 $ 2.54 2023 189,788 $ 2.48 2024 100,561 $ 2.53 2025 33,945 $ 2.58 Sold Natural Gas Calls Production Year Natural Gas Volumes (MMBtud) Weighted Average Call Price ($ / MMBtu) 2021 (July - December) (15,000 ) $ 2.85 2022 (2,082 ) $ 3.02 2023 (44,384 ) $ 3.26 Sold Natural Gas Puts Production Year Natural Gas Volumes (MMBtud) Weighted Average Put Price ($ / MMBtu) 2021 (July - December) 15,000 $ 2.55 2022 2,082 $ 2.80 Basis swaps Production Year Natural Gas Volumes (MMBtud) Weighted Average Basis Swap ($ / MMBtu) 2022 62,500 $ (0.19 ) |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Summary of Changes in Operating Lease Liabilities | The changes in operating lease liabilities are as follows (in thousands): Balance as of January 1, 2021 $ 9,566 Liabilities assumed in exchange for new right-of-use (1) 7,811 Contract modifications (2) 5,853 Dispositions (3) (1,626 ) Liabilities settled (6,227 ) Accretion of discount (4) 254 Balance as of June 30, 2021 $ 15,631 (1) Represents non-cash (2) Represents non-cash (3) Represents non-cash (4) Represents imputed interest on discounted future cash payments. Combined with liabilities settled, it represents our operating lease cost for the six months ended June 30, 2021. |
Summary of Maturities of Operating Lease Liabilities | Maturities of operating lease liabilities are as follows (in thousands): 2021 (July - December) $ 9,897 2022 5,836 2023 381 2024 and thereafter — Total operating lease payments 16,114 Discount (483 ) Total operating lease obligations $ 15,631 |
Summary of Components of Operating Lease Cost | The components of operating lease cost are as follows (in thousands): Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 Operating lease cost (1) $ 3,211 $ 5,973 Short-term lease cost (2) 1,683 3,600 Variable lease cost (3) 2,470 3,534 Total operating lease cost $ 7,364 $ 13,107 (1) Operating lease cost represents the reduction of the operating lease liability as the term is settled and the discount is accreted. (2) Short-term lease cost are generally associated with drilling rigs with initial terms less than 12 months that are capitalized to natural gas properties or lease operating assets that are included in lease operating expense. (3) Variable lease cost is primarily comprised of the service component of drilling rig commitments and maintenance on our amine and office facilities above the minimum required payments. Both the minimum required payments and the service component of the drilling rig commitments are capitalized as additions to natural gas properties. |
Organization and Nature of Op_2
Organization and Nature of Operations - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Mar. 31, 2021 | Mar. 31, 2021 | Mar. 31, 2021 | Jun. 30, 2021 |
Class of Stock [Line Items] | ||||
Percentage of net cash savings due Investment Vehicles | 85.00% | |||
Preferred stock authorized | 50,000,000 | |||
Preferred stock par value | $ 0.01 | |||
Preferred stock issued | 0 | |||
Preferred stock outstanding | 0 | |||
Tax Receivable Agreement Rights [Member] | Brix Companies [Member] | ||||
Class of Stock [Line Items] | ||||
Fair value on the acquisition date | $ 7 | |||
Vine Energy Inc [Member] | ||||
Class of Stock [Line Items] | ||||
Percentage of net cash savings due VEI | 15.00% | |||
Class A Common Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Stock issued during period, shares, new issues | 3,225,000 | 24,725 | ||
Common stock par value | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 |
Shares issued, price per share | $ 14 | $ 14 | $ 14 | |
Proceeds from issuance initial public offering | $ 346.2 | |||
Net proceeds from issuance initial public offering net | $ 321 | |||
Maximum [Member] | IPO [Member] | Class A Common Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Stock issued during period, shares, new issues | 24,725,000 |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Detail) - Vine Holdings [Member] | Jun. 30, 2021 |
Noncontrolling interest, ownership percentage by parent | 45.50% |
Equity method investment ownership percentage | 54.50% |
Acquisition of the Brix Compa_3
Acquisition of the Brix Companies - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Business Acquisition pro forma, depreciation, depletion and accretion expense | $ 11.8 | $ 21.3 | $ 23.9 |
Business Acquisition pro forma, historical monitoring fees | 1.8 | 3.7 | 4.9 |
Business Acquisition pro forma, interest expense | $ 5.9 | 2.8 | $ 11.3 |
Brix Companies [Member] | |||
Proceeds from New RBL | $ 28 |
Acquisition of the Brix Compa_4
Acquisition of the Brix Companies - Summary of Equity Interests Issued to Exchange for Newly Issued Equity (Detail) - Brix Companies [Member] $ / shares in Units, $ in Thousands | 6 Months Ended | |
Jun. 30, 2021USD ($)$ / sharesshares | ||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||
Total equity issued in acquisition | $ 330,005 | |
Contingent consideration | 6,985 | [1] |
Total acquisition consideration | $ 336,990 | |
Common Stock [Member] | ||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||
Offering price of Class A Common Stock | $ / shares | $ 14 | |
Vine Units [Member] | ||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||
Vine Units issued for acquisition of the Brix Companies | shares | 23,571,754 | |
[1] | Represents the preliminary estimate of fair value of contingent consideration related to the TRA liability that will be payable by the Company to the former owners of the Brix Companies. |
Acquisition of the Brix Compa_5
Acquisition of the Brix Companies - Summary of Total Preliminary Purchase Price (Detail) $ in Thousands | Jun. 30, 2021USD ($) | |
Liabilities Assumed: | ||
Brix Credit Facility | $ 127,500 | [1] |
Brix Companies [Member] | ||
Assets Acquired: | ||
Cash and cash equivalents | 19,858 | |
Accounts receivable | 30,472 | |
Joint interest billing receivables | 4,283 | |
Proved properties | 361,439 | |
Unproved properties | 89,993 | |
Total assets acquired | 506,045 | |
Liabilities Assumed: | ||
Accounts payable | 2,123 | |
Accrued expenses | 5,847 | |
Revenue payable | 13,384 | |
Derivatives | 16,583 | |
Asset retirement obligations | 984 | |
TRA liability | 2,634 | |
Total liabilities to be assumed | 169,055 | |
Net assets to be acquired | $ 336,990 | |
[1] | Borrowings under the Brix Credit Facility were determined to approximate fair value, and were subsequently repaid in full, including a $2.5 million call premium, and terminated by the Company on March 22, 2021, using a portion of the net proceeds from the Offering. |
Acquisition of the Brix Compa_6
Acquisition of the Brix Companies - Summary of Total Preliminary Purchase Price (Parenthetical) (Detail) $ in Millions | Mar. 22, 2021USD ($) |
Brix Companies [Member] | |
Call premium | $ 2.5 |
Acquisition of the Brix Compa_7
Acquisition of the Brix Companies - Summary of Business Acquisition Pro Forma Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Business Acquisition, Pro Forma Information [Abstract] | |||
Total revenue | $ 97,660 | $ 96,180 | $ 278,824 |
Net Income attributable to Vine Energy Inc. | $ (42,969) | $ (216,964) | $ (40,361) |
Accrued Liabilities - Summary o
Accrued Liabilities - Summary of Accrued Liabilities (Detail) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Capital expenditures | $ 27,489 | $ 20,808 |
Operating expenses | 37,769 | 30,547 |
Royalty owner suspense | 10,750 | 7,891 |
Compensation-related | 6,986 | 9,432 |
Interest expense | 14,868 | 17,848 |
IPO and financing costs | 1,875 | |
Settled derivatives | 11,616 | 1,603 |
Other | 2,451 | |
Accrued liabilities | $ 111,929 | $ 90,004 |
Long-Term Debt - Summary of Lon
Long-Term Debt - Summary of Long Term Debt Instruments (Detail) - USD ($) $ in Thousands | Jun. 30, 2021 | Apr. 30, 2021 | Dec. 31, 2020 | Dec. 30, 2020 | Oct. 31, 2018 | Oct. 31, 2017 |
Face amount: | ||||||
Debt instrument face amount | $ 1,135,000 | $ 1,250,000 | ||||
Deferred financing costs and discount: | ||||||
Deferred financing costs | (25,017) | (25,259) | ||||
Total debt | 1,109,983 | 1,224,741 | ||||
Less: short-term portion | ||||||
Total long-term debt | 1,109,983 | 1,224,741 | ||||
6.75% Senior Notes | ||||||
Face amount: | ||||||
Debt instrument face amount | 950,000 | $ 950,000 | ||||
Deferred financing costs and discount: | ||||||
Deferred financing costs | (19,524) | |||||
8.75% Senior Notes | ||||||
Face amount: | ||||||
Debt instrument face amount | 530,000 | $ 530,000 | ||||
Deferred financing costs and discount: | ||||||
Deferred financing costs | (7,821) | |||||
9.75% Senior Notes | ||||||
Face amount: | ||||||
Debt instrument face amount | 380,000 | $ 380,000 | ||||
Deferred financing costs and discount: | ||||||
Deferred financing costs | (3,954) | |||||
New RBL | ||||||
Face amount: | ||||||
Debt instrument face amount | 35,000 | |||||
Deferred financing costs and discount: | ||||||
Deferred financing costs | (9,500) | |||||
Prior RBL | ||||||
Face amount: | ||||||
Debt instrument face amount | 190,000 | |||||
Deferred financing costs and discount: | ||||||
Deferred financing costs | (6,431) | |||||
Second Lien Term Loan | ||||||
Face amount: | ||||||
Debt instrument face amount | 150,000 | 150,000 | $ 150,000 | |||
Deferred financing costs and discount: | ||||||
Deferred financing costs | $ (5,493) | $ (7,053) |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 30, 2020 | Apr. 30, 2021 | Oct. 31, 2018 | Oct. 31, 2017 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||||||||||
Gain (Loss) on extinguishment of debt | $ (73,089) | $ (77,971) | ||||||||
Debt instrument aggregate principal amount | 1,135,000 | 1,135,000 | $ 1,250,000 | |||||||
Debt issuance costs, net | 25,017 | 25,017 | 25,259 | |||||||
Interest expense | 23,317 | $ 28,713 | 53,110 | $ 58,064 | ||||||
9.75% Senior Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument aggregate principal amount | $ 380,000 | 380,000 | ||||||||
Debt instrument, interest rate, stated percentage | 9.75% | |||||||||
Debt instrument, frequency of periodic payment | semi-annually | |||||||||
Debt instrument, maturity year | 2023 | |||||||||
Debt issuance costs, net | 3,954 | |||||||||
Interest expense | $ 17,800 | |||||||||
Redemption premium | 27,800 | |||||||||
8.75% Senior Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument aggregate principal amount | $ 530,000 | 530,000 | ||||||||
Debt instrument, interest rate, stated percentage | 8.75% | |||||||||
Debt instrument, frequency of periodic payment | semi-annually | |||||||||
Debt instrument, maturity year | 2023 | |||||||||
Debt issuance costs, net | 7,821 | |||||||||
Debt instrument discount amount | 2,300 | |||||||||
Debt instrument, issuance price percentage | 99.00% | |||||||||
Interest expense | 22,300 | |||||||||
Redemption premium | 34,800 | |||||||||
6.75% Senior Notes [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument aggregate principal amount | $ 950,000 | 950,000 | 950,000 | |||||||
Debt instrument, interest rate, stated percentage | 6.75% | |||||||||
Debt instrument, frequency of periodic payment | semi-annually | |||||||||
Debt instrument, maturity year | 2029 | |||||||||
Debt instrument, date of first required payment | Oct. 15, 2021 | |||||||||
Proceeds from Issuance of Long-term Debt | $ 933,000 | |||||||||
Debt issuance costs, net | 19,524 | 19,524 | ||||||||
Debt Instrument, fair value | $ 1,000,000 | $ 1,000,000 | ||||||||
Debt instrument, interest rate, effective percentage | 6.75% | 6.75% | ||||||||
6.75% Senior Notes [Member] | Debt Instrument, Redemption, Period One | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Redemption period start date | Apr. 15, 2024 | |||||||||
Percentage of debt redemption | 106.75% | |||||||||
Debt instrument, redemption premium, percentage | 40.00% | |||||||||
Debt instrument redemption description | Prior to April 15, 2024, we may redeem the 6.75% Notes (i) at par plus the make-whole premium or (ii) with respect to up to 40% of the principal amount, at 106.750% of par using the net proceeds from an equity offering. | |||||||||
6.75% Senior Notes [Member] | Debt Instrument, Redemption, Period Two | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Redemption period start month and year | 2024 | |||||||||
Percentage of debt redemption | 103.375% | |||||||||
6.75% Senior Notes [Member] | Debt Instrument, Redemption, Period Three | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Redemption period start month and year | 2025 | |||||||||
Percentage of debt redemption | 101.688% | |||||||||
6.75% Senior Notes [Member] | Debt Instrument, Redemption, Period Four | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Redemption period start month and year | 2026 | |||||||||
Percentage of debt redemption | 100.00% | |||||||||
8.75% and 9.75% Senior Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Gain (Loss) on extinguishment of debt | $ (73,100) | |||||||||
Debt issuance costs, net | 8,200 | |||||||||
Redemption premium | $ 62,600 | |||||||||
New RBL | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit Maximum borrowing capacity | $ 350,000 | |||||||||
Line of credit current borrowing capacity | $ 302,000 | $ 302,000 | ||||||||
Line of credit interest rate | 3.50% | |||||||||
Line of credit maturity after the closing of the offering period | 45 months | |||||||||
Line of credit maturity days prior to the maturity of term loan | 91 days | |||||||||
Line of credit facility unused capacity commitment fee percentage | 0.50% | |||||||||
Proceeds from line of credit | $ 73,000 | |||||||||
Line of credit outstanding | 13,000 | 13,000 | ||||||||
Debt instrument aggregate principal amount | 35,000 | 35,000 | ||||||||
Debt issuance costs, net | 9,500 | 9,500 | ||||||||
Prior RBL | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Gain (Loss) on extinguishment of debt | $ (4,100) | |||||||||
Line of credit maturity date | Jan. 15, 2023 | |||||||||
Debt instrument aggregate principal amount | 190,000 | |||||||||
Debt issuance costs, net | 6,431 | |||||||||
Interest expense | $ 400 | |||||||||
New RBL Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit interest rate | 0.50% | |||||||||
Proceeds from line of credit | $ 35,000 | |||||||||
Second Lien Term Loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument aggregate principal amount | $ 150,000 | 150,000 | 150,000 | 150,000 | ||||||
Debt instrument, description of variable rate basis | LIBOR, with a floor of 0.75% | |||||||||
Debt instrument, basis spread on variable rate | 0.75% | |||||||||
Debt instrument, interest rate, stated percentage | 8.75% | |||||||||
Debt instrument, frequency of periodic payment | monthly | |||||||||
Debt instrument, maturity date | Dec. 30, 2025 | |||||||||
Debt issuance costs, net | 5,493 | $ 5,493 | $ 7,053 | |||||||
Second Lien Term Loan | Debt Instrument, Redemption, Period One | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Redemption period start date | Jun. 30, 2022 | |||||||||
Debt instrument, redemption premium, percentage | 2.00% | |||||||||
Second Lien Term Loan | Debt Instrument, Redemption, Period Two | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Redemption period start date | Jun. 30, 2023 | |||||||||
Debt instrument, redemption premium, percentage | 1.00% | |||||||||
Second Lien Term Loan | Debt Instrument, Redemption, Period Three | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Redemption period start date | Jun. 30, 2024 | |||||||||
Third Lien Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit Maximum borrowing capacity | $ 330,000 | $ 330,000 | ||||||||
Gain (Loss) on extinguishment of debt | (800) | |||||||||
unutilized commitment fee | $ 300 | |||||||||
Maximum [Member] | New RBL | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit commitment fee percentage | 4.00% | |||||||||
Total facility size | $ 750,000 | |||||||||
Minimum | New RBL | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit commitment fee percentage | 3.00% | |||||||||
London Interbank Offered Rate (LIBOR) | New RBL | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit interest rate description | interest at a rate equal to LIBOR plus an additional margin | |||||||||
LIBOR Floor Rate | New RBL | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit interest rate description | LIBOR ‘floor’ of 0.50% |
Derivative Instruments - Summar
Derivative Instruments - Summary of Fair Value of Derivative Assets and Liabilities and the Effect of Netting (Detail) - Commodity Derivative - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current liabilities | ||
Liabilities: | ||
Commodity Derivatives | $ 270,853 | $ 19,948 |
Noncurrent liabilities | ||
Liabilities: | ||
Commodity Derivatives | 113,402 | 38,341 |
Gross Carrying Amount | Current assets | ||
Assets: | ||
Commodity Derivatives | 6,211 | 9,095 |
Gross Carrying Amount | Noncurrent assets | ||
Assets: | ||
Commodity Derivatives | 171 | 2,742 |
Gross Carrying Amount | Current liabilities | ||
Liabilities: | ||
Commodity Derivatives | 277,064 | 29,043 |
Gross Carrying Amount | Noncurrent liabilities | ||
Liabilities: | ||
Commodity Derivatives | 113,573 | 41,083 |
Netting Adjustment | Current assets | ||
Assets: | ||
Commodity Derivatives | (6,211) | (9,095) |
Netting Adjustment | Noncurrent assets | ||
Assets: | ||
Commodity Derivatives | (171) | (2,742) |
Netting Adjustment | Current liabilities | ||
Liabilities: | ||
Commodity Derivatives | (6,211) | (9,095) |
Netting Adjustment | Noncurrent liabilities | ||
Liabilities: | ||
Commodity Derivatives | $ (171) | $ (2,742) |
Derivative Instruments - Summ_2
Derivative Instruments - Summary of Commodity Derivative Positions (Detail) - Gas Contracts In Mmbtu [Member] | 6 Months Ended |
Jun. 30, 2021$ / MMBTUMMBTU | |
2021 (July - December) | |
Schedule of Commodity Derivative Positions [Line Items] | |
Average Daily Volumes | MMBTU | 847,110 |
Weighted Average Swap Price | $ / MMBTU | 2.57 |
2022 | |
Schedule of Commodity Derivative Positions [Line Items] | |
Average Daily Volumes | MMBTU | 556,489 |
Weighted Average Swap Price | $ / MMBTU | 2.54 |
2023 | |
Schedule of Commodity Derivative Positions [Line Items] | |
Average Daily Volumes | MMBTU | 189,788 |
Weighted Average Swap Price | $ / MMBTU | 2.48 |
2024 | |
Schedule of Commodity Derivative Positions [Line Items] | |
Average Daily Volumes | MMBTU | 100,561 |
Weighted Average Swap Price | $ / MMBTU | 2.53 |
2025 | |
Schedule of Commodity Derivative Positions [Line Items] | |
Average Daily Volumes | MMBTU | 33,945 |
Weighted Average Swap Price | $ / MMBTU | 2.58 |
2021 (July - December) | |
Schedule of Commodity Derivative Positions [Line Items] | |
Average Daily Volumes | MMBTU | (15,000) |
Weighted Average Call Price | $ / MMBTU | 2.85 |
2022 | |
Schedule of Commodity Derivative Positions [Line Items] | |
Average Daily Volumes | MMBTU | (2,082) |
Weighted Average Call Price | $ / MMBTU | 3.02 |
2023 | |
Schedule of Commodity Derivative Positions [Line Items] | |
Average Daily Volumes | MMBTU | (44,384) |
Weighted Average Call Price | $ / MMBTU | 3.26 |
2021 (July - December) | |
Schedule of Commodity Derivative Positions [Line Items] | |
Average Daily Volumes | MMBTU | 15,000 |
Weighted Average Swap Price | $ / MMBTU | 2.55 |
2022 | |
Schedule of Commodity Derivative Positions [Line Items] | |
Average Daily Volumes | MMBTU | 2,082 |
Weighted Average Swap Price | $ / MMBTU | 2.80 |
2022 | |
Schedule of Commodity Derivative Positions [Line Items] | |
Average Daily Volumes | MMBTU | 62,500 |
Weighted Average Swap Price | $ / MMBTU | (0.19) |
Leases - Summary of Operating L
Leases - Summary of Operating Lease Liabilities (Detail) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021USD ($) | ||
Leases [Abstract] | ||
Beginning balance | $ 9,566 | |
Liabilities assumed in exchange for new right-of-use assets | 7,811 | [1] |
Contract modifications | 5,853 | [2] |
Dispositions | (1,626) | [3] |
Liabilities settled | (6,227) | |
Accretion of discount | 254 | [4] |
Ending balance | $ 15,631 | |
[1] | Represents non-cash leasing activity. | |
[2] | Represents non-cash changes in lease liabilities due to modifications of original contract terms. | |
[3] | Represents non-cash termination of a lease liability. | |
[4] | Represents imputed interest on discounted future cash payments. Combined with liabilities settled, it represents our operating lease cost for the six months ended June 30, 2021. |
Leases - Summary of Maturities
Leases - Summary of Maturities of Operating Lease Liabilities (Detail) - USD ($) $ in Thousands | Jun. 30, 2021 | Jan. 01, 2021 | Dec. 31, 2020 |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |||
2021 (July - December) | $ 9,897 | ||
2022 | 5,836 | ||
2023 | 381 | ||
2024 and thereafter | 0 | ||
Total operating lease payments | 16,114 | ||
Discount | (483) | ||
Total operating lease obligations | $ 15,631 | $ 9,600 | $ 9,566 |
Leases - Summary of Components
Leases - Summary of Components of Operating Lease Cost (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2021 | ||
Lease, Cost [Abstract] | |||
Operating lease cost | [1] | $ 3,211 | $ 5,973 |
Short-term lease cost | [2] | 1,683 | 3,600 |
Variable lease cost | [3] | 2,470 | 3,534 |
Total operating lease cost | $ 7,364 | $ 13,107 | |
[1] | Operating lease cost represents the reduction of the operating lease liability as the term is settled and the discount is accreted. | ||
[2] | Short-term lease cost are generally associated with drilling rigs with initial terms less than 12 months that are capitalized to natural gas properties or lease operating assets that are included in lease operating expense. | ||
[3] | Variable lease cost is primarily comprised of the service component of drilling rig commitments and maintenance on our amine and office facilities above the minimum required payments. Both the minimum required payments and the service component of the drilling rig commitments are capitalized as additions to natural gas properties. |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2021 | Jan. 01, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | |||
Operating lease right-of-use assets | $ 15,631 | $ 9,600 | |
Operating leases | $ 15,631 | $ 9,600 | $ 9,566 |
Weighted-average discount rate | 3.50% | ||
Operating cash flows from operating leases | $ 1,300 | ||
Weighted-average remaining lease term | 1 year 8 months 12 days | ||
Short-term lease payments | $ 11,800 |
Earnings per Share - Additiona
Earnings per Share - Additional Information (Detail) - shares | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Earnings Per Share [Abstract] | ||
Anti dilutive securities excluded from computation of earnings per share amount | 0 | 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2021 | Mar. 18, 2021 | |
Federal | |||
Income Taxes [Line Items] | |||
Effective income tax rate | (1.24%) | (1.20%) | |
Net operating loss carryforwards | $ 170.2 | $ 170.2 | |
State | |||
Income Taxes [Line Items] | |||
Effective income tax rate | (1.24%) | (1.20%) | |
Net operating loss carryforwards | $ 55.9 | $ 55.9 | |
Corporate Reorganisation | |||
Income Taxes [Line Items] | |||
Deferred tax asset | $ 43.2 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | |
Jul. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Non-cash stock compensation expenses | $ 13,665 | ||
Long Term Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation award vesting period | 3 years | ||
Performance Shares [Member] | Subsequent Event [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity instruments other than options, grants in period | 774,986 | ||
Time Based Restricted Stock Units [Member] | Subsequent Event [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity instruments other than options, grants in period | 42,856 | ||
Time Based Restricted Stock Units [Member] | Minimum [Member] | Subsequent Event [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation award vesting period | 1 year | ||
Time Based Restricted Stock Units [Member] | Maximum [Member] | Subsequent Event [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation award vesting period | 3 years | ||
Time Based Restricted Stock Units [Member] | Management And Other Employees [Member] | Subsequent Event [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation award vesting period | 3 years | ||
Equity instruments other than options, grants in period | 892,285 | ||
Class A Common Stock [Member] | Subsequent Event [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation number of shares available for grant | 6,020,740 | ||
Class A Common Stock [Member] | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based percentage of outstanding stock | 0.00% | ||
Class A Common Stock [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based percentage of outstanding stock | 200.00% | ||
Refundable Deposits [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Other long-term liabilities | $ 6,700 |
Related Parties - Additional In
Related Parties - Additional Information (Detail) - USD ($) $ in Thousands | Apr. 07, 2021 | Mar. 31, 2021 | Apr. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 30, 2020 | Oct. 31, 2017 |
Related Party Transaction [Line Items] | |||||||||
Debt instrument aggregate principal amount | $ 1,135,000 | $ 1,250,000 | |||||||
Eight Point Seven Five Percentage Senior Notes [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt instrument aggregate principal amount | 530,000 | $ 530,000 | |||||||
Debt instrument, interest rate, stated percentage | 8.75% | ||||||||
Debt instrument princiapl payment with redemption premium | $ 53,300 | ||||||||
Six Point Seven Five Percentage Senior Notes [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt instrument aggregate principal amount | $ 950,000 | 950,000 | |||||||
Debt instrument, interest rate, stated percentage | 6.75% | ||||||||
Second Lien Term Loan | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt instrument aggregate principal amount | 150,000 | 150,000 | $ 150,000 | ||||||
Debt instrument, interest rate, stated percentage | 8.75% | ||||||||
Second Lien Term Loan | Affiliates Of Black Stone | Minimum | |||||||||
Related Party Transaction [Line Items] | |||||||||
Interest expense for unused commitment fees | $ 300 | ||||||||
Third Lien Facility | |||||||||
Related Party Transaction [Line Items] | |||||||||
Interest expense for unused commitment fees | $ 300 | $ 700 | |||||||
Blackstone Group Inc | Six Point Seven Five Percentage Senior Notes [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt issuance costs | $ 1,500 | ||||||||
Blackstone Group Inc | 8.75 % Notes | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt instrument aggregate principal amount | $ 50,000 | ||||||||
Debt instrument, interest rate, stated percentage | 8.75% | ||||||||
Blackstone Partners [Member] | Offering [Member] | Common Class A [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Sale of Stock, Number of shares issued in transaction | 2,472,500 | ||||||||
stock issuance costs | $ 1,400 | ||||||||
Blackstone Group And Certain Members Of Management [Member] | Offering [Member] | Common Class A [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Sale of Stock, Number of shares issued in transaction | 4,285,000 | ||||||||
Vine Holdings [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Payments of dividends | $ 2,300 | ||||||||
Management And Consulting Agreement | Blackstone Group Inc | Chief Executive Officer | |||||||||
Related Party Transaction [Line Items] | |||||||||
Percentage of monitoring fee attributable to related party | 99.00% |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Details) - Subsequent Event [Member] - Chesapeake Energy Corporation [Member] $ / shares in Units, $ in Billions | Aug. 11, 2021USD ($)$ / shares |
Subsequent Event [Line Items] | |
Payments to Acquire Businesses, Net of Cash Acquired | $ | $ 2.2 |
Business acquisition, share price | $ 15 |
Stock exchange ratio | 0.2486 |
Cash for each share | $ 1.20 |
Equity Method Investment, Ownership Percentage | 70.00% |