UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K/A

 


 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  August 7, 2017 (June 8, 2017)

 


 

Centennial Resource Development, Inc.

(Exact name of registrant as specified in its charter)

 


 

Delaware

 

001-37697

 

47- 5381253

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(IRS Employer Identification No.)

 

1001 Seventeenth Street, Suite 1800
Denver, Colorado 80202
(Address of principal executive offices, including zip code)

 

(720) 499-1400
(Registrant’s telephone number, including area code)

 

N/A
(Former name or former address, if changed since last report)

 


 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

 

 



 

Introductory Note

 

As previously reported, on June 8, 2017, Centennial Resource Development, Inc. (“ Centennial ” or “the Company” ) and its subsidiary, Centennial Resource Production, LLC, a Delaware limited liability company (“ CRP ”), consummated the acquisition of certain undeveloped acreage and producing oil and natural gas properties in the core of the Northern Delaware Basin (the “ GMT Acquisition ”) from GMT Exploration Company LLC, a Delaware limited liability company (“ GMT ”), pursuant to that certain Purchase and Sale Agreement, dated as of April 28, 2017, by and between CRP and GMT. CRP funded the GMT Acquisition with the net proceeds from Centennial’s previously announced private placement of shares of its Class A common stock, which closed simultaneously with the GMT Acquisition.

 

This Current Report on Form 8-K/A provides historical financial statements related to the oil and gas properties acquired from GMT in connection with the GMT Acquisition (the “ GMT Properties ”) and pro forma financial statements for Centennial that give effect to the GMT Acquisition. This Current Report on Form 8-K/A should be read in conjunction with Centennial’s Current Reports on Form 8-K filed on May 1, 2017 and June 9, 2017, which provide additional information relating to the GMT Acquisition.

 

Item 9.01. Financial Statements and Exhibits.

 

(a)           Financial Statements of Businesses Acquired

 

The audited statement of revenues and direct operating expenses of the GMT Properties for the year ended December 31, 2016, including the notes and the report of BDO USA, LLP  with respect thereto, and the unaudited statement of revenue and direct operating expenses of the GMT Properties for the three months ended March 31, 2017 and 2016, including the notes thereto, are attached hereto as Exhibit 99.1 and incorporated by reference herein.

 

(b)           Pro Forma Financial Information

 

The following unaudited pro forma combined financial statements of Centennial giving effect to the GMT Acquisition are attached hereto as Exhibit 99.2 and incorporated by reference herein:

 

·       unaudited pro forma combined statement of operations for the three months ended March 31, 2017;

 

·       unaudited pro forma combined statement of operations for the year ended December 31, 2016; and

 

·       unaudited pro forma combined balance sheet as of March 31, 2017.

 

(d)           Exhibits

 

Exhibit No.

 

Description

23.1

 

Consent of BDO USA, LLP.

 

 

 

99.1

 

Statement of revenues and direct operating expenses of the GMT Properties for the year ended December 31, 2016 and for the three months ended March 31, 2017 and 2016.

 

 

 

99.2

 

Unaudited pro forma combined statement of operations for the three months ended March 31, 2017 and for the year ended December 31, 2016, and the unaudited pro forma combined balance sheet as of March 31, 2017.

 

1



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

CENTENNIAL RESOURCE DEVELOPMENT, INC

Date:  August 7, 2017

 

 

 

 

By:

/s/ GEORGE S. GLYPHIS

 

 

Name:

George S. Glyphis

 

 

Title:

Chief Financial Officer, Treasurer and Assistant Secretary

 

2


Exhibit 23.1

 

Consent of Independent Auditor

 

Centennial Resource Development, Inc.

Denver, Colorado

 

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-215621 and 333-214355) and Form S-8 (No. 333-215119) of our report dated July 19, 2017, relating to the statement of revenues and direct operating expenses associated with the oil and natural gas properties acquired by Centennial Resource Development, Inc. (“Centennial”) from GMT Exploration Company, LLC, included in Centennial’s current report on Form 8-K/A filed on August 7, 2017.

 

/s/ BDO USA, LLP

 

Houston, Texas

August 7, 2017

 


Exhibit 99.1

 

Report of Independent Auditor

 

To the Board of Directors and Members of

GMT Exploration Company, LLC

Houston, Texas

 

We have audited the accompanying statement of revenues and direct operating expenses of the oil and natural gas properties (the “GMT Properties”), as defined in Note 1, acquired on June 8, 2017 by Centennial Resource Production, LLC for the year ended December 31, 2016 and the related notes to the statement of revenues and direct operating expenses.

 

Management’s Responsibility for the Financial Statements

 

Management is responsible for the preparation and fair presentation of the statement of revenues and direct operating expenses in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal controls relevant to the preparation and fair presentation of the statement of revenues and direct operating expenses that is free from material misstatement, whether due to fraud or error.

 

Auditor’s Responsibility

 

Our responsibility is to express an opinion on the statement of revenues and direct operating expenses based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement of revenues and direct operating expenses is free from material misstatement.

 

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statement. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statement in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal controls of the GMT Properties. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

 

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

 

Opinion

 

In our opinion, the statement of revenues and direct operating expenses referred to above presents fairly, in all material respects, the revenues and direct operating expenses of the GMT Properties for the year ended December 31, 2016, in conformity with accounting principles generally accepted in the United States of America.

 

Emphasis of Matter

 

The accompanying statement of revenues and direct operating expenses was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission for inclusion in Centennial Resource Development, Inc.’s Form 8-K/A and is not intended to be a complete presentation of the results of the operations of the GMT Properties. Our opinion is not modified with respect to this matter.

 

/s/ BDO USA, LLP

July 19, 2017

Houston, Texas

 



 

GMT PROPERTIES

 

STATEMENT OF REVENUES AND DIRECT OPERATING EXPENSES

(IN THOUSANDS)

 

 

 

Three months ended March 31,

 

Year ended

 

 

 

2017

 

2016

 

December 31, 2016

 

 

 

(Unaudited)

 

 

 

Revenues:

 

 

 

 

 

 

 

Oil sales

 

$

7,974

 

$

3,138

 

$

20,361

 

Natural gas sales

 

1,002

 

357

 

2,360

 

Total revenues

 

8,976

 

3,495

 

22,721

 

 

 

 

 

 

 

 

 

Direct operating expenses:

 

 

 

 

 

 

 

Oil and natural gas production

 

2,544

 

1,478

 

6,542

 

Production and other taxes

 

785

 

299

 

1,992

 

Total direct operating expenses

 

3,329

 

1,777

 

8,534

 

 

 

 

 

 

 

 

 

Revenues in excess of direct operating expenses

 

$

5,647

 

$

1,718

 

$

14,187

 

 

See accompanying notes to statement of revenues and direct operating expenses.

 



 

GMT PROPERTIES

 

NOTES TO STATEMENT OF REVENUES AND DIRECT OPERATING EXPENSES

 

(1) Basis of Presentation

 

The accompanying financial statements present the revenues and direct operating expenses of various oil and natural gas properties and associated exploration and production assets (the “ GMT Properties ”) acquired pursuant to that certain Purchase and Sale Agreement, dated as of April 28, 2017 (the “ Purchase Agreement ”) between GMT Exploration Company LLC (“ GMT ”) and Centennial Resource Production, LLC (“ CRP ”), a subsidiary of Centennial Resource Development, Inc. (“ Centennial ”), for the year ended December 31, 2016 and the three months ended March 31, 2017 and 2016. The GMT Properties were purchased by CRP on June 8, 2017 for a net purchase price of approximately $350 million.

 

The GMT Properties were not accounted for as a separate subsidiary or division during the periods presented. Accordingly, complete financial statements under U.S. generally accepted accounting principles (“ US GAAP ”) are not available or practicable to obtain for the GMT Properties. The statement of revenues and direct operating expenses is not intended to be a complete presentation of the results of operations of the GMT Properties and may not be representative of future operations as it does not include general and administrative expenses, effects of derivative transactions, interest income or expense, depreciation, depletion and amortization, provision for income taxes and other income and expense items not directly associated with revenues from crude oil and natural gas. The historical statements of revenues and direct operating expenses of the GMT Properties are presented in order to substantially comply with the rules and regulations of the Securities and Exchange Commission (the “ SEC ”) for businesses acquired.

 

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

 

The accompanying statement of revenues and direct operating expenses for the three months ended March 31, 2017 and 2016 are unaudited, but, in the opinion of management, reflect all adjustments necessary for a fair presentation of the revenues and direct operating expenses for those periods. These interim results are not necessarily indicative of results for the full year.

 

Revenues in the accompanying statements of revenues and direct operating expenses are recognized based on the GMT Properties’ share of any given period’s production multiplied by the contract price received for the period. The direct operating expenses are recognized on the accrual basis and consist of the direct costs of operating the GMT Properties including production taxes, lifting costs, gathering, well repair and well workover costs. Direct costs do not include general corporate overhead.

 

(2) Revenue Recognition

 

Revenues from the sale of oil and natural gas are recognized when the product is delivered at a fixed or determinable price, title has transferred, and collectability is reasonably assured and evidenced by a contract. GMT recognizes revenues from the sale of oil and natural gas using the sales method of accounting, whereby revenue is recorded based on the GMT’s share of volume sold, regardless of whether the GMT has taken its proportional share of volume produced. A receivable or liability is recognized only to the extent that the GMT has an imbalance on a specific property greater than the expected remaining proved reserves. There were no gas imbalances at December 31, 2016, March 31, 2017 or March 31, 2016.

 

(3) Commitments and Contingencies

 

Pursuant to the terms of the Purchase Agreement, there are no known claims, litigation or disputes pending as of the effective date of the Purchase Agreement, or any matters arising in connection with indemnification, and the parties to the

 



 

Purchase Agreement are not aware of any legal, environmental or other commitments or contingencies that would have a material adverse effect on the statements of revenues and direct operating expenses.

 

(4) Subsequent Events

 

GMT has evaluated subsequent events through July 19, 2017, the date of the accompanying statement of revenue and direct operating expenses were available to be issued. There were no material subsequent events that required recognition or additional disclosure in the accompanying statements of revenue and direct operating expenses.

 

(5) Supplemental Financial Information for Oil and Natural Gas Producing Activities (Unaudited)

 

The following reserve estimates have been prepared by GMT’s internal petroleum engineer as of December 31, 2016 and 2015. The reserve estimates have been prepared in compliance with the SEC rules and accounting standards based on the 12-month un-weighted first-day-of-the-month average prices as of December 31, 2016 and 2015, with appropriate adjustments by property for location, quality, gathering and marketing adjustments.

 

(a)  Reserve Quantity Information

 

Proved reserves are estimated quantities of crude oil and natural gas which geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions. Proved developed reserves are those that are expected to be recovered through existing wells with existing equipment and operating methods. Proved undeveloped reserves are those that are expected to be recovered from new wells on undrilled acreage or from existing wells on which a relatively major expenditure is required for recompletion.

 

Below are the net quantities of total proved reserves, proved developed and proved undeveloped reserves of the GMT Properties. An analysis of the change in estimated quantities of reserves, all of which are located within the United States, is presented below.

 

 

 

Oil

 

Natural Gas

 

Total

 

 

 

(MBbls)(1)

 

(MMcf)(1)

 

(MBoe)

 

Total Proved Reserves:

 

 

 

 

 

 

 

Balance, December 31, 2015

 

3,274

 

4,768

 

4,068

 

Revisions of previous estimates

 

1,024

 

974

 

1,188

 

Discoveries

 

3,555

 

4,410

 

4,290

 

Production

 

(512

)

(879

)

(659

)

Balance, December 31, 2016

 

7,341

 

9,273

 

8,887

 

 

 

 

 

 

 

 

 

Proved Developed Reserves:

 

 

 

 

 

 

 

December 31, 2015

 

2,646

 

4,121

 

3,333

 

December 31, 2016

 

4,144

 

5,241

 

5,017

 

Proved Undeveloped Reserves:

 

 

 

 

 

 

 

December 31, 2015

 

628

 

647

 

735

 

December 31, 2016

 

3,197

 

4,032

 

3,870

 

 


(1)                                  Due to the lack of prior year reserve studies, GMT prepared a reserve study for the most recent period presented and computed reserves for prior periods using historical production amounts.

 



 

(b)  Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil and Natural Gas Reserves

 

The standardized measure of discounted future net cash flows relating to proved oil and natural gas reserves (“Standardized Measure”) is a disclosure requirement under Accounting Standards Codification 932-235. The Standardized Measure does not purport to be, nor should it be interpreted to present, the fair value of the proved oil and natural gas reserves of the GMT Properties. An estimate of fair value would also take into account, among other things, the recovery of reserves not presently classified as proved, the value of unproved properties, and consideration of expected future economic and operating conditions. The estimates of future cash flows and future production and development costs are based on the 12-month un-weighted first-day-of-the-month average prices as of December 31, 2016 and 2015, for oil and natural gas, estimated future production of proved reserves and estimated future production and development costs of proved reserves, based on current costs and economic conditions. The estimated future net cash flows are then discounted at a rate of 10%. No deduction has been made for general and administrative expenses, interest expense, depreciation, depletion and amortization or federal or state income taxes.

 

The Standardized Measure relating to proved oil and natural gas reserves are presented below:

 

 

 

December 31, 2016

 

 

 

(In thousands)

 

Future production revenues

 

$

288,318

 

Future costs:

 

 

 

Production

 

101,281

 

Development

 

39,033

 

Future net cash flows before income taxes

 

148,004

 

10% annual discount for estimated timing of cash flows

 

73,892

 

Standardized measure of discounted net cash flows

 

$

74,112

 

 

The standardized measure is based on the following oil and natural gas prices realized over the life of the properties at the wellhead as of the following date:

 

 

 

December 31, 2016

 

Oil (per Bbl)

 

$

43.32

 

Natural Gas (per MMBtu)

 

$

2.46

 

 

Changes in the Standardized Measure relating to proved oil and natural gas reserves is as follows:

 



 

 

 

Year ended

 

 

 

December 31, 2016

 

 

 

(In thousands)

 

Increase (decrease):

 

 

 

Sales, net of production costs

 

$

(14,187

)

Net change in sales prices, net of production costs

 

(6,668

)

Extensions, discoveries and improved recoveries

 

33,038

 

Previously estimated development costs incurred during the period

 

2,133

 

Changes in estimated future development costs

 

(4,606

)

Revisions of previous quantity estimates

 

13,798

 

Accretion of discount

 

4,600

 

Other revisions

 

1

 

Net increase

 

28,109

 

Standardized measure of discounted future net cash flows:

 

 

 

Beginning of period

 

46,003

 

End of period

 

$

74,112

 

 

Estimates of economically recoverable oil and natural gas reserves and of future net revenues are based upon a number of variable factors and assumptions, all of which are to some degree speculative and may vary considerably from actual results. Therefore, actual production, revenues, and development and operating expenditures may not occur as estimated. The reserve data are estimates only, are subject to many uncertainties and are based on data gained from production histories and on assumptions as to geologic formations, reservoir behavior, equipment condition and other matters. Actual quantities of oil and natural gas produced in the future may differ materially from the amounts estimated.

 


Exhibit 99.2

 

UNAUDITED PRO FORMA COMBINED 
FINANCIAL INFORMATION

 

On June 8, 2017, Centennial Resource Development, Inc. (“ CDEV ” or “the Company” ) and its subsidiary, Centennial Resource Production, LLC, a Delaware limited liability company (“ CRP ”), consummated the acquisition of certain undeveloped acreage and producing oil and natural gas properties in the core of the Northern Delaware Basin (the “ GMT Acquisition ”) from GMT Exploration Company LLC, a Delaware limited liability company (“ GMT ”), pursuant to the Purchase and Sale Agreement, dated as of April 28, 2017, by and between CRP and GMT. CRP funded the GMT Acquisition with the net proceeds from CDEV’s previously announced private placement of shares of its Class A Common Stock, par value $0.0001 per share (the “ Class A Common Stock ”) which closed simultaneously with the GMT Acquisition.

 

The unaudited pro forma combined statements of operations of CDEV for the three months ended March 31, 2017 and year ended December 31, 2016 give effect to the following transactions (for purposes of this section, collectively, the “ Transactions ”) as if they had been consummated on January 1, 2016, the beginning of the earliest period presented:

 

·                   the acquisition by the Company (formerly known as Silver Run Acquisition Corporation) of approximately 89% of the outstanding membership interests in CRP, which was consummated on October 11, 2016 (the “ Initial Business Combination ”);

 

·                   the acquisition by the Company of certain oil and natural gas properties, substantially all of which are located in Lea County, New Mexico, from GMT (the “ GMT Properties ”), which purchase was consummated on June 8, 2017; and

 

·                   the issuance by the Company of 23,500,000 shares of a Class A Common Stock through a private placement in connection with the GMT Acquisition.

 

The unaudited pro forma combined balance sheet as of March 31, 2017 gives effect to (i) the GMT Acquisition and (ii) related issuance of 23,500,000 shares of Class A Common Stock via a private placement, as if they had been consummated on March 31, 2017.

 

The Company has adopted ASU 2017-01, Business Combinations, Clarifying the Definition of a Business , and determined that the undeveloped acreage and oil and gas properties acquired from GMT do not qualify as a business. As a result, the Company’s purchase of GMT Properties constitutes an acquisition of assets, and accordingly, the GMT purchase consideration has been allocated to the GMT oil and gas properties based on their relative fair market values.

 

The historical consolidated financial statements have been adjusted in the unaudited pro forma combined financial statements to give pro forma effect to events that are: (1) directly attributable to the Transactions; (2) factually supportable; and (3) with respect to the statement of operations, expected to have a continuing impact on the Company’s results following the completion of the Transactions. The unaudited pro forma combined financial statements reflect pro forma adjustments based on available information and certain assumptions that we believe are reasonable. Assumptions and estimates underlying the unaudited pro forma adjustments set forth in the unaudited pro forma combined financial statements are described in the accompanying notes. In the Company’s opinion, all adjustments that are necessary to present fairly the pro forma information have been made. The unaudited pro forma combined financial statements have been developed from and should be read in conjunction with:

 

·                   the accompanying notes to the unaudited pro forma combined financial statements;

 

·                   the historical audited financial statements of the Company for the period from January 1, 2016 to October 10, 2016 (Predecessor Company operations) and October 11, 2016 to December 31, 2016 (Successor Company operations), which are included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “ SEC ”) on March 23, 2017 (the “ Annual Report ”);

 

·                   the historical unaudited financial statements of the Company as of and for the three months ended March 31, 2017, which are included in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 filed with the SEC on May 11, 2017 (the “ Quarterly Repor t”);

 



 

·                   the historical statement of revenues and direct operating expenses of the GMT Properties for the year ended December 31, 2016 and the three months ended March 31, 2017 and 2016, which are included as Exhibit 99.1 to this Current Report on Form 8-K/A; and

 

·                   other information relating to the Company and CRP contained in the Annual Report and the Quarterly Report.

 

The unaudited pro forma combined financial statements have been presented for illustrative purposes only and are not necessarily indicative of the operating results and financial position that would have been achieved had the Transactions occurred on the dates indicated. Further, the unaudited pro forma combined financial statements do not purport to project the future operating results or financial position of the Company following the completion of the acquisition of the GMT Properties and the other related Transactions, including, but not limited to, the anticipated realization of ongoing savings from operating efficiencies. The unaudited pro forma adjustments represent management’s estimates based on information available as of the date of these unaudited pro forma combined financial statements and are subject to change as additional information becomes available and analyses are performed.

 

2



 

Centennial Resource Development, Inc.

Unaudited Pro Forma Combined Statement of Operations

Three Months Ended March 31, 2017

(in thousands, except per share data)

 

 

 

CDEV
Historical

 

(a)
GMT
Properties

 

Pro forma
Adjustments

 

Pro forma
Combined

 

Net revenues

 

 

 

 

 

 

 

 

 

Oil sales

 

$

46,681

 

$

7,974

 

$

 

$

54,655

 

Natural gas sales

 

8,241

 

518

 

 

8,759

 

NGL sales

 

6,175

 

484

 

 

6,659

 

Total net revenues

 

61,097

 

8,976

 

 

70,073

 

Operating expenses

 

 

 

 

 

 

 

 

 

Lease operating expenses

 

7,278

 

2,268

 

 

9,546

 

Severance and ad valorem taxes

 

3,187

 

785

 

 

3,972

 

Transportation, processing, and gathering expenses

 

5,244

 

276

 

 

5,520

 

Depreciation, depletion, and amortization

 

26,160

 

 

5,756

(d)

31,916

 

Abandonment expense and impairment of unproved properties

 

(29

)

 

 

(29

)

General and administrative expenses

 

12,065

 

 

 

12,065

 

Total operating expenses

 

53,905

 

3,329

 

5,756

 

62,990

 

Total operating income

 

7,192

 

5,647

 

(5,756

)

7,083

 

Other (expense) income

 

 

 

 

 

 

 

 

 

Gain on sale of oil and natural gas properties

 

166

 

 

 

166

 

Interest expense

 

(410

)

 

(366

)(f)

(776

)

Gain on derivative instruments

 

3,759

 

 

 

3,759

 

Total other income (expense)

 

3,515

 

 

(366

)

3,149

 

Income before income taxes

 

10,707

 

5,647

 

(6,122

)

10,232

 

Income tax expense

 

 

 

(3,274

)(g)

(3,274

)

Net income (loss)

 

10,707

 

5,647

 

(9,396

)

6,958

 

Less: Net income attributable to non-controlling interests

 

884

 

 

(104

)(h)

780

 

Net income attributable to the combined entity

 

$

9,823

 

$

5,647

 

$

(9,292

)

$

6,178

 

Net income per common share

 

 

 

 

 

 

 

 

 

Basic

 

$

0.04

 

 

 

 

 

$

0.03

(i)

Diluted

 

$

0.04

 

 

 

 

 

$

0.02

(i)

Weighted average common shares outstanding

 

 

 

 

 

 

 

 

 

Basic

 

201,776

 

 

23,500

(n)

225,276

(i)

Diluted

 

204,942

 

 

23,500

(n)

247,598

(i)

 

3



 

Centennial Resource Development, Inc.

Unaudited Pro Forma Combined Statement of Operations

Year Ended December 31, 2016

(in thousands )

 

 

 

CDEV
Historical

 

(b)
CRP

 

(c)
GMT
Properties

 

Pro forma
Adjustments

 

Pro forma
Combined

 

Net revenues

 

 

 

 

 

 

 

 

 

 

 

Oil sales

 

$

 

$

84,100

 

$

20,361

 

$

 

$

104,461

 

Natural gas sales

 

 

9,494

 

1,220

 

 

10,714

 

NGL sales

 

 

5,239

 

1,140

 

 

6,379

 

Total net revenues

 

 

98,833

 

22,721

 

 

121,554

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

Lease operating expenses

 

 

14,577

 

6,021

 

 

20,598

 

Severance and ad valorem taxes

 

 

5,332

 

1,992

 

 

7,324

 

Transportation, processing, and gathering expenses

 

 

6,770

 

521

 

 

7,291

 

Depreciation, depletion, and amortization

 

 

77,841

 

 

(17,036

)(d)

60,805

 

Abandonment expense, exploration, and impairment of unproved properties

 

 

3,389

 

 

 

3,389

 

General and administrative expenses

 

1,407

 

39,296

 

 

(18,740

)(j)

21,963

 

Incentive unit compensation

 

 

165,394

 

 

(165,394

)(k)

 

Total operating expenses

 

1,407

 

312,599

 

8,534

 

(201,170

)

121,370

 

Total operating (loss) income

 

(1,407

)

(213,766

)

14,187

 

201,170

 

184

 

Other (expense) income

 

 

 

 

 

 

 

 

 

 

 

Gain on sale of oil and natural gas properties

 

 

35

 

 

 

35

 

Interest expense

 

 

(6,004

)

 

2,746

(f)

(3,258

)

Other income

 

561

 

6

 

 

(561

)(e)

6

 

Loss on derivative instruments

 

 

(8,386

)

 

 

(8,386

)

Total other income (loss)

 

561

 

(14,349

)

 

2,185

 

(11,603

)

(Loss) income before income taxes

 

(846

)

(228,115

)

14,187

 

203,355

 

(11,419

)

Income tax benefit

 

 

406

 

 

3,134

(g)

3,540

 

Net (loss) income

 

(846

)

(227,709

)

14,187

 

206,489

 

(7,879

)

Less: Net loss attributable to non-controlling interests

 

 

(904

)

 

(260

)(m)

(1,164

)

Net (loss) income attributable to the combined entity

 

$

(846

)

$

(226,805

)

$

14,187

 

$

206,749

 

$

(6,715

)

Net loss per common share (l)

 

 

 

 

 

 

 

 

 

 

 

 

4



 

Centennial Resource Development, Inc.

Unaudited Pro Forma Combined Balance Sheet

As of March 31, 2017

(in thousands )

 

 

 

CDEV Historical

 

(b)
GMT
Properties

 

Pro Forma
Adjustments

 

Pro Forma
Combined

 

ASSETS

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

54,874

 

$

(349,106

)(g)

$

34,622

(c)

$

81,140

 

 

 

 

 

 

 

340,750

(e)

 

 

Accounts receivable, net

 

23,322

 

 

 

23,322

 

Derivative instruments

 

869

 

 

 

869

 

Prepaid and other current assets

 

1,991

 

649

 

378

(c)

3,018

 

Total current assets

 

81,056

 

(348,457

)

375,750

 

108,349

 

Oil and natural gas properties, successful efforts method

 

 

 

 

 

 

 

 

 

Unproved properties

 

1,874,454

 

295,741

(a)

 

2,170,195

 

Proved properties

 

734,283

 

53,966

 

 

788,249

 

Accumulated depreciation, depletion and amortization

 

(40,061

)

 

 

(40,061

)

Total oil and natural gas properties, net

 

2,568,676

 

349,707

 

 

2,918,383

 

Other property and equipment, net

 

2,915

 

 

 

2,915

 

Total property and equipment, net

 

2,571,591

 

349,707

 

 

2,921,298

 

Noncurrent assets

 

 

 

 

 

 

 

 

Derivative instruments

 

109

 

 

 

109

 

Other noncurrent assets

 

1,000

 

 

 

1,000

 

Total assets

 

$

2,653,756

 

$

1,250

 

$

375,750

 

$

3,030,756

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$

78,146

 

$

474

(a)

$

 

$

78,620

 

Derivative instruments

 

1,773

 

 

 

1,773

 

Total current liabilities

 

79,919

 

474

 

 

80,393

 

Noncurrent liabilities

 

 

 

 

 

 

 

 

 

Revolving credit facility

 

 

 

35,000

(c)

35,000

 

Asset retirement obligations

 

7,585

 

776

(d)

 

8,361

 

Derivative instruments

 

 

 

 

 

Total liabilities

 

87,504

 

1,250

 

35,000

 

123,754

 

Shareholders’ equity

 

 

 

 

 

 

 

 

 

Preferred stock

 

 

 

 

 

Common stock

 

23

 

 

2

(e)

25

 

Additional paid-in capital

 

2,369,504

 

 

340,748

(e)

2,704,193

 

 

 

 

 

(6,059

)(f)

 

 

Retained earnings (accumulated deficit)

 

894

 

 

 

894

 

Total shareholders’ equity

 

2,370,421

 

 

334,691

 

2,705,112

 

Non-controlling interest

 

195,831

 

 

6,059

(f)

201,890

 

Total equity

 

2,566,252

 

 

340,750

 

2,907,002

 

Total liabilities and shareholders’ equity

 

$

2,653,756

 

$

1,250

 

$

375,750

 

$

3,030,756

 

 

5



 

1.               Basis of Pro Forma Presentation

 

Overview

 

On June 8, 2017, the Company and its subsidiary CRP consummated the acquisition of certain undeveloped acreage and producing oil and natural gas properties in the core of the Northern Delaware Basin from GMT, pursuant to the Purchase and Sale Agreement, dated as of April 28, 2017, by and between CRP and GMT. CRP funded the GMT Acquisition with the net proceeds from CDEV’s previously announced private placement of shares of its Class A Common Stock, which closed simultaneously with the GMT Acquisition. The unaudited pro forma combined financial information has been derived from the historical consolidated financial statements of the Company and historical statements of revenues and direct operating expenses of the GMT Properties.

 

The unaudited pro forma combined statements of operations for the three months ended March 31, 2017 and the year ended December 31, 2016 both give effect to (i) the GMT Acquisition, and (ii) the Initial Business Combination, as if these transactions had occurred on January 1, 2016. The unaudited pro forma combined balance sheet as of March 31, 2017 gives effect to the GMT Acquisition as if it had occurred on March 31, 2017.

 

The unaudited pro forma combined financial statements reflect pro forma adjustments that are described in the accompanying notes and are based on available information and certain assumptions that we believe are reasonable, however, actual results may differ from those reflected in these statements. In the Company’s opinion, all adjustments that are necessary to present fairly the pro forma information have been made. The following unaudited pro forma combined statements do not purport to represent what the Company’s financial position or results of operations would have been if the GMT Acquisition had actually occurred on the dates indicated above, nor are they indicative of the Company’s future financial position or results of operations.

 

The unaudited pro forma combined financial statements should be read in conjunction with (i) the Company’s historical financial statements and related notes for the period from January 1, 2016 to October 10, 2016 (Predecessor Company operations) and October 11, 2016 to December 31, 2016 (Successor Company operations), as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which are included in the Annual Report, (ii) the Company’s historical financial statements and related notes for the three months ended March 31, 2017, as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which are included in the Quarterly Report, and (iii) the historical statement of revenues and direct operating expenses of the GMT Properties for the year ended December 31, 2016 and the three months ended March 31, 2017 and 2016, which are included as Exhibit 99.1 to this Current Report.

 

The pro forma adjustments represent management’s estimates based on information available as of the date of this filing and are subject to change as additional information becomes available and additional analyses are performed. One-time transaction-related costs incurred in connection with the GMT Acquisition and the other related transactions are not included in the unaudited pro forma combined statements of operations, as they are not expected to have a continuing impact on the Company’s results. However, the impact of such transaction-related costs are reflected in the unaudited pro forma balance sheet as an increase to unproved property and accrued liabilities.

 

2.               Unaudited Pro Forma Combined Balance Sheet

 

The Company adopted ASU 2017-01, Business Combinations, Clarifying the Definition of a Business , and determined that the undeveloped acreage and oil and gas properties acquired from GMT do not qualify as a business. As a result, the Company’s purchase of the GMT Properties constitutes an acquisition of assets, and accordingly, the GMT purchase consideration has been allocated to the GMT oil and natural gas properties based on their relative fair values measured as of the acquisition date. Transaction costs as they relate to the GMT Acquisition mainly consist of advisory, legal and accounting fees and are capitalized as incurred.

 

The Company agreed to acquire the GMT Properties for $350 million of cash consideration and after settlement statement adjustments of $0.9 million, the Company paid a net purchase price of $349.1 million. On a relative fair value basis, $295.4 million was allocated to unproved properties and $53.2 million to proved properties. The Company also incurred $0.4 million in transaction costs that were capitalized in conjunction with the asset acquisition and recognized an asset retirement obligation of $0.8 million.

 

6



 

3.               Adjustments to the Unaudited Pro Forma Combined Statements of Operations

 

The following adjustments have been made to the accompanying unaudited pro forma combined statements of operations for the three months ended March 31, 2017 and the year ended December 31, 2016:

 

a.               Represents the statements of revenues and direct operating expenses for the three months ended March 31, 2017 related to the GMT Properties purchased by the Company.

 

b.               Represents CRP’s consolidated and combined statement of operations for the period dating from January 1, 2016, through October 10, 2016 (Predecessor Company operations) and of the Company for the period dating from October 11, 2016, through December 31, 2016 (Successor Company operations).

 

c.                Represents the statements of revenues and direct operating expenses for the year ended December 31, 2016 related to the GMT Properties purchased by the Company.

 

d.               Reflects the change in depreciation, depletion, and amortization resulting from (i) CRP’s oil and gas properties being recorded at fair value in connection with the Initial Business Combination, and (ii) GMT’s oil and gas properties being recorded at relative fair value in connection with the GMT Acquisition.

 

e.                Reflects the elimination of interest income in the Company’s historical income statement. Such interest income was associated with invested funds that were used in their entirety by CDEV to fund its purchase of CRP in the Initial Business Combination.

 

f.                 Reflects (i) the elimination of interest expense on CRP’s historical debt that was repaid in its entirety in connection with the Initial Business Combination, (ii) incremental interest expense on amounts borrowed by the Company under its credit facility to fund a portion of the GMT Acquisition, and (iii) additional unutilized commitment fees on the credit facility, which were incurred due to borrowing base increases resulting from the GMT Acquisition.

 

g.                Reflects the income tax effects of the pro forma adjustments presented based on CDEV’s federal statutory rate of 35%, which has been adjusted to incorporate all applicable state and local income taxes net of the effects of its non-controlling interests, resulting in an effective tax rate of 32% for the three months ended March 31, 2017 and 31% for the year ended December 31, 2016.

 

h.               Represents the net income attributable to non-controlling interests, associated with the cumulative net effect of all pro forma adjustments presented for the three months ended March 31, 2017.

 

i.                   Pro forma net income per common share is computed by dividing pro forma net income attributable to the combined entity by the weighted average number of common shares outstanding for the three months ended March 31, 2017. Pro forma dilutive net income per common share is computed by dividing adjusted pro forma net income attributable to the combined entity by the weighted average number of diluted common shares outstanding, which includes the effect of potentially dilutive securities. Potentially dilutive securities for the pro forma diluted earnings per share calculation consists of (i) unvested restricted stock awards and outstanding stock options using the treasury stock method, and (ii) the Company’s class C common stock, par value $0.0001 per share, using the “if-converted” method.

 

j.                  Reflects an adjustment to general and administrative expenses to remove non-recurring transaction costs of $18.7 million that were directly attributable to the Initial Business Combination but which were eliminated as they are not expected to have a continuing impact.

 

k.               Represents the elimination of non-recurring incentive unit compensation paid to the Centennial Contributors as part of the Initial Business Combination as such item is not expected to have a continuing impact.

 

7



 

l.                   As a result of the Initial Business Combination, the Company had Predecessor Company operations and Successor Company operations during the year ended December 31, 2016. As such, the pro forma loss per common share (basic and diluted) and weighted average common shares outstanding (basic and diluted) metrics are not meaningful or useful to users of these pro forma financial statements. Such metrics have been excluded accordingly from the pro forma combined statement of operations for the year ended December 31, 2016.

 

m.   Represents the net loss attributable to non-controlling interests, associated with the cumulative net effect of all pro forma adjustments presented for the year ended December 31, 2016.

 

n.               Represents the issuance of 23.5 million shares of Class A Common Stock at $14.50 per share via the Company’s private placement on June 8, 2017. The net proceeds from this share issuance were used in their entirety to finance the majority of the GMT Acquisition purchase price.

 

4.               Adjustments to the Unaudited Pro Forma Combined Balance Sheet

 

The following adjustments have been made to the accompanying unaudited pro forma combined balance sheet as of March 31, 2017:

 

a.               Reflects $0.5 million in transaction costs that were incurred in connection with the GMT Acquisition. As a result of the Company’s early adoption of ASC 2017-01, the GMT Properties acquired did not meet the definition of a business, and such transaction fees were capitalized to unproved properties accordingly.

 

b.               Represents the relative fair value of assets acquired and liabilities assumed in the GMT Acquisition.

 

c.                Reflects $35.0 million borrowed under CRP’s credit facility for the purpose of funding a portion of the GMT Acquisition purchase price, less approximately $0.4 million in deferred issuance costs that were capitalized as an other current asset.

 

d.               Represents the asset retirement obligations associated with the GMT Properties that were recognized as of the June 8, 2017 acquisition date.

 

e.                Represents the proceeds, par value, and additional paid-in-capital associated with the issuance of 23.5 million shares of Class A Common Stock at $14.50 per share via the Company’s private placement on June 8, 2017. The entire $340.8 million in net proceeds from this share issuance were used to finance the majority of the GMT Acquisition.

 

f.                 Represents the adjustment to revalue non-controlling interest as a result of the issuance of 23.5 million shares of Class A Common Stock.

 

g.                Represents the GMT Acquisition purchase price of $350 million, net of $0.9 million in settlement statement adjustments.

 

5.               Supplemental Pro Forma Oil and Natural Gas Reserve Information

 

The following tables present the estimated pro forma combined net proved developed and undeveloped oil, NGL and natural gas reserves as of December 31, 2016, along with a summary of changes in quantities of net remaining proved reserves during the year ended December 31, 2016. The pro forma reserve information set forth below gives effect to the oil and gas properties purchased in connection with the GMT Acquisition as if the transactions had occurred on January 1, 2016. All oil and gas reserves in the tables below are attributable to properties within the United States.

 

8



 

 

 

(a)
CDEV

 

(b)
GMT

 

Pro Forma
Combined

 

Oil (MBbl)

 

 

 

 

 

 

 

Total proved reserves:

 

 

 

 

 

 

 

Beginning of period

 

23,199

 

3,274

 

26,473

 

Extensions and discoveries

 

12,914

 

3,555

 

16,469

 

Revisions of previous estimates

 

1,209

 

1,024

 

2,233

 

Purchases of reserves in place

 

11,251

 

 

11,251

 

Production

 

(2,107

)

(512

)

(2,619

)

End of period

 

46,466

 

7,341

 

53,807

 

 

 

 

 

 

 

 

 

Proved developed reserves:

 

 

 

 

 

 

 

Beginning of period

 

9,347

 

2,646

 

11,993

 

End of period

 

14,551

 

4,144

 

18,695

 

Proved undeveloped reserves:

 

 

 

 

 

 

 

Beginning of period

 

13,852

 

628

 

14,480

 

End of period

 

31,914

 

3,197

 

35,111

 

 

 

 

(a)
CDEV

 

(b)
GMT

 

Pro Forma
Combined

 

Natural Gas (MMcf)

 

 

 

 

 

 

 

Total proved reserves:

 

 

 

 

 

 

 

Beginning of period

 

32,442

 

4,768

 

37,210

 

Extensions and discoveries

 

18,629

 

4,410

 

23,039

 

Revisions of previous estimates

 

14,924

 

974

 

15,898

 

Purchases of reserves in place

 

86,122

 

 

86,122

 

Production

 

(3,773

)

(879

)

(4,652

)

End of period

 

148,344

 

9,273

 

157,617

 

 

 

 

 

 

 

 

 

Proved developed reserves:

 

 

 

 

 

 

 

Beginning of period

 

12,711

 

4,121

 

16,832

 

End of period

 

42,190

 

5,241

 

47,431

 

Proved undeveloped reserves:

 

 

 

 

 

 

 

Beginning of period

 

19,731

 

647

 

20,378

 

End of period

 

106,154

 

4,032

 

110,186

 

 

9



 

 

 

(a)
CDEV

 

(b)
GMT

 

Pro Forma
Combined

 

Natural Gas Liquids (MBbls)

 

 

 

 

 

 

 

Total proved reserves:

 

 

 

 

 

 

 

Beginning of period

 

3,851

 

 

3,851

 

Extensions and discoveries

 

1,998

 

 

1,998

 

Revisions of previous estimates

 

873

 

 

873

 

Purchases of reserves in place

 

5,397

 

 

5,397

 

Production

 

(349

)

 

(349

)

End of period

 

11,770

 

 

11,770

 

 

 

 

 

 

 

 

 

Proved developed reserves:

 

 

 

 

 

 

 

Beginning of period

 

1,603

 

 

1,603

 

End of period

 

3,618

 

 

3,618

 

Proved undeveloped reserves:

 

 

 

 

 

 

 

Beginning of period

 

2,248

 

 

2,248

 

End of period

 

8,152

 

 

8,152

 

 

The pro forma standardized measure of discounted future net cash flows relating to proved oil and natural gas reserves as of December 31, 2016 is as follows (in thousands):

 

 

 

CDEV

 

(b)
GMT

 

Pro Forma
Combined

 

Future cash inflows

 

$

2,105,585

 

$

288,318

 

$

2,393,903

 

Future development costs

 

(482,162

)

(39,033

)

(521,195

)

Future production costs

 

(640,306

)

(101,281

)

(741,587

)

Future income tax expenses

 

(136,587

)

 

(136,587

)

Future net cash flows

 

846,530

 

148,004

 

994,534

 

10% discount to reflect timing of cash flows

 

(471,438

)

(73,892

)

(545,330

)

Standardized measure of discounted future net cash flows

 

$

375,092

 

$

74,112

 

$

449,204

 

 

The changes in the pro forma standardized measure of discounted future net cash flows relating to proved oil and natural gas reserves for the year ended December 31, 2016 are as follows (in thousands):

 

10



 

 

 

(a)
CDEV

 

(b)
GMT

 

Pro Forma
Combined

 

Standardized measure of discounted future net cash flows, beginning of period

 

$

135,069

 

$

46,003

 

$

181,072

 

Sales of oil, natural gas and NGLs, net of production costs

 

(72,155

)

(14,187

)

(86,342

)

Purchase of minerals in place

 

137,987

 

 

137,987

 

Extensions and discoveries, net of future development costs

 

102,263

 

33,038

 

135,301

 

Previously estimated development costs incurred during the period

 

22,634

 

2,133

 

24,767

 

Net change in prices and production costs

 

5,683

 

(6,668

)

(985

)

Change in estimated future development costs

 

29,569

 

(4,606

)

24,963

 

Revisions of previous quantity estimates

 

23,863

 

13,798

 

37,661

 

Accretion of discount

 

16,072

 

4,600

 

20,672

 

Net change in income taxes

 

(49,558

)

 

(49,558

)

Net change in timing of production and other

 

23,665

 

1

 

23,666

 

Standardized measure of discounted future net cash flows, end of period

 

$

375,092

 

$

74,112

 

$

449,204

 

 

Pro Forma Adjustments to Supplemental Pro Forma Oil and Natural Gas Reserve Information:

 

a.               Represents the fiscal year 2016 balances and activity for the Company including both Predecessor and Successor periods.

 

b.               Represents the fiscal year 2016 balances and activity for the GMT Properties acquired on June 8, 2016. Income taxes have not been included in the GMT Properties’ standardized measure of discounted future net cash flows or changes therein due to the GMT Properties not being a tax paying entity on a stand alone basis.

 

11