EX-99.1 7 d785486dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

Green Gate Resources Parent, LLC

Table of Contents

 

         Page(s)  

Independent Auditor’s Report

     F-2  

Consolidated and Combined Statements of Operations and Other Comprehensive Income

     F-4  

Consolidated and Combined Balance Sheets

     F-5  

Consolidated and Combined Statements of Members’ and Stockholders’ Equity

     F-6  

Consolidated and Combined Statements of Cash Flows

     F-7  

Notes to the Consolidated and Combined Financial Statements

  

1.

  Nature of Operations      F-9  

2.

  Summary of Significant Accounting Policies      F-10  

3.

  Significant Transactions      F-14  

4.

  Revenue      F-16  

5.

  Inventories      F-17  

6.

  Property, Plant, and Equipment      F-17  

7.

  Transactions with Related Parties      F-19  

8.

  Benefit Plans      F-20  

9.

  Litigation and Other Contingencies      F-25  

10.

  Leases and Other Commitments      F-27  

11.

  Fair Value of Financial Instruments      F-29  

12.

  Derivatives      F-31  

13.

  Taxes      F-32  

14.

  Debt      F-33  

15.

  Subsequent Events      F-37  

Supplementary Oil and Gas Information (Unaudited)

  

Costs and Results of Oil and Gas Producing Activities

     F-38  

Proved Reserve Estimates

     F-39  

Standardized Measure

     F-42  

 

F-1


Independent Auditor’s Report

Board of Managers and Management

Green Gate Resources Parent, LLC

Houston, Texas

Opinion

We have audited the consolidated and combined financial statements of Green Gate Resources Parent, LLC and its subsidiaries (the “Company”), which comprise the consolidated and combined balance sheets as of December 31, 2023 (Successor) and 2022 (Successor) and December 31, 2022 (Predecessor), and the related consolidated and combined statements of operations and other comprehensive income for the year ended December 31, 2023 (Successor) and the 122 days ended December 31, 2022 (Successor) and the 58 days ended February 27, 2023 (Predecessor) and the years ended December 31, 2022 (Predecessor) and 2021 (Predecessor), members’ and stockholders’ equity for the year ended December 31, 2023 (Successor) and the period from inception (August 31, 2022) to December 31, 2022 (Successor) and the 58 days ended February 27, 2023 (Predecessor) and the years ended December 31, 2022 (Predecessor) and 2021 (Predecessor), and cash flows for the year ended December 31, 2023 (Successor) and the 122 days ended December 31, 2022 (Successor) and the 58 days ended February 27, 2023 (Predecessor) and the years ended December 31, 2022 (Predecessor) and 2021 (Predecessor), and the related notes to the consolidated and combined financial statements.

In our opinion, the accompanying consolidated and combined financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 (Successor) and 2022 (Successor) and December 31, 2022 (Predecessor), and the results of its operations and its cash flows for the year ended December 31, 2023 (Successor) and the 122 days ended December 31, 2022 (Successor) and the 58 days ended February 27, 2023 (Predecessor) and the years ended December 31, 2022 (Predecessor) and 2021 (Predecessor) in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated and combined financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated and combined financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated and combined financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated and combined financial statements are available to be issued.

 

F-2


Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated and combined financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the consolidated and combined financial statements.

In performing an audit in accordance with GAAS, we:

 

   

Exercise professional judgment and maintain professional skepticism throughout the audit.

 

   

Identify and assess the risks of material misstatement of the consolidated and combined financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated and combined financial statements.

 

   

Obtain an understanding of internal control relevant to the audit 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 Company’s internal control. Accordingly, no such opinion is expressed.

 

   

Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the consolidated and combined financial statements.

 

   

Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

/s/ BDO USA, P.C.

Houston, Texas

April 16, 2024

 

F-3


Green Gate Resources Parent, LLC

Consolidated and Combined Statements of Operations and Other Comprehensive Income

 

(in thousands of dollars)

 

    Successor     Predecessor  
  Year
Ended
December 31,
    122-days
Ended
December 31,
    58-days
Ended
February 27,
    Years Ended
December 31,
 
  2023     2022     2023     2022     2021  

Revenue and Other Income

           

Crude oil, natural gas and NGL sales

  $ 1,762,721     $ —      $ 5,621     $ 47,782     $ 37,711  

Crude oil, natural gas and NGL sales to related parties

    —        —        341,218       2,755,581       2,084,423  

Other revenue

    6,641       —        969       4,506       2,812  

Gain/(loss) on acquisition/sale of assets, net

    13,287       —        —        1,036       (171

(Loss) on commodity derivatives, net

    (127,921     —        —        —        —   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Revenue and Other Income

    1,654,728       —        347,808       2,808,905       2,124,775  

Operating Expenses

           

Operating costs

  $ 394,466     $ —      $ 68,807     $ 463,186     $ 396,246  

General and administrative expenses

    159,717       —        30,474       219,995       240,493  

Depreciation, depletion and amortization

    291,491       —        76,656       567,728       748,870  

Accretion expense on abandonment liability

    122,321       —        13,168       86,609       92,793  

Exploration expenses including dry hole

    273       —        40       315       424  

Purchased natural gas marketing expense

    170,198       —        228,605       359,680       212,770  

Electricity generation expenses

    55,338       —        10,393       54,733       46,012  

Taxes other than on income

    84,443       —        14,435       75,479       71,053  

Research expenses

    733       —        3       325       112  

Other operating expenses

    71,733       —        8,208       45,614       3,910  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Operating Expenses

    1,350,713       —        450,789       1,873,664       1,812,683  

Operating Income (Loss)

    304,016       —        (102,980     935,241       312,092  

Non-Operating (Expenses) Income

           

Interest income

    4,485           1,114       5,652       —   

Interest (expense)

    (109,693     —        —        —        —   

Income/(Loss) from equity investments

    6,850       —        501       (162     280  

Other non-operating (expenses)/income

    (2,245     —        (144     12,074       8,970  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (Loss) Before Income Taxes

    203,413       —        (101,509     952,805       321,342  

Federal and state income tax benefit/(expense)

    1,302       —        264       (11,337     1,744  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Income (Loss)

    204,715       —        (101,245     941,468       323,086  

Other Comprehensive Income (Loss)

           

Unrealized gain/(loss) on investments

    1,002       —        (193     (2,131     1,454  

Amortization of prior service cost

    —        —        —        453       908  

Amortization of net actuarial gain

    988       —        197       1,065       2,999  

Net actuarial gain arising during the period

    9,069       —        361       6,864       22,279  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive Income (Loss)

  $ 215,774     $ —      $ (100,880   $ 947,719     $ 350,726  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

*

All items of other comprehensive income/(loss) are displayed net of a tax benefit of ($4,129) thousand, ($218) thousand, ($3,257) thousand, and ($10,175) thousand for the Successor year ended December 31, 2023, the Predecessor 58-day period ended February 27, 2023, and years ended December 31, 2022 and 2021, respectively.

The accompanying notes are an integral part of these statements.

 

F-4


Green Gate Resources Parent, LLC

Consolidated and Combined Balance Sheets

 

(in thousands of dollars)

 

    Successor     Predecessor  
       
    December 31,
2023
    December 31,
2022
    December 31,
2022
 

Assets

       

Current Assets

       

Cash

  $ 29,376     $ —      $ 343,681  

Restricted cash

    15,840       —        —   

Accounts receivable

       

Due from related parties

    50,000       —        191,102  

Trade

    174,532       —        6,049  

Other

    1,760       —        9,155  

Inventories

       

Crude oil and condensate

    389       —        934  

Materials and supplies

    17,101       —        15,241  

Other current assets, net

    4,542       —        —   
 

 

 

   

 

 

   

 

 

 

Total Current Assets

    293,541       —        566,162  

Equity investments

    34,865       —        8,140  

Property, plant and equipment, at cost, less accumulated depreciation, depletion and amortization

    2,923,569       —        4,508,315  

Deferred income tax asset, net

    14,687       —        18,108  

Other assets, net

    98,867       169,000       163,903  
 

 

 

   

 

 

   

 

 

 

Total Assets

  $ 3,365,528     $ 169,000     $ 5,264,628  
 

 

 

   

 

 

   

 

 

 

Liabilities and Members’ & Stockholders’ Equity

       

Current Liabilities

       

Accounts payable

       

Trade

  $ 140,860     $ —      $ 172,716  

Taxes payable

    14,589       —        14,476  

Fair value of derivative contracts

    31,032       —        —   

Accrued liabilities

    161,304       —        88,596  

Current portion of long term debt

    100,000       —        —   

Accrued restoration, removal and environmental costs

    82,320       —        149,374  
 

 

 

   

 

 

   

 

 

 

Total Current Liabilities

    530,106       —        425,162  

Accrued restoration, removal and environmental costs

    1,022,265       —        1,078,771  

Long term debt, net

    811,419       —        —   

Long term - fair value of derivative instruments

    79,366       —        —   

Other long term liabilities

    56,888       —        77,989  
 

 

 

   

 

 

   

 

 

 

Total Liabilities

    2,500,044       —        1,581,922  

Commitments and Contingencies (Note 9 and Note 10)

       

Members’ and Stockholders’ Equity

       

Common stock, $1.00 par value for the predecessor (2,000 shares authorized and outstanding)

    —        —        2  

Retained earnings

    854,425       169,000       3,714,630  

Accumulated other comprehensive income (loss)

    11,059       —        (31,926
 

 

 

   

 

 

   

 

 

 

Total Members’ & Stockholders’ Equity

    865,484       169,000       3,682,706  
 

 

 

   

 

 

   

 

 

 

Total Liabilities and Members’ & Stockholders’ Equity

  $ 3,365,528     $ 169,000     $ 5,264,628  
 

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of these statements.

 

F-5


Green Gate Resources Parent, LLC

Consolidated and Combined Statements of Members’ and Stockholders’ Equity

 

(in thousands)

 

     Predecessor  
     Common Stock      Retained
Earnings
    Accumulated
Other
Comprehensive
Loss
    Total Members’
and
Stockholders’
Equity
 
     Shares      Amount                     

Balance as of December 31, 2020

     2      $ 2      $ 4,600,076     $ (65,817   $ 4,534,261  

Net income

           323,086       —        323,086  

Distributions

           (900,000     —        (900,000

Other comprehensive gain

           —        27,640       27,640  
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Balance as of December 31, 2021

     2      $ 2      $ 4,023,162     $ (38,177   $ 3,984,987  
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Net income

         $ 941,468     $ —      $ 941,468  

Distributions

           (1,250,000     —        (1,250,000

Other comprehensive gain

           —        6,251       6,251  
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Balance as of December 31, 2022

     2      $ 2      $ 3,714,630     $ (31,926   $ 3,682,706  
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Net loss

         $ (101,245   $ —      $ (101,245

Other comprehensive gain

           —        365       365  
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Balance as of February 27, 2023

     2      $ 2      $ 3,613,385     $ (31,561   $ 3,581,826  
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

 

 

 

     Successor  
     Retained
Earnings
    Accumulated
Other
Comprehensive
Loss
     Total Members’
and
Stockholders’
Equity
 

Balance as of August 31, 2022 (Inception)

   $ —      $ —       $ —   

Net income

     —        —         —   

Contributions

     169,000       —         169,000  
  

 

 

   

 

 

    

 

 

 

Balance as of December 31, 2022

   $ 169,000     $ —       $ 169,000  
  

 

 

   

 

 

    

 

 

 

Net income

   $ 204,715     $ —       $ 204,715  

Distributions

     (135,290     —         (135,290

Contributions

     616,000       —         616,000  

Other comprehensive gain

     —        11,059        11,059  
  

 

 

   

 

 

    

 

 

 

Balance as of December 31, 2023

   $ 854,425     $ 11,059      $ 865,484  
  

 

 

   

 

 

    

 

 

 

The accompanying notes are an integral part of these statements.

 

F-6


Green Gate Resources Parent, LLC

Consolidated and Combined Statements of Cash Flows

 

(in thousands of dollars)

 

    Successor     Predecessor  
  Year
Ended
December 31,
    122-days
Ended
December 31,
    58-days
Ended
February 27,
    Years Ended
December 31,
 
  2023     2022     2023     2022     2021  

Cash Flows From Operating Activities

           

Net income (loss)

  $ 204,715     $ —      $ (101,245   $ 941,468     $ 323,086  

Adjustments for non-cash items

           

Depreciation, depletion and amortization

    291,492       —        76,656       567,728       748,870  

Accretion expense on abandonment liability

    122,321       —        13,168       86,609       92,793  

Amortization of debt issuance costs

    9,529       —        —        —        —   

Loss on commodity derivatives

    127,921       —        —        —        —   

(Gain)/loss on sale of assets

    (13,278     —        —        (1,036     171  

Deferred income tax charges

    (1,152     —        446       9,089       (3,189

Cash payments on derivative settlements, net

    (18,666     —        —        —        —   

Dismantlement, restoration and abandonment expenditures

    (64,431     —        (13,598     (112,665     (93,749

Change in fair value of contingent consideration

    1,518       —        —        —        —   

Dividends from equity income

    2,287       —        (501     5,483       (1,249

Changes in operating working capital

           

Accounts receivable - due from related parties

    116,679       —        24,422       (5,221     (49,872

Accounts receivable

    (140,952     —        (14,882     (8,738     —   

Inventories

    (602     —        (712     215       1,488  

Accounts payable and accrued liabilities

    58,436       —        (81,254     78,363       21,670  

Taxes payable

    5,162       —        (5,048     3,880       (1,008

Other accrued liabilities

    (71,979     —        9,589       4,042       (46,056

All other items, net

    50,393       —        65,025       (84,506     54,410  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Cash Provided/(Used) by Operating Activities

    679,393       —        (27,935     1,484,711       1,047,365  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Cash Flows From Investing Activities

           

Additions to property, plant and equipment

    (215,060     —        (38,620     (263,877     (107,757

Proceeds from sale of assets

    8,434       —        256       52,321       3,839  

Investment in equity companies

    —        —        —        (1,143     (1,589

Deposits paid to Sellers

    —        (169,000     —        —        —   

Business Combination, net

    (1,791,133     —        —        —        —   

Payments of acquisition related contingent consideration

    (8,933     —        —        —        —   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Cash Used in Investing Activities

    (2,006,691     (169,000     (38,364     (212,699     (105,507
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of these statements.

 

F-7


Green Gate Resources Parent, LLC

Consolidated and Combined Statements of Cash Flows

 

(in thousands of dollars)

 

     Successor      Predecessor  
   Year
Ended
December 31,
    122-days
Ended
December 31,
     58-days
Ended
February 27,
    Years Ended
December 31,
 
   2023     2022      2023     2022     2021  

Cash Flows From Financing Activities

         

Distributions to Aera Member Companies:

         

Regular Distribution

   $ (50,000)     $ —       $ —      $ (1,250,000   $ (900,000

Tax based

     (85,290     —         —        —        —   

Contributions from Aera Member Companies

     616,000       169,000        —        —        —   

Debt issuance costs

     (48,110     —         —        —        —   

Finance lease obligations - reduction

     (1,422     —         —        (1,365     (1,099

Proceeds from Term Loan

     600,000       —         —        —        —   

Repayments of Term Loan

     (50,000     —         —        —        —   

Proceeds from RBL Facility

     445,000       —         —        —        —   

Repayments of RBL Facility

     (45,000     —         —        —        —   

Payments of acquisition related contingent consideration

     (8,665              —   
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Net Cash (Used)/Provided in Financing Activities

     1,372,513       169,000        —        (1,251,365     (901,099
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Net Increase/(decrease) in Cash and Restricted Cash

     45,216       —         (66,299     20,647       40,759  

Cash and Restricted Cash

         

Beginning of the period

     —        —         343,681       323,034       282,275  
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

End of the period

   $ 45,216     $ —       $ 277,382     $ 343,681     $ 323,034  
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 
             
 

Supplemental Disclosure of Cash Flow Information

             

Cash paid for income taxes

   $ 197     $ —       $ —      $ 1,421     $ 1  

Interest paid, net of amount capitalized, included in cash flows from operating activities

     89,161       —         —        —        —   

Capitalized interest paid, included in cash flows from investing activities

     6,646       —         —        —        —   

Supplemental Disclosure of Non-cash Investing and Financing

             

Accrued capital expenditures

     9,106       —         14,764       17,277       9,488  

Changes in asset retirement obligations

     (36,590     —         —        (78,247     (94,188

Right of use assets obtained in exchange for operating lease liabilities

     5,367       —         1,035       6,197       5,951  

Right of use assets obtained in exchange for finance lease liabilities

     397       —         182       98       338  

The accompanying notes are an integral part of these statements.

 

F-8


Green Gate Resources Parent, LLC

Notes to Consolidated and Combined Financial Statements

 

 

1.

Nature of Operations

Green Gate Resources Parent, LLC (“GGRP”) is the sole member of Green Gate Resources Holdings LLC (“GGRH”) and is held 49% by CPPIB Vedder US Holdings LLC, an affiliate of Canada Pension Plan Investment Board and 51% by Green Gate COI LLC which is held 18.75% by OCM Aera E Holdings, LLC (“OCM AE”) and 81.25% by Green Gate ICOI LLC (“GG ICOI”). OCM AE is an affiliate of Oaktree Capital Group Holdings and Green Gate ICOI is an affiliate of IKAV SICAV – FIS SCA – IEII. The ownership group of GGRP will collectively be referred to as the “Member Companies”. The Member Companies respective shares in each item of income, gain, loss and deduction is in accordance with their respective sharing ratios. GGRH is the sole member of each of Green Gate Resources E LLC (“GGRE”) and Green Gate Resources S LLC (“GGRS”). GGRE and GGRS hold Green Gate Intermediate LLC (“GGI”) by 48.2% and 51.8%, respectively.

On February 28, 2023, GGRH acquired (the “Acquisition”) Aera Energy LLC and Aera Energy Services Company (collectively, “Aera Companies”). After the Acquisition, Aera Companies’ sole member company is GGI.

Aera Energy LLC, a California limited liability company (“Aera LLC”), is primarily engaged in the exploration, development, and production of crude oil, condensate, natural gas, and natural gas liquids in California. Prior to the Acquisition, Aera LLC’s member companies were Shell Onshore Ventures Inc. (“SOVI”) and Mobil California Exploration & Producing Asset Company (“MCEPAC”). SOVI is an affiliate of Shell plc and MCEPAC is an affiliate of ExxonMobil Corporation (collectively the “Prior Member Companies”). The Prior Member Companies’ respective sharing ratios were: SOVI – 51.8% and MCEPAC – 48.2%.

Aera Energy Services Company (“Aera Services”), a Delaware corporation, was formed in May 1997 for the purpose of providing the human resource needs of Aera LLC. Prior to the Acquisition, SOVI and MCEPAC equally owned the voting shares of Aera Services.

In connection with the change of control, as a result of the Acquisition, Aera Companies assets and liabilities were adjusted to fair value on the closing date of the Acquisition. The consolidated financial statements distinguish between the predecessor periods (“Predecessor”) relating to the combined activity of the Aera Companies for periods prior to the Acquisition on February 28, 2023 and the successor period (“Successor”) relating to GGRH for periods subsequent to the incorporation of GGRH on August 31, 2022.

GGRH was reorganized in a common control transaction under GGRP on December 28, 2023 resulting in a change in reporting entity. As this was a reorganization under common control, the assets and liabilities were recognized on a carryover basis and therefore GGRP is also considered the Successor.

The Successor financial information includes the activity and accounts of GGRP, together with its consolidated subsidiaries (collectively, “GGRP Companies”), as of and for the year ended December 31, 2023, which includes the activity and accounts of Aera Companies, prospectively for the 307-day period following completion of the Acquisition, beginning on February 28, 2023. The accounts and operating activity for the Successor periods from August 31, 2022 to December 31, 2022 and from January 1, 2023 to February 28, 2023 consist solely of the activity of GGRH prior to the close of the Acquisition, which primarily related to a capital contribution made in order to finance the Acquisition.

The Predecessor financial information represents the historical basis of presentation for the Aera Companies for all periods prior to the Acquisition. As a result of the valuation of assets acquired and liabilities assumed at fair value at the time of the Acquisition, the financial statements for the Successor period are presented on a measurement basis different than the Predecessor period (Aera Companies’ historical cost) and are, therefore, not comparable.

 

F-9


Green Gate Resources Parent, LLC

Notes to Consolidated and Combined Financial Statements

 

 

2.

Summary of Significant Accounting Policies

The GGRP Companies have adopted accounting practices that are in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

Principles of Consolidation and Combination The accompanying consolidated and combined financial statements include the consolidated accounts of GGRP together with all its consolidated subsidiaries. Combined financial statements are provided herein due to common ownership, management, and the nature of Aera Services’ operations as they relate to Aera LLC. All significant inter-company and intracompany accounts and transactions have been eliminated.

Use of Estimates The preparation of financial statements in conformity with GAAP requires management of the GGRP Companies to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. These estimates and assumptions may differ from those of an individual Member Company. Actual results could differ from these estimates.

Subsequent Events – Subsequent events have been evaluated through April 16, 2024, which is the date these consolidated and combined financial statements were available to be issued. The detailed disclosure is included in Note 15, Subsequent Events.

Business Combinations – The GGRP Companies evaluates acquisitions of assets and other similar transactions to assess whether or not the transaction should be accounted for as a business combination or asset acquisition by first applying a screen to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If the screen is met, the transaction is accounted for as an asset acquisition. If the screen is not met, further determination is required as to whether or not the GGRP Companies have acquired inputs and processes that have the ability to create outputs, which would meet the requirements of a business. If determined to be a business combination, the GGRP Companies account for the transaction under the acquisition method of accounting in accordance with ASC 805, Business Combinations, which requires the acquiring entity in a business combination to recognize the fair value of all assets acquired, liabilities assumed, and any non-controlling interest in the acquiree and establishes the acquisition date as the fair value measurement point. Accordingly, the GGRP Companies recognize assets acquired and liabilities assumed in business combinations, including contingent assets and liabilities based on the fair value estimates as of the date of acquisition. In accordance with ASC 805, the GGRP Companies recognize and measures goodwill as of the acquisition date, as the excess of the fair value of the consideration paid over the fair value of the identified net assets acquired.

The consideration for the GGRP Companies’ business acquisitions may include future payments that are contingent upon the occurrence of a particular event or events. The obligations for such contingent consideration payments are recorded at fair value on the acquisition date. The contingent consideration obligations are then evaluated each reporting period. Changes in the fair value of contingent consideration, other than changes due to payments, are recognized as a gain or loss and recorded in the Consolidated and Combined Statement of Operations and Other Comprehensive Income in the amount of $5.9 million for the Successor year ended December 31, 2023.

If determined to be an asset acquisition, the GGRP Companies account for the transaction under ASC 805-50, which requires the acquiring entity in an asset acquisition to recognize assets acquired and liabilities assumed based on the cost to the acquiring entity on a relative fair value basis, which includes transaction costs in addition to consideration given. No gain or loss is recognized as of the date of acquisition unless the fair value of non-cash assets given as consideration differs from the assets’ carrying amounts on the acquiring entity’s books.

 

F-10


Green Gate Resources Parent, LLC

Notes to Consolidated and Combined Financial Statements

 

 

Consideration transferred that is non-cash will be measured based on either the cost (which shall be measured based on the fair value of the consideration given) or the fair value of the assets acquired and liabilities assumed, whichever is more reliably measurable. Goodwill is not recognized in an asset acquisition and any excess consideration transferred over the fair value of the net assets acquired is allocated to the identifiable assets based on relative fair values.

Contingent consideration payments in asset acquisitions are recognized when the contingency is resolved and the consideration is paid or becomes payable (unless the contingent consideration meets the definition of a derivative, in which case the amount becomes part of the basis in the asset acquired). Upon recognition of the contingent consideration payment, the amount is included in the cost of the acquired asset or group of assets.

Cash – Cash from time-to-time may exceed the amount of deposit insurance available and which are subject to an insignificant risk of changes in value or loss.

Restricted Cash – As of the Successor year ended December 31, 2023, cash included restricted cash of $15.8 million which represents funds held in escrow in connection with abandonment and remediation obligations as required under terms of the Newport Banning Ranch land sale.

Accounts Receivable – Accounts receivable are from both non-affiliates and affiliates for the Successor as of December 31, 2023 and primarily from affiliates of the Prior Member Companies for the Predecessor as of December 31, 2022. Accounts receivable are generally collected within 20 days after the end of the month. Aera LLC reviews all outstanding accounts receivable balances and records a reserve for amounts that are not expected to be fully recovered. As of the Successor year ended December 31, 2023 and the Predecessor combined year ended December 31, 2022, no expected credit losses were recorded.

Inventories Inventories of crude oil and condensate are carried at the lower of cost or market, on a last-in, first-out (“LIFO”) basis, and include certain costs directly related to the production process. Materials and supplies are carried at average cost and did not exceed replacement cost.

Equity Investments Aera LLC’s equity investments consist primarily of land development and cogeneration facility partnerships. Aera LLC accounts for its corporate joint ventures under the equity method of accounting in accordance with FASB ASC Topic 323 “Investments – Equity Method and Joint Ventures”. Aera LLC applies the equity method of accounting to investments over which Aera LLC exercises significant influence but does not have control. Under the equity method of accounting, Aera LLC’s share of the investee’s earnings or losses are recognized in the Consolidated and Combined Statements of Operations and Other Comprehensive Income.

In December 2022, Aera LLC sold its’ ownership in the Newport Banning Ranch land asset. As a result, Newport Banning Ranch Limited Liability Company (“NBR LLC”), wrote off its’ assets associated with the development of that land and investment in the equity company. Aera LLC recognized a net gain of $1.1 million for the year 2022, which was comprised of $45.8 million of proceeds less the land value of $19.5 million and investment of $12.4 million at the time of sale, and the associated asset retirement obligation of $12.6 million. As the part of the Purchase Sale Agreement, Aera LLC maintained the remediation obligation. In September 2023, Aera LLC purchased the partnership interest from Cherokee Newport Beach, LLC representing an additional interest including an additional $7.9 million in an escrow account related to the land sale. Because Aera LLC now owns 99% of the remaining remediation obligation and related $15.8 million escrow account, NBR LLC is now consolidated and not accounted for as an equity investment.

For the Successor year ended December 31, 2023 and the Predecessor combined year ended December 31, 2022, $1.8 million and $5.5 million of dividends in excess of equity income were received relating to equity investments, respectively.

 

F-11


Green Gate Resources Parent, LLC

Notes to Consolidated and Combined Financial Statements

 

 

Revenue Recognition – Revenues associated with the sales of crude oil, natural gas, and other products are recognized at a point in time when Aera LLC’s performance obligation under these contracts is satisfied, which generally occurs when control of oil and natural gas transfers to the customer and collection of the consideration is considered probable.

Concentration of Customers – Aera LLC sells crude oil, natural gas and NGLs to marketers, refineries and other customers that have access to transportation and storage facilities. Considering the ongoing energy deficit in California and strong demand for in-state crude oil production, we do not believe that the loss of any single customer would have a material adverse effect on our consolidated and combined financial statements taken as a whole. If multiple significant customers were to discontinue purchasing our production abruptly, we believe we would have the resources needed to access alternative customers or markets and avoid or materially mitigate associated sales disruptions.

For the Successor year ended December 31, 2023, two customers each accounted for at least 10%, and collectively 96% of our sales (before the effects of hedging). For the Predecessor combined 58-day period ended February 27, 2023, year ended December 31, 2022, and year ended December 31, 2021 all sales were to related parties and our Prior Member Companies accounted for 100% of our sales. We continue to sell crude oil and natural gas to affiliates of our Prior Member Companies. The detailed disclosure is included in Note 7, Transactions with Related Parties.

Exploration and Development The “successful efforts” method of accounting is used for crude oil and natural gas exploration, development, production, and acquisition activities.

Property Acquisition Costs Costs of acquiring proved reserves including lease bonus, brokerage, and other fees are capitalized. The costs of non-producing properties that become productive are transferred to a producing property account.

Exploratory Costs Costs of exploratory wells are initially capitalized but, should efforts be determined to be unsuccessful, they are then charged against income. All other exploratory costs are charged to expense as incurred.

Development Costs Costs of development wells, including dry holes, well equipment, and attendant production facilities are capitalized.

Depreciation, Depletion, and Amortization Depreciation, depletion, and amortization of the capitalized cost of producing properties, both tangible and intangible, are provided on a unit of production basis. On a field basis, proved developed oil and natural gas reserve volumes are used for depreciating drilling and development costs, and total proved oil and natural gas reserve volumes are used for depleting producing leasehold costs. Amortization of non-producing leasehold costs from the date of acquisition is based primarily upon experience in establishing rates to fully amortize the cost of those leases that may be unproductive over the holding period. Estimated dismantlement, restoration, abandonment costs, and residual salvage values are considered in determining amortization and depreciation rates.

Other plant and equipment and management information systems are depreciated on a straight-line basis over their estimated useful lives. Gains or losses are not recognized for normal retirements of plant and equipment subject to the composite or group method. Gains or losses from abnormal retirements or sales are recognized in current income. Expenditures for maintenance and repairs are expensed as incurred.

 

F-12


Green Gate Resources Parent, LLC

Notes to Consolidated and Combined Financial Statements

 

 

Impairment – Aera LLC evaluates proved and unproved properties for indicators of impairment. Proved and unproved properties are evaluated for indicators of impairment when facts and circumstances indicate that their carrying value may not be recoverable, or at least annually. If a triggering event is deemed to have occurred, an impairment assessment is undertaken. In general, the Aera LLC does not view temporarily low prices or margins an indication of impairment. Management believes that prices over the long term must be sufficient to generate investments in energy supply to meet global demand. Although prices will occasionally drop significantly, industry prices over the long term will continue to be driven by market supply and demand fundamentals. Because the lifespan of most of the Aera LLC major assets are measure in decades, the future cash flows of these assets are predominantly based on long-term oil and natural gas commodity prices and industry margins, development costs, and production costs. Aera LLCs assesses impairment of proved oil and natural gas properties by comparing net capitalized costs, on a field-by-field basis, to estimated undiscounted future net cash flows using management’s expectations of future oil and natural gas prices. If an impairment is indicated, a charge is recognized in the period in which the impairment occurred based on estimated fair value, which considers estimated future discounted cash flows. Unproved properties are assessed for impairment at least annually on a property-by-property basis and any impairment is charged to income. If the unproved properties are determined to be productive, the related costs are transferred to a producing property account.

Asset Retirement Obligations – Aera LLC incurs retirement obligations related to its exploration and production assets. The fair values of these obligations are recorded as liabilities on a discounted basis adjusted annually. Due to the large number of wells being placed in and removed from service, the fair value of the obligations is reviewed and updated annually, based on the most current information available. The costs associated with these liabilities are capitalized as part of the related assets and depreciated as the reserves are produced. Over time, the liabilities are accreted for the change in present value, based on Aera LLC’s risk-adjusted discount rate. Liabilities for environmental costs are recorded when the costs are considered probable and can be reasonably estimated. Specified environmental liabilities are retained by the Prior Member Companies specified in terms and conditions of the preceding Aera Master Agreement.

Capitalized Interest Interest from external borrowings is capitalized on capital projects using the weighted average borrowing rate of outstanding borrowings until the project is substantially complete and ready for its intended use. Capitalized interest is determined by multiplying our weighted average borrowing cost on debt by the average amount of qualifying costs incurred. Capitalized interest is depreciated in the same manner as the depreciation of the underlying assets.

Income Taxes Income taxes relate only to GGRP Companies’ incorporated subsidiaries and Aera Services. Aera LLC does not report income taxes since the income or loss before income taxes is allocated to the Member Companies for inclusion in their respective income tax returns. Deferred income taxes reflect the impact of temporary differences between the amount of assets and liabilities recognized for financial reporting purposes and such amounts recognized for tax purposes.

Other Assets, Net Other assets, net is comprised primarily of prepaid pension assets and Greenhouse Gas Cap-and-Trade Program Compliance Instruments. Aera LLC’s operating facilities subject to California’s Cap-and-Trade Program must obtain compliance instruments (allowances) for ultimate surrender to meet program compliance obligations. Aera LLC manages its holding of compliance instruments as part of its annual business planning activities and adjusts throughout the year.

Other Long Term Liabilities Other long term liabilities are comprised primarily of the post-retirement plan benefit obligation, derivative liabilities, and lease liabilities.

Leases – Aera LLC accounts for leases according to Leases (Topic 842). The detailed disclosure is included in Note 10, Leases and Other Commitments.

 

F-13


Green Gate Resources Parent, LLC

Notes to Consolidated and Combined Financial Statements

 

 

Fair Value of Financial Instruments – Financial instruments consist of cash, crude oil and natural gas receivables, joint interest billing (“JIB”) receivables, accounts payable, debt and derivatives. The carrying amounts of cash, crude oil and natural gas receivables, JIB receivables, and accounts payable approximate fair value due to the highly liquid nature of these short-term instruments. The detailed disclosure is included in Note 11, Fair Value of Financial Instruments).

Derivative Instruments – Aera LLC utilizes derivative instruments, primarily swaps, to manage its exposure to fluctuations in the underlying commodity prices of crude oil sold and natural gas purchased by Aera LLC. Aera LLC nets derivative assets and liabilities for counter parties where it has a legal right to offset. The derivative transactions are not designated as cash flow hedges. Accordingly, these derivative contracts are marked-to-market and any changes in the estimated value of derivative contracts held at the balance sheet date are recognized in the Consolidated and Combined Statements of Operations and Other Comprehensive Income as net gains or losses on commodity derivatives. Unless otherwise indicated, we use the term “hedge” to describe derivatives instruments that are designed to achieve our hedging program goals, even though they are not accounted for as cash-flow or fair-value hedges. The detailed disclosure is included in Note 12, Derivatives.

Cash Distributions – Aera LLC periodically make cash distributions of excess earnings to the Member Companies as requested by the Member Companies.

Recently Adopted Accounting Standards – Effective January 1, 2023, the GGRP Companies adopted Accounting Standards Update (“ASU”) 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers on a prospective basis. Under this ASU, contract assets and contract liabilities acquired in a business combination are measured in accordance with ASC 606, Revenue from Contracts with Customers instead of at fair value. The GGRP Companies’ application of this ASU for the measurement of contract assets and contract liabilities did not have a material impact on the GGRP Companies’ financial position and results of operations.

The GGRP Companies adopted ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASC 326”) on current expected credit losses on January 1, 2023. The new rules changed the measurement of credit losses for financial assets and certain other instruments, including trade and other receivables with a right to receive cash, and require the use of a new forward-looking expected loss model that results in the earlier recognition of an allowance for losses. The adoption of these new rules did not have a significant impact on our consolidated and combined financial statements.

Recently Issued but not Adopted Accounting Standards – In December 2023, the Financial Accounting Standard Board (FASB) issued new disclosure requirements for Income Taxes (ASC 740). The rule is effective for annual periods beginning after December 15, 2024, but early adoption is permitted. We do not expect the adoption of these rules to have a significant impact on our consolidated and combined financial statements.

Reclassifications – Certain items in the 2022 and 2021 financial statements have been reclassified for comparability purposes with the 2023 financial statements. These reclassifications had no effect on previously reported net income or equity.

 

3.

Significant Transactions

Purchase of Aera Companies

On February 28, 2023, GGRH acquired 100% of the issued and outstanding membership interests of Aera LLC, and 100% of the issued and outstanding membership interests of Aera Energy Services. The Acquisition allows GGRH to assist the Aera Companies with energy transition efforts while balancing the need to continue meeting California’s conventional energy demands by investing in a renewable energy portfolio that will power Aera Companies’ existing operations. Over time, renewable power will be deployed across Aera Companies’ land holdings, while selected legacy oil and gas infrastructure will be repurposed to create carbon capture and storage capability. The Acquisition was accounted for as a business combination. There was no goodwill, measured as the excess of the fair value of the consideration paid over the fair value of the identified net assets, resulting from the Acquisition.

 

F-14


Green Gate Resources Parent, LLC

Notes to Consolidated and Combined Financial Statements

 

 

The following table summarizes the consideration paid for the Aera Companies:

 

Consideration

 

(in thousands of dollars)

  

Cash

   $ 1,280,000  

Contingent Consideration

     45,187  

Deferred Payments and Price Adjustments not paid at close

     1,009,943  
  

 

 

 

Fair value of total consideration transferred

   $ 2,335,130  
  

 

 

 

The contingent consideration arrangement requires the GGRP Companies to make a series of payments to the Prior Member Companies based on separate calculations for hedged and unhedged oil volumes. The hedged contingent consideration payments are calculated as 70% of the difference between hedged price, adjusted for the delta in local market pricing and brent index price, and the reference brent price, multiplied by the reference hedged oil volumes. The unhedged contingent consideration payments are calculated as 35% of the difference between actual brent index price, adjusted for the delta in local market pricing and brent index price, and the reference brent price, multiplied by the volume of unhedged oil. Unhedged oil is calculated as the lesser of actual produced oil volume or the reference production floor volume, minus reference hedged oil volumes. Reference prices and volumes set per the purchase agreements. All contingent consideration payments were measured at fair value at the Acquisition date based on the ICE brent price futures. As of the Acquisition date, the potential undiscounted amount of all future payments that GGRH could be required to make under the contingent consideration arrangement is between $44.5 million and $55.4 million.

During the period ended December 31, 2023, GGRH paid $17.6 million to settle contingent consideration as it came due under the terms of the membership purchase agreements.

For the period ended December 31, 2023, the loss recognized for changes in the fair value of contingent consideration arrangement in the amount of $1.5 million is included in Other Non-Operating Expense in the Consolidated and Combined Statement of Operations and Other Comprehensive Income.

As of December 31, 2023, the range of outcomes that GGRH could be required to make under the contingent consideration arrangement is between $24.6 million and $30.6 million. The assumptions used to develop the estimates have not changed. Contingent consideration is split between Accrued Liabilities and Other Long-term Liabilities in the Balance Sheet. See note 11 for details.

Fair Value of total consideration transferred

Acquisition-related costs of $43.9 million were included in Other Operating Expenses in the Consolidated and Combined Statement of Operations and Other Comprehensive Income for the Successor year ended December 31, 2023.

 

F-15


Green Gate Resources Parent, LLC

Notes to Consolidated and Combined Financial Statements

 

 

Recognized amounts of identifiable assets acquired and liabilities assumed

  

(in thousands of dollars

  

Purchase Price Allocation:

  

Current Assets

   $ 491,035  

Equity investments

     34,023  

Property, plant and equipment, at cost, less accumulated depreciation, depletion and amortization

     3,049,853  

Deferred income tax asset

     23,943  

Other assets, net

     141,162  

Current Liabilities

     (186,972

Accrued restoration, removal and environmental costs

     (1,083,279

Other long term liabilities

     (128,287

Deferred income tax liability

     (6,348
  

 

 

 

Net assets acquired

   $ 2,335,130  
  

 

 

 

 

4.

Revenue

Aera LLC and its subsidiaries sell crude oil, natural gas, natural gas liquids and other products under long-term agreements, with periodic price adjustments to reflect market conditions. Revenue is recognized upon transfer of control, based on the terms of delivery and collectability of the consideration is considered probable. Production is priced on the average monthly prevailing index prices less certain deductions related to quality and physical location. Payment for revenue transactions is typically due within 20 days.

Revenue is recognized at the point in time when Aera LLC’s performance obligation under these contracts is satisfied, which generally occurs when control of crude oil and natural gas transfers to the customer and collection of the consideration is considered probable. In accordance with Revenue from Contracts with Customers (Topic 606), Aera LLC considers the indicators of the transfer of control to determine the point in time. Aera LLC does not believe that significant judgements are required with respect to the determination of transfer of control or transaction price. Aera LLC’s performance obligations arise upon the production of produced crude oil, natural gas, and natural gas liquids from wells in which the Company has an ownership interest. Disaggregated revenue sales of crude oil, natural gas and natural gas liquids (NGLs) to customers includes the following:

 

Crude oil, natural gas and NGL sales

       
(in thousands of dollars)    Successor      Predecessor  
   Year
Ended
December 31,
    122-days
Ended
December 31,
     58-days
Ended
February 27,
    Years Ended
December 31,
 
   2023     2022      2023     2022     2021  

Crude oil

   $ 1,759,631     $ —       $ 5,168     $ 40,708     $ 30,484  

Natural gas

     (1,195     —         (1,452     (3,128     (2,192

NGLs

     4,284       —         1,904       10,202       9,419  
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Crude oil, natural gas and NGL sales

   $ 1,762,721     $ —       $ 5,621     $ 47,782     $ 37,711  
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

 

F-16


Green Gate Resources Parent, LLC

Notes to Consolidated and Combined Financial Statements

 

 

Crude oil, natural gas and NGL sales
to related parties

       
(in thousands of dollars)    Successor      Predecessor  
   Year
Ended
December 31,
     122-days
Ended
December 31,
     58-days
Ended
February 27,
     Years Ended
December 31,
 
   2023      2022      2023      2022      2021  

Crude oil

   $ —       $ —       $ 341,218      $ 2,755,581      $ 2,084,423  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Crude oil, natural gas and NGL sales to related parties

   $ —       $ —       $ 341,218      $ 2,755,581      $ 2,084,423  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

For the Successor year ended December 31, 2023, the Predecessor combined 58-day period ended February 27, 2023, year ended December 31, 2022 and year ended December 31, 2021, “Crude oil, natural gas and NGL sales” primarily arise from contracts with customers. For the Successor year ended December 31, 2023, “Accounts receivable – Trade” and “Accounts receivable – Other” are primarily from customers.

For the Predecessor combined 58-day period ended February 27, 2023, year ended December 31, 2022 and year ended December 31, 2021, “Crude oil, natural gas and NGL sales to related parties” primarily arise from contracts with related parties. For the Predecessor combined year ended December 31, 2022, “Accounts receivable – Due from related parties” are primarily from related parties (see further discussion in Note 7, Transactions with Related Parties).

 

5.

Inventories

Crude oil and condensate inventories are carried on a LIFO basis. Replacement cost exceeded LIFO by $1.5 million and $3.2 million at the Successor year ended December 31, 2023 and the Predecessor combined year ended December 31, 2022, respectively.

 

6.

Property, Plant, and Equipment and Asset Retirement Obligations

Property, plant, and equipment consist of the following:

(in thousands of dollars)

     Successor      Predecessor  
   2023      2022  
   Cost      Reserve*      Net      Cost      Reserve*      Net  

Exploration and production

   $ 12,549,918      $ 9,648,112      $ 2,901,806      $ 13,926,839      $ 9,439,064      $ 4,487,775  

Land held for development

     21,552        —         21,552        20,329        —         20,329  

Other

     1,634        1,422        211        1,633        1,422        211  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
   $ 12,573,104      $ 9,649,534      $ 2,923,569      $ 13,948,801      $ 9,440,486      $ 4,508,315  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

*

Accumulated depreciation, depletion, amortization, retirements and impairments

Exploration and production costs of $417.3 million, $380.3 million, and $355.0 million consisting primarily of assets under construction and land were not subject to depletion for the Successor year ended December 31, 2023 and the Predecessor combined 58-day period ended February 27, 2023 and year ended December 31, 2022, respectively.

 

F-17


Green Gate Resources Parent, LLC

Notes to Consolidated and Combined Financial Statements

 

 

Amounts capitalized related to information systems are amortized on a straight-line basis over a period of three to fourteen years. Aera LLC amortized $10.8 million, $2.3 million, $10.9 million and $9.1 million in software costs for the Successor year ended December 31, 2023 and the Predecessor combined 58-day period ended February 27, 2023 and years ended December 31, 2022 and 2021, respectively. These amounts are recorded in the table above in Exploration and Production.

The analysis for impairments of long-lived assets is conducted under the authoritative guidance on accounting for the impairment or disposal of long-lived assets. For the Successor consolidated year ended December 31, 2023 and the Predecessor combined year ended December 31, 2021, Aera LLC did not incur an impairment loss. For the Predecessor combined year ended December 31, 2022, $0.1 million of impairment losses were incurred.

Under the authoritative guidance for asset retirement obligations (“AROs”), the fair values of AROs are recorded as liabilities on a discounted basis when they are incurred, which is typically at the time the assets are installed. Amounts recorded for the related assets will be increased by the amount of these obligations. In the estimation of fair value, Aera LLC uses assumptions and judgments regarding such factors as the existence of a legal obligation for an asset retirement obligation, technical assessments of the assets, estimated amounts and timing of settlements, discount rates, and inflation rates. AROs incurred in the current period were Level 3 (unobservable inputs) fair value measurements. Over time, the liabilities are accreted for the change in their present value and the initial capitalized costs are depreciated as the reserves are produced.

The below table summarizes the ARO activity for the Successor year ended December 31, 2023, and the Predecessor combined 58-day period ended February 27, 2023 and year ended December 31, 2022:

 

(in thousands of dollars)    Successor  
     December 31,
2023
 

Balance at February 28, 2023

   $ 1,083,285  

Accretion expense on abandonment liability

     122,321  

Dismantlement, restoration and abandonment expenditures

     (64,431

Liabilities incurred

     238  

Revisions in estimated cash flows

     (36,828
  

 

 

 

Balance at December 31

     1,104,585  

Less: current portion

     (82,320
  

 

 

 

Long-term obligations

   $ 1,022,265  
  

 

 

 

 

(in thousands of dollars)    Predecessor  
     February 27,
2023
     December 31,
2022
 

Balance at January 1

   $ 1,228,145      $ 1,332,448  

Accretion expense on abandonment liability

     13,168        86,609  

Dismantlement, restoration and abandonment expenditures

     (13,598      (112,665

Liabilities incurred

     —         609  

Revisions in estimated cash flows

     —         (78,856
  

 

 

    

 

 

 

Balance at December 31

     1,227,715        1,228,145  

Less: current portion

     (133,685      (149,374
  

 

 

    

 

 

 

Long-term obligations

   $ 1,094,030      $ 1,078,771  
  

 

 

    

 

 

 

 

F-18


Green Gate Resources Parent, LLC

Notes to Consolidated and Combined Financial Statements

 

 

7.

Transactions with Related Parties

Prior to the sale of the Aera Companies on February 28, 2023, Shell Treasury Center (West) Inc. (“STCW”) and Exxon Overseas Corporation (“EOC”), affiliates of the Prior Member Companies, provided cash management services to Aera LLC and Aera Services. Prior to February 28, 2023, excess cash was held by STCW and EOC, proportionally, based on the respective sharing ratios of the Prior Member Companies. There were no restrictions on access to cash held by STCW and EOC. STCW and EOC paid interest on the cash they held based on a defined market index rate. For the Predecessor combined 58-day period ended February 27, 2023 and year ended December 31, 2022, the Aera Companies earned approximately $2.2 million and $6.8 million in interest income attributable to the cash management agreement. For the Predecessor combined year ended December 31, 2021, no interest income was earned. The cash balance held by STCW and EOC, including interest, was $350.8 million as of the Predecessor combined year ended December 31, 2022. After the sale, the cash on deposit within accounts managed by STCW and EOC including accumulated interest, totaling $231.7 million was transferred to accounts managed by Aera LLC on March 1, 2023 and February 28, 2023, respectively.

Aera LLC purchases natural gas from Shell Energy North America, an affiliate of the Prior Member Companies. Aera LLC did not pay any natural gas purchases for the Predecessor combined 58-day period ended February 27, 2023 and paid approximately $86.2 million and $81.6 million for the Predecessor combined year ended December 31, 2022 and year ended December 31, 2021. After the sale, Aera LLC continues to purchase natural gas from Shell Energy North America as a non-related party. Aera LLC did not have any related party payable balances with Shell Energy North America for the Successor year ended December 31, 2023 or the Predecessor combined year ended December 31, 2022.

Aera LLC sells natural gas to Mobil Pacific Pipeline Company (“MPPCO”), which is an affiliate of the Prior Member Companies. Aera LLC earned approximately $ 0.17 million, $0.27 million and $0.22 million for natural gas sales for the Predecessor combined 58-day period ended February 28, 2023, year ended December 31, 2022 and year ended December 31, 2021, respectively. After the sale, Aera LLC no longer sells natural gas to MPPCO. Aera LLC did not have any related party receivable balance from MPPCO for the Successor consolidated period ended December 31, 2023 or the Predecessor combined year ended December 31, 2022.

Aera LLC sold 100% of its operated crude oil and condensate production for the Predecessor combined 58-day period ended February 27, 2023, year ended December 31, 2022 and year ended December 31, 2021, to affiliates of the Prior Member Companies, Shell Trading (US) Company and ExxonMobil Oil Corporation. The volume of crude oil and condensate sold is split in proportion to the respective sharing ratios that the Prior Member Companies held in Aera LLC. For the Predecessor combined 58-day period ended February 27, 2023, year ended December 31, 2022 and year ended December 31, 2021, Aera LLC realized approximately $341 million, $2,756 million and $2,084 million respectively, in gross crude and condensate sales to these related parties. Aera LLC’s related party receivable balance for crude and condensate sales was $190.1 million for the Predecessor combined year ended December 31, 2022. After the sale, Aera continues to sell a portion of its operated crude oil and condensate to Shell Trading (US) Company as a non-related party and no longer sells its operated crude oil and condensate to ExxonMobil Oil Corporation.

The Prior Member Companies and their affiliates provide various services to the Aera Companies. For the Predecessor combined 58-day period ended February 27, 2023, year ended December 31, 2022 and year ended December 31, 2021, the Aera Companies incurred approximately $1.0 million, $3.7 million and $4.4 million, respectively, for these services. After the sale, Shell performed various services for Aera LLC as a non-related party. Aera LLC did not have any related party payable balances with the Prior Member Companies for the Successor year ended December 31, 2023 and the Predecessor combined year ended December 31, 2022.

 

F-19


Green Gate Resources Parent, LLC

Notes to Consolidated and Combined Financial Statements

 

 

8.

Benefit Plans

Aera Services provides defined benefit pension plans and other post-retirement benefit plans for employees. The benefit obligations and plan assets associated with these plans are measured at December 31.

Obligations and Funded Status

Weighted-average assumptions used to determine benefit obligations are as follows:

 

    Successor     Predecessor  
  Year Ended
December 31, 2023
    122-days Ended
December 31, 2022
    58-days Ended
February 27, 2023
    Year Ended
December 31, 2022
    Year Ended
December 31, 2021
 
    Pension
Benefits
    Other
Postretirement
Benefits
    Pension
Benefits
    Other
Postretirement
Benefits
    Pension
Benefits
    Other
Postretirement
Benefits
    Pension
Benefits
    Other
Postretirement
Benefits
    Pension
Benefits
    Other
Postretirement
Benefits
 

Discount rate

    5.01     4.99     —        —        5.01     4.99     5.21     5.19     2.77     2.68

Long term rate of compensation increase

    5.00     —        —        —        5.00     —        4.00     —        4.00     —   

The changes in benefit obligation are as follows:

 

(in thousands of dollars)   Successor     Predecessor  
    Year Ended
December 31, 2023
    122-days Ended
December 31, 2022
    58-days Ended
February 27, 2023
    Year Ended
December 31, 2022
    Year Ended
December 31, 2021
 
    Pension
Benefits
    Other
Postretirement
Benefits
    Pension
Benefits
    Other
Postretirement
Benefits
    Pension
Benefits
    Other
Postretirement
Benefits
    Pension
Benefits
    Other
Postretirement
Benefits
    Pension
Benefits
    Other
Postretirement
Benefits
 

Benefit obligation-beginning balance

  $ 264,910     $ 69,007     $ —      $ —      $ 265,209     $ 69,384     $ 336,814     $ 89,173     $ 336,814     $ 89,173  

Service cost

    8,667       2,148       —        —        1,733       430       15,193       4,308       15,193       4,308  

Interest cost

    11,048       2,952       —        —        2,210       590       9,077       2,348       9,077       2,348  

Benefits paid*

    (30,996     (4,530     —        —        (6,199     (906     (22,921     (3,687     (22,921     (3,687

Actuarial loss/(gain)

    9,787       (2,455     —        —        1,957       (491     (72,954     (22,758     (72,954     (22,758
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Benefit obligation-ending balance

  $ 263,416     $ 67,122     $ —      $ —      $ 264,910     $ 69,007     $ 265,209     $ 69,384     $ 265,209     $ 69,384  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Accumulated benefit obligation at end of period

  $ 263,416       —        —        —      $ 264,910       —      $ 265,209       —      $ 336,814       —   

 

*

Benefit payments for funded and unfunded plans.

The changes in plan assets are as follows:

 

(in thousands of dollars)   Successor     Predecessor  
    Year Ended
December 31, 2023
    122-days Ended
December 31, 2022
    58-days Ended
February 27, 2023
    Year Ended
December 31, 2022
    Year Ended
December 31, 2021
 
    Pension
Benefits
    Other
Postretirement
Benefits
    Pension
Benefits
    Other
Postretirement
Benefits
    Pension
Benefits
    Other
Postretirement
Benefits
    Pension
Benefits
    Other
Postretirement
Benefits
    Pension
Benefits
    Other
Postretirement
Benefits
 

Fair value at beginning of period

  $ 315,277     $ 48,511     $ —      $ —      $ 315,445     $ 47,978     $ 348,369     $ 58,172     $ 335,162     $ 54,824  

Actual return on plan assets

    28,500       4,407       —        —        5,700       881       (52,028     (8,548     27,413       4,950  

Company contribution

    1,655       1,043       —        —        331       209       42,025       395       9,729       426  

Benefits paid

    (30,996     (2,787     —        —        (6,199     (557     (22,921     (2,041     (23,935     (2,028
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Fair value at end of period

  $ 314,436     $ 51,174     $ —      $ —      $ 315,277     $ 48,511     $ 315,445     $ 47,978     $ 348,369     $ 58,172  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

F-20


Green Gate Resources Parent, LLC

Notes to Consolidated and Combined Financial Statements

 

 

A summary of pension plans with an accumulated benefit obligation and projected benefit obligation in excess of plan assets is shown in the table below:

 

(in thousands of dollars)   Successor     Predecessor  
  Year Ended
December 31,
2023
    122-days Ended
December 31,
2022
    58-days Ended
February 27,
2023
    Year Ended
December 31,
2022
    Year Ended
December 31,
2021
 

For funded pension plans with an accumulated benefit obligation in excess of plan assets:

           

Accumulated benefit obligation

  $ 263,416     $ —      $ 264,910     $ 265,209     $ 336,814  

Fair value of plan assets

    314,436       —        315,277       315,445       348,369  

For funded pension plans with a projected benefit obligation in excess of plan assets:

           

Accumulated benefit obligation

  $ 263,416     $ —      $ 264,910     $ 265,209     $ 336,814  

Fair value of plan assets

    314,436       —        315,277       315,445       348,369  

For unfunded pension plans:

           

Accumulated benefit obligation

  $ 67,122     $ —      $ 69,007     $ 69,384     $ 89,173  

Fair value of plan assets

    51,174       —        48,511       47,978       58,172  

The assumed health care cost trend rates are as follows:

 

    Successor     Predecessor  
    Year Ended
December 31, 2023
    122-days Ended
December 31, 2022
    58-days Ended
February 27, 2023
    Year Ended
December 31, 2022
    Year Ended
December 31, 2021
 
    Pre 65     Post 65     Pre 65     Post 65     Pre 65     Post 65     Pre 65     Post 65     Pre 65     Post 65  

Initial rate

    6.00     5.00     —        —        6.00     5.00     6.25     5.00     6.50     5.00

Ultimate rate

    4.50     —        —        —        4.50     —        4.50     —        4.50     —   

Year ultimate rate reached

    2030       —        —        —        2030       —        2030       —        2030       —   

A summary comparing the total plan assets to the total benefit obligation is shown in the table below:

 

(in thousands of dollars)   Successor     Predecessor  
    Year Ended
December 31, 2023
    122-days Ended
December 31, 2022
    58-days Ended
February 27, 2023
    Year Ended
December 31, 2022
    Year Ended
December 31, 2021
 
    Pension
Benefits
    Other
Postretirement
Benefits
    Pension
Benefits
    Other
Postretirement
Benefits
    Pension
Benefits
    Other
Postretirement
Benefits
    Pension
Benefits
    Other
Postretirement
Benefits
    Pension
Benefits
    Other
Postretirement
Benefits
 

Funded status (assets in excess of (less than) benefit obligation)*

                     

Balance at end of period

                     

Funded status

  $ 58,890     $ 8,379     $ —      $ —      $ 58,883     $ 1,397     $ 58,882     $ 4,208     $ 22,502     $ 3,805  

Unfunded status

    (7,870     (24,327     —        —        (8,517     (25,400     (8,646     (25,614     (10,947     (34,805
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $ 51,020     $ (15,948   $ —      $ —      $ 50,366     $ (24,003   $ 50,236     $ (21,406   $ 11,555     $ (31,000
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Amounts recorded in combined balance sheet

                     

Other assets, net

  $ 58,890     $ 8,379     $ —      $ —      $ 58,883     $ 1,397     $ 58,882     $ 4,208     $ 22,502     $ 3,805  

Accrued liabilities

    (793     (2,884     —        —        (852     (3,011     (1,041     (2,984     (1,161     (3,293

Other long term liabilities

    (7,077     (21,443   $ —      $ —        (7,665     (22,389     (7,605     (22,630     (9,786     (31,512
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $ 51,020     $ (15,948   $ —      $ —      $ 50,366     $ (24,003   $ 50,236     $ (21,406   $ 11,555     $ (31,000
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

F-21


Green Gate Resources Parent, LLC

Notes to Consolidated and Combined Financial Statements

 

 

Components of Net Periodic Benefit Cost

Weighted-average assumptions used to determine net periodic benefit cost:

 

    Successor     Predecessor  
    Year Ended
December 31, 2023
    122-days Ended
December 31, 2022
    58-days Ended
February 27, 2023
    Year Ended
December 31, 2022
    Year Ended
December 31, 2021
 
    Pension
Benefits
    Other
Postretirement
Benefits
    Pension
Benefits
    Other
Postretirement
Benefits
    Pension
Benefits
    Other
Postretirement
Benefits
    Pension
Benefits
    Other
Postretirement
Benefits
    Pension
Benefits
    Other
Postretirement
Benefits
 

Discount rate

    5.21     5.20     —        —        5.21     5.20     2.77     2.69     2.42     2.24

Long term rate of return on funded assets

    6.50     —        —        —        6.50     —        6.50     —        6.50     —   

Long term rate of compensation increase

    5.00     —        —        —        5.00     —        4.00     —        4.00     —   

Aera Services establishes the long-term expected rate of return on plan assets by reviewing a long-term return assumption for each asset class and consideration of historical returns.

The components of net periodic benefit cost are as follows:

 

(in thousands of dollars)   Successor     Predecessor  
    Year Ended
December 31, 2023
    122-days Ended
December 31, 2022
    58-days Ended
February 27, 2023
    Year Ended
December 31, 2022
    Year Ended
December 31, 2021
 
    Pension
Benefits
    Other
Postretirement
Benefits
    Pension
Benefits
    Other
Postretirement
Benefits
    Pension
Benefits
    Other
Postretirement
Benefits
    Pension
Benefits
    Other
Postretirement
Benefits
    Pension
Benefits
    Other
Postretirement
Benefits
 

Service cost

  $ 8,667     $ 2,148     $ —      $ —      $ 1,733     $ 430     $ 15,193     $ 4,308     $ 17,737     $ 4,949  

Interest cost

    11,048       2,952       —        —        2,210       590       9,077       2,348       8,301       2,103  

Expected return on plan assets

    (16,588     (2,534     —        —        (3,318     (507     (22,110     (3,716     (21,288     (3,511

Amortization of prior service cost

    —        —        —        —        —        —        —        629       —        1,261  

Amortization of net actuarial loss/(gain)

    1,527       (154     —        —        305       (31     1,398       81       3,556       608  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net periodic benefit cost

  $ 4,653     $ 2,412     $ —      $ —      $ 931     $ 482     $ 3,558     $ 3,650     $ 8,306     $ 5,410  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The authoritative guidance for defined benefit pension and other postretirement benefits requires recognition of a net liability or asset to report the funded status of a defined benefit pension and other postretirement plans on the balance sheet and recognition (as a component of other comprehensive income) of changes in the funded status in the year in which the changes occur.

For Successor year ended December 31, 2023, the Predecessor combined 58-day combined period ended February 27, 2023, and years ended December 31, 2022 and 2021 service cost of $10.8 million, $2.2 million, $19.5 million, and $22.7 million were recorded in Operating Expenses and non-service cost/(income) of $0.7 million, $0.2 million, ($12.1 million), and ($13.7 million) were recorded in Other Non-Operating Expenses/(Income), net. There were no service or non-service costs/(income) for the Successor year ended December 31, 2022.

 

F-22


Green Gate Resources Parent, LLC

Notes to Consolidated and Combined Financial Statements

 

 

Amounts recorded in Other Comprehensive Income (Loss) are as follows:

 

(in thousands of dollars)   Successor     Predecessor  
    Year Ended
December 31, 2023
    122-days Ended
December 31, 2022
    58-days Ended
February 27, 2023
    Year Ended
December 31, 2022
    Year Ended
December 31, 2021
 
    Pension
Benefits
    Other
Postretirement
Benefits
    Pension
Benefits
    Other
Postretirement
Benefits
    Pension
Benefits
    Other
Postretirement
Benefits
    Pension
Benefits
    Other
Postretirement
Benefits
    Pension
Benefits
    Other
Postretirement
Benefits
 

Amortization of prior service cost

  $ —      $ —      $ —      $ —      $ —      $ —      $ —        (629   $ —      $ (1,261

Amortization of actuarial (loss)/gain

    (1,527     154       —        —        (305     31       (1,398     (81     —     

Net actuarial loss/(gain) arising during the period

    (2,125     (4,328     —        —        (425     (866     964       (10,494     (3,556     (608

Net actuarial loss/(gain) due to settlement

    (4,468     —        —        —        (894     —        —        —        (20,695     (10,240
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total recorded in other comprehensive loss/ (gain), before tax

  $ (8,120   $ (4,173   $ —      $ —      $ (1,624   $ (835   $ (434   $ (11,204   $ (24,251   $ (12,109
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Amounts included in accumulated Other Comprehensive Income (Loss) that have not yet been recognized in net periodic benefit cost:

 

(in thousands of dollars)   Successor     Predecessor  
    Year Ended
December 31, 2023
    122-days Ended
December 31, 2022
    58-days Ended
February 27, 2023
    Year Ended
December 31, 2022
    Year Ended
December 31, 2021
 
    Pension
Benefits
    Other
Postretirement
Benefits
    Pension
Benefits
    Other
Postretirement
Benefits
    Pension
Benefits
    Other
Postretirement
Benefits
    Pension
Benefits
    Other
Postretirement
Benefits
    Pension
Benefits
    Other
Postretirement
Benefits
 

Prior service cost

  $ —      $ —      $ —      $ —      $ —      $ —      $ —      $ —        —      $ 629  

Net actuarial loss

    35,668       (9,771     —        —        7,134       (1,954     52,545       (6,718     52,979       3,858  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total recorded in accumulated other comprehensive loss, before tax

    35,668       (9,771     —        —        7,134       (1,954     52,545       (6,718     52,979       4,487  

Charge to income tax

    (9,982     2,734       —        —        (1,996     547       (14,704     1,880       (14,826     (1,256
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total recorded in accumulated other comprehensive loss, after tax

  $ 25,687     $ (7,037   $ —      $ —      $ 5,137     $ (1,407   $ 37,841     $ (4,838   $ 38,153     $ 3,231  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The estimated amounts to be amortized from accumulated Other Comprehensive Income (Loss) during 2024 are: 

 

(in thousands of dollars)    Successor  
     Pension
Benefits
     Other
Postretirement
Benefits
 
     2024      2024  

Prior service cost

   $ 953      $ (315

Net actuarial loss/(gain) Settlement

     28         

 

F-23


Green Gate Resources Parent, LLC

Notes to Consolidated and Combined Financial Statements

 

 

The tables below set forth by level, within the fair value hierarchy, Aera Services’ benefit plan assets at fair value as follows:

 

(in thousands of dollars)    Successor     Predecessor  
     Year Ended
December 31, 2023
     Year Ended
December 31, 2022
    Year Ended
December 31, 2022
 
     Pension Benefits  
     Level 1      Level 2      Total      Level 1      Level 2      Total     Level 1      Level 2      Total  

Asset category

                           

Domestic equity

   $ —       $ 73,438      $ 73,438      $ —       $ —         $—      $ —       $ 59,583      $ 59,583  

International equity

     —         41,426        41,426        —         —         —        —         46,026        46,026  

Domestic fixed income

     —         199,242        199,242        —         —         —        —         201,879        201,879  

Cash & cash equivalents

     330        —         330        —         —         —        7,957        —         7,957  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

Total plan assets

   $ 330      $ 314,106      $ 314,436      $ —       $ —         $—      $ 7,957      $ 307,488      $ 315,445  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

 

(in thousands of dollars)    Successor     Predecessor  
     Year Ended
December 31, 2023
     Year Ended
December 31, 2022
    Year Ended
December 31, 2022
 
     Other Postretirement
Benefits
 
     Level 1      Level 2      Total      Level 1      Level 2      Total     Level 1      Level 2      Total  

Asset category

                           

Domestic equity

   $ —       $ 11,952      $ 11,952      $ —       $ —         $—      $ —       $ 9,061      $ 9,061  

International equity

     —         6,742        6,742        —         —         —        —         7,000        7,000  

Domestic fixed income

     —         32,426        32,426        —         —         —        —         30,704        30,704  

Cash & cash equivalents

     54        —         54        —         —         —        1,213        —         1,213  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

Total plan assets

   $ 54      $ 51,120      $ 51,174      $ —       $ —         $—      $ 1,213      $ 46,765      $ 47,978  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

The weighted-average asset allocations are as follows:

 

Asset Allocation    Percentage of Plan Assets  
   Successor     Predecessor  
   Year Ended
December 31, 2023
    Year Ended
December 31, 2022
    Year Ended
December 31, 2022
 
   Pension
Benefits
    Other
Postretirement
Benefits
    Pension
Benefits
    Other
Postretirement
Benefits
    Pension
Benefits
    Other
Postretirement
Benefits
 

Equity securities

     37     33     0     0     33     36

Debt securities

     63     64     0     0     64     63

Cash

     0     3     0     0     3     1
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

     100     100     0     0     100     100
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The defined benefit pension plan long-term asset allocation is 37 percent equity and 63 percent fixed income with a target range of 50 – 70 percent for equity and 30 – 50 percent for fixed income, which includes cash. The Aera Services investment strategy for the defined benefit pension plan assets is designed to result in a diversified portfolio of equities and fixed income securities, to achieve an investment mix that will attain the highest total return consistent with a reasonable degree of risk.

 

F-24


Green Gate Resources Parent, LLC

Notes to Consolidated and Combined Financial Statements

 

 

Cash Flows

The funding policy for the other post-retirement benefit plans is to pay medical costs as they are due. Medical costs paid were $2.7 million, $0.6 million, $2.0 million, and $2.0 million during the Successor year ended December 31, 2023, the Predecessor 58-day combined period ended February 27, 2023, and years ended December 31, 2022 and 2021, respectively. There were no medical costs paid for the Successor year ended December 31, 2022.

The following table presents expected cash flow information for the year ended December 31, 2023:

 

(in thousands of dollars)    Successor  
     Pension
Benefits
     Other
Postretirement
Benefits
 

Contributions expected in 2024

   $ 813      $ 2,956  

Benefit payments expected in:

     

2024

   $ 16,402      $ 5,345  

2025

     18,417        5,187  

2026

     19,060        5,169  

2027

     17,389        5,276  

2028

     20,650        5,325  

2029-2033

     94,362        27,655  

Defined Contribution Plan

The Aera Energy Services Company Savings Plan (the “Savings Plan”) is a defined contribution plan covering substantially all employees of Aera Services and provides for contributions by Aera Services based on a stated percentage of the employees’ salaries and wages. Employees may also contribute up to a stated percentage. Aera Services contributed approximately $7.6 million, $2.7 million, $10.7 million, and $11.0 million under the provisions of this plan for the Successor year ended December 31, 2023, and the Predecessor combined 58-day period ended February 27, 2023 and years ended December 31, 2022 and 2021, respectively. There were no contributions for the Successor year ended December 31, 2022.

Aera Services also provides a non-qualified defined contribution plan, the Aera Energy Services Company Savings Restoration Plan, to certain employees. Aera Services contributed approximately $2.0 million and $1.4 million under the provisions of this plan for the Successor year ended December 31, 2023 and year ended December 31, 2022, respectively. Aera Services did not make a contribution for the Successor year ended December 31, 2022, the Predecessor combined 58-day period ended February 27, 2023 or the year ended December 31, 2021.

 

9.

Litigation and Other Contingencies

The GGRP Companies are subject to lawsuits, environmental and other claims and other contingencies in the normal course of business that seek, among other things, compensation for alleged personal injury, breach of contract, property damage or other losses, punitive damages, civil penalties, or injunctive or declaratory relief. We record an accrual for currently outstanding lawsuits, claims and proceedings when it is probable that a liability has been incurred and the liability can be reasonably estimated.

 

F-25


Green Gate Resources Parent, LLC

Notes to Consolidated and Combined Financial Statements

 

 

In September 2020, the County of Ventura, California formally approved an update to its General Plan. The update includes certain provisions related to oil and gas well setbacks, a prohibition on trucking of produced water and fluids, flaring, and electrification requirements. Aera LLC, along with other plaintiffs, filed a lawsuit against the County of Ventura in response to the General Plan update in Ventura County Superior Court. Additionally, in November 2020, the County of Ventura approved amendments to its Non-Coastal Zoning Ordinance that would make certain oil and gas related ministerial permitting processes discretionary, thus providing the County of Ventura significantly more latitude in the approval determinations. Aera LLC and other plaintiffs amended their original lawsuits (or in some cases filed new lawsuits) against the County of Ventura in response to the amendments. In June 2022, an Aera LLC supported referendum passed in the county election to strike down the Non-Coastal Zoning Ordinance amendments. In June of 2023 all parties reached a settlement requiring the County Board of Supervisors to (1) adopt resolutions which included clarification that Aera’s Conditional Use Permits would not be subject to the General Plan update (Clarifying Resolutions) and (2) making certain amendments to the General Plan update to account for the potential that some requirements may be infeasible and (3) requiring dismissal of the litigation. The settlement agreement was approved by the court. The Board adopted the Clarifying Resolutions in September 2023. NCZO amendments were sent back to staff for additional analysis in September 2023.The Commission approved the settlement 4 to 1 in February 2024. The Board of Supervisors hearing on the settlement is scheduled for April 2024. The net impact of this matter on the GGRP Companies’ consolidated and combined financial results cannot be reasonably estimated at this time.

Aera LLC filed a lawsuit on March 30, 2022, challenging denial by the Geologic Energy Management division of the California Department of Conservation (“CalGEM”) of permits for well stimulation treatments (“WST”) on CalGEM’s asserted basis that denial would protect public health and safety and environmental quality, including the reduction and mitigation of greenhouse gas emissions and challenging CalGem’s de facto moratorium on WST permits. Aera LLC seeks a writ of mandamus, damages, and declaratory relief and just compensation for the taking of its property. CalGEM lost a demurrer motion on July 6, 2022. Trial is currently set for October 14, 2024. The net impact of this matter on the GGRP Companies’ consolidated and combined financial results cannot be reasonably estimated at this time.

On August 31, 2022, Senate Bill 1137 passed, which was written to prohibit CalGEM from approving any notice of intent requested under Public Resources Code Section 3203 that is within a setback zone as defined by proximity to Sensitive Receptors identified in the law. A referendum was qualified preventing the law taking effect unless approved at the next statewide general or special election after November 8, 2022. The net impact of this matter on the GGRP Companies’ consolidated and combined financial results cannot be reasonably estimated at this time.

In 2022, Aera Energy was authorized to negotiate a settlement with a Kern County entity regarding claims for 2022 and beyond. The entity claims contamination from oil field produced water and based on available information. The claim was settled for $33 million. As of the Successor year ended December 31, 2023, GGRP has $13 million remaining in Other Long Term Liabilities. For the Successor year ended December 31, 2023 and the Predecessor combined year ended December 31, 2022, settlement costs of $7.0 million and $26.0 million related to this claim were recorded in Other Operating Expenses in the Consolidated and Combined Statements of Operations and Other Comprehensive Income.

Management cannot presently predict the ultimate resolution of any pending matters, nor can it estimate the amount or range of a potential loss in cases where a loss is probable. In management’s opinion, it does not currently appear that the resolution of any pending matters will have a material adverse effect on the consolidated and combined financial position, liquidity, or results of operations of the GGRP Companies.

 

F-26


Green Gate Resources Parent, LLC

Notes to Consolidated and Combined Financial Statements

 

 

10.

Leases and Other Commitments

The Aera Companies generally purchase the property, plant and equipment used in operations, but there are situations where assets are leased, primarily for office buildings, vehicles, and other moveable equipment. Right of use assets and lease liabilities are established on the balance sheet for leases with an expected term greater than one year, by discounting the amounts fixed in the lease agreement for the duration of the lease, which is reasonably certain, considering the probability of exercising any early termination and extension options. Typically, assets are leased only for a portion of their useful lives and are accounted for as operating leases. The typical lease terms range within 5-10 years. In limited situations assets are leased for nearly all their useful lives and are accounted for as finance leases.

Variable payments under these lease agreements are not significant. Residual value guarantees, restrictions, or covenants related to leases, and transactions with related parties are also not significant. In general, leases are capitalized using the incremental borrowing rate determined by the Aera Companies and activities as a lessor are not significant.

Lease costs are reported in Operating costs on the Consolidated and Combined Statements of Operations and Other Comprehensive Income as follows:

 

(in thousands of dollars)    Successor     Predecessor  
     Year
Ended
December 31,
     Year
Ended
December 31,
    58-days
Ended
February 27,
     Years
Ended
December 31,
 
     2023      2022     2023      2022      2021  

Operating lease cost

   $ 5,412      $ —      $ 1,091      $ 6,486      $ 6,241  

Variable lease cost

     1,063        —      $ 181        1,335        493  
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 
   $ 6,475      $ —      $ 1,272      $ 7,821      $ 6,734  
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

Finance lease cost:

               

Amortization of right of use assets

   $ 1,177      $ —      $ 245      $ 1,365      $ 1,099  

Interest on lease liabilities

     56        —        10        71        102  
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 
   $ 1,233      $ —      $ 255      $ 1,436      $ 1,201  
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

Total lease cost

   $ 7,708      $ —      $ 1,527      $ 9,257      $ 7,935  
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

Right of use assets and lease liabilities on the Consolidated and Combined Balance Sheets at the Successor year ended December 31, 2023 and the Predecessor combined year ended December 31, 2022:

 

     Operating leases      Finance leases  
(in thousands of dollars)    Successor     Predecessor      Successor     Predecessor  
     Year Ended
December 31,
2023
    Year Ended
December 31,
2022
     Year Ended
December 31,
2023
    Year Ended
December 31,
2022
 

Assets:

             

Right of use assets included in Property, plant and equipment

   $ 3,498     $ 9,358      $ 2,218     $ 2,737  

Liabilities:

             

Lease liability due within one year included in accrued liabilities

     2,815       6,680        1,019       1,314  

Long-term lease liability included in other long term liabilities

     790       2,678        1,235       1,423  
  

 

 

   

 

 

    

 

 

   

 

 

 

Total lease liability

   $ 3,605     $ 9,358      $ 2,254     $ 2,737  
  

 

 

   

 

 

    

 

 

   

 

 

 

 

F-27


Green Gate Resources Parent, LLC

Notes to Consolidated and Combined Financial Statements

 

 

Future minimum lease payments as of the Successor year ended December 31, 2023:

 

(in thousands of dollars)    Successor  
  

 

 

 
     Operating
leases
     Finance
leases
 

2024

   $ 2,853      $ 1,059  

2025

     680        792  

2026

     26        418  

2027

     26        87  

2028

     27        14  

2029 and beyond

     119        —   
  

 

 

    

 

 

 

Total lease payments

   $ 3,731      $ 2,370  

Discount to present value

     (126      (116
  

 

 

    

 

 

 

Total lease liability

   $ 3,605      $ 2,254  
  

 

 

    

 

 

 

 

     Successor     Predecessor  
   December 31, 2023     December 31, 2022  
   Operating
leases
    Finance
leases
    Operating
leases
    Finance
leases
 

Weighted average remaining lease terms-years

     1.20       2.64       6.78       5.55  

Weighted average discount rate-percent

     3.59     2.48     3.61     2.25

The table below presents supplemental cash flow information:

 

(in thousands of dollars)   Operating leases  
    Successor     Predecessor  
  Year Ended
December 31,
    Year Ended
December 31,
    58-days Ended
February 27,
    Year Ended
December 31,
 
 

 

 

   

 

 

   

 

 

   

 

 

 
    2023     2022     2023     2022     2021  

Cash paid for amounts included in measurement of lease liabilities

           

Cash flows from operating activities

  $  7,747     $ —      $  1,272     $ 7,821     $  6,734  

Cash flows from investing activities

    —        —        —        —        —   

Cash flows from financing activities

    —        —        —        —        —   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $ 7,747     $ —      $ 1,272     $  7,821     $ 6,734  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
    Finance leases  
    Successor     Predecessor  
  Year Ended
December 31,
    Year Ended
December 31,
    58-days Ended
February 27,
    Year Ended
December 31,
 
 

 

 

   

 

 

   

 

 

   

 

 

 
    2023     2022     2023     2022     2021  

Cash paid for amounts included in measurement of lease liabilities

           

Cash flows from operating activities

  $ 66     $ —      $ —      $ —      $ —   

Cash flows from investing activities

    —        —        10       71       102  

Cash flows from financing activities

    1,422       —        245       1,365       1,099  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $ 1,488     $ —      $ 255     $ 1,436     $ 1,201  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

F-28


Green Gate Resources Parent, LLC

Notes to Consolidated and Combined Financial Statements

 

 

Total rental costs were reported in Operating costs on the Consolidated and Combined Statements of Operations and Other Comprehensive Income as follows:

 

(in thousands of dollars)    Successor     Predecessor  
     Year Ended
December 31,
     Year Ended
December 31,
    58-days Ended
February 27,
     Year Ended
December 31,
 
     2023      2022     2023      2022      2021  

Total rental costs

   $ 7,708      $ —      $ 1,527      $ 9,257      $ 7,935  
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

Other Commitments

Under long-term purchase and transportation agreements with pipeline and energy companies, Aera LLC is required to purchase specified quantities of natural gas pipeline capacity. At the Successor year ended December 31, 2023, Aera LLC’s maximum exposure related to the agreements was estimated to be approximately $27 million. For the Successor year ended December 31, 2023 and the Predecessor combined 58-day period ended February 27, 2023, year ended December 31, 2022 and year ended December 31, 2021, $3.5 million, $0.6 million, $3.6 million and $3.5 million, respectively were incurred for costs related to these long-term purchase and transportation agreements.

For the Successor year ended December 31, 2023, Aera LLC had commitments related to agreements for the future purchase of materials and services, all made in the normal course of business. All such commitments and guarantees are expected to be fulfilled with no material adverse consequences to Aera LLC’s operations or financial condition.

 

11.

Fair Value of Financial Instruments

Fair value is defined as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are classified and disclosed in one of the following categories:

Level 1 – Unadjusted quoted market prices for identical assets or liabilities in an active market.

Level 2 – Quoted market prices for identical assets or liabilities in an active market that have been adjusted for items such as effects of restriction for transferability and those that are not quoted but are observable through corroboration with observable market data, including quoted market prices for similar assets; and

Level 3 – Unobservable inputs for the asset or liability only used when there is little, if any, market activity for the asset or liability at the measurement date.

Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. Management’s assessment of the significance of a particular input to the fair value measurement requires judgement and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels.

 

F-29


Green Gate Resources Parent, LLC

Notes to Consolidated and Combined Financial Statements

 

 

Fair Value on a Recurring Basis

The following table set forth, by level within the fair value hierarchy, Aera LLC’s financial assets and liabilities that were accounted for at a fair value on recurring basis as of the Successor year ended December 31, 2023:

 

(in thousands of dollars)   Successor  
    December 31, 2023  
  Active Market
for Identical
Assets
(Level 1)
    Observable
Inputs
(Level 2)
    Unobservable
Input
(Level 3)
    Total
Carrying
Value
 

Other current assets, net

  $ —      $ 1,143     $ —      $ 1,143  

Liabilities:

       

Contingent Consideration in Current - Accrued liabilities

      (23,176       (23,176

Current - Fair value of derivative contracts

    —        (31,032     —        (31,032

Current Consideration in Other long term liabilities

      (5,930       (5,930

Long term - fair value of derivative instruments

    —        (79,366     —        (79,366
 

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $ —      $ (138,362   $ —      $ (138,362
 

 

 

   

 

 

   

 

 

   

 

 

 

Contingent consideration liabilities related to the Acquisition are classified as Level 2 in the requirement fair value hierarchy and are reported at fair value based on hedged and unhedged oil volumes as defined in the Acquisition purchase agreements at the ICE brent price futures price on the date of Acquisition. There were no contingent consideration liabilities for the Successor year ended December 31, 2022 or the Predecessor year ended December 31, 2022.

Aera LLC’s derivative instruments, which consist of derivative swaps, are classified as Level 2 as of the Successor year ended December 31, 2023 as swaps generally have observable inputs. Derivative instruments are also subject to the risk that counterparties will be unable to meet their obligations. Such non-performance risk is considered in the valuation of Aera LLC’s derivative instruments, but to date has not had a material impact on estimates of fair values. Significant changes in the quoted forward prices for commodities and changes in market volatility generally lead to corresponding changes in the fair market value measurement of Aera LLC’s derivative instruments. There were no derivative instruments for the Successor year ended December 31, 2022 or the Predecessor year ended December 31, 2022.

Fair Value on a Non-Recurring Basis

Nonfinancial assets and liabilities measured at fair value on a non-recurring basis include certain nonfinancial assets acquired and liabilities assumed in the benefit plans, for which fair value is used. These assets and liabilities are recorded at fair value when acquired/incurred but not re-measured at fair value in subsequent periods (see further discussion in Note 8, Benefit Plans).

Asset retirement obligation estimates are derived from historical data as well as management’s expectation of future cost environments and other unobservable inputs (see further discussion in Note 6, Property, Plant and Equipment and Asset Retirement Obligations). As there is no corroborating market activity to support the assumptions used, Aera LLC has designated these measurements as Level 3.

 

F-30


Green Gate Resources Parent, LLC

Notes to Consolidated and Combined Financial Statements

 

 

Fair Value of Other Financial Instruments

The carrying value of the Aera LLC’s long-term debt approximates its fair value because the interest rate is variable and reflective of market rates, which are level 2 inputs within the fair value hierarchy.

 

12.

Derivatives

Due to the volatility of crude oil and natural gas price, Aera LLC began entering price-risk management transactions (e.g. crude oil and natural gas commodity swaps) for a portion of its crude oil production on February 28, 2023, and natural gas purchases on May 31, 2023, to achieve a more predictable cash flow, as well as to reduce exposure from price fluctuations. While the use of these arrangements limits Aera LLC’s ability to benefit from certain increase in prices of crude oil production and natural gas purchases, it also reduces Aera LLC’s potential exposure to adverse price movements. Aera LLC did not have any commodity derivatives designated as accounting hedges as of and during the Successor year ended December 31, 2023 and the Predecessor combined year ended December 31, 2022. Unless otherwise indicated, we use the term “hedge” to describe derivatives instruments that are designed to achieve our hedging requirements and program goals, even though they are not accounted for as accounting hedges. Aera LLC’s RBL Facility and Term Loan, both dated February 28, 2023, include covenants that require Aera LLC to hedge 85% in 2023 and 2024, 75%, 58% and 25% for years 2025-2027 respectively. on initial Proved Developed Producing crude reserves and a rolling forward 36-month, minimum 50% hedge requirement up through loan maturity (August 2026). Aera LLC has also entered into natural gas hedges outside of debt requirements to reduce exposure from price fluctuations and will continue to evaluate the hedging strategy based on prevailing market prices and conditions. For more information on the requirements of the RBL Facility and Term Loan, see Note 14, Debt.

Aera LLC reported gains and losses on derivative contracts related to crude oil sold and natural gas purchased in Revenue and Other Income on our Consolidated and Combined Statements of Operations and Other Comprehensive Income for the Successor year ended December 31, 2023 as shown in the table below:

 

(in thousands of dollars)    Successor  
     December 31, 2023  
     Crude Oil      Natural Gas      Total  

Settlement payments from commodity derivatives

   $ (9,116    $ (9,549    $ (18,666

Non-cash commodity derivative loss

     (76,507      (32,748      (109,255
  

 

 

    

 

 

    

 

 

 

Loss on commodity derivatives, net

   $ (85,624    $ (42,297    $ (127,921
  

 

 

    

 

 

    

 

 

 

Aera LLC estimates the fair value of commodity swaps based on published forward commodity price curves for the underlying commodities as of the date of the estimate for those commodities for which published forward pricing is readily available. The determination of the fair values above incorporates various factors including the impact of Aera LLC’s non-performance risk and the credit standing of the counterparties involved in Aera LLC’s derivative contracts. Aera LLC routinely monitors the creditworthiness of its counterparties. As of the Successor year ended December 31, 2023, Aera LLC’s counterparties to its derivative contract are Citigroup Global Markets, BP Energy Company, Key Bank, Deutsche Bank AG, Macquarie Bank Limited, Wells Fargo Bank, N.A., and RBC Bank.

The carrying value of Aera LLC’s derivative contracts are measured at fair value using industry-standard models with various inputs, including quoted forward prices, and are classified as Level 2 in the required fair value hierarchy for the periods presented.

 

F-31


Green Gate Resources Parent, LLC

Notes to Consolidated and Combined Financial Statements

 

 

The following table presents the fair values of Aera LLC’s outstanding commodity derivatives as of the Successor year ended December 31:

 

Balance Sheet Classification

  
(in thousands of dollars)    Successor  
     December 31,
2023
 

Assets:

  

Other current assets, net

   $ 1,143  
  

 

 

 

Liabilities:

  

Current - Fair value of derivative contracts

   $ (31,032

Long term - Fair value of derivative contracts

     (79,366
  

 

 

 
   $ (110,398
  

 

 

 

Aera LLC held the following swap contracts as of December 31, 2023:

 

Brent Swaps    Volumes
(MBbls)
     Weighted-
Average
Price
Per Bbl
 

2023

     51,460      $ 71.55  
  

 

 

    

 

 

 

 

Gas Swaps    Volumes
(MmBtu)
     Weighted-
Average
Price
Per Btu
 

2023

     27,895      $ 4.80  
  

 

 

    

 

 

 

 

13.

Taxes

Taxes incurred by the Aera Companies were reported on the Consolidated and Combined Statements of Operations and Other Comprehensive Income as follows for the periods ended:

 

(in thousands of dollars)    Successor     Predecessor  
     Year Ended
December 31,
    Year Ended
December 31,
    58-days Ended
February 27,
    Year Ended
December 31,
    Year Ended
December 31,
 
     2023     2022     2023     2022     2021  

Federal and State Income Taxes

            

Current - Federal

   $ (204   $ —      $ 486     $ (1,632   $ (1,440

Current - State

     354       —        224       (616     (5

Deferred - Federal

     788       —        (305     (6,218     2,182  

Deferred - State

     364       —        (141     (2,871     1,007  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Federal and state income tax (expense)/benefit

   $ 1,302     $ —      $ 264     $ (11,337   $ 1,744  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Taxes Other Than Income

            

Real and personal property

   $ 25,854     $ —      $ 5,439     $ 30,115     $ 33,041  

Oil and gas production

     58,589       —        8,996       45,364       21,437  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total taxes other than on income

   $ 84,443     $ —      $ 14,435     $ 75,479     $ 54,478  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

F-32


Green Gate Resources Parent, LLC

Notes to Consolidated and Combined Financial Statements

 

 

Real and personal property tax expense includes refunds of $0.5 million and $0.1 million received for the Successor year ended December 31, 2023 and the combined Predecessor year ended December 31, 2021 to account for well abandonments and miscellaneous revisions in the property tax valuations. Real and personal property tax expense includes refunds of $0.7 million for the combined Predecessor year ended December 31, 2022 for prior-year valuation related property tax appeals. No real and personal property tax refunds were received for the Successor year ended December 31, 2022 or the combined Predecessor 58-day period ended February 27, 2023.

Deferred tax assets/(liabilities) are comprised of the following:

 

(in thousands of dollars)    Successor     Predecessor  
  

 

 

   

 

 

 
     December 31,  
     2023     2022  

Tax effects of temporary differences for:

      

Pension plan

   $ (12,179   $ (11,442

Other post retirement plans

     20,661       21,788  

Other employee benefits

     6,205       7,762  
  

 

 

   

 

 

 

Total deferred income tax asset, net

   $ 14,687     $ 18,108  
  

 

 

   

 

 

 

 

14.

Debt

For the Successor year ended December 31, 2023, Aera LLC’s long term debt consisted of the following:

 

(in thousands of dollars)    Successor     Interest Rate     Maturity  
     December 31,
2023
 

RBL Facility

   $ 400,000      
SOFR plus 3.50%-4.50%
ABR plus 2.50%-3.50%
 
1 
    August 28, 2026 2 

Unamortized deferred debt issuance costs -

      

RBL facility

     (23,780    

Term Loan

     550,000       14.5%       February 28, 2029  

Unamortized deferred debt issuance costs -

      

Term Loan

     (14,800    
  

 

 

     

Total debt

   $ 911,419      

Less: Current portion of long term debt

     (100,000    
  

 

 

     

Long term debt, net of current portion

   $ 811,419      
  

 

 

     

 

1 

At Aera LLC’s election, borrowings under the amended RBL Facility may be alternate base rate (ABR) loans or term SOFR loans, plus an applicable margin. ABR loans bear interest at a rate equal to the highest of (i) the federal funds effective rate plus 0.50%, (ii) the administrative agent prime rate and (iii) the one-month SOFR rate plus 1%. Term SOFR loans bear interest at term SOFR, plus an additional 10 basis points per annum credit spread adjustment. The applicable margin is adjusted based on the commitment utilization percentage and will vary from (i) in the case of ABR loans, 2.50% to 3.5% and (ii) in the case of the SOFR loans, 3.50% to 4.5%.

2 

The RBL Facility is subject to a prepayment of principal if there is a reduction in the borrowing base as a result of a scheduled redetermination or a termination or reduction of the original aggregate commitment.

 

F-33


Green Gate Resources Parent, LLC

Notes to Consolidated and Combined Financial Statements

 

 

Maturities of long term debt at the Successor year ended December 31, excluding debt issuance costs, are as follows:

 

(in thousands of dollars)    Successor  
     December 31, 2023  
     RBL
Facility
     Term
Loan
     Total  

2024

   $ —       $ 100,000      $ 100,000  

2025

     —         100,000        100,000  

2026

     400,000        100,000        500,000  

2027

     —         100,000        100,000  

2028

     —         100,000        100,000  

2029

     —         50,000        50,000  
  

 

 

    

 

 

    

 

 

 

Total long term debt

   $ 400,000      $ 550,000      $ 950,000  
  

 

 

    

 

 

    

 

 

 

Deferred Debt Issuance Costs

Aera LLC incurred legal and bank fees related to the issuance of debt. As of the Successor year ended December 31, 2023, debt issuance costs for the RBL facility in the amount of $23.8 million and the Term Loan in the amount of $14.7 million were reported in ”Long term debt” on the Consolidated and Combined Balance Sheets, net of amortization. For the Successor year ended December 31, 2023, Aera LLC incurred approximately $31.2 million of legal and bank fees related to the issuance of the RBL Facility and $16.9 million related to the issuance of the Term Loan.

The debt issuance costs for the RBL Facility and Term Loan are amortized using straight-line method which approximates the effective rate method over the term of the loans. The amortization of debt issuance costs for the year ended December 31, 2023, was approximately $9.6 million and is presented in “Interest expense” on the Consolidated and Combined Statements of Operations and Other Comprehensive Income.

RBL Facility

On February 28, 2023, Aera LLC entered into a credit agreement with Citibank, N.A., as administrative agent, and certain other lenders, which provided for a revolving loan with an original aggregate commitment up to $800 million, subject to a reserve borrowing base (RBL Facility). The RBL Facility also includes a sub-limit of $100 million for the issuance of letters of credit, which reduce the borrowing availability for revolving loans under the RBL Facility on a dollar-for-dollar basis. As of the Successor year ended December 31, 2023, Aera LLC had approximately $275 million available for borrowing under the RBL Facility and no outstanding letters of credit.

The proceeds of all or a portion of the RBL Facility may be used for Aera LLC’s working capital needs and for other purposes subject to meeting certain criteria.

Security - The lenders have a first-priority lien on a substantial majority of the Aera Companies’ assets.

Interest Rate - Aera LLC can elect to borrow at either an adjusted SOFR rate or an alternate base rate (ABR), plus an applicable margin. The ABR is equal to the highest of (i) the federal funds effective rate plus 0.50%, (ii) the administrative agent prime rate and (iii) the one-month SOFR rate plus 1%. The applicable margin is adjusted based on the borrowing base utilization percentage and will vary from (i) in the case of SOFR loans, 3.5% to 4.5% and (ii) in the case of ABR loans, 2.5% to 3.5%. The unused portion of the facility is subject to a commitment fee of 0.5% per annum based on the borrowing base utilization payable every three months. Interest on the ABR loans is payable quarterly in arrears. Interest on the SOFR loans is payable at the end of each SOFR period, but not less than quarterly. Aera LLC has the right to prepay any borrowings under the RBL Facility with prior notice at any time without a prepayment penalty.

 

F-34


Green Gate Resources Parent, LLC

Notes to Consolidated and Combined Financial Statements

 

 

Interest expense on the Consolidated and Combined Statement of Operations and Other Comprehensive Income is comprised of the following:

 

(in thousands of dollars)    Successor  
     2023  

Interest expense

   $ 105,431  

Capitalized interest

     (6,650

Amortization of debt issuance costs

     9,529  

Unused commitment fees

     1,383  
  

 

 

 

Total interest expense, net

   $ 109,693  
  

 

 

 

Amortization Payments - The RBL Facility does not include any obligation to make amortizing payments prior to the maturity date of August 28, 2026. The RBL Facility is subject to a prepayment of principal if there is a reduction in the borrowing base as a result of a scheduled redetermination or a termination or reduction of the original aggregate commitment.

Borrowing Base - The borrowing base, currently $675 million, must be redetermined semi-annually each April and October. The scheduled redeterminations generally become effective on the date specified by the Administrative Agent, Citibank, N.A. If the scheduled redeterminations have not been determined by the end of April and October, there is an automatic reduction to the borrowing base based on a schedule prescribed in the RBL Facility. Aera LLC may make one interim determination between scheduled borrowing base redeterminations. In 2023, there were two scheduled borrowing base redeterminations by the Successor. An initial redetermination was completed in July 2023 resulting in a decrease in the borrowing base to $740 million and became effective August 7, 2023. The second redetermination was completed in December 2023 resulting in a decrease in the borrowing base to $675 million and became effective December 15, 2023.

Financial Covenants - The RBL Facility includes the following financial covenants:

 

Ratio

  

Components

  

Required Levels

  

Tested

Net Leverage Ratio    Ratio of Total Debt to EBITDAX1    Not greater than 2.00 to 1.00    Quarterly
Current Ratio    Ratio of consolidated current assets to consolidated current liabilities2    Not less than 1.00 to 1.00    Quarterly

 

1 

EBITDAX is calculated as defined in the RBL Facility.

2 

The available credit under the RBL Facility is included in consolidated current assets as part of the calculation of the current ratio.

Other Covenants - Aera LLC’s RBL Facility includes covenants that, among other things, restrict our ability to incur additional indebtedness, grant liens, make asset sales and investments, repay existing indebtedness, make subsidiary distributions, and enter into transactions that would result in fundamental changes.

 

F-35


Green Gate Resources Parent, LLC

Notes to Consolidated and Combined Financial Statements

 

 

Aera LLC’s RBL Facility, among other things, has a maturity date of August 28, 2026; permits us to make certain restricted payments (such as distributions) and certain investments; provides for the release of liens on certain assets securing the loans made under the RBL Facility; permits us to designate entities that hold certain of our assets as unrestricted subsidiaries subject to meeting certain conditions; sets the period for which we can enter into hedges on our production at 60 months and no more than 85% of proved reserves; and provides for our capacity to issue letters of credit of $100 million.

The RBL required Aera LLC to enter into acceptable commodity hedges covering (i) at least 85% of projected production as forecasted on the initial reserve report calculated on a quarterly basis from oil and gas properties constituting proved developed producing reserves for the calendar period including the first through 24th month (ii) at least 75% for the 25th through 36th month (iii) at least 58% for the 37th through 48th month and (iv) at least 25% for the 49th through 60thmonth. Ongoing, Aera LLC is required to maintain hedges on a minimum amount of crude oil production (determined on (i) the date of delivery of annual and quarterly financial statements and (ii) the date of delivery of a reserve report delivered in connection with an interim borrowing base redetermination) of no less than 50% of our reasonably anticipated oil production from our proved developed producing reserves for each quarter during the period ending the earlier of (1) the maturity date of the RBL Facility and (2) 36 months after the delivery of the compliance certificate for the relevant test period.

Furthermore, the restricted payment and investments covenants permit unlimited investments and/or restricted payments in amounts not to exceed 100% of distributable free cash flow so long as either (a) (i) no default, event of default or borrowing base deficiency shall have occurred and be continuing under the RBL Facility, (ii) the undrawn availability of the RBL Facility at such time is not less than 25% of the total commitment, (iii) the Net Leverage Ratio is less than or equal to 1.5:1.0 and (iv) distributable free cash flow is greater than or equal to zero on such date of determination; or without limit so long as (b) (i) no default, event of default or borrowing base deficiency shall have occurred and be continuing under the RBL Facility at the time of such investment or restricted payment, (ii) the undrawn availability under the RBL Facility at such time is not less than 25% of the total commitment and (iii) the net leverage ratio is less than or equal to 1.0:1.0.

If the outstanding principal balance of the revolving loans and aggregate face amount of all letters of credit under the RBL Facility exceeds the borrowing base at any time as a result of a redetermination of the borrowing base, we have the option within 30 days to take any of the following actions, either individually or in combination: make a lump sum payment curing the deficiency, deliver reserve engineering reports and mortgages covering additional oil and gas properties sufficient in certain lenders’ opinion to increase the borrowing base and cure the deficiency or making equal monthly principal payments that will cure the deficiency within the next six-month period. Otherwise, the unpaid principal will be due at maturity.

The RBL Facility requires Aera LLC to maintain on a consolidated basis as of each quarter-end (i) a net leverage ratio of not more than 2.0 to 1.0 and (ii) a current ratio of not less than 1.0 to 1.0. In addition, the RBL Facility currently provides that, to the extent we incur unsecured indebtedness, including any amounts raised in the future, the borrowing base will be reduced by an amount equal to 25% of the amount of such unsecured debt. We were in compliance with all financial covenants under the RBL Facility as of December 31, 2023.

Events of default and change of control – The RBL Facility provides for certain events of default, including upon a change of control, as defined in the RBL Facility, which entitles our lenders to declare the outstanding loans immediately due and payable, subject to certain limitations and conditions.

 

F-36


Green Gate Resources Parent, LLC

Notes to Consolidated and Combined Financial Statements

 

 

Term Loan

On February 28, 2023, Aera LLC borrowed $600 million under a six-year Term Loan agreement (Term Loan) secured by a second-priority lien on a substantial majority of the Aera Companie’s assets. The Term Loan matures in February 2029 and bears interest at a rate of 14.5%.

The Term Loan contains restrictive covenants including a requirement that the Aera Companies maintain a consolidated total debt to EBITDAX ratio of no greater than 2.0 to 1.0 and a current ratio of no greater than 1.0 to 1.0, consistent with the financial covenants in Aera Companies’ RBL Facility. Aera Companies were in compliance with the Term Loan covenants at December 31, 2023.

Principal payments are due quarterly in the amount of $25 million, limited to the calculated free cash flow available for distribution per the financial covenant calculations. Any unpaid principal payments are due with the next quarterly payment.

 

15.

Subsequent Events

Derivatives

Subsequent to December 31, 2023 Aera LLC entered into the following derivative contracts:

 

Period

   Volumes      Weighted-
Average
Price
 
Gas    MmBtu         

Q2 2024

     1,729,000      $ 4.47  

Q3 2024

     1,748,000      $ 2.99  

Q4 2024

     2,081,426      $ 5.03  

Q1 2025

     2,201,940      $ 5.83  

Merger Agreement

On February 7, 2024, the Owners of the GGRP Companies entered into a definitive agreement and plan of merger (“Merger Agreement”) to combine with California Resources Corporation (“CRC”), a Delaware corporation, in an all-stock transaction (“CRC Merger”) with an effective date of January 1, 2024. CRC is an independent oil and natural gas exploration and production and carbon management company operating properties exclusively within California.

Pursuant to the Merger Agreement, CRC has agreed to issue 21,170,357 shares of common stock (subject to customary adjustments in the event of stock splits, dividend paid in stock and similar items) plus an additional number of shares determined by reference to the dividends declared by CRC having a record date between the effective date and closing as more fully described in the Merger Agreement. Under the terms of the Merger Agreement, CRC has also agreed to assume Aera LLC’s outstanding long-term indebtedness of $950 million at closing.

Closing of the CRC Merger is subject to certain conditions, including, among others, approval of the stock issuance by CRC’s stockholders, expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, prior authorization by the Federal Energy Regulatory Commission under Section 203 of the Federal Power Act and other customary closing conditions.

Upon completion of the transaction, GGRP Companies will receive 21.2 million shares of CRC’s common stock, equivalent to approximately 22.9% of CRC’s fully diluted shares. The CRC Merger is expected to close in the second half of 2024.

 

F-37


Green Gate Resources Parent, LLC

Supplementary Oil and Gas Information (Unaudited)

December 31, 2023, 2022, and 2021

 

Results of Operations

Results of operations for oil and gas producing activities are shown below. Total revenues and expenses exclude sales and costs for steam and electricity amounts recorded in the Consolidated and Combined Statements of Operations and Other Comprehensive Income. In addition, expenses per the accompanying schedule exclude research, administrative overhead, and interest costs.

 

(in thousands of dollars)    Successor     Predecessor  
     Year Ended
December 31,
     122-days
Ended
December 31,
    58-days
Ended
February 27,
    Years Ended
December 31,
 
     2023      2022     2023     2022      2021  

Results of Operations

            

Crude oil, natural gas and NGL sales

   $ 1,762,721      $ —      $ 5,621     $ 47,782      $ 37,540  

Crude oil, natural gas and NGL sales to related parties

     —         —        341,218       2,755,581        2,084,422  
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

 

Total Operating Revenues

     1,762,721        —        346,839       2,803,363        2,121,962  

Production costs

     798,100        —        342,230       1,132,253        836,711  

Exploration expenses

     273        —        40       315        424  

Depreciation, depletion, amortization, retirements, impairments and accretion

     457,237        —        89,824       654,337        841,663  
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

 

Results of Operations

   $ 507,111      $ —      $ (85,255   $ 1,016,457      $ 443,164  
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

 

Capitalized Costs

Capitalized costs related to oil and gas producing activities are shown below.

 

(in thousands of dollars)    Successor     Predecessor  
     December 31,
2023
     December 31,
2022
    December 31,
2022
 
Capitalized Costs        

Proved properties

   $ 12,328,690      $ —      $ 13,639,456  

Unproved properties

     4,628        —        4,628  

Support equipment and facilities

     180,009        —        204,508  
  

 

 

    

 

 

   

 

 

 

Total Capitalized Costs

     12,513,327        —        13,848,592  

Accumulated depreciation, depletion, amortization retirements and impairments

     9,648,112        —        9,439,063  
  

 

 

    

 

 

   

 

 

 

Net Capitalized Costs

   $ 2,865,215      $ —      $ 4,409,529  
  

 

 

    

 

 

   

 

 

 

 

F-38


Green Gate Resources Parent, LLC

Supplementary Oil and Gas Information (Unaudited)

December 31, 2023, 2022, and 2021

 

 

Costs Incurred

Costs incurred in oil and gas property acquisition, exploration and development are shown below.

 

(in thousands of dollars)   Successor     Predecessor  
  Year Ended
December 31,
    122-days
Ended
December 31,
    58-days
Ended
February 27,
    Years Ended
December 31,
 
    2023     2022     2023     2022     2021  

Costs Incurred in Property Acquisition, Exploration and Development Activities

         

Acquisition of properties

  $ 390     $ —      $ —      $ 410     $ 1,800  

Development costs

    176,732       —        35,290       240,708       90,201  

Exploration costs

    273       —        40       315       424  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Costs Incurred

  $ 177,395     $ —      $ 35,330     $ 241,433     $ 92,425  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Proved Reserve Estimates

Independent petroleum engineering firm Netherland, Sewell & Associates, Inc. estimated an aggregate of 100% of our estimated proved reserves (by volume) as of the Successor year ended December 31, 2023. For the Predecessor combined year ended December 31, 2022, and December 31, 2021, reserves were prepared internally by technical staff who worked directly with the oil and gas properties using industry standard reserve estimation principles, definitions, and methodologies. All proved reserves are in California.

Revisions to reserves are based on engineering analysis of individual reservoirs at the field level. Proved reserves are those quantities of oil and gas volumes that, upon analysis of geological and engineering data appear with reasonable certainty to be economically producible in the future given following requirements:

 

   

Using known oil and gas reservoirs under current prices and costs as of the date the estimate is made.

 

   

Using existing equipment and operating methods from existing wells

 

   

Using new wells on undrilled acreage where a relatively major capital expenditure is required.

 

   

Proved reserves are calculated by using an unweighted arithmetic average of the first-day-of-the-month price for each month during the 12-month period.

 

   

Net proved reserves represent the estimated recoverable volumes excluding royalties and quantities due others.

In accordance with the Accounting Standards Codification (“ASC”) amended rules, the year-end reserves volumes for 2023, 2022, and 2021, as well as the reserves change categories for each year are shown in the following tables.

Oil and gas proved reserves cannot be measured exactly. Reserve estimates are based on many factors related to reservoir performance that require evaluation by engineers interpreting the available data as well as price and other economic factors such as detailed below:

 

   

The reliability of these estimates at any point in time depends on both the quality and quantity of the technical and economic data, the production performance of the reservoirs as well as extensive engineering judgment.

 

F-39


Green Gate Resources Parent, LLC

Supplementary Oil and Gas Information (Unaudited)

December 31, 2023, 2022, and 2021

 

 

   

Consequently, reserve estimates are subject to revision as additional data becomes available during the producing life of a reservoir or as prices change significantly from one year to the next.

 

   

When a commercial reservoir is discovered, proved reserves are initially determined based on limited data from the first well or wells.

 

   

Subsequent data may better define the extent of the reservoir and additional production performance, well tests and engineering studies will likely improve the reliability of the reserve estimate.

 

   

The evolution of technology may also result in the application of improved recovery techniques such as supplemental or enhanced recovery projects, or both, that have the potential to increase reserves beyond those envisioned during the early years of a reservoir’s producing life.

Estimated quantities of net proved oil, natural gas and natural gas liquids reserves and changes in net quantities of proved developed and undeveloped reserves were as follows for the years ended December 31:

 

(in thousands of barrels of oil equivalent)    Successor     Predecessor  
      December 31,  
     2023     2022      2021  

Reserves Summary

         

Net Proved Developed and Undeveloped

         

Beginning of year

     260,622       302,572        265,008  

Revisions of previous estimates

     6,332       (11,410      70,103  

Production

     (28,251     (30,539      (32,539
  

 

 

   

 

 

    

 

 

 

End of year

     238,703       260,622        302,572  
  

 

 

   

 

 

    

 

 

 

Net change

     (21,919     (41,950      37,564  
  

 

 

   

 

 

    

 

 

 

Net Proved Developed

         

Beginning of year

     239,933       248,757        216,130  

Revisions of previous estimates

     12,928       21,716        65,166  

Production

     (28,251     (30,539      (32,539
  

 

 

   

 

 

    

 

 

 

End of year

     224,610       239,933        248,757  
  

 

 

   

 

 

    

 

 

 

Net change

     (15,324     (8,823      32,626  
  

 

 

   

 

 

    

 

 

 

Net Proved Undeveloped

         

Beginning of year

     20,689       53,816        48,878  

Revisions of previous estimates

     (6,595     (33,127      4,938  

Production

     0       0        0  
  

 

 

   

 

 

    

 

 

 

End of year

     14,094       20,689        53,816  
  

 

 

   

 

 

    

 

 

 

Net change

     (6,595     (33,127      4,938  
  

 

 

   

 

 

    

 

 

 

 

F-40


Green Gate Resources Parent, LLC

Supplementary Oil and Gas Information (Unaudited)

December 31, 2023, 2022, and 2021

 

 

(in thousands of barrels of crude oil and condensate)    Successor     Predecessor  
     December 31,  
     2023     2022      2021  

Oil Reserves

         

Net Proved Developed and Undeveloped

         

Beginning of year

     247,657       289,819        253,022  

Revisions of previous estimates

     5,121       (13,056      67,883  

Production

     (26,800     (29,106      (31,086
  

 

 

   

 

 

    

 

 

 

End of year

     225,978       247,657        289,819  
  

 

 

   

 

 

    

 

 

 

Net change

     (21,679     (42,162      36,797  
  

 

 

   

 

 

    

 

 

 

Net Proved Developed

         

Beginning of year

     226,968       237,080        206,383  

Revisions of previous estimates

     12,061       18,994        61,783  

Production

     (26,800     (29,106      (31,086
  

 

 

   

 

 

    

 

 

 

End of year

     212,229       226,968        237,080  
  

 

 

   

 

 

    

 

 

 

Net change

     (14,739     (10,112      30,697  
  

 

 

   

 

 

    

 

 

 

Net Proved Undeveloped

         

Beginning of year

     20,689       52,739        46,639  

Revisions of previous estimates

     (6,940     (32,050      6,100  

Production

     0       0        0  
  

 

 

   

 

 

    

 

 

 

End of year

     13,749       20,689        52,739  
  

 

 

   

 

 

    

 

 

 

Net change

     (6,940     (32,050      6,100  
  

 

 

   

 

 

    

 

 

 

 

F-41


Green Gate Resources Parent, LLC

Supplementary Oil and Gas Information (Unaudited)

December 31, 2023, 2022, and 2021

 

 

(in millions of cubic feet of natural gas)    Successor     Predecessor  
     December 31,  
     2023     2022      2021  

Natural Gas Reserves

         

Net Proved Developed and Undeveloped

         

Beginning of year

     62,470       60,543        52,647  

Revisions of previous estimates

     11,255       9,109        15,127  

Production

     (7,200     (7,181      (7,231
  

 

 

   

 

 

    

 

 

 

End of year

     66,525       62,470        60,543  
  

 

 

   

 

 

    

 

 

 

Net change

     4,055       1,927        7,896  
  

 

 

   

 

 

    

 

 

 

Net Proved Developed

         

Beginning of year

     62,470       54,514        40,108  

Revisions of previous estimates

     9,325       15,138        21,637  

Production

     (7,200     (7,181      (7,231
  

 

 

   

 

 

    

 

 

 

End of year

     64,595       62,470        54,514  
  

 

 

   

 

 

    

 

 

 

Net change

     2,125       7,956        14,406  
  

 

 

   

 

 

    

 

 

 

Net Proved Undeveloped

         

Beginning of year

     —        6,029        12,539  

Revisions of previous estimates

     1,930       (6,029      (6,510

Production

     —        —         —   
  

 

 

   

 

 

    

 

 

 

End of year

     1,930       —         6,029  
  

 

 

   

 

 

    

 

 

 

Net change

     1,930       (6,029      (6,510
  

 

 

   

 

 

    

 

 

 

 

(in thousands of barrels of natural gas liquids)    Successor     Predecessor  
   December 31,  
     2023     2022      2022  

Natural Gas Liquids Reserves

       

Net Proved Developed

       

Beginning of year

     1,810       1,942        1,942  

Revisions of previous estimates

     (798     19        19  

Production

     (166     (151      (151
  

 

 

   

 

 

    

 

 

 

End of year

     846       1,810        1,810  
  

 

 

   

 

 

    

 

 

 

Net change

     (964     (132      (132
  

 

 

   

 

 

    

 

 

 

No PUDS are left for Natural Gas Liquids

Standardized Measure

The following disclosures concerning the standardized measure of future cash flows from net proved oil and gas reserves are presented in accordance with the authoritative guidance regarding disclosures about oil and gas producing activities. As prescribed by this guidance, the first-day-of-the-month average prices, year-end costs, enacted tax rates and a ten percent (10%) annual discount factor were applied. Effects of income taxes on the future cash flows presented below are the responsibility of the Member Companies and, therefore, not included in this disclosure. Since prices and costs do not remain static and no price or cost changes have been considered, the results are not necessarily indicative of the fair market value of estimated net proved reserves, but they do provide a common benchmark as prescribed by the authoritative guidance.

 

F-42


Green Gate Resources Parent, LLC

Supplementary Oil and Gas Information (Unaudited)

December 31, 2023, 2022, and 2021

 

 

For the purposes of this disclosure, individual estimates of Aera LLC’s production quantities, revenues and costs were developed for each field, net of royalties and quantities due others. Extensive judgments are involved in estimating the timing of production and the costs to be incurred throughout the remaining lives of these fields. Therefore, the results may not be comparable to estimates disclosed by other oil and gas producers.

The table below sets forth the standardized measure of discounted future cash flows relating to Aera LLC’s estimated recoverable volumes excluding royalties and quantities due others. Since the estimates reflect net proved reserves only, they exclude revenues that could result from unproved reserves that could become productive in later years.

Standardized Measure of Discounted Future Cash Flows as of December 31:

 

(in millions of dollars)    Successor     Predecessor  
     December 31,  
     2023     2022      2021  

Future cash inflows

   $ 18,327     $ 24,547      $ 18,870  

Future operating costs

     (10,027     (13,326      (10,396

Future development costs

     (3,000     (3,180      (4,372
  

 

 

   

 

 

    

 

 

 

Future net cash flows

   $ 5,300     $ 8,041      $ 4,102  

Discount

     (1,603     (2,398      (923
  

 

 

   

 

 

    

 

 

 

Standardized measure of discounted future cash flows

   $ 3,697     $ 5,643      $ 3,179  
  

 

 

   

 

 

    

 

 

 

The aggregate change in the standardized measure of discounted future cash flows was a decrease of $1,946 million in 2023, an increase of $2,464 million in 2022, and an increase of $3,217 million in 2021. The principal sources of change were as follows:

Changes in Standardized Measure of Discounted Future Cash Flows for the years ended December 31:

 

(in millions of dollars)    Successor     Predecessor  
     December 31,  
  

 

 

   

 

 

 
     2023     2022      2021  

Beginning of year

   $ 5,643     $ 3,179      $ (38

Net change in sales and transfer prices and in production (lifting) costs related to future production

     (1,325     2,641        2,416  

Changes in estimated future development costs

     (35     495        (209

Sales and transfers of oil and gas produced during the period

     (1,453     (1,068      (515

Net change due to revisions in quantity estimates

     66       (366      1,245  

Previously estimated development costs incurred during the period

     285       473        295  

Accretion of discount

     516       289        (15
  

 

 

   

 

 

    

 

 

 

End of year

   $ 3,697     $ 5,643      $ 3,179  
  

 

 

   

 

 

    

 

 

 

 

F-43