Quarterly report pursuant to Section 13 or 15(d)

Acquisitions

v3.5.0.2
Acquisitions
9 Months Ended
Sep. 30, 2016
Acquisitions [Abstract]  
Acquisitions



Note 3 - Acquisitions 



Acquisitions were accounted for under the acquisition method of accounting, which involves determining the fair value of the assets acquired and liabilities assumed under the income approach.



2016 acquisitions



On August 3, 2016, the Company entered into a definitive purchase and sale agreement for the acquisition of an additional 4.0% working interest (3.0% net revenue interest) in the Casselman-Bohannon fields for total cash consideration of  $13,000, excluding customary purchase price adjustments. Following the completion of this acquisition the Company will own approximately 75.3% working interest (58.5% net revenue interest) in the Casselman-Bohannon fields. The following table summarizes the estimated acquisition date fair values of the net assets to be acquired in the acquisition:







 

 

 

Evaluated oil and natural gas properties

 

$

6,492 

Unevaluated oil and natural gas properties

 

 

6,508 

   Net assets acquired

 

$

13,000 



On May 26, 2016, the Company completed the acquisition of 17,298 gross (14,089 net) acres primarily located in Howard County, Texas from BSM Energy LP, Crux Energy LP and Zaniah Energy LP, for total cash consideration of $220,000 and 9,333,333 shares of common stock for a total purchase price of $329,573, excluding customary purchase price adjustments (the “Big Star Transaction”). The Company acquired an 81% average working interest (61% average net revenue interest) in the properties acquired in the Big Star Transaction.



The preliminary purchase price allocation is subject to change based on numerous factors, including the final adjusted purchase price and the final estimated fair value of the assets acquired and liabilities assumed. Any such adjustments to the preliminary estimates of fair value could be material. The following table summarizes the estimated acquisition date fair values of the net assets to be acquired in the acquisition:







 

 

 

Evaluated oil and natural gas properties

 

$

96,194 

Unevaluated oil and natural gas properties

 

 

233,387 

Asset retirement obligations

 

 

(8)

   Net assets acquired

 

$

329,573 



The following unaudited summary pro forma financial information for the three and nine months ended September 30, 2016 has been presented for illustrative purposes only and does not purport to represent what the Company’s results of operations would have been if the Big Star Transaction had occurred as presented, or to project the Company’s results of operations for any future periods. The pro forma financial information was prepared assuming the Big Star Transaction occurred as of January 1, 2015. The pro forma adjustments are based on available information and certain assumptions that management believes are reasonable, including those pertaining to revenue, lease operating expenses, production taxes, depreciation, depletion and amortization expense, write-down of oil and natural gas properties, accretion expense, interest expense and capitalized interest.





 

 

 

 

 

 

 

 

 

 

 

 



 

Three Months Ended September 30,

 

Nine Months Ended September 30,



 

2016

 

2015

 

2016

 

2015

Revenues

 

$

55,927 

 

$

41,501 

 

$

140,937 

 

$

119,561 

Income from operations

 

 

16,651 

 

 

(17,644)

 

 

(68,753)

 

 

(25,339)

Income available to common stockholders

 

 

19,315 

 

 

(43,720)

 

 

(88,886)

 

 

(55,896)



 

 

 

 

 

 

 

 

 

 

 

 

Net income per common share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.14 

 

$

(0.43)

 

$

(0.79)

 

$

(0.57)

Diluted

 

$

0.14 

 

$

(0.43)

 

$

(0.79)

 

$

(0.57)



From the date of the acquisition through the period ended September 30, 2016, the properties associated with the Big Star Transaction have been comingled with our existing properties and it is impractical to provide the stand-alone operational results related to these properties.



On May 16, 2016, the Company completed the following transactions (collectively, the “AMI Transaction”) for an aggregate net cash purchase price of $33,012, excluding customary purchase price adjustments. Key elements of the AMI Transaction include:



·

Formation of an area of mutual interest with TRP Energy, LLC (“TRP”) in western Reagan County, Texas, through the joint acquisition from a private party of 4,745 net acres (with a 55% share to Callon) north of the Garrison Draw field; and

·

Callon’s simultaneous sale of a 27.5% interest in the Garrison Draw field to TRP.



The following table summarizes the acquisition date fair values of the net assets acquired, including customary purchase price adjustments:







 

 

 

Evaluated oil and natural gas properties

 

$

15,951 

Unevaluated oil and natural gas properties

 

 

17,069 

Asset retirement obligations

 

 

(8)

   Net assets acquired

 

$

33,012 



On January 18, 2016, the Company completed the acquisition of an additional 4.9% working interest (3.7% net revenue interest) in the Casselman-Bohannon fields for an aggregate cash purchase price of $10,183, including customary purchase price adjustments. The following table summarizes the acquisition date fair values of the net assets acquired, including customary purchase price adjustments:







 

 

 

Evaluated oil and natural gas properties

 

$

5,527 

Unevaluated oil and natural gas properties

 

 

4,656 

   Net assets acquired

 

$

10,183 



Subsequent event



On October 20, 2016, the Company completed the acquisition of 6,904 gross (5,952 net) acres primarily located in Howard County, Texas from Plymouth Petroleum, LLC and additional sellers that exercised their “tag-along” sales rights, for total cash consideration of $340,686, excluding customary purchase price adjustments (the “Plymouth Transaction”). The Company funded the cash purchase price with the net proceeds of an equity offering (see Note 10 for additional information regarding the equity offering). The Company acquired an 82% average working interest (62% average net revenue interest) in the properties acquired in the Plymouth Transaction. In September 2016, in connection with the execution of the purchase and sale agreement for the Plymouth Transaction, the Company paid a deposit in the amount of $32,700 to a third party escrow agent, which was recorded as Acquisition deposit on the balance sheet as of September 30, 2016.