Acquisitions | Acquisitions July 2017 Acquisition On July 7, 2017, the Company acquired an unaffiliated oil and gas company’s interests in approximately 12,500 net acres of leasehold, and related producing and non-producing properties located in the DJ Basin of Colorado, along with various other related rights, permits, contracts, equipment, rights of way, gathering systems and other assets (the "July 2017 Acquisition"). Upon closing the seller received total consideration of $84.0 million in cash, subject to customary purchase price adjustments. The effective date for the July 2017 Acquisition is July 1, 2017. The acquisition provides new development opportunities in the DJ Basin. An $8.4 million deposit was made in March 2017 in conjunction with the July 2017 Acquisition, which has been reflected in the June 30, 2017 consolidated balance sheet within the cash held in escrow line item and was credited towards the purchase price at closing. June 2017 Acquisition On June 8, 2017, the Company acquired an unaffiliated oil and gas company’s interests in approximately 160 net acres of leasehold and related producing properties located in Weld County, Colorado (the “June 2017 Acquisition”). The Company paid approximately $13.4 million in cash consideration in connection with the closing of the June 2017 Acquisition. The effective date for the acquisition was January 1, 2017, with purchase price adjustments calculated as of the closing date of June 8, 2016. The acquisition increased the Company's interest in existing operated wells. The acquired producing properties contributed de minimis revenue and earnings for three and six months ended June 30, 2017 . No transaction costs related to the acquisition were incurred for the three and six months ended June 30, 2017 and 2016 . The June 2017 Acquisition was accounted for using the acquisition method under ASC 805, Business Combinations , which requires the acquired assets and liabilities to be recorded at fair value as of the acquisition date of June 8, 2017. The Company has not completed the transaction's post-closing settlement. As the post-close has not occurred, management has not had the opportunity to complete its assessment of the fair values of assets acquired and liabilities assumed. Accordingly, the below allocation will change as additional information becomes available and is assessed by the Company, and the impact of such changes may be material. The following table summarizes the preliminary purchase price and the preliminary estimated value of assets acquired and liabilities assumed (in thousands): Preliminary Purchase Price June 8, 2017 Consideration given Cash $ 13,395 Total consideration given $ 13,395 Preliminary Allocation of Purchase Price Proved oil and gas properties $ 13,495 Total fair value of oil and gas properties acquired $ 13,495 Asset retirement obligations (100 ) Fair value of net assets acquired $ 13,395 November 2016 Acquisition On November 22, 2016, the Company acquired an unaffiliated oil and gas company’s interest in approximately 9,200 net acres of leaseholds located in the DJ Basin for approximately $120.0 million , including customary closing adjustments (the “November 2016 Acquisition”). The Company also made a $41.1 million deposit in November 2016 in conjunction with November 2016 Acquisition, which has been reflected in the December 31, 2016 consolidated balance sheet within the cash held in escrow line item. The deposit was made for two additional closings of leaseholds located in the DJ Basin. The first closing occurred in January 2017 and added approximately 5,300 net acres. The second closing occurred in July 2017 and added approximately 640 net acres. October 2016 Acquisition On October 3, 2016, the Company acquired an unaffiliated oil and gas company’s interests in approximately 6,400 net acres of leasehold, and related producing and non‑producing properties located primarily in Weld County, Colorado, along with various other related rights, permits, contracts, equipment, rights of way, gathering systems and other assets (the “October 2016 Acquisition” or the “Bayswater Acquisition”). The seller received aggregate consideration of approximately $405.3 million in cash. The effective date for the acquisition was July 1, 2016, with purchase price adjustments calculated as of the closing date on October 3, 2016. The acquisition provides new development opportunities in the DJ Basin as well as increases the Company’s existing working interest, as the majority of the locations are located on acreage in which the Company already owns a majority working interest and operates. The Company incurred $2.6 million of transaction costs related to the acquisition. These transaction costs were recorded in the consolidated statements of operations within the acquisition transaction expenses line item in the third and fourth quarter of 2016. No transaction costs related to the acquisition were incurred for the three and six months ended June 30, 2017 and 2016 . The acquisition is accounted for using the acquisition method under ASC 805, Business Combinations , which requires the acquired assets and liabilities to be recorded at fair value as of the acquisition date of October 3, 2016. In February 2017, the Company completed the transaction’s post-closing settlement. The following table summarizes the purchase price and the final allocation of the fair values of assets acquired and liabilities assumed (in thousands): Purchase Price October 3, 2016 Consideration given Cash $ 405,335 Total consideration given $ 405,335 Allocation of Purchase Price Proved oil and gas properties $ 252,522 Unproved oil and gas properties 109,800 Total fair value of oil and gas properties acquired $ 362,322 Goodwill (1) $ 54,220 Working capital (7,185 ) Asset retirement obligations (4,022 ) Fair value of net assets acquired $ 405,335 Working capital acquired was estimated as follows: Accounts receivable $ 955 Revenue payable (3,012 ) Production taxes payable (4,244 ) Accrued liabilities (884 ) Total working capital $ (7,185 ) (1) Goodwill is primarily attributable to a decrease in commodity prices from the time the acquisition was negotiated to commodity prices on October 3, 2016 and the operational and financial synergies expected to be realized from the acquisition. Goodwill recognized as a result of the Bayswater Acquisition is not deductible for income tax purposes. August 2016 Acquisition On August 23, 2016, the Company acquired an unaffiliated oil and gas company’s interests in approximately 1,400 net acres of leasehold located primarily in Weld County, Colorado, along with various other related rights, permits, contracts, equipment, rights of way and other assets (the “August 2016 Acquisition”). The seller received aggregate consideration of approximately $17.5 million in cash. The effective date for the acquisition was August 31, 2016, with purchase price adjustments calculated as of the closing date of August 23, 2016. The acquisition provided new development opportunities in the DJ Basin as well as additions adjacent to the Company’s core project area. The Company incurred $0.1 million of transaction costs related to the acquisition. These transaction costs were recorded in the consolidated statements of operations within the acquisition transaction expenses line item in the third quarter of 2016. No transaction costs related to the acquisition were incurred for the three and six months ended June 30, 2017 and 2016 . The acquisition was accounted for using the acquisition method under ASC 805, Business Combinations , which requires the acquired assets and liabilities to be recorded at fair value as of the acquisition date of August 23, 2016. In March 2017, the Company completed the transaction’s post-closing settlement. The following table summarizes the purchase price and the final allocation of the fair values of assets acquired and liabilities assumed (in thousands): Purchase Price August 23, 2016 Consideration given Cash $ 17,504 Total consideration given $ 17,504 Allocation of Purchase Price Proved oil and gas properties $ 12,362 Unproved oil and gas properties 8,566 Total fair value of oil and gas properties acquired $ 20,928 Working capital $ (9 ) Asset retirement obligations (3,415 ) Fair value of net assets acquired $ 17,504 Working capital acquired was estimated as follows: Production taxes payable (9 ) Total working capital $ (9 ) Pro Forma Financial Information (Unaudited) For the three and six months ended June 30, 2016 , the following pro forma financial information represents the combined results for the Company and the properties acquired in October 2016 as if the acquisition and related financing had occurred on January 1, 2016. For purposes of the pro forma financial information, it was assumed that the October 2016 Acquisition was funded through the issuance of $260.3 million in convertible preferred securities and borrowings under the revolving credit facility. The pro forma information includes the effects of adjustments for depletion, depreciation, amortization and accretion expense of $8.7 million and $14.1 million for the three and six months ended June 30, 2016 , respectively. No pro forma adjustments were made for the effect of income taxes for the three and six months ended June 30, 2016 as the acquisitions occurred before the Corporate Reorganization. The October 2016 Acquisition was included in the historical results of the Company for the three and six months ended June 30, 2017 , therefore this acquisition has no impact on the pro forma financial information for the three and six months ended June 30, 2017. Additionally, the pro forma financial information excludes the effects the August 2016 Acquisition as these pro forma adjustments were de minimis. For the three and six months ended June 30, 2017, the following pro forma financial information represents the combined results for the Company and the properties acquired in the June 2017 Acquisition as if the acquisition had occurred on January 1, 2016. The June 2017 Acquisition has no impact on the historical results of the Company for the three and six months ended June 30, 2016. For purposes of pro forma financial information, it was assumed that the June 2017 Acquisition was funded through cash. The pro forma financial information includes the effects of adjustments for depletion, depreciation, amortization and accretion expense of $1.6 million for the three and six months ended June 30, 2017 . The pro forma financial information includes the effects of adjustments for income tax expense of $0.6 million for the three and six months ended June 30, 2017 . The following pro forma results (in thousands) do not include any cost savings or other synergies that may result from the acquisition or any estimated costs that have been or will be incurred by the Company to integrate the properties acquired. The pro forma results are not necessarily indicative of what actually would have occurred if the acquisition had been completed as of the beginning of the period, nor are they necessarily indicative of future results. Net earnings (loss) per common share is not applicable for the period prior to the Corporate Reorganization. For the Three Months Ended June 30, For the Six Months Ended June 30, 2017 2016 2017 2016 Revenues $ 121,930 $ 86,329 $ 211,569 $ 138,189 Operating expenses $ 135,090 $ 116,946 $ 252,213 $ 197,911 Net income (loss) $ 7,417 $ (119,313 ) $ 16,133 $ (167,002 ) Earnings per common share, basic and diluted $ 0.02 $ 0.05 |