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Acquisitions
9 Months Ended
Sep. 30, 2019
Business Combinations [Abstract]  
Acquisitions

Note 4—Acquisitions

Eclipse Resources-PA, LP Acquisition

On January 18, 2018, Eclipse Resources-PA, LP, a wholly owned subsidiary of the Company, completed its acquisition of certain oil and gas leases, one producing well and other oil and gas rights and interests covering approximately 44,500 net acres located in Tioga and Potter Counties, Pennsylvania, from Travis Peak Resources, LLC for an aggregate adjusted purchase price of $90 million, which was paid entirely with approximately 2.5 million shares of the Company’s common stock (the “Flat Castle Acquisition”).  The transaction was accounted for as an asset acquisition.  Approximately $86 million of the purchase price was allocated to unproved oil and natural gas properties and approximately $4 million was allocated to proved oil and gas properties associated with the producing well acquired.  In addition, the Company capitalized approximately $1 million of transaction costs related to the acquisition.  

During the year ended December 31, 2018, the Company assigned its option to purchase all of the outstanding equity interests of Cardinal NE Holdings, LLC (“Cardinal”), a wholly owned subsidiary of Cardinal Midstream II, LLC, which owns midstream infrastructure with associated gathering rights on acreage in the Indian Castle and Flat Creek Shales, to a third party.  The third party exercised its option to purchase all of the outstanding equity interests of Cardinal in July 2018.

Merger with Blue Ridge Mountain Resources

On February 28, 2019, the Company completed its business combination transaction with Blue Ridge Mountain Resources, Inc. (“BRMR”) pursuant to that certain Agreement and Plan of Merger, dated as of August 25, 2018 and amended as of January 7, 2019 (the “Merger Agreement”), by and among the Company, Everest Merger Sub Inc. (“Merger Sub”), a Delaware corporation and a wholly owned subsidiary of the Company, and BRMR. Pursuant to the Merger Agreement, Merger Sub merged with and into BRMR with BRMR continuing as the surviving corporation and a wholly owned subsidiary of the Company (the “BRMR Merger”).

As a result of the BRMR Merger, each share of common stock, par value $0.01 per share, of BRMR issued and outstanding immediately prior to the effective time of the BRMR Merger (the “Effective Time”), excluding certain Excluded Shares (as such term is defined in the Merger Agreement), was converted into the right to receive from the Company 0.29506 of a validly issued, fully-paid, and nonassessable share of common stock, par value $0.01 per share, of the Company. The exchange ratio reflects an adjustment to account for the 15-to-1 reverse stock split (See Note 13— Net Income (Loss) Per Share). Former stockholders of BRMR received cash for any fractional shares of the Company’s common stock to which they might otherwise have been entitled as a result of the BRMR Merger. In addition, upon completion of the BRMR Merger, all shares of BRMR restricted stock and all BRMR restricted stock units and performance interest awards were converted into the right to receive shares of common stock of the Company or cash, in each case as specified in the Merger Agreement. 

The following table summarizes the preliminary purchase price allocation and the values of assets acquired and liabilities assumed (in thousands):

 

Purchase Price

 

February 28, 2019

 

Fair value of the Company's common stock issued

 

$

263,487

 

Fair value of BRMR share-based and other compensation

 

 

12,272

 

Total Fair Value of Consideration

 

$

275,759

 

 

 

 

 

 

Cash and cash equivalents

 

 

12,894

 

Accounts receivable

 

 

25,884

 

Assets held for sale - current

 

 

2,296

 

Other current assets

 

 

1,702

 

Unproved properties

 

 

84,742

 

Proved oil and gas properties

 

 

218,866

 

Other property and equipment

 

 

7,059

 

Other assets

 

 

2,461

 

Operating lease right-of-use asset

 

 

7,900

 

Assets held for sale - long-term

 

 

8,505

 

Total assets acquired

 

$

372,309

 

Accounts payable

 

 

(16,571

)

Accrued capital expenditures

 

 

(5,807

)

Accrued liabilities

 

 

(31,619

)

Operating lease liability - current

 

 

(1,977

)

Liabilities associated with assets held for sale - current

 

 

(7,683

)

Asset retirement obligations

 

 

(20,188

)

Operating lease liability - noncurrent

 

 

(5,923

)

Liabilities associated with assets held for sale - long-term

 

 

(6,782

)

Total liabilities assumed

 

$

(96,550

)

 

 

 

 

 

Net identifiable assets

 

$

275,759

 

 

The fair value measurements of oil and natural gas properties and asset retirement obligations are based on inputs that are not observable in the market and therefore represent Level 3 inputs.  The fair values of proved oil and natural gas properties and asset retirement obligations were measured using valuation techniques that convert future cash flows to a single discounted amount.  Significant inputs to the valuation of oil and natural gas properties included estimates of: (i) recoverable reserves; (ii) production rates; (iii) future operating and development costs; (iv) future commodity prices; and (v) a market-based weighed average cost of capital rate.  The fair value of unproved properties was determined using a market approach utilizing recent transactions of a similar nature in the same basin.  These inputs required significant judgements and estimates by management at the time of the valuation and are the most sensitive to possible future changes.

The following unaudited pro forma financial information represents the combined results for the Company as though the BRMR Merger had been completed on January 1, 2018.  The pro forma combined financial information has been included for comparative purposes and is not necessarily indicative of the results that might have actually occurred had the BRMR Merger taken place on January 1, 2018; furthermore, the financial information is not intended to be a projection of future results.

 

 

 

For the Three Months Ended

September 30,

 

 

For the Nine Months Ended

September 30,

 

(in thousands, except per share data) (unaudited)

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Pro forma total revenues

 

$

163,294

 

 

$

176,925

 

 

$

502,989

 

 

$

451,761

 

Pro forma net income (loss)

 

$

8,220

 

 

$

10,127

 

 

$

26,638

 

 

$

(30,160

)

Pro forma net income (loss) per share (basic and diluted)

 

$

0.23

 

 

$

0.28

 

 

$

0.75

 

 

$

(0.85

)