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Acquisitions
12 Months Ended
Dec. 31, 2011
Acquisitions [Abstract]  
Acquisitions

6. Acquisitions

Asset Acquisitions — During the fourth quarter of 2010, the Company acquired approximately 16,700 net acres of land in Roosevelt County, Montana and approximately 10,000 net leasehold acres primarily located in Richland County, Montana for $52.3 million and $30.1 million, respectively. This acreage is part of our West Williston project area. Based on the FASB's relative authoritative guidance, neither acquisition qualified as a business combination. The Company did not have any significant asset acquisitions for the year ended December 31, 2011.

Kerogen Acquisition — On June 15, 2009, the Company acquired interests in certain oil and gas properties primarily in the East Nesson area of the Williston Basin from Kerogen Resources, Inc. (the "Kerogen Acquisition Properties") for $27.1 million. In addition to acquiring the interests in the East Nesson project area, the Company also acquired non-operated interests in the Sanish project area.

The Kerogen acquisition qualified as a business combination, and as such, the Company estimated the fair value of these properties as of the June 15, 2009 acquisition date. The fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). Fair value measurements also utilize assumptions of market participants. The Company used a discounted cash flow model and made market assumptions as to future commodity prices, projections of estimated quantities of oil and natural gas reserves, expectations for timing and amount of future development and operating costs, projections of future rates of production, expected recovery rates and risk adjusted discount rates. These assumptions represent Level 3 inputs, as further discussed in Note 3 — Fair Value Measurements.

 

The Company estimated the fair value of the Kerogen Acquisition Properties to be approximately $27.1 million, which the Company considered to be representative of the price paid by a typical market participant. This measurement resulted in no goodwill or bargain purchase being recognized. The acquisition related costs were insignificant.

The following table summarizes the consideration paid for the Kerogen Acquisition Properties and the fair value of the assets acquired and liabilities assumed as of June 15, 2009.

 

September 30,

Consideration given to Kerogen Resources, Inc. (in thousands):

    

Cash

     $ 27,087   

Recognized amounts of identifiable assets acquired and liabilities assumed:

    

Proved developed properties

     $ 25,178   

Proved undeveloped properties

       1,647   

Unproved lease acquisition costs

       360   

Seismic costs

       667   

Asset retirement obligations

       (765
    

 

 

 

Total identifiable net assets

     $ 27,087   
    

 

 

 

Summarized below are the consolidated results of operations for the year ended December 31, 2009, on an unaudited pro forma basis, as if the acquisition had occurred on January 1 of that year. The unaudited pro forma financial information was derived from the historical consolidated statement of operations of the Company and the statement of revenues and direct operating expenses for the Kerogen Acquisition Properties, which were derived from the historical accounting records of the seller. The unaudited pro forma financial information does not purport to be indicative of results of operations that would have occurred had the transaction occurred on the basis assumed above, nor is such information indicative of the Company's expected future results of operations.

 

September 30, September 30,
       Year Ended  
       December 31, 2009  
       Actual      Pro Forma  
       (In thousands)  
       Unaudited  

Kerogen Acquisition Properties:

       

Revenues

     $ 37,755       $ 41,999   

Net Loss

     $ (15,209    $ (15,461

Fidelity Acquisition — On September 30, 2009, the Company acquired additional interests in the East Nesson project area of the Williston Basin from Fidelity Exploration and Production Company (the "Fidelity Acquisition Properties") for $10.7 million.

The Fidelity acquisition qualified as a business combination, and as such, the Company estimated the fair value of these properties as of the September 30, 2009 acquisition date. The Company used a discounted cash flow model and made market assumptions as to future commodity prices, projections of estimated quantities of oil and natural gas reserves, expectations for timing and amount of future development and operating costs, projections of future rates of production, expected recovery rates and risk adjusted discount rates. These assumptions represent Level 3 inputs, as further discussed in Note 3 — Fair Value Measurements.

The Company estimated the fair value of the Fidelity Acquisition Properties to be approximately $10.7 million, which the Company considered to be representative of the price paid by a typical market participant. This measurement resulted in no goodwill or bargain purchase being recognized. The acquisition related costs were insignificant.

The following table summarizes the consideration paid for the Fidelity Acquisition Properties and the fair value of the assets acquired and liabilities assumed as of September 30, 2009.

 

September 30,

Consideration given to Fidelity Exploration and Production Company (in thousands):

    

Cash

     $ 10,681   

Recognized amounts of identifiable assets acquired and liabilities assumed:

    

Proved developed properties

     $ 4,668   

Proved undeveloped properties

       2,415   

Unproved lease acquisition costs

       3,450   

Seismic costs

       667   

Asset retirement obligations

       (519
    

 

 

 

Total identifiable net assets

     $ 10,681   
    

 

 

 

 

Summarized below are the consolidated results of operations for the year ended December 31, 2009, on an unaudited pro forma basis as if the acquisition had occurred on January 1 of that year. The pro forma financial information was derived from the historical consolidated statement of operations of the Company and the statement of revenues and direct operating expenses for the Fidelity Acquisition Properties, which were derived from the historical accounting records of the seller. The unaudited pro forma financial information does not purport to be indicative of results of operations that would have occurred had the transaction occurred on the basis assumed above, nor is such information indicative of the Company's expected future results of operations.

 

September 30, September 30,
       Year Ended  
       December 31, 2009  
       Actual      Pro Forma  
       (In thousands)  
       Unaudited  

Fidelity Acquisition Properties:

       

Revenues

     $ 37,755       $ 40,934   

Net Loss

     $ (15,209    $ (15,872