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ACQUISITIONS | 9 Months Ended
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Sep. 30, 2022
Business Combination and Asset Acquisition [Abstract] |
ACQUISITIONS | 2. ACQUISITIONS On July 27, 2022, the Company closed a purchase and sale agreement for the acquisition of properties from ETXENERGY, LLC (“ETXENERGY”). The properties are located in Henderson and Anderson Counties, Texas (the “East Texas Assets”). The properties consist of approximately 16,600 net acres, all of which is held by production and certain wells and gathering systems. The initial purchase price for the East Texas Assets was $11.9 million in cash. The effective date of the acquisition of the East Texas Assets was June 1, 2022. The Company accounted for the acquisition as an asset acquisition. SUMMARY OF AMOUNTS INCURRED FOR ASSETS ACQUIRED
|  | Amount |
|  | (in thousands) |
Amounts incurred: |  |  |  |
Cash |  | $ | 11,875 |
Value of shares issued |  |  | - |
Purchase price adjustments |  |  | (1,041 | )
Transaction costs |  |  | 57 |
Total consideration paid |  |  | 10,891 |
Suspense accounts assumed |  |  | 343 |
Asset retirement obligations assumed |  |  | 1,689 |
Total liabilities assumed |  |  | 2,032 |
Total consideration paid and liabilities assumed |  | $ | 12,923 |
Allocation to acquired assets: |  |  |  |
Proved oil and gas properties |  | $ | 12,923 |
On January 5, 2022 (the “Closing Date”), the Company closed the acquisitions (the “Acquisition”) contemplated by three separate Purchase and Sale Agreements (the “Purchase Agreements” and the “Closing”), entered into by the Company on October 4, 2021, with each of (a) Lubbock Energy Partners LLC (“Lubbock”); (b) Banner Oil & Gas, LLC, Woodford Petroleum, LLC and Llano Energy LLC (collectively, “Banner”), and (c) Synergy Offshore LLC (“Synergy”, and collectively with Lubbock and Banner, (the “Sellers”). Pursuant to the Purchase Agreements, the Company acquired certain oil and gas properties from the Sellers, representing a diversified portfolio of primarily operated, producing, oil-weighted assets located across the Rockies, West Texas, Eagle Ford, and Mid-Continent. The acquisition also included certain wells, contracts, technical data, records, personal property and hydrocarbons associated with the acquired assets (collectively with the oil and gas properties acquired, the “Acquired Assets”). The Company accounted for the acquisition of the Acquired Assets as an asset acquisition. The purchase price for the Acquired Assets was (a) $125,000 in cash and 6,568,828 shares of our common stock, as to Lubbock; (b) $1,000,000 in cash, the assumption of $3.3 million of debt, and 6,790,524 shares of common stock, as well as the novation of certain hedges which had a mark to market loss of approximately $3.1 million as of the Closing Date, as to Banner; and (c) $125,000 in cash and 6,546,384 shares of common stock, as to Synergy. The aggregate purchase price under all the Purchase Agreements was $67.4 million, representing $1.25 million in cash, the value of 19,905,736 shares of our common stock on the Closing Date of $64.7 million and purchase price adjustments on the Closing Date of $1.4 million. In addition, we assumed various liabilities, including the repayment of $3.3 million in debt, as well as a derivative liability from the novation of the hedges discussed above of $3.1 million, suspense accounts and asset retirement obligations. SUMMARY OF AMOUNTS INCURRED FOR ASSETS ACQUIRED
|  | Amount |
|  | (in thousands) |
Amounts incurred: |  |  |  |
Cash |  | $ | 1,250 |
Value of 19,905,736 shares issued |  |  | 64,694 |
Purchase price adjustments |  |  | 1,497 |
Transaction costs |  |  | 1,267 |
Total consideration paid |  |  | 68,708 |
Debt assumed |  |  | 3,347 |
Commodity derivative liabilities assumed |  |  | 3,152 |
Suspense accounts assumed |  |  | 1,276 |
Employee obligations assumed |  |  | 100 |
Asset retirement obligations assumed |  |  | 9,855 |
Deferred tax liabilities |  |  | 2,460 |
Total liabilities assumed |  |  | 20,190 |
Total consideration paid and liabilities assumed |  | $ | 88,898 |
Allocation to acquired assets: |  |  |  |
Proved oil and gas properties |  |  | 87,278 |
Oil inventory in tanks |  |  | 1,286 |
Vehicles |  |  | 165 |
Deposit account |  |  | 169 |
Total allocation to acquired assets |  | $ | 88,898 |
Liberty County, Texas Acquisition On May 3, 2022, the Company acquired operated oil and gas producing properties in Liberty County, Texas, adjacent to its existing assets in the area, for $1.0 million in an all-cash transaction. The effective date of the transaction was April 1, 2022. The assets include approximately 1,022 acres, which are 100% held by production, a gas pipeline and associated infrastructure. In addition, the Company assumed suspense accounts of $0.2 million and asset retirement obligations of $0.5 million. The Company accounted for the acquisition as an asset acquisition.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI https://asc.fasb.org/topic&trid=2303972 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 5 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=128092470&loc=d3e4946-128472 + Details
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