XML 46 R25.htm IDEA: XBRL DOCUMENT

ACQUISITIONS AND DIVESTITURES (Tables)

12 Months Ended

Dec. 31, 2018

Summary of the consideration paid for acquisition and the estimated values of assets acquired and liabilities assumed

The following table summarizes the consideration paid to acquire the Pecos County Assets, as well as the estimated values of assets acquired and liabilities assumed as of the acquisition date (in thousands):


Cash consideration paid to Samson at closing (1)	$	703,865
Less: Post-effective closing date adjustments (2)		(4,677)
Final consideration transferred	$	699,188
Plus: Estimated Fair Value of Liabilities Assumed:
Current liabilities	$	839
Asset retirement obligations		2,116
Amount attributable to liabilites assumed		2,955
Total purchase price plus liabilities assumed	$	702,143
Estimated Fair Value of Assets Acquired:
Evaluated oil and natural gas properties (3)(4)	$	188,275
Unevaluated oil and natural gas properties (3)(4)		487,489
Gas gathering and other operating assets (5)		26,379
Amount attributable to assets acquired	$	702,143

(1) Represents amount of cash consideration, adjusted for customary closing items, for the purchase of the Pecos County Assets funded by the issuance of approximately $400.1 million of new 8% automatically convertible preferred stock and borrowings under the Senior Credit Agreement.

(2) In accordance with the purchase agreement, the effective date of the acquisition was November 1, 2016 and therefore revenues, expenses and related capital expenditures from November 1, 2016 through February 28, 2017, the closing date of the Pecos County Acquisition, have been reflected as adjustments to the purchase price consideration.

(3) In estimating the fair value of the Pecos County Assets’ oil and natural gas properties, the Company used an income approach. For purposes of estimating the fair value of the proved, probable and possible reserves, an income approach was used which estimated fair value based on the anticipated cash flows associated with the Pecos County Assets’ estimated reserves risked by reserve category and discounted using a weighted average cost of capital rate of 10.0% for proved reserves and 12.0% for probable and possible reserves. The proved reserve locations were limited to wells expected to be drilled in the Company’s five-year development plan. This estimation includes the use of unobservable inputs, such as estimated future production, oil and natural gas revenues and expenses. The use of these unobservable inputs results in the fair value estimate of the Pecos County Assets being classified as Level 3.

(4) Weighted average commodity prices utilized in the determination of the fair value of oil and natural gas properties were $76.10 per barrel of oil, $4.14 per Mcf of natural gas and $29.48 per barrel of oil equivalent of natural gas liquids, after adjustment for transportation fees and regional price differentials. Base pricing was derived from an average of forward strip prices and research analysts’ estimated prices.

(5) In estimating the fair value of the Pecos County Assets’ other operating property and equipment, the Company used a combination of the cost and market approaches. A market approach was relied upon to value the land, heavy equipment and vehicles, and in this valuation approach, recent transactions of similar assets were utilized to determine the value from a market participant perspective. For the remaining other operating assets, a cost approach was used. The estimation of fair value under the cost approach was based on current replacement costs of the assets, less depreciation based on the estimated economic useful lives of the assets and age of the assets.

Schedule of pro forma financial information

Amounts included in the table below are rounded to thousands, except per share amounts.


	Successor				Predecessor
			Period from		Period from
			September 10, 2016		January 1, 2016
	Year ended		through		through
	December 31, 2017		December 31, 2016		September 9, 2016
	(Unaudited)		(Unaudited)		(Unaudited)
Revenue	$	385,867	$	166,499	$	288,902
Net income (loss)		542,724		(475,580)		16,513
Net income (loss) available to common stockholders		494,717		(476,371)		(28,239)
Pro forma net income (loss) per share of common stock:
Basic	$	3.73	$	(5.22)	$	(0.23)
Diluted	$	3.70	$	(5.22)	$	(0.23)