v3.25.2
Acquisitions and Divestitures
 6 Months Ended
Jun. 30, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Acquisitions and Divestitures Acquisitions and Divestitures
Acquisitions
XTO Acquisition
On March 25, 2025, the Company entered into an Equity Interest Purchase Agreement (“XTO EIPA”), pursuant to which the Company would acquire certain oil and gas assets located in Oklahoma, Kansas and Wyoming, for consideration of $60.0 million in cash, subject to certain customary purchase price adjustments (the “XTO Acquisition”). The Company plans to finalize all such adjustments and complete the purchase price allocation in 2025 based on terms of the XTO EIPA. The Company does not expect post-closing adjustments to be material and they would primarily affect the value of proved oil and gas properties.
The transaction closed on April 30, 2025. This purchase was accounted for as a business combination, under the acquisition method, as the Company obtained control of a business by obtaining the legal right to use and develop the oil and natural gas properties included in the XTO EIPA, as well as additional oil and gas related assets that can be used to enhance the value of the business. The table below reflects the fair value estimates of the assets acquired and liabilities assumed as of the acquisition date. See Note 8 for additional information regarding fair value measurements. Below is a reconciliation of the assets acquired and liabilities assumed (in thousands):
XTO Acquisition
Consideration transferred:
Cash consideration$77,893 
Total acquisition consideration$77,893 
Assets acquired:
Proved oil and natural gas properties$65,530 
Accounts receivable – joint interest2,344 
Other property and equipment6,417 
Other assets9,576 
Total assets to be acquired83,867 
Liabilities assumed:
Revenue suspense1,354 
Accrued liabilities444 
Asset retirement obligations4,176 
Total liabilities assumed5,974 
Net assets acquired$77,893 
Flycatcher Acquisition
On December 20, 2024, the Company entered into a Purchase and Sale Agreement (the “Flycatcher PSA”) to purchase certain oil and gas assets near our recently acquired oil and gas assets located in the Ardmore Basin of Oklahoma for consideration of $29.8 million in cash, subject to certain customary purchase price adjustments (the “Flycatcher Acquisition”). The Company plans to finalize all such adjustments and complete the purchase price allocation in 2025 based on terms of the Flycatcher PSA. The Company does not expect post-closing adjustments to be material and they would primarily affect the value of proved oil and gas properties.
The transaction closed on January 31, 2025 and the Company borrowed $23.0 million on the Revolving Credit Agreement to fund the Flycatcher Acquisition. This purchase was accounted for as an asset acquisition as substantially all of the fair value of acquired assets could be allocated to a single identified asset group of proved oil and natural gas properties. The table below reflects the preliminary fair value estimates of the assets acquired and liabilities assumed as of the acquisition
date. See Note 8 for additional information regarding fair value measurements. Below is a reconciliation of the assets acquired and liabilities assumed (in thousands):
Flycatcher Acquisition
Consideration transferred:
Cash consideration$24,141 
Capitalized transaction costs182 
Less: purchase price adjustment receivable— 
Total acquisition consideration$24,323 
Assets acquired:
Proved oil and natural gas properties$26,566 
Other assets8 
Total assets to be acquired26,574 
Liabilities assumed:
Revenue suspense2,217 
Asset retirement obligations34 
Total liabilities assumed2,251 
Net assets acquired$24,323 
Ardmore Basin Acquisition
On August 26, 2024, the Company entered into a Consent Agreement with the purchaser under a Purchase and Sale Agreement (the “Ardmore Basin PSA”) to acquire oil and gas properties in the Ardmore Basin of Oklahoma for consideration of approximately $98.0 million in cash, subject to certain customary purchase price adjustments (the “Ardmore Basin Acquisition”).
The transaction closed on October 1, 2024. This purchase was accounted for as an asset acquisition as substantially all of the fair value of acquired assets could be allocated to a single identified asset group of proved oil and natural gas properties. The table below reflects the fair value estimates of the assets acquired and liabilities assumed as of the acquisition date. See Note 8 for additional information regarding fair value measurements. Below is a reconciliation of the assets acquired and liabilities assumed (in thousands):
InitialFinal
Ardmore Basin AcquisitionAdjustmentsArdmore Basin Acquisition
Consideration transferred:
Cash consideration$78,317 $(2,966)(a)$75,351 
Capitalized transaction costs1,295 49 (a)1,344 
Less: purchase price adjustment receivable(2,735)2,735 (a)— 
Total acquisition consideration$76,877 $(182)$76,695 
Assets acquired:
Proved oil and natural gas properties$85,663 $(269)(a)$85,394 
Other assets13 — 13 
Total assets to be acquired85,676 (269)85,407 
Liabilities assumed:
Revenue suspense8,636 (87)(a)8,549 
Asset retirement obligations163 — 163 
Total liabilities assumed8,799 (87)8,712 
Net assets acquired$76,877 $(182)$76,695 
a.Adjustment reflects additional accounting data received and processed subsequent to the acquisition date. The initial purchase price allocation considered available data at the time of disclosure.
Western Kansas Acquisition
On August 9, 2024, the Company executed a purchase and sale agreement (the “Western Kansas PSA”) to purchase certain oil and gas properties in Kansas and Oklahoma for consideration of $38.0 million in cash, subject to certain customary purchase price adjustments (the “Western Kansas Acquisition”). The Company plans to finalize all such adjustments and complete the purchase price allocation in 2025 based on terms of the Western Kansas PSA. The Company does not expect post-closing adjustments to be material and they would primarily affect the value of proved oil and gas properties.
The transaction closed on September 25, 2024. This purchase was accounted for as an asset acquisition as substantially all of the fair value of acquired assets could be allocated to a single identified asset group of proved oil and natural gas properties. The table below reflects the preliminary fair value estimates of the assets acquired and liabilities assumed as of
the acquisition date. See Note 8 for additional information regarding fair value measurements. Below is a reconciliation of the assets acquired and liabilities assumed (in thousands):
InitialAs of
June 30, 2025
Western Kansas AcquisitionAdjustmentsWestern Kansas Acquisition
Consideration transferred:
Cash consideration$36,657 $860 (a)$37,517 
Capitalized transaction costs— 301 (a)301 
Less: purchase price adjustment receivable— (549)(a)(549)
Total acquisition consideration$36,657 $612 $37,269 
Assets acquired:
Proved oil and natural gas properties$45,582 $698 (a)$46,280 
Other property and equipment400 — 400 
Other assets123 97 (a)220 
Total assets to be acquired46,105 795 46,900 
Liabilities assumed:
Revenue suspense333 74 (a)407 
Asset retirement obligations9,115 109 (a)9,224 
Total liabilities assumed9,448 183 9,631 
Net assets acquired$36,657 $612 $37,269 
a.Adjustment reflects additional accounting data received and processed subsequent to the acquisition date. The initial purchase price allocation considered available data at the time of disclosure.
Divestitures
On June 26, 2024 the Company executed a purchase and sale agreement to sell certain acreage not attributable to the Company’s proved developed reserves. The proceeds from the sale were approximately $38.0 million, and were applied as a credit against the full cost pool with no gain or loss recognized.