Annual report pursuant to Section 13 and 15(d)

Transactions (Tables)

Transactions (Tables)

12 Months Ended

Dec. 31, 2022

The following table sets forth the Company’s final allocation of the purchase price to the assets acquired and liabilities assumed as of the acquisition date.


	Final Purchase Price Allocation
Consideration:
Fair value of the Company’s common stock issued 1	$	173,576
Less: Replacement awards attributable to post-combination compensation cost 2	(10,394)
Total consideration transferred	$	163,182

Assets:
Other current assets	$	50,044
Proved oil and gas properties	476,743
ARO asset	1,239
Corporate office building and related assets 3	11,400
Other property and equipment	2,582
Other non-current assets	37
Total assets acquired	$	542,045

Liabilities:
Current portion of long-term debt	$	24,187
Other current liabilities	66,150
Derivative liabilities 4	49,554
Asset retirement obligations	2,494
Long-term debt	236,478
Total liabilities assumed	$	378,863

Net Assets Acquired	$	163,182

__________________________________________________________________________________

1 Includes the fair value of the replacement equity awards to the extent services were provided by employees of Lonestar prior to closing of $4.5 million. See Note 16 for additional information about the replacement equity awards.

2 Represents the fair value of the replacement equity awards considered post-combination services. See Note 16 for further details.

3 As of December 31, 2021, these assets met the held for sale criteria and were classified as Assets held for sale on the respective consolidated balance sheet.

4 Immediately following the Lonestar Acquisition, we paid approximately $50 million to restructure certain of Lonestar’s derivatives which were novated or terminated. We reset the majority of the swaps to reflect then current market pricing.

Pro Forma Information

The pro forma consolidated statements of operations data has been included for comparative purposes only and is not necessarily indicative of the results that might have occurred had the Lonestar Acquisition taken place on January 1, 2020 and is not intended to be a projection of future results.


	December 31,
	2021		2020
Total revenues	$	729,026	$	389,495
Net income (loss) attributable to Class A common shareholders	$	74,355	$	(321,951)

Expenses Related to Acquisition

The following table summarizes expenses related to the Lonestar Acquisition incurred for the year ended December 31, 2021:


	Year Ended December 31, 2021
Bank, legal and consulting fees	$	9,856
Employee severance and related costs	7,563
Replacement awards stock-based compensation costs	10,394
Integration and rebranding costs	1,746
Total acquisition-related expenses	$	29,559

Reconciliation of Initial Investment and CV of NCI

The following table reconciles the initial investment by Juniper and the carrying value of their Noncontrolling interest as of the Juniper Closing Date (after post-closing adjustments):


Cash contribution	$	150,000
Issue costs paid for Noncontrolling interest securities	(3,758)
Transaction costs paid on behalf of Noncontrolling interest	(5,543)
Fair value of Rocky Creek oil and gas properties contributed	38,561
Revenues received attributable to contributed properties	1,160
Suspense revenues attributable to the contributed properties	(146)
Asset retirement obligations of the contributed properties	(14)
Fair value of capital contributions	180,260
Income tax adjustment attributable to the Juniper Transactions	(708)
Total shareholders’ equity prior to the Juniper Closing Date	205,558
	$	385,110
Juniper voting power through Series A Preferred Stock	59.6		%
Noncontrolling interest as of the Juniper Closing Date	$	229,620