QEP Resources, Inc.

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SEC Filings

10-Q
QEP RESOURCES, INC. filed this Form 10-Q on 11/07/2018
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Note 3 – Acquisitions and Divestitures

Acquisitions

During the nine months ended September 30, 2018, QEP acquired various oil and gas properties, which primarily included proved and unproved leasehold acreage in the Permian Basin for an aggregate purchase price of $48.3 million, subject to post-closing purchase price adjustments. Of the $48.3 million, $37.6 million was related to acquisitions from various entities that owned additional oil and gas interests in certain properties included in the 2017 acquisition of oil and gas properties in the Permian Basin (the 2017 Permian Basin Acquisition) on substantially the same terms and conditions as the 2017 Permian Basin Acquisition in the fourth quarter of 2017.

During the nine months ended September 30, 2017, QEP acquired various oil and gas properties, which primarily included proved and unproved leasehold acreage and additional surface acreage in the Permian Basin, for an aggregate purchase price of $94.5 million. In conjunction with these acquisitions, the Company recorded $5.3 million of goodwill, which was subsequently impaired in 2017.

Divestitures

In February 2018, QEP's Board of Directors unanimously approved certain strategic and financial initiatives (Strategic Initiatives) including plans to market its assets in the Williston Basin, the Uinta Basin and Haynesville/Cotton Valley and focus its activities in the Permian Basin. As of September 30, 2018, the Company closed the sale of its Uinta Basin assets and continued to engage in discussions with potential buyers for its Williston Basin and Haynesville/Cotton Valley assets. Assets are considered held for sale once it is deemed unlikely that there will be any significant changes to QEP's divestiture plan, which QEP believes is generally upon the execution of purchase and sale agreements (refer to Note 13 – Subsequent Event for an update on the Williston Basin assets).

Uinta Basin Divestiture

In early September 2018, QEP sold its natural gas and oil producing properties, undeveloped acreage and related assets located in the Uinta Basin for net cash proceeds of $153.0 million, subject to post-closing purchase price adjustments (the Uinta Basin Divestiture). Pursuant to signing a purchase and sale agreement for the Uinta Basin Divestiture, QEP recorded $402.8 million of proved and unproved properties impairment during the nine months ended September 30, 2018 (refer to Note 1 – Basis of Presentation for more information). In addition, QEP recorded $5.5 million of estimated restructuring costs related to this divestiture during the nine months ended September 30, 2018, included in "Net gain (loss) from asset sales, inclusive of restructuring costs" on the Condensed Consolidated Statements of Operations (refer to Note 8 – Restructuring for more information).

QEP accounted for revenues and expenses related to the Uinta Basin, including the pre-tax loss on sale of $12.4 million, during the three and nine months ended September 30, 2018, as income from continuing operations on the Condensed Consolidated Statements of Operations because the Uinta Basin Divestiture did not cause a strategic shift for the Company and as a result, did not qualify as discontinued operations under ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. For the three and nine months ended September 30, 2018, QEP recorded net loss before income taxes related to the divested Uinta Basin properties of $4.4 million and $419.3 million, respectively, which both include the pre-tax loss on sale of $12.4 million. The net loss before income taxes for the nine months ended September 30, 2018 was primarily due to an impairment charge on proved and unproved properties of $402.8 million recognized as a result of signing the purchase and sale agreement. For the three and nine months ended September 30, 2017, QEP recorded a net loss before income taxes related to the divested Uinta properties of $4.3 million and $12.8 million, respectively.

Pinedale Divestiture

In September 2017, QEP sold its assets in Pinedale (the Pinedale Divestiture), for net cash proceeds of $718.2 million. For the nine months ended September 30, 2018, QEP recorded a pre-tax gain on sale of $1.2 million, due to additional post-closing purchase price adjustments, which were recorded within "Net gain (loss) from asset sales, inclusive of restructuring costs" on the Condensed Consolidated Statements of Operations. For the three and nine months ended September 30, 2017, QEP had net income before income taxes related to the divested Pinedale properties of $208.2 million and $251.2 million, respectively.

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