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4. INVESTMENT IN PINNACLE GAS RESOURCES, INC.
THE PINNACLE TRANSACTION
On June 23, 2003, pursuant to a Subscription
and Contribution Agreement by and among the Company and its wholly-owned
subsidiary, CCBM, Inc. ("CCBM"), Rocky Mountain Gas, Inc. ("RMG")
and the Credit Suisse First Boston Private Equity entities, named
therein (the "CSFB Parties"), CCBM and RMG contributed their respective
interests, having a estimated fair value of approximately $7.5 million
each, in (1) leases in the Clearmont, Kirby, Arvada and Bobcat project
areas and (2) oil and natural gas reserves in the Bobcat project
area to a newly formed entity, Pinnacle Gas Resources, Inc., a Delaware
corporation ("Pinnacle"). In exchange for the contribution of these
assets, CCBM and RMG each received 37.5% of the common stock of
Pinnacle ("Pinnacle Common Stock") as of the closing date and options
to purchase Pinnacle Common Stock ("Pinnacle Stock Options"). CCBM
no longer has a drilling obligation in connection with the oil and
natural gas leases contributed to Pinnacle.
Simultaneously with the contribution of
these assets, the CSFB Parties contributed approximately $17.6 million
of cash to Pinnacle in return for the Redeemable Preferred Stock
of Pinnacle ("Pinnacle Preferred Stock"), 25% of the Pinnacle Common
Stock as of the closing date and warrants to purchase Pinnacle Common
Stock ("Pinnacle Warrants"). The CSFB Parties also agreed to contribute
additional cash, under certain circumstances, of up to approximately
$11.8 million to Pinnacle to fund future drilling, development and
acquisitions. The CSFB Parties currently have greater than 50% of
the voting power of the Pinnacle capital stock through their ownership
of Pinnacle Common Stock and Pinnacle Preferred Stock.
Immediately following the contribution
and funding, Pinnacle used approximately $6.2 million of the proceeds
from the funding to acquire an approximate 50% working interest
in existing leases and acreage prospective for coalbed methane development
in the Powder River Basin of Wyoming from Gastar Exploration, Ltd.
Pinnacle also agreed to fund up to $14.9 million of future drilling
and development costs on these properties on behalf of Gastar prior
to December 31, 2005. The drilling and development work will be
done under the terms of an earn-in joint venture agreement between
Pinnacle and Gastar. The majority of these leases are part of, or
adjacent to, the Bobcat project area. All of CCBM and RMG's interests
in the Bobcat project area, the only producing coalbed methane property
owned by CCBM prior to the transaction, were contributed to Pinnacle.
Prior to and in connection with its contribution
of assets to Pinnacle, CCBM paid RMG approximately $1.8 million
in cash as part of its outstanding purchase obligation on the coalbed
methane property interests CCBM previously acquired from RMG. As
of June 30, 2003, approximately $1.1 million remaining balance of
CCBM's obligation to RMG is scheduled to be paid in monthly installments
of approximately $52,805 through November 2004 and a balloon payment
on December 31, 2004. The RMG note is secured solely by CCBM's interests
in the remaining oil and natural gas leases in Wyoming and Montana.
In connection with the Company's investment in Pinnacle, the Company
received a reduction in the principal amount of the RMG note of
approximately $1.5 million and relinquished the right to receive
certain revenues related to the properties contributed to Pinnacle.
CCBM continues its coalbed methane business
activities and, in addition to its interest in Pinnacle, owns direct
interests in acreage in coalbed methane properties in the Castle
Rock project area in Montana and the Oyster Ridge project area in
Wyoming, which were not contributed to Pinnacle. CCBM and RMG will
continue to conduct exploration and development activities on these
properties as well as pursue other potential acquisitions. Other
than indirectly through Pinnacle, CCBM currently has no proved reserves
of, and is no longer receiving revenue from, coalbed methane gas.
As of December 31, 2003, on a fully diluted
basis, assuming that all parties exercised their Pinnacle Warrants
and Pinnacle Stock Options, the CSFB Parties, CCBM and RMG would
have ownership interests of approximately 46.2%, 26.9% and 26.9%,
respectively. In March 2004, the CSFB Parties contributed additional
funds of $11.8 million into Pinnacle to continue funding the 2004
development program which will increase their ownership to 66.7%
on a fully diluted basis should CCBM and RMG each elect not to exercise
their available options. Assuming that CCBM and RMG exercise their
Pinnacle Stock Options, the CSFB parties' ownership interest in
Pinnacle would be 54.6% and CCBM and RMG each would own 22.7% on
a fully diluted basis.
For accounting purposes, the transaction
was treated as a reclassification of a portion of CCBM's investments
in the contributed properties. The property contribution made by
CCBM to Pinnacle is intended to be treated as a tax-deferred exchange
as constituted by property transfers under section 351(a) of the
Internal Revenue Code of 1986, as amended.
The reclassification of investments in
contributed properties resulting from the transaction with Pinnacle
are reflected in accordance with the full cost method of accounting
in the Company's balance sheet included in this Form 10-K for the
year ended December 31, 2003.
F-18
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