See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
N
ote 1. Organization and Basis of Presentation
General
When referring to Amplify Energy Corp. (formerly known as Memorial Production Partners LP and also referred to as “Successor,” “Reorganized Memorial,” “Amplify Energy,” or the “Company”), the intent is to refer to Amplify Energy, a newly formed Delaware corporation, and its consolidated subsidiaries as a whole or on an individual basis, depending on the context in which the statements are made. Amplify Energy is the successor reporting company of Memorial Production Partners LP (“MEMP”) pursuant to Rule 15d-5 of the Securities Exchange Act of 1934, as amended. When referring to the “Predecessor” or the “Company” in reference to the period prior to the emergence from bankruptcy, the intent is to refer to MEMP, the predecessor that was dissolved following the effective date of the Plan (as defined below) and resolution of all outstanding claims, and its consolidated subsidiaries as a whole or on an individual basis, depending on the context in which the statements are made.
We operate in one reportable segment engaged in the acquisition, exploitation, development and production of oil and natural gas properties. Our management evaluates performance based on one reportable business segment as the economic environments are not different within the operation of our oil and natural gas properties. Our assets consist primarily of producing oil and natural gas properties and are located in Texas, Louisiana, Wyoming and offshore Southern California. Most of our oil and natural gas properties are located in large, mature oil and natural gas reservoirs. The Company’s properties consist primarily of operated and non-operated working interests in producing and undeveloped leasehold acreage and working interests in identified producing wells.
Unless the context requires otherwise, references to: (i) “our Predecessor’s general partner” and “MEMP GP” refer to Memorial Production Partners GP LLC, our Predecessor’s general partner and wholly-owned subsidiary; (ii) “Memorial Resource” refers collectively to Memorial Resource Development Corp., the former owner of our Predecessor’s general partner, and its subsidiaries; (iii) “the Funds” refers collectively to Natural Gas Partners VIII, L.P., Natural Gas Partners IX, L.P. and NGP IX Offshore Holdings, L.P., which collectively control MRD Holdco LLC; (iv) “OLLC” refers to Amplify Energy Operating LLC, formerly known as Memorial Production Operating LLC, our wholly-owned subsidiary through which we operate our properties; (v) “Finance Corp.” refers to Memorial Production Finance Corporation, our Predecessor’s wholly-owned subsidiary, whose activities were limited to co-issuing our debt securities and engaging in other activities incidental thereto; and (vi) “NGP” refers to Natural Gas Partners.
On April 27, 2016, we entered into an agreement pursuant to which the Predecessor agreed to acquire, among other things, all of the equity interests in our Predecessor’s general partner, MEMP GP, from Memorial Resource (the “MEMP GP Acquisition”) for cash consideration of approximately $0.8 million. MEMP GP held an approximate 0.1% general partner interest and 50% of the incentive distribution rights ("IDRs") in us. In conjunction with the MEMP GP Acquisition, on April 27, 2016, we also entered into an agreement with an NGP affiliate pursuant to which we agreed to acquire the other 50% of the IDRs. The acquisition was accounted for as an equity transaction and no gain or loss was recognized as a result of the acquisition.
In connection with the closing of the transactions on June 1, 2016, our Predecessor’s partnership agreement was amended and restated to, among other things, (i) convert the 0.1% general partner interest in the Predecessor held by MEMP GP into a non-economic general partner interest, (ii) cancel the IDRs, and (iii) provide that the limited partners of the Predecessor will have the ability to elect the members of MEMP GP’s board of directors. In addition, we terminated the omnibus agreement under which Memorial Resource provided management, administrative and operations personnel to us and our Predecessor’s general partner, and we entered into a transition services agreement with Memorial Resource to manage certain post-closing separation costs and activities. See Note 12 and Note 13 for additional information regarding the MEMP GP Acquisition and the transition services agreement.
Basis of Presentation
Our unaudited condensed consolidated financial statements included herein have been prepared pursuant to the rules and guidelines of the Securities and Exchange Commission (the “SEC”). Our results of operations for the three months ended March 31, 2017 are not necessarily indicative of results expected for the full year. In our opinion, the accompanying unaudited condensed consolidated financial statements include all adjustments of a normal recurring nature necessary for fair presentation. Although we believe the disclosures in these financial statements are adequate and make the information presented not misleading, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to the rules and regulations of the SEC.
The inclusion of MEMP GP in our consolidated financial statements was effective June 1, 2016 due to the MEMP GP Acquisition. All material intercompany transactions and balances have been eliminated in preparation of our consolidated financial statements.
12
AMPLIFY ENERGY CORP. (FORMERLY KNOWN AS MEMORIAL PRODUCTION PARTNERS LP)
(DEBTOR-IN-POSSESSION)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Bankruptcy Accounting
On January 16, 2017, MEMP and certain of its subsidiaries (collectively with MEMP, the “Debtors”) filed voluntary petitions (the cases commenced thereby, the “Chapter 11 proceedings”) under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code” or “Chapter 11”) in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “Bankruptcy Court”).
During the Chapter 11 proceedings, the Debtors operated their businesses as “debtors-in-possession” under the Bankruptcy Code. The unaudited condensed consolidated financial statements have been prepared as if the Company is a going concern and reflect the application of Accounting Standards Codification 852 “Reorganizations.” This guidance requires that the financial statements, for the periods subsequent to the Chapter 11 proceedings, distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business. In addition, the guidance provides for changes in the accounting for and presentation of liabilities. See Note 2 for additional information related to the Chapter 11 proceedings.
Use of Estimates
The preparation of the accompanying unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Significant estimates include, but are not limited to, oil and natural gas reserves; depreciation, depletion, and amortization of proved oil and natural gas properties; future cash flows from oil and natural gas properties; impairment of long-lived assets; fair value of derivatives; fair value of equity compensation; fair values of assets acquired and liabilities assumed in business combinations and asset retirement obligations.
Note 2. Chapter 11 Proceedings, Liquidity and Ability to Continue as a Going Concern
Chapter 11 Proceedings
On January 16, 2017 (the “Petition Date”), the Debtors filed voluntary petitions under the Bankruptcy Code in the Bankruptcy Court to pursue a Joint Chapter 11 Plan of Reorganization for the Debtors. The Debtors’ Chapter 11 proceedings were jointly administered under the caption
In re Memorial Production Partners LP, et al.
(Case No. 17-30262). The Bankruptcy Court granted all of the first day motions filed by the Debtors, which were designed primarily to minimize the impact of the Chapter 11 proceedings on the Company’s operations, customers and employees. The Debtors operated their businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. The Debtors continued their operations without interruption during the pendency of the Chapter 11 proceedings.
The commencement of the Chapter 11 proceedings resulted in the acceleration of our revolving credit facility, dated as of December 14, 2011 (as the context may require, as amended, supplemented or otherwise modified, the “revolving credit facility”), and the indentures governing the 7.625% senior notes due May 2021 (“2021 Senior Notes”) and 6.875% senior notes due August 2022 (“2022 Senior Notes” and collectively, the “Notes”). Under the Bankruptcy Code, the creditors under these debt agreements were automatically stayed from taking any action against MEMP as a result of an event of default.
On April 14, 2017, the Bankruptcy Court entered an order (the “Confirmation Order”) approving the Second Amended Joint Plan of Reorganization of Memorial Production Partners LP and its affiliated Debtors, dated April 13, 2017 (as amended and supplemented, the “Plan”). On May 4, 2017 (the “Effective Date”), the Debtors satisfied the conditions to effectiveness of the Plan, the Plan became effective in accordance with its terms and the Company emerged from bankruptcy. Although the Company is no longer a debtor-in-possession, the Company was a debtor-in-possession for part of the quarter ended March 31, 2017 and through May 3, 2017, the date immediately prior to the Effective Date. As such, certain aspects of the Chapter 11 proceedings and related matters are described below in order to provide context to the Company’s financial condition and results of operations for the period presented.
13
AMPLIFY ENERGY CORP. (FORMERLY KNOWN AS MEMORIAL PRODUCTION PARTNERS LP)
(DEBTOR-IN-POSSESSION)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Plan of Reorganization
In accordance with the Plan, on the Effective Date:
|
|
•
|
The Successor issued (i) 25,000,000 new common shares (the “New Common Shares”) and (ii) warrants (the “Warrants”) to purchase up to 2,173,913 shares of the Company’s common stock exercisable for a five-year period commencing on the Effective Date entitling their holders upon exercise thereof, on a pro rata basis, to 8% of the total issued and outstanding New Common Shares (including New Common Shares issuable upon full exercise of the Warrants, but excluding any New Common Shares issuable under the Management Incentive Plan (“MIP”)), at a per share exercise price equal to the principal and accrued interest on the Notes as of December 31, 2016, divided by the number of issued and outstanding New Common Shares (including New Common Shares issuable upon exercise of the Warrants, but excluding any New Common Shares issuable under the MIP), which New Common Shares and Warrants were distributed as set forth below.
|
|
|
•
|
The holders of claims under the revolving credit facility received a full recovery, consisting of a cash paydown and their pro rata share of the $1 billion exit senior secured reserve-based revolving credit facility (the “Exit Credit Facility”), as further discussed below.
|
|
|
•
|
The Notes were cancelled and the Predecessor’s liability thereunder discharged, and the holders of the Notes received (directly or indirectly) their pro rata share of New Common Shares representing, in the aggregate, 98% of the New Common Shares on the Effective Date (subject to dilution by the MIP and the New Common Shares issuable upon exercise of the Warrants). Additionally, the holders of the Notes received their pro rata share of a $24.6 million cash distribution.
|
|
|
•
|
The Predecessor common units were cancelled, and each common unitholder received its pro rata share of: (i) 2% of the New Common Shares, (ii) the Warrants, and (iii) cash in an aggregate amount of approximately $1.3 million.
|
|
|
•
|
The holders of administrative expense claims, priority tax claims, other priority claims and general unsecured creditors of the Predecessor will receive in exchange for their claims payment in full in cash or otherwise have their rights unimpaired under Title 11 of the United States Code.
|
|
|
•
|
The Successor entered into a stockholders agreement (the “Stockholders Agreement”) with certain parties in which the Successor agreed to, at the direction of such stockholders, use commercially reasonable efforts to effect the sale of their New Common Shares.
|
|
|
•
|
The Successor entered into a registration rights agreement (the “Registration Rights Agreement”) with certain parties in which the Successor agreed to, among other things, file a registration statement with the SEC within 90 days of the receipt of a request from the stockholders party thereto covering the offer and resale of the New Common Shares held by such stockholders.
|
|
|
•
|
The Company’s MIP became effective, in which an aggregate of 2,322,404 shares of the Company’s common stock are available for grant pursuant to awards under the MIP.
|
|
|
•
|
The terms of the Predecessor’s general partner’s board of directors automatically expired on the Effective Date. The Successor formed a new seven-member board of directors consisting of the President & Chief Executive Officer, one director of the Predecessor, and five new members designated by certain parties of the Noteholder PSA.
|
Exit Credit Facility
On May 4, 2017, Amplify Energy Operating LLC, as borrower (the “Borrower”), entered into the Amended and Restated Credit Agreement (the “Credit Agreement” or the “Exit Credit Facility”) among Amplify Acquisitionco Inc., a Delaware corporation (“Acquisitionco”), as parent guarantor, the lenders from time to time party thereto and Wells Fargo Bank, National Association, as Administrative Agent. Pursuant to the Credit Agreement the lenders party thereto agreed to provide the Borrower with a $1 billion exit senior secured reserve-based revolving credit facility (the “Exit Facility” and the loans thereunder, the “Loans”). The aggregate principal amount of Loans outstanding under the Credit Agreement as of the Effective Date was $430 million.
The terms and conditions under the Credit Agreement include (but are not limited to) the following:
|
|
•
|
a borrowing base is approximately $490.0 million
(which borrowing base amount will be reduced by
$2.5 million each month until the next scheduled redetermination of the borrowing base to occur in November 2017);
|
|
|
•
|
a maturity date of March 19, 2021 for the Exit Credit Facility;
|
|
|
•
|
the Loans shall bear interest at a rate per annum equal to (i) the alternative base rate plus an applicable margin of 2.00% to 3.00% or (ii) adjusted LIBOR plus an applicable margin of 3.00% to 4.00%, in each case based on the borrowing base utilization percentage under the Exit Credit Facility;
|
14
AMPLIFY ENERGY CORP. (FORMERLY KNOWN AS MEMORIAL PRODUCTION PARTNERS LP)
(DEBTOR-IN-POSSESSION)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|
|
•
|
the unused commitments under the Exit Credit Facility will accrue a commitment fee of 0.50%, payable quarterly in arrears;
|
|
|
•
|
the obligations under the Credit Agreement are guaranteed by Acquisitionco and substantially all of the Borrower’s subsidiaries (the “Guarantors”), subject to limited exceptions, and secured on a first-priority basis by substantially all of the Borrower’s and the Guarantors’ assets, including, without limitation, liens on at least 95% of the total value of the Borrower’s and the Guarantors’ oil and gas properties, a non-recourse pledge by the Company of the capital stock of Acquisitionco, a pledge by Acquisitionco of the capital stock of the Borrower and pledges of stock of all other direct and indirect subsidiaries of the Borrower, subject to certain limited exceptions; and
|
|
|
•
|
certain financial covenants, including the maintenance of (i) an interest coverage ratio not to exceed 2.50 to 1.00, determined as of the last day of each fiscal quarter for the four fiscal-quarter period then ending, commencing with the fiscal quarter ending September 30, 2017, (ii) a current ratio, determined as of the last day of each fiscal quarter for the four fiscal-quarter period then ending, commencing with the fiscal quarter ending September 30, 2017, of not less than 1.00 to 1.00 and (iii) a total leverage ratio, determined as of the last day of each fiscal quarter for the four fiscal-quarter period then ending, commencing with the fiscal quarter ending September 30, 2017, of less than or equal to 4.00 to 1.00.
|
|
|
•
|
The Credit Agreement also contains certain events of default, including, without limitation: non-payment; breaches of representations and warranties; non-compliance with covenants or other agreements; cross-default to material indebtedness; judgments; change of control; and voluntary and involuntary bankruptcy.
|
The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Credit Agreement filed as Exhibit 10.4 to this Quarterly Report on Form 10-Q and incorporated into this Note 2 by reference.
Plan Support Agreements
On December 22, 2016, the Predecessor entered into a Plan Support Agreement (“Noteholder PSA”) with certain holders of the Notes, as well as reached an agreement-in-principle with the administrative agent under our revolving credit facility on the terms of a financial restructuring. Under the terms of the Noteholder PSA, the financial restructuring would be effected through the Plan.
A summary of the Noteholder PSA is set forth in our Current Report on Form 8-K filed with the SEC on December 23, 2016 and our 2016 Form 10-K. On March 25, 2017, the requisite noteholders, pursuant to the Plan, elected to receive the approximately $24.6 million cash distribution in accordance with the Plan.
On January 13, 2017, the Predecessor entered into a Plan Support Agreement (the “RBL PSA”) with lenders holding 100% of the loans under our revolving credit facility. The RBL PSA was entered into on terms substantially similar to those of the Noteholder PSA. In addition, among other things, the RBL PSA provided that (i) the consenting lenders (as defined in the RBL PSA) may terminate the RBL PSA upon the termination of the Noteholder PSA or if there is an amendment to the Noteholder PSA that is, or would reasonably be expected to be, adverse to the administrative agent under our revolving credit facility or the consenting lenders and (ii) each of the Debtors agreed to not file a voluntary petition for relief under Chapter 11 of the Bankruptcy Code until the Debtors terminated certain swap agreements identified in the RBL PSA and used the net proceeds thereof to repay outstanding amounts under the revolving credit facility.
A summary of the RBL PSA is set forth in our Current Report on Form 8-K filed with the SEC on January 17, 2017 and in our 2016 Form 10-K.
Effect of Filing on Creditors and Unitholders
Subject to certain exceptions, under the Bankruptcy Code, the filing of bankruptcy petitions automatically stayed the continuation of most judicial or administrative proceedings or filing of other actions against the Debtors or their property to recover, collect or secure a claim arising prior to the Petition Date. Absent an order of the Bankruptcy Court, substantially all of the Debtors’ pre-petition liabilities were subject to settlement under the Bankruptcy Code. Although the filing of bankruptcy petitions triggered defaults on the Debtors’ debt obligations, creditors were stayed from taking any actions against the Debtors as a result of such defaults, subject to certain limited exceptions permitted by the Bankruptcy Code. The Company did not record interest expense on the Notes for the period from January 17, 2017 through March 31, 2017. For that period, unrecorded contractual interest was approximately $16.7 million.
Under the Bankruptcy Code, unless creditors agree otherwise, pre-petition liabilities and post-petition liabilities must be satisfied in full before the holders of the Predecessor’s existing common units are entitled to receive any settlement or retain any property under a plan of reorganization. On the Effective Date, creditors and unitholders received the distributions detailed above under “Chapter 11 Proceedings — Plan of Reorganization.”
15
AMPLIFY ENERGY CORP. (FORMERLY KNOWN AS MEMORIAL PRODUCTION PARTNERS LP)
(DEBTOR-IN-POSSESSION)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Liabilities Subject to Compromise
Liabilities subject to compromise represent liabilities incurred prior to the Petition Date which are affected by the Chapter 11 proceedings. These amounts represent the Debtors’ allowed claims and its best estimate of claims expected to be allowed which will be resolved as part of the Chapter 11 proceedings. The difference between the liabilities the Company has estimated and the claims filed, or to be filed, will be investigated and resolved in connection with the claims resolution process. The Company will continue to evaluate these liabilities throughout the Chapter 11 proceedings and adjust amounts as necessary. Such adjustments may be material.
The following table summarizes the components of liabilities subject to compromise included on the accompanying unaudited condensed consolidated balance sheet at the date indicated (in thousands):
|
|
March 31, 2017
|
|
|
Accounts payable
|
$
|
1,257
|
|
|
Accrued interest payable
|
|
49,796
|
|
|
Debt
|
|
1,111,252
|
|
|
Liabilities subject to compromise
|
$
|
1,162,305
|
|
Reorganization Items, Net
The Company has incurred and is expected to continue to incur significant costs associated with the reorganization. These costs, which are expensed as incurred, are expected to significantly affect the Company’s results of operations. Reorganization items, net represent costs and income directly associated with the Chapter 11 proceedings since the Petition Date.
The following table summarizes the components of reorganization items, net included in the accompanying unaudited condensed statements of consolidated operations (in thousands):
|
|
For the Three Months Ended
|
|
|
|
March 31, 2017
|
|
|
Legal and other professional advisory fees
|
$
|
7,585
|
|
|
Other
|
|
68
|
|
|
Reorganization items, net
|
$
|
7,653
|
|
Fresh Start Accounting
Upon emergence from Chapter 11 proceedings on May 4, 2017, we adopted fresh start accounting as required by GAAP. We meet the requirements of fresh start accounting which include: (i) the holders of the voting common units of the Predecessor prior to the Effective Date received less than 50% of the voting shares of the Company and (ii) the reorganization value of our assets immediately prior to confirmation of the Plan was less than the post-petition liabilities and allowed claims. Adopting fresh-start accounting resulted in a new financial reporting entity with no beginning or ending retained earnings or deficit balances as of the fresh-start reporting date. Upon the adoption of fresh-start accounting, our assets and liabilities will be recorded at their fair values as of the fresh-start reporting date. Our adoption of fresh-start accounting may materially affect our results of operations following the fresh-start reporting date, as we have a new basis in our assets and liabilities.
Liquidity and Ability to Continue as a Going Concern
Continued low commodity prices during 2016 resulted in significantly lower levels of cash flow from operating activities and limited the Company’s ability to access the capital markets. Low commodity prices also adversely impacted our redeterminations of our borrowing base under our revolving credit facility during 2016. On January 13, 2017, we monetized certain hedge positions and used a portion of the cash proceeds to repay outstanding borrowings under our revolving credit facility and kept the remaining portion as cash on hand for general partnership purposes. In connection with the hedge monetization, our borrowing base under our revolving credit facility was reduced from $530.7 million at December 31, 2016 to $457.2 million, with outstanding borrowings totaling $454.8 million. The reduced borrowing base had a significant negative impact on the Company’s liquidity and ability to remain in compliance with certain financial covenants.
In 2016, in order to decrease the Company’s level of indebtedness and maintain the Company’s liquidity at levels sufficient to meet its commitments, the Company undertook a number of actions, including divesting certain non-core assets, minimizing capital expenditures and further reducing its recurring operating expenses. Despite taking these actions, the Company did not have sufficient liquidity to satisfy its debt service obligations, meet other financial obligations and comply with its debt covenants. As a result, the Debtors filed bankruptcy petitions under Chapter 11 of the Bankruptcy Code on January 16, 2017.
16
AMPLIFY ENERGY CORP. (FORMERLY KNOWN AS MEMORIAL PRODUCTION PARTNERS LP)
(DEBTOR-IN-POSSESSION)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The Debtors’ Chapter 11 proceedings accelerated the Predecessor’s obligations under its revolving credit fac
ility, 2021 Senior Notes and 2022 Senior Notes. In addition, various other defaults existed prior to the filing of the bankruptcy petitions, including: (i) failure to pay the interest payment on the 2021 Senior Notes, which constituted a default and event
of default under our revolving credit facility, (ii) our inability to comply with certain financial covenants contained in our revolving credit facility, (iii) the effect of the default and cross default provisions in the indenture governing the Notes, and
(iv) the receipt of a going concern explanatory paragraph from the Company’s independent registered public accounting firm on the Company’s consolidated financial statements for the year ended December 31, 2016.
The significant risks and uncertainties related to the Company’s liquidity and Chapter 11 proceedings described above raise substantial doubt about the Company’s ability to continue as a going concern. The unaudited condensed consolidated financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets, and satisfaction of liabilities and commitments in the normal course of business. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of the going concern uncertainty. If the Company cannot continue as a going concern, adjustments to the carrying values and classification of its assets and liabilities and the reported amounts of income and expenses could be required and could be material.
On May 4, 2017, the Company emerged from bankruptcy and entered into an Exit Credit Facility with an initial borrowing base of $490.0 million. Refer to the Exit Credit Facility discussion noted above for additional information.
Note 3. Summary of Significant Accounting Policies
A discussion of our significant accounting policies and estimates is included in our 2016 Form 10-K.
Accrued Liabilities
Current accrued liabilities consisted of the following at the dates indicated (in thousands):
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2017
|
|
|
2016
|
|
|
Accrued lease operating expense
|
$
|
7,860
|
|
|
$
|
10,411
|
|
|
Accrued general and administrative expenses
|
|
5,745
|
|
|
|
3,040
|
|
|
Accrued capital expenditures
|
|
2,738
|
|
|
|
1,826
|
|
|
Accrued reorganization items, net
|
|
2,414
|
|
|
|
—
|
|
|
Accrued ad valorem tax
|
|
969
|
|
|
|
977
|
|
|
Asset retirement obligation
|
|
789
|
|
|
|
789
|
|
|
Accrued interest payable (1)
|
|
53
|
|
|
|
46,417
|
|
|
Other
|
|
1,750
|
|
|
|
1,775
|
|
|
Accrued liabilities
|
$
|
22,318
|
|
|
$
|
65,235
|
|
|
|
(1)
|
As a result of the Chapter 11 proceedings, the accrued interest related to the Notes has been reclassified from accrued interest payable to liabilities subject to compromise at March 31, 2017. See Note 2 for additional information.
|
Supplemental Cash Flows
Supplemental cash flows for the periods presented (in thousands):
|
|
For the Three Months Ended
|
|
|
|
March 31,
|
|
|
|
2017
|
|
|
2016
|
|
|
Supplemental cash flows:
|
|
|
|
|
|
|
|
|
Cash paid for interest, net of amounts capitalized
|
$
|
4,777
|
|
|
$
|
22,793
|
|
|
Cash paid for reorganization items, net
|
|
3,887
|
|
|
|
—
|
|
|
Noncash investing and financing activities:
|
|
|
|
|
|
|
|
|
Increase (decrease) in capital expenditures in payables and accrued liabilities
|
|
912
|
|
|
|
1,875
|
|
|
Asset retirement obligation removal related to divestitures
|
|
—
|
|
|
|
(451
|
)
|
17
AMPLIFY ENERGY CORP. (FORMERLY KNOWN AS MEMORIAL PRODUCTION PARTNERS LP)
(DEBTOR-IN-POSSESSION)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
New Accounting Pronouncements
Definition of a Business.
In January 2017, the Financial Accounting Standards Board (“FASB”) issued an accounting standards update to clarify the definition of a business. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The amendments are intended to help companies and other organizations evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments provide a more robust framework to use in determining when a set of assets and activities is a business. The amendments are effective for annual periods beginning after December 15, 2017, including interim periods within those periods. Early adoption is permitted and the guidance is to be applied on a prospective basis to purchases or disposals of a business or an asset. The Company is currently assessing the impact the adoption of this new guidance will have on our consolidated financial statements and related disclosures.
Statement of Cash Flows – Restricted Cash a consensus of the FASB Emerging Issues Task Force.
In November 2016, the FASB issued an accounting standards update to clarify the guidance on the classification and presentation of restricted cash in the statement of cash flows. The changes in restricted cash and restricted cash equivalents that result from the transfers between cash, cash equivalents, and restricted cash and restricted cash equivalents should not be presented as cash flow activities in the statement of cash flows. The new guidance is effective for reporting periods beginning after December 15, 2017 and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The new guidance requires transition under a retrospective approach for each period presented. The Company is currently assessing the impact the adoption of this new guidance will have on our consolidated financial statements and related disclosures.
Statement of Cash Flows – Classification of Certain Cash Receipts and Cash Payments.
In August 2016, the FASB issued an accounting standards update to address eight specific cash flow issues with the objective of reducing the current and potential future diversity in practice. The new guidance is effective for reporting periods beginning after December 15, 2017 and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The new guidance requires transition under a retrospective approach for each period presented. If it is impracticable to apply the amendments retrospectively for some of the issues, the amendments for those issues would be applied prospectively as of the earliest date practicable. The Company is currently assessing the impact the adoption of this new guidance will have on our consolidated financial statements and related disclosures.
Leases.
In February 2016, the FASB issued a revision to lease accounting guidance. The FASB retained a dual model, requiring leases to be classified as either direct financing or operating leases. The classification will be based on criteria that are similar to the current lease accounting treatment. The revised guidance requires lessees to recognize a right-of-use asset and lease liability for all leasing transactions regardless of classification. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. The amendments are effective for financial statements issued for annual periods beginning after December 15, 2018 and interim periods within those fiscal years. Early adoption is permitted for all entities as of the beginning of an interim or annual reporting period.
The Company is the lessee under various agreements for office space, compressors, equipment, and surface rentals that are currently accounted for as operating leases. As a result, these new rules will increase reported assets and liabilities. The Company will not early adopt this standard. The Company will apply the revised lease rules for our interim and annual reporting periods starting January 1, 2019 using a modified retrospective approach, including several optional practical expedients related to leases commenced before the effective date. The Company is currently evaluating the impact of these rules on its financial statements and has started the assessment process by evaluating the population of leases under the revised definition. The quantitative impacts of the new standard are dependent on the leases in force at the time of adoption. As a result, the evaluation of the effect of the new standards will extend over future periods.
Revenue from Contracts with Customers
. In May 2014, the FASB issued guidance regarding the accounting for revenue from contracts with customers. This standard includes a five-step revenue recognition model to depict the transfer of goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. Among other things, the standard also eliminates industry-specific revenue guidance and requires enhanced disclosures related to the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The guidance is effective for interim and annual reporting periods starting January 1, 2018, and early adoption is permitted. The Company will not early adopt the standard and plans to use a modified retrospective approach upon adoption with the cumulative effect of initial application recognized at the date of initial application subject to certain additional disclosures. The Company is currently evaluating its revenue streams and contracts under the revised standard to determine the impact it is expected to have on the consolidated financial statements and related disclosures.
18
AMPLIFY ENERGY CORP. (FORMERLY KNOWN AS MEMORIAL PRODUCTION PARTNERS LP)
(DEBTOR-IN-POSSESSION)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Other accounting standards that have been issued by the FASB or other standards-setting bodies are not expected to have a material impact on the Company’s financial position, results of
operations and cash flows.
N
ote 4. Acquisitions and Divestitures
Related Party Acquisitions
See Note 12 for further information regarding related party acquisitions that have been accounted for as transactions between entities under common control that impact the basis of presentation for the periods presented.
Acquisition and Divestiture Related Expenses
Acquisition and divestiture related expenses for both related party and third party transactions are included in general and administrative expenses in the accompanying unaudited condensed statements of consolidated operations for the periods indicated below (in thousands):
|
For the Three Months Ended
|
|
|
March 31,
|
|
|
2017
|
|
|
2016
|
|
|
$
|
—
|
|
|
$
|
86
|
|
Acquisitions and Divestitures
There were no material acquisitions or divestitures during the three months ended March 31, 2017.
On July 14, 2016, we closed a transaction to divest certain assets located in Colorado and Wyoming (the “Rockies Divestiture”) to a third party for total proceeds of approximately $16.4 million, including final post-closing adjustments. This disposition did not qualify as a discontinued operation.
On June 14, 2016, we closed a transaction to divest certain assets located in the Permian Basin (the “Permian Divestiture”) to a third party for a total purchase price of approximately $36.7 million including estimated post-closing adjustments. This disposition did not qualify as a discontinued operation.
The income (loss) before income taxes, including the associated (gain) loss on sale of properties, related to the Permian Divestiture and Rockies Divestiture which is included in the accompanying unaudited condensed statements of consolidated operations of the Company, is as follows (in thousands):
|
|
For the Three Months Ended
|
|
|
|
March 31, 2016
|
|
|
Permian Divestiture
|
$
|
2,020
|
|
|
Rockies Divestiture
|
|
1,761
|
|
Note 5. Fair Value Measurements of Financial Instruments
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at a specified measurement date. Fair value estimates are based on either (i) actual market data or (ii) assumptions that other market participants would use in pricing an asset or liability, including estimates of risk. A three-tier hierarchy has been established that classifies fair value amounts recognized or disclosed in the financial statements. The hierarchy considers fair value amounts based on observable inputs (Levels 1 and 2) to be more reliable and predictable than those based primarily on unobservable inputs (Level 3). All of the derivative instruments reflected on the accompanying unaudited condensed consolidated balance sheets were considered Level 2.
The carrying values of accounts receivables, accounts payables (including accrued liabilities), restricted investments and amounts outstanding under long-term debt agreements with variable rates included in the accompanying unaudited condensed consolidated balance sheets approximated fair value at March 31, 2017 and December 31, 2016. The fair value estimates are based upon observable market data and are classified within Level 2 of the fair value hierarchy. These assets and liabilities are not presented in the following tables. See Note 8 for the estimated fair value of our outstanding fixed-rate debt.
19
AMPLIFY ENERGY CORP. (FORMERLY KNOWN AS MEMORIAL PRODUCTION PARTNERS LP)
(DEBTOR-IN-POSSESSION)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The fair market values of the derivative financial instruments reflected on the accompanying unaudited condensed consolidated balance sheets as of March 31, 2017 and December 31, 2016 were based on estimated forward commodity prices. Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement in its entirety. The significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels.
The following table presents the gross derivative assets and liabilities that are measured at fair value on a recurring basis at March 31, 2017 and December 31, 2016 for each of the fair value hierarchy levels:
|
|
Fair Value Measurements at March 31, 2017 Using
|
|
|
|
Quoted Prices in
|
|
|
Significant Other
|
|
|
Significant
|
|
|
|
|
|
|
|
Active Market
|
|
|
Observable Inputs
|
|
|
Unobservable Inputs
|
|
|
|
|
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
|
Fair Value
|
|
|
|
(In thousands)
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commodity derivatives
|
$
|
—
|
|
|
$
|
91,630
|
|
|
$
|
—
|
|
|
$
|
91,630
|
|
|
Total assets
|
$
|
—
|
|
|
$
|
91,630
|
|
|
$
|
—
|
|
|
$
|
91,630
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commodity derivatives
|
$
|
—
|
|
|
$
|
14,266
|
|
|
$
|
—
|
|
|
$
|
14,266
|
|
|
Total liabilities
|
$
|
—
|
|
|
$
|
14,266
|
|
|
$
|
—
|
|
|
$
|
14,266
|
|
|
|
Fair Value Measurements at December 31, 2016 Using
|
|
|
|
Quoted Prices in
|
|
|
Significant Other
|
|
|
Significant
|
|
|
|
|
|
|
|
Active Market
|
|
|
Observable Inputs
|
|
|
Unobservable Inputs
|
|
|
|
|
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
|
Fair Value
|
|
|
|
(In thousands)
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commodity derivatives
|
$
|
—
|
|
|
$
|
189,851
|
|
|
$
|
—
|
|
|
$
|
189,851
|
|
|
Total assets
|
$
|
—
|
|
|
$
|
189,851
|
|
|
$
|
—
|
|
|
$
|
189,851
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commodity derivatives
|
$
|
—
|
|
|
$
|
17,757
|
|
|
$
|
—
|
|
|
$
|
17,757
|
|
|
Total liabilities
|
$
|
—
|
|
|
$
|
17,757
|
|
|
$
|
—
|
|
|
$
|
17,757
|
|
See Note 6 for additional information regarding our derivative instruments.
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
Certain assets and liabilities are reported at fair value on a nonrecurring basis as reflected on the accompanying unaudited condensed consolidated balance sheets. The following methods and assumptions are used to estimate the fair values:
|
|
•
|
The fair value of asset retirement obligations (“AROs”) is based on discounted cash flow projections using numerous estimates, assumptions and judgments regarding factors such as the existence of a legal obligation for an ARO; amounts and timing of settlements; the credit-adjusted risk-free rate; and inflation rates. See Note 7 for a summary of changes in AROs.
|
|
|
•
|
If sufficient market data is not available, the determination of the fair values of proved and unproved properties acquired in transactions accounted for as business combinations are prepared by utilizing estimates of discounted cash flow projections. The factors to determine fair value include, but are not limited to, estimates of: (i) economic reserves; (ii) future operating and development costs; (iii) future commodity prices; and (iv) a market-based weighted average cost of capital.
|
|
|
•
|
Proved oil and natural gas properties are reviewed for impairment when events and circumstances indicate a possible decline in the recoverability of the carrying value of such properties. The factors used to determine fair value include, but are not limited to, estimates of proved reserves, estimates of probable reserves, future commodity prices, the timing of future production and capital expenditures and a discount rate commensurate with the risk reflective of the lives remaining for the respective oil and natural gas properties.
|
20
AMPLIFY ENERGY CORP. (FORMERLY KNOWN AS MEMORIAL PRODUCTION PARTNERS LP)
(DEBTOR-IN-POSSESSION)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|
|
•
|
No
impairments were recognized during the three months ended March 31, 2017. During the three months ended March 31, 2016, we recognized approximately $8.
3 million of impairments related to certain properties located in East Texas. The estimated future cash flows expected from these properties were compared to their carrying values and determined to be unrecoverable primarily as a result of declining commod
ity prices. As a result of the impairments, the carrying value of these properties was reduced to approximately $11.0 million.
|
Note 6. Risk Management and Derivative Instruments
Derivative instruments are utilized to manage exposure to commodity price and interest rate fluctuations and achieve a more predictable cash flow in connection with natural gas and oil sales from production and borrowing related activities. These instruments limit exposure to declines in prices or increases in interest rates, but also limit the benefits that would be realized if prices increase or interest rates decrease.
Certain inherent business risks are associated with commodity and interest derivative contracts, including market risk and credit risk. Market risk is the risk that the price of natural gas or oil will change, either favorably or unfavorably, in response to changing market conditions. Credit risk is the risk of loss from nonperformance by the counterparty to a contract. It is our policy to enter into derivative contracts, including interest rate swaps, only with creditworthy counterparties, which generally are financial institutions, deemed by management as competent and competitive market makers. Some of the lenders, or certain of their affiliates, under our credit agreement are counterparties to our derivative contracts. While collateral is generally not required to be posted by counterparties, credit risk associated with derivative instruments is minimized by limiting exposure to any single counterparty and entering into derivative instruments only with creditworthy counterparties that are generally large financial institutions. Additionally, master netting agreements are used to mitigate risk of loss due to default with counterparties on derivative instruments. We have also entered into International Swaps and Derivatives Association Master Agreements (“ISDA Agreements”) with each of our counterparties. The terms of the ISDA Agreements provide us and each of our counterparties with rights of set-off upon the occurrence of defined acts of default by either us or our counterparty to a derivative, whereby the party not in default may set-off all liabilities owed to the defaulting party against all net derivative asset receivables from the defaulting party. At March 31, 2017, after taking into effect netting arrangements, we had no counterparty exposure related to our derivative instruments. As a result, had all counterparties failed completely to perform according to the terms of the existing contracts, we would have had the right to offset $77.4 million against amounts outstanding under our revolving credit facility at March 31, 2017. See Note 8 for additional information regarding our revolving credit facility.
Commodity Derivatives
We may use a combination of commodi
ty derivatives (e.g., floating-for-fixed swaps, put options, and costless collars) to manage exposure to commodity price volatility. We recognize all derivative instruments at fair value.
In January 2017, in connection with our restructuring efforts, we monetized $94.1 million in commodity hedges and used a portion of the proceeds to reduce the amounts outstanding under our revolving credit facility and kept the remaining portion as cash on hand for general partnership purposes.
21
AMPLIFY ENERGY CORP. (FORMERLY KNOWN AS MEMORIAL PRODUCTION PARTNERS LP)
(DEBTOR-IN-POSSESSION)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
We enter into natural gas d
erivative contracts that are indexed to NYMEX-Henry Hub. We also enter into oil derivative contracts indexed to either NYMEX-WTI, or Inter-Continental Exchange (“ICE”) Brent. Our NGL derivative contracts are primarily indexed to OPIS Mont Belvieu. At March
31, 2017, we had the following open commodity positions:
|
|
Remaining
|
|
|
|
|
|
|
|
2017
|
|
|
2018
|
|
|
Natural Gas Derivative Contracts:
|
|
|
|
|
|
|
|
|
Fixed price swap contracts:
|
|
|
|
|
|
|
|
|
Average Monthly Volume (MMBtu)
|
|
1,295,000
|
|
|
|
1,102,000
|
|
|
Weighted-average fixed price
|
$
|
3.96
|
|
|
$
|
3.91
|
|
|
|
|
|
|
|
|
|
|
|
Crude Oil Derivative Contracts:
|
|
|
|
|
|
|
|
|
Fixed price swap contracts:
|
|
|
|
|
|
|
|
|
Average Monthly Volume (Bbls)
|
|
130,000
|
|
|
|
122,000
|
|
|
Weighted-average fixed price
|
$
|
71.53
|
|
|
$
|
75.69
|
|
|
|
|
|
|
|
|
|
|
|
Collar contracts:
|
|
|
|
|
|
|
|
|
Average Monthly Volume (Bbls)
|
|
10,000
|
|
|
|
—
|
|
|
Weighted-average floor price
|
$
|
45.00
|
|
|
$
|
—
|
|
|
Weighted-average ceiling price
|
$
|
54.50
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
NGL Derivative Contracts:
|
|
|
|
|
|
|
|
|
Fixed price swap contracts:
|
|
|
|
|
|
|
|
|
Average Monthly Volume (Bbls)
|
|
78,400
|
|
|
|
65,700
|
|
|
Weighted-average fixed price
|
$
|
30.29
|
|
|
$
|
24.13
|
|
Interest Rate Swaps
Periodically, we enter into interest rate swaps to mitigate exposure to market rate fluctuations by converting variable interest rates such as those in our credit agreement to fixed interest rates. From time to time we enter into offsetting positions to avoid being economically over-hedged. The Company did not have any interest rate swaps at March 31, 2017.
Balance Sheet Presentation
The following table summarizes both: (i) the gross fair value of derivative instruments by the appropriate balance sheet classification even when the derivative instruments are subject to netting arrangements and qualify for net presentation in the balance sheet and (ii) the net recorded fair value as reflected on the balance sheet at March 31, 2017 and December 31, 2016. There was no cash collateral received or pledged associated with our derivative instruments since most of the counterparties, or certain of their affiliates, to our derivative contracts are lenders under our credit agreement.
|
|
|
|
|
Asset Derivatives
|
|
|
Liability Derivatives
|
|
|
|
|
|
|
March 31,
|
|
|
December 31,
|
|
|
March 31,
|
|
|
December 31,
|
|
|
Type
|
|
Balance Sheet Location
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
(In thousands)
|
|
|
Commodity contracts
|
|
Short-term derivative instruments
|
|
$
|
56,307
|
|
|
$
|
86,335
|
|
|
$
|
13,740
|
|
|
$
|
16,871
|
|
|
Gross fair value
|
|
|
|
|
56,307
|
|
|
|
86,335
|
|
|
|
13,740
|
|
|
|
16,871
|
|
|
Netting arrangements
|
|
Short-term derivative instruments
|
|
|
(13,740
|
)
|
|
|
(16,871
|
)
|
|
|
(13,740
|
)
|
|
|
(16,871
|
)
|
|
Net recorded fair value
|
|
Short-term derivative instruments
|
|
$
|
42,567
|
|
|
$
|
69,464
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commodity contracts
|
|
Long-term derivative instruments
|
|
$
|
35,323
|
|
|
$
|
103,515
|
|
|
$
|
526
|
|
|
$
|
885
|
|
|
Gross fair value
|
|
|
|
|
35,323
|
|
|
|
103,515
|
|
|
|
526
|
|
|
|
885
|
|
|
Netting arrangements
|
|
Long-term derivative instruments
|
|
|
(526
|
)
|
|
|
(885
|
)
|
|
|
(526
|
)
|
|
|
(885
|
)
|
|
Net recorded fair value
|
|
Long-term derivative instruments
|
|
$
|
34,797
|
|
|
$
|
102,630
|
|
|
$
|
—
|
|
|
$
|
—
|
|
22
AMPLIFY ENERGY CORP. (FORMERLY KNOWN AS MEMORIAL PRODUCTION PARTNERS LP)
(DEBTOR-IN-POSSESSION)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Gains) Losses on Derivatives
We do not designate derivative instruments as hedging instruments for accounting and financial reporting purposes. Accordingly, all gains and losses, including changes in the derivative instruments’ fair values, have been recorded in the accompanying condensed statements of consolidated operations. The following table details the gains and losses related to derivative instruments for the periods indicated (in thousands):
|
|
|
|
|
For the Three Months Ended
|
|
|
|
|
Statements of
|
|
March 31,
|
|
|
|
|
Operations Location
|
|
2017
|
|
|
2016
|
|
|
Commodity derivative contracts
|
|
(Gain) loss on commodity derivatives
|
|
$
|
(10,241
|
)
|
|
$
|
(51,745
|
)
|
|
Interest rate derivatives
|
|
Interest expense, net
|
|
|
—
|
|
|
|
3,682
|
|
Note 7. Asset Retirement Obligations
The Company’s asset retirement obligations primarily relate to the Company’s portion of future plugging and abandonment costs for wells and related facilities. The following table presents the changes in the asset retirement obligations for the three months ended March 31, 2017 (in thousands):
|
Asset retirement obligations at beginning of period
|
$
|
155,702
|
|
|
Liabilities added from acquisitions or drilling
|
|
6
|
|
|
Liabilities settled
|
|
(113
|
)
|
|
Accretion expense
|
|
2,495
|
|
|
Revision of estimates
|
|
89
|
|
|
Asset retirement obligations at end of period
|
|
158,179
|
|
|
Less: Current portion
|
|
789
|
|
|
Asset retirement obligations - long-term portion
|
$
|
157,390
|
|
Note 8. Debt
The following table presents our consolidated debt obligations at the dates indicated:
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2017
|
|
|
2016
|
|
|
|
(In thousands)
|
|
|
OLLC $2.0 billion revolving credit facility, variable-rate, due March 2018 (1)
|
$
|
454,799
|
|
|
$
|
511,652
|
|
|
2021 Senior Notes, fixed-rate, due May 2021 (2) (4)
|
|
646,287
|
|
|
|
646,287
|
|
|
2022 Senior Notes, fixed-rate, due August 2022 (3) (4)
|
|
464,965
|
|
|
|
464,965
|
|
|
Total debt
|
|
1,566,051
|
|
|
|
1,622,904
|
|
|
Less: current portion of long-term debt (5)
|
|
(454,799
|
)
|
|
|
(1,622,904
|
)
|
|
Less: Amounts reclassified to liabilities subject to compromise (6)
|
|
(1,111,252
|
)
|
|
|
—
|
|
|
Long-term debt
|
$
|
—
|
|
|
$
|
—
|
|
|
|
(1)
|
The carrying amount of our revolving credit facility approximates fair value because the interest rates are variable and reflective of market rates.
|
|
|
|
(2)
|
The estimated fair value of our 2021 Senior Notes was $245.6 million and $314.3 million at March 31, 2017 and December 31, 2016, respectively.
|
|
|
|
(3)
|
The estimated fair value of our 2022 Senior Notes was $167.5 million and $223.2 million at March 31, 2017 and December 31, 2016, respectively.
|
|
|
|
(4)
|
The estimated fair value is based on quoted market prices and is classified as Level 2 within the fair value hierarchy.
|
|
|
|
(5)
|
Due to the existing and anticipated financial covenant violations, the borrowings under the revolving credit facility are classified as current at March 31, 2017. Due to the existing and anticipated financial covenant violations, the borrowings under the revolving credit facility and the Notes were classified as current at December 31, 2016.
|
|
|
|
(6)
|
As a result of the Chapter 11 proceedings, the Notes were reclassified to liabilities subject to compromise on the unaudited condensed consolidated balance sheet at March 31, 2017. See Note 2 for additional information.
|
|
23
AMPLIFY ENERGY CORP. (FORMERLY KNOWN AS MEMORIAL PRODUCTION PARTNERS LP)
(DEBTOR-IN-POSSESSION)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Subsidiary Guarantors
Our outstanding debt securities are, and any debt securities issued in the future will likely be, jointly and severally, fully and unconditionally guaranteed (subject to customary release provisions) by certain of the Company’s subsidiaries (collectively, the “Guarantor Subsidiaries”). The Guarantor Subsidiaries are 100% owned by the Company. The Company has no material assets or operations independent of the Guarantor Subsidiaries and there are no significant restrictions upon the ability of the Guarantor Subsidiaries to distribute funds to the Company.
OLLC Revolving Credit Facility
OLLC was a party to a $2.0 billion revolving credit facility, which was guaranteed by us and all of our current and future subsidiaries (other than certain immaterial subsidiaries).
In January 2017, we monetized certain hedge positions and used a portion of the cash proceeds to repay outstanding borrowings under our revolving credit facility and kept the remaining portion as cash on hand for general partnership purposes. In conjunction with the hedge monetization, our borrowing base was reduced to $457.2 million on January 13, 2017. See Note 6 for additional information regarding the hedge monetization.
On January 13, 2017, the Predecessor entered into the RBL PSA. The RBL PSA was entered into on terms substantially similar to those of the Noteholder PSA. In addition, among other things, the RBL PSA provided that (i) the consenting lenders (as defined in the RBL PSA) may terminate the RBL PSA upon the termination of the Noteholder PSA or if there is an amendment to the Noteholder PSA that is, or would reasonably be expected to be, adverse to the administrative agent under our revolving credit facility or the Consenting Lenders and (ii) each of the Debtors agreed to not file a voluntary petition for relief under Chapter 11 until the Debtors terminated certain swap agreements identified in the RBL PSA and used the net proceeds thereof to repay outstanding amounts under the revolving credit facility. Upon the Debtors filing voluntary petitions under the Bankruptcy Code in the Bankruptcy Court, we no longer had the ability to borrow under our existing revolving credit facility.
On the Effective Date of the Plan, the holders of claims under the revolving credit facility received a full recovery and their pro rata share of the Exit Credit Facility and the revolving credit facility was terminated. On May 4, 2017, we entered into the Exit Credit Facility. In addition, the Notes were cancelled and the Predecessor’s liability thereunder discharged and the holders of the Notes received their pro rata share of New Common Shares. See Note 2 for additional information.
Letters of Credit
At March 31, 2017, we had $2.4 million of letters of credit outstanding, primarily related to operations at our Wyoming properties.
Weighted-Average Interest Rates
The following table presents the weighted-average interest rates paid, excluding commitment fees, on our consolidated variable-rate debt obligations for the periods presented:
|
|
For the Three Months Ended
|
|
|
|
March 31,
|
|
|
|
2017
|
|
|
2016
|
|
|
OLLC revolving credit facility (1)
|
|
4.13
|
%
|
|
|
2.43
|
%
|
|
|
(1)
|
The increase in the weighted-average interest rate is due to the increase in the Applicable Margin (as defined in our revolving credit facility), or credit spread, which varies based on the total commitment usage (which is the ratio of outstanding borrowings and letters of credit to the borrowing base then in effect).
The Applicable Margin for the three months ended March 31, 2017 and 2016 was 3.25% and 2.00%, respectively.
|
|
24
AMPLIFY ENERGY CORP. (FORMERLY KNOWN AS MEMORIAL PRODUCTION PARTNERS LP)
(DEBTOR-IN-POSSESSION)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
N
ote 9. Equity & Distributions
Equity Outstanding
The following table summarizes changes in the number of outstanding units since December 31, 2016:
|
|
|
|
|
|
|
Common
|
|
|
Balance, December 31, 2016
|
|
83,827,920
|
|
|
Restricted common units issued
|
|
—
|
|
|
Restricted common units forfeited
|
|
(12,952
|
)
|
|
Restricted common units repurchased (1)
|
|
(14,681
|
)
|
|
Balance, March 31, 2017
|
|
83,800,287
|
|
|
|
(1)
|
Restricted common units are generally net-settled by unitholders to cover the required withholding tax upon vesting. Unitholders surrendered units with value equivalent to the employees’ minimum statutory obligation for the applicable income and other employment taxes. Total payments remitted for the employees’ tax obligations to the appropriate taxing authorities were approximately less than $0.1 million for the three months ended March 31, 2017. These net-settlements had the effect of unit repurchases by the Company as they reduced the number of units that would have otherwise been outstanding as a result of the vesting and did not represent an expense to the Company.
|
|
Restricted common units are a component of common units as presented on our unaudited condensed consolidated balance sheets.
Allocations of Net Income (Loss)
Prior to the MEMP GP Acquisition, net income (loss) attributable to the Predecessor was allocated between our Predecessor’s general partner and the common unitholders in proportion to their pro rata ownership after giving effect to priority earnings allocations in an amount equal to incentive cash distributions allocated to our Predecessor’s general partner and the Funds. Subsequent to the MEMP GP Acquisition, net income (loss) attributable to the Predecessor is allocated entirely to the common unit holders.
Cash Distributions to Unitholders
The following table summarizes our declared quarterly cash distribution rates with respect to the quarter indicated (dollars in millions, except per unit amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distribution
|
|
|
|
|
|
|
|
|
|
|
Amount
|
|
|
Aggregate
|
|
|
Received by
|
|
|
Quarter
|
|
Declaration Date
|
|
Record Date
|
|
Payment Date
|
|
Per Unit
|
|
|
Distribution
|
|
|
Affiliates
|
|
|
2
nd
Quarter 2016
|
|
July 26, 2016
|
|
August 5, 2016
|
|
August 12, 2016
|
|
$
|
0.0300
|
|
|
$
|
2.5
|
|
|
$
|
< 0.1
|
|
|
1
st
Quarter 2016
|
|
April 26, 2016
|
|
May 6, 2016
|
|
May 13, 2016
|
|
$
|
0.0300
|
|
|
$
|
2.5
|
|
|
$
|
< 0.1
|
|
|
4
th
Quarter 2015
|
|
January 26, 2016
|
|
February 5, 2016
|
|
February 12, 2016
|
|
$
|
0.1000
|
|
|
$
|
8.3
|
|
|
$
|
< 0.1
|
|
In October 2016, the board of directors of our Predecessor’s general partner suspended distributions on common units primarily due to the current and expected commodity price environment and market conditions and their impact on our future business as well as restrictions imposed by our debt instruments, including our revolving credit facility. The board of directors of our Predecessor’s general partner believed the suspension in distributions was in the best interest of MEMP.
25
AMPLIFY ENERGY CORP. (FORMERLY KNOWN AS MEMORIAL PRODUCTION PARTNERS LP)
(DEBTOR-IN-POSSESSION)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
N
ote 10. Earnings per Unit
The following sets forth the calculation of earnings (loss) per unit, or EPU, for the periods indicated (in thousands, except per unit amounts):
|
|
For the Three Months Ended
|
|
|
|
March 31,
|
|
|
|
2017
|
|
|
2016
|
|
|
Net income (loss) attributable to Memorial Production Partners LP
|
$
|
(16,377
|
)
|
|
$
|
(38,097
|
)
|
|
Less: General partner's 0.1% interest in net income (loss) (1)
|
|
—
|
|
|
|
(40
|
)
|
|
Less: Phantom unit distribution equivalents attributable to corresponding period (see Note 11)
|
|
—
|
|
|
|
(5
|
)
|
|
Net income (loss) available to limited partners
|
$
|
(16,377
|
)
|
|
$
|
(38,052
|
)
|
|
|
|
|
|
|
|
|
|
|
Weighted average limited partner units outstanding:
|
|
|
|
|
|
|
|
|
Common units
|
|
83,810
|
|
|
|
82,935
|
|
|
Total (2)
|
|
83,810
|
|
|
|
82,935
|
|
|
Basic and diluted EPU
|
$
|
(0.20
|
)
|
|
$
|
(0.46
|
)
|
|
|
(1)
|
As a result of repurchases under the December 2014 repurchase program, our Predecessor’s general partner had an approximate average 0.1046% interest in us prior to the MEMP GP Acquisition for the three months ended March 31, 2016.
|
|
|
|
(2)
|
For the three months ended March 31, 2017, 2,308,223 incremental phantom units under the treasury stock method were excluded from the calculation of diluted earnings per unit, respectively, due to their antidilutive effect as we were in a loss position.
|
|
Note 11. Unit-Based Awards
Restricted Common Units
The following table summarizes information regarding restricted common unit awards granted under the Memorial Production Partners GP LLC Long-Term Incentive Plan (“LTIP”) for the periods presented:
|
|
|
|
|
|
Weighted-
|
|
|
|
|
|
|
|
Average Grant
|
|
|
|
Number of
|
|
|
Date Fair Value
|
|
|
|
Units
|
|
|
per Unit (1)
|
|
|
Restricted common units outstanding at December 31, 2016
|
|
432,160
|
|
|
$
|
15.00
|
|
|
Granted
|
|
—
|
|
|
$
|
—
|
|
|
Forfeited
|
|
(12,952
|
)
|
|
$
|
9.51
|
|
|
Vested
|
|
(43,045
|
)
|
|
$
|
10.40
|
|
|
Restricted common units outstanding at March 31, 2017
|
|
376,163
|
|
|
$
|
15.72
|
|
|
|
(1)
|
Determined by dividing the aggregate grant date fair value of awards by the number of awards issued.
|
The unrecognized compensation cost associated with restricted common unit awards was $2.6 million at March 31, 2017. We expect to recognize the unrecognized compensation cost for these awards over a weighted-average period of 0.99 years. Since the restricted common units are participating securities, distributions received by the restricted common unitholders are generally included in distributions to partners as presented on our unaudited condensed statements of consolidated cash flows.
LTIP Modification
On May 1, 2017, pursuant to the Plan, the Company accelerated the vesting schedule of unvested restricted common unit awards under the LTIP.
On March 9, 2016, certain employees were impacted by an involuntary termination which, upon the approval of the board of directors of our Predecessor’s general partner, accelerated the vesting schedule of unvested awards under the LTIP that otherwise would have been forfeited upon an involuntary termination. The acceleration of the LTIP vesting schedule represents an improbable-to-probable modification. The grant-date fair value compensation cost of approximately $0.5 million was reversed and the modified-date grant fair value compensation cost of approximately $0.3 million was recognized.
26
AMPLIFY ENERGY CORP. (FORMERLY KNOWN AS MEMORIAL PRODUCTION PARTNERS LP)
(DEBTOR-IN-POSSESSION)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Phantom Units
The following table summarizes information regarding phantom unit awards granted under the LTIP:
|
|
Number of
|
|
|
|
Units
|
|
|
Phantom units outstanding at December 31, 2016
|
|
5,980,693
|
|
|
Granted
|
|
—
|
|
|
Forfeited
|
|
(132,347
|
)
|
|
Vested
|
|
(155,601
|
)
|
|
Phantom units outstanding at March 31, 2017
|
|
5,692,745
|
|
Phantom units issued to non-employee directors in January 2016 vested on the first anniversary of the date of grant and were settled in cash for less than $0.1 million. Phantom units issued to certain employees in June 2016 will vest in substantially equal one-third increments on the first, second, and third anniversaries of the date of grant. The awards included distribution equivalent rights (“DERs”) pursuant to which the recipient will receive a cash payment with respect to each phantom unit equal to any cash distributions that we pay to a holder of a common unit. DERs are treated as additional compensation expense. Upon vesting, the phantom units will be settled through an amount of cash in a single lump sum payment equal to the product of (y) the closing price of our common units on the vesting date and (z) the number of such vested phantom units. In lieu of a cash payment, the board of directors of our Predecessor’s general partner, in its discretion, may elect for the recipient to receive either a number of common units equal to the number of such vested phantom units or a combination of cash and common units. For the three months ended March 31, 2017, the phantom units are classified as liability awards due to the Company not having sufficient common units available under the LTIP to settle in common units upon vesting.
Compensation Expense
The following table summarizes the amount of recognized compensation expense associated with the LTIP awards that are reflected in the accompanying unaudited condensed statements of consolidated operations for the periods presented (in thousands):
|
|
For the Three Months Ended
|
|
|
|
March 31,
|
|
|
|
2017
|
|
|
2016
|
|
|
Equity classified awards
|
|
|
|
|
|
|
|
|
Restricted common units
|
$
|
1,069
|
|
|
$
|
2,492
|
|
|
Liability classified awards
|
|
|
|
|
|
|
|
|
Phantom units
|
|
56
|
|
|
|
76
|
|
|
|
$
|
1,125
|
|
|
$
|
2,568
|
|
Note 12. Related Party Transactions
On June 1, 2016, Memorial Resource and certain affiliates of NGP became unaffiliated entities after we closed the MEMP GP Acquisition, as discussed in Note 1 and Note 13.
NGP Affiliated Companies
During the three months ended March 31, 2016, we paid less than $0.1 million to Multi-Shot, LLC, an NGP affiliate company, for services related to our drilling and completion activities.
Related Party Agreements
We and certain of our former affiliates entered into various documents and agreements during the Predecessor’s existence, including the Omnibus Agreement described below. These agreements were negotiated among affiliated parties and, consequently, were not the result of arm’s-length negotiations.
27
AMPLIFY ENERGY CORP. (FORMERLY KNOWN AS MEMORIAL PRODUCTION PARTNERS LP)
(DEBTOR-IN-POSSESSION)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Omnibus Agreement
Memorial Resource provided management, administrative and operating services to the Predecessor and our Predecessor’s general partner pursuant to our omnibus agreement. Upon completion of the MEMP GP Acquisition, the omnibus agreement was terminated and the Company entered into a transition services agreement with Memorial Resource. See Note 13 for additional information related to the transition services agreement. The following table summarizes the amount of general and administrative expenses recognized under the omnibus agreement that are reflected in the accompanying unaudited condensed statements of consolidated operations for the periods presented (in thousands):
|
For the Three Months Ended
|
|
|
March 31,
|
|
|
2017
|
|
|
2016
|
|
|
$
|
—
|
|
|
$
|
7,449
|
|
Note 13. Commitments and Contingencies
Transition Services Agreement
On June 1, 2016 we closed the MEMP GP Acquisition. Upon closing of the MEMP GP Acquisition, we and Memorial Resource became unaffiliated entities. We terminated our omnibus agreement and entered into a transition services agreement with Memorial Resource to manage post-closing separation costs and activities. The Company did not incur any costs under the transition services agreement for the three months ended March 31, 2017.
Litigation & Environmental
On January 16, 2017, the Debtors filed voluntary petitions under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court. As a result of the Chapter 11 proceedings, attempts to prosecute, collect, secure or enforce remedies with respect to pre-petition claims against the Debtors were subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code, including litigation relating to the entities involved in the Chapter 11 proceedings. See Note 2 for additional information.
In addition to the Chapter 11 proceedings, as part of our normal business activities, we may be named as defendants in litigation and legal proceedings, including those arising from regulatory and environmental matters. On January 13, 2017, the Company received a letter from the Environmental Protection Agency (“EPA”) concerning potential violations of the Clean Air Act (“CAA”) section 112(r) associated with our Bairoil complex in Wyoming. The Company met with the EPA on February 16, 2017 to present relevant information related to the allegations. We currently cannot estimate the potential penalties, fines or other expenditures, if any, that may result from any EPA actions relating to the alleged violations and, therefore, we cannot determine if the ultimate outcome of this matter will have a material impact on the Company’s financial position, results of operations or cash flows. Other than the Chapter 11 proceedings and the alleged CAA violations discussed herein, based on facts currently available, we are not aware of any litigation, pending or threatened, that we believe will have a material adverse effect on our financial position, results of operations or cash flows; however, cash flow could be significantly impacted in the reporting periods in which such matters are resolved.
Although we are insured against various risks to the extent we believe it is prudent, there is no assurance that the nature and amount of such insurance will be adequate, in every case, to indemnify us against liabilities arising from future legal proceedings.
At March 31, 2017 and December 31, 2016, we had no environmental reserves recorded on our unaudited condensed consolidated balance sheet.
Supplemental Bond for Decommissioning Liabilities Trust Agreement
Rise Energy Operating, LLC, a
wholly-owned subsidiary,
assumed an obligation under a trust agreement with the BOEM for the decommissioning of the offshore production facilities in connection with its 2009 acquisition of the Beta properties. The trust account had the required minimum balance of
$152.0 million as of March 31, 2017 and December 31, 2016. The held-to-maturity investments held in the trust account at March 31, 2017 for the U.S. Bank money market cash equivalent was $152.0 million
In 2015, the Bureau of Safety and Environmental Enforcement (“BSEE”) issued a preliminary report that indicated the estimated costs of decommissioning may further increase, and we expect the amount to be finalized during 2017 after negotiations are completed.
28
AMPLIFY ENERGY CORP. (FORMERLY KNOWN AS MEMORIAL PRODUCTION PARTNERS LP)
(DEBTOR-IN-POSSESSION)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 14. Subsequent E
vents
Confirmation of the Plan and emergence from Bankruptcy
See Note 2 for additional information.
Amended and Restated Credit Agreement
On May 4, 2017, we entered into the Amended and Restated Credit Agreement. See Note 2 for additional information.
Stockholders Agreement
On May 4, 2017, we entered into the Stockholders Agreement. See Note 2 for additional information.
Registration Rights Agreement
On May 4, 2017, we entered into the Registration Rights Agreement. See Note 2 for additional information.
Management Incentive Plan
On May 4, 2017, the MIP became effective. See Note 2 for additional information.
Unit-Based Awards Modification
See Note 11 for additional information.
29