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AMR Alta Mesa Resources Inc

0.08
0.00 (0.00%)
After Hours
Last Updated: 01:00:00
Delayed by 15 minutes
Share Name Share Symbol Market Type
Alta Mesa Resources Inc NASDAQ:AMR NASDAQ Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0.08 0.0771 0.082 0 01:00:00

Quarterly Report (10-q)

01/10/2019 11:07am

Edgar (US Regulatory)


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utreg:MMBTU iso4217:USD utreg:bbl amr:well
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_____________________________________
FORM 10-Q
_____________________________________

   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2019
OR
   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___ to___             
Commission file number: 001-38040
_______________________________________
ALTA MESA RESOURCES, INC.
(Exact name of registrant as specified in its charter)
_______________________________________
Delaware
81-4433840
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
 
 
 

 
15021 Katy Freeway,
Suite 400,
Houston,
Texas
77094
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: 281-530-0991
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share
AMRQQ
OTC Pink Marketplace
Warrants to purchase one share of Class A Common Stock
AMRWQ
OTC Pink Marketplace
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes      No  
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files.)    Yes      No    
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer


Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  No 

As of August 31, 2019, there were 182,755,573 shares of Class A Common Stock and 199,987,976 shares of Class C Common Stock, par value $0.0001 per share outstanding. The shares of Class A Common Stock shown as outstanding do not include 554,294 nonvested restricted stock awards outstanding as of August 31, 2019.
 



TABLE OF CONTENTS
 
 
 
 
Page Number
i
1
PART I - FINANCIAL INFORMATION
 
3
                   Condensed Consolidated Statements of Operations
3
                   Condensed Consolidated Balance Sheets
4
                   Condensed Consolidated Statements of Cash Flows
5
6
8
                   Notes to Condensed Consolidated Financial Statements
9
30
50
51
PART II - OTHER INFORMATION
 
51
51
56
56
56
56
58
59



Glossary of Terms

The definitions and abbreviations set forth below apply to the indicated terms throughout this filing.
Company Specific Terms -
 
2018 10-K -
Alta Mesa Resources, Inc. Annual Report on Form 10-K for the year ended December 31, 2018.
2018 Period -
The combined Predecessor Period and Successor Period from February 9, 2018 through June 30, 2018 and January 1, 2018 through February 8, 2018.
2019 Period -
The six months ended June 30, 2019.
2024 Notes -
$500 million aggregate principal amount of 7.875% senior unsecured notes maturing December 2024.
Alta Mesa -
Alta Mesa Holdings, LP. This entity conducts our Upstream activities.
Alta Mesa GP -
Alta Mesa Holdings GP, LLC, a majority owned subsidiary of SRII Opco, LP.
Alta Mesa RBL -
Alta Mesa Eighth Amended and Restated Credit Agreement with Wells Fargo Bank, National Association, as administrative agent, as amended. This credit agreement is a reserve based loan or RBL.
Alta Mesa Services -
Alta Mesa Services, LP is a wholly owned subsidiary of Alta Mesa Holdings, LP.
AMH Debtors -
Alta Mesa Holdings, LP, Alta Mesa Holdings GP, LLC, OEM GP, LLC, Alta Mesa Finance Services Corp, Alta Mesa Services, LP and Oklahoma Energy Acquisitions, LP.
ARM -
ARM Energy Management, LLC, a company that marketed our oil and gas production and provided services relating to our derivatives.
Bankruptcy Code -
Chapter 11 of the United States Bankruptcy Code.
Bankruptcy Court -
United States Bankruptcy Court for the Southern District of Texas.
BCE -
BCE-STACK Development LLC, a fund advised by Bayou City Management, LLC.
Business Combination -
The acquisition by Alta Mesa Resources, Inc. of controlling interests in Alta Mesa Holdings GP, LLC, Alta Mesa Holdings, LP, and KFM Midstream, LLC.
Debtors -
Alta Mesa Resources, Inc., Alta Mesa Holdings, LP, Alta Mesa Holdings GP, LLC, OEM GP, LLC, Alta Mesa Finance Services Corp, Alta Mesa Services, LP and Oklahoma Energy Acquisitions, LP.
High Mesa -
High Mesa Holdings, LP, a partnership formed in connection with executing the Business Combination.
HMI -
High Mesa, Inc., the predecessor owner of Alta Mesa Holdings, LP.
KFM -
Kingfisher Midstream, LLC. This entity conducts our Midstream activities.
KFM Credit Facility -
Kingfisher Midstream, LLC amended and restated senior secured revolving credit facility with Wells Fargo Bank, National Association, as the administrative agent.
Midstream -
Reportable business segment representing our midstream activities.
Predecessor Period -
The period from January 1, 2018 through February 8, 2018.
PSU's -
Performance-based restricted stock units issued to employees under the Alta Mesa Resources, Inc. 2018 Long-Term Incentive Plan.
SRII Opco -
SRII Opco, LP is a subsidiary of Alta Mesa Resources, Inc. and direct owner of Alta Mesa Holdings, LP and Kingfisher Midstream, LLC.
Successor Period -
The period from February 9, 2018 through June 30, 2018, and all periods thereafter.
Upstream -
Reportable business segment representing our exploration and production activities.
Oil, Gas and Other Terms -
 
Basin -
A large natural depression on the earth’s surface in which sediments generally brought by water accumulate.
bbl -
One stock tank barrel, of 42 U.S. gallons liquid volume, used herein to describe volumes of crude oil, condensate or natural gas liquids.
bbld -
Barrels per day.
Bcf -
One billion cubic feet of natural gas.

i


Bcfe -
One billion cubic feet of natural gas equivalent with one barrel of oil converted to six thousand cubic feet of natural gas. The ratio of six thousand cubic feet of natural gas to one bbl of oil or natural gas liquids is commonly used in the oil and natural gas business and represents the approximate energy equivalency of six thousand cubic feet of natural gas to one bbl of oil or natural gas liquids.
Boe -
One barrel of oil equivalent is determined using the ratio of six Mcf of natural gas to one barrel of oil, condensate or natural gas liquids. The ratio of six Mcf of natural gas to one bbl of oil or natural gas liquids is commonly used in our business and represents the approximate ratio of energy content between natural gas and oil, and does not represent the price equivalency of natural gas to oil or natural gas liquids.
Boed -
One boe per day.
Btu or
British Thermal Unit -
The quantity of heat required to raise the temperature of one pound of water by one degree Fahrenheit.
Completion -
The process of treating a drilled well followed by the installation of permanent equipment for the production of natural gas or oil.
Condensate -
A mixture of hydrocarbons that exists in the gaseous phase at original reservoir temperature and pressure, but that, when produced, is in the liquid phase at surface pressure and temperature.
Cryogenic -
The process of using extreme cold to separate NGLs from the natural gas stream.
DD&A -
Depreciation, depletion and amortization.
Development costs -
Costs incurred to obtain access to proved reserves and to provide facilities for extracting, treating, gathering and storing the oil and natural gas.
Development project -
A development project is the means by which petroleum resources are brought to the status of economically producible. As examples, the development of a single reservoir or field, an incremental development in a producing field or the integrated development of a group of several fields and associated facilities with a common ownership may constitute a development project.
Differential -
An adjustment to the market reference price of oil, natural gas or natural gas liquids from an established spot market price to reflect differences in the quality and/or location of oil or natural gas.
Dry hole -
A well found to be incapable of producing hydrocarbons in commercial quantities.
Dth -
A dekatherm is a unit of energy used primarily to measure natural gas and is equal to 1,000,000 Btu.
Dthd -
1,000,000 Btu per day.
EBITDA -
Earnings before interest, taxes, depreciation, depletion and amortization.
EBITDAX -
Earnings before interest, taxes, depreciation, depletion, amortization and exploration expenses.
Enhanced recovery -
The recovery of oil and natural gas through the injection of liquids or gases into the reservoir, supplementing its natural energy. Enhanced recovery methods are often applied when production slows due to depletion of the natural pressure.
Exploitation -
A development or other project which may target proven or unproven reserves (such as probable or possible reserves), but which generally has a lower risk than that associated with exploration projects.
Formation -
A layer of rock which has distinct characteristics that differs from adjacent rock.
Fracing, fracture stimulation technology, hydraulic fracturing -
A well stimulation technique to improve a well’s production by pumping a mixture of fluids into the formation to create hydraulic fractures which intersect existing natural fractures. As part of this technique, sand or other material may also be injected to keep the hydraulic fracture open, so that fluids or natural gases may more easily flow through the formation.
Held by production -
Acreage covered by mineral leases that perpetuates a company’s right to operate a property usually requiring production to be maintained at a minimum economic quantity of production.
Horizontal drilling -
A drilling technique used in certain formations where a well is drilled vertically to a certain depth and then drilled at an angle within a specified interval.
Lease operating expenses -
The expenses of lifting oil or natural gas from a producing formation to the surface, constituting part of the current operating expenses of a well. Such expenses include labor, supplies, repairs, utilities, environmental and safety, maintenance, allocated overhead costs, severance taxes, insurance and other expenses incidental to production, but excluding lease acquisition, drilling or completion expenses.

ii


Mbbl -
One thousand barrels of crude oil, condensate, natural gas liquids, or produced water.
Mbbld -
One thousand barrels per day.
MBoe -
One thousand boe.
MBoed -
One thousand boe per day.
Mcf -
One thousand cubic feet of natural gas.
Mcfd -
One thousand cubic feet per day.
Mcfe -
One thousand cubic feet equivalent determined using the ratio of one barrel of oil, condensate or natural gas liquids to six Mcf of natural gas.
Mcfed -
Mcfe per day.
MMBbl -
One million barrels of crude oil, condensate or natural gas liquids.
MMBoe -
One million boe.
MMBtu -
One million British thermal units.
MMBtud -
One million British thermal units per day.
MMcf -
One million cubic feet of natural gas.
MMcfd -
One million cubic feet per day.
MMcfe -
Million cubic feet equivalent, determined using the ratio of six Mcf of natural gas to one Bbl of crude oil, condensate or natural gas liquids.
MMcfed -
MMcfe per day.
Net acres -
The total acres a working interest owner has attributable to a particular number of acres, or a specified tract.
Net production -
Portion of production owned by us after production attributable to royalty and other owners.
NGLs or natural gas liquids -
Natural gas liquids are a group of hydrocarbons including ethane, propane, normal butane, isobutane and natural gasoline.
Non-operated working interests -
The working interest or fraction thereof in a lease or unit, the owner of which is without operating rights by reason of an operating agreement.
NYMEX -
The New York Mercantile Exchange.
Proved properties -
Properties with proved reserves.
Proved reserves -
Quantities of oil and natural gas, which can be estimated with reasonable certainty to be economically producible from known reservoirs, and under existing economic conditions, operating methods and government regulations.
Realized price -
The cash market price less all expected quality, transportation and demand adjustments.
Recompletion -
The process of treating an existing wellbore in an attempt to establish or increase existing production.
Reserves -
Estimated remaining quantities of oil and natural gas anticipated to be economically producible from known accumulations.
Resources -
Quantities of oil and natural gas estimated to exist in naturally occurring accumulations. A portion of the resources may be estimated to be recoverable and another portion may be considered unrecoverable.
Royalty -
An interest in an oil and natural gas lease that gives the owner the right to receive a portion of the production from the leased acreage (or of the proceeds from the sale thereof), but does not require the owner to pay any portion of the production or development costs on the leased acreage.
SEC -
United States Securities and Exchange Commission.
Service well -
A well drilled or completed for the purpose of supporting production in an existing field. Specific purposes of service wells include gas injection, water injection, steam injection, air injection, produced water disposal, water supply for injection, observation, or injection for in-situ combustion.
Spacing -
The distance between wells producing from the same reservoir. Spacing in horizontal development plays is often expressed in terms of feet, e.g., 1000 foot spacing, and is often established by regulatory agencies.

iii


STACK -
An oilfield in the eastern portion of the Anadarko Basin; STACK is an acronym describing both its location—Sooner Trend Anadarko Basin Canadian and Kingfisher County—and the multiple, stacked productive formations present in the area.
Unproved properties -
Properties with no proved reserves.
Wellbore -
The hole drilled by the bit that is equipped for natural gas production on a completed well. Also called a well or borehole.
Working interest -
The right granted to the lessee of a property to explore for and to produce and own natural gas or other minerals. The working interest owners bear the exploration, development, and operating costs.
Workover -
Operations on a producing well to restore or increase production.


iv


Cautionary Statement Regarding Forward-Looking Statements
The information in this Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical fact included in this Quarterly Report, regarding our ability to continue as a going concern, the outcome or timing of our emergence from bankruptcy, strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this Quarterly Report, the words “could”, “should”, “will”, “plan”, “believe”, “anticipate”, “intend”, “estimate”, “expect”, “project,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on our current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements described under the heading “Risk Factors” in this Quarterly Report, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 (“Q1 2019 Form 10-Q”) and our Annual Report on Form 10-K for the year ended December 31, 2018 (“2018 10-K”). These forward-looking statements are based on management’s current belief, based on currently available information, as to the outcome and timing of future events.
Forward-looking statements may include statements about:
our ability to continue as a going concern;
the outcome or timing of our emergence from bankruptcy, including limitations placed upon us by the process and our ability to develop, confirm and consummate a plan under Chapter 11 or an alternative restructuring or sale transaction;
our ability to maintain relationships with suppliers, customers, employees and other third parties as a result of our Chapter 11 filing;
decisions by the KFM Board of Directors regarding making liquidity available to us during bankruptcy proceedings and any impact of those decisions on our ability to maintain compliance with the covenants in the KFM Credit Facility;
the sufficiency of liquidity to fund our operations and capital expenditures;
our access to capital, including constraints from the cost and availability of debt and equity financing;
our ability to comply with, or amend the terms of, the covenants and restrictions imposed by the KFM Credit Facility;
our ability to execute our stated business strategy;
our reserve quantities and the present value of our reserves;
our ability to replace the reserves we produce through drilling and through acquisitions;
our exploration and drilling prospects, inventories, projects and programs;
our drilling, completion and production technology;
future oil and gas prices;
the supply and demand for our production and our midstream services;
the timing and amount of our future production;
our hedging strategy and expected results;
competition and government regulation;
our ability to obtain permits and governmental approvals;
expected or anticipated regulatory changes, including to the Oklahoma forced pooling system;
pending legal and environmental matters;
our future drilling plans, spacing plans and development pace;
our marketing of our production;
our leasehold or business acquisitions;
our costs of developing our properties;
our ability to hire, train or retain qualified personnel;
general economic conditions;
operating hazards and other risks incidental to transporting, storing, gathering and processing natural gas, natural gas liquids and crude oil;
our future operating results, including production levels, initial production rates and yields in our type curve areas;
the costs, terms and availability of midstream services;
our ability to collect receivables from High Mesa, Inc. and its subsidiaries; and
our plans, objectives, expectations and intentions contained in this Quarterly Report that are not historical.


1


We caution you that any forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond our control, incident to the exploration for and development, production, gathering and sale of oil, natural gas and natural gas liquids. Some factors that could cause actual results to differ materially from those expressed or implied by these forward looking statements include, but are not limited to, the ability to confirm and consummate a plan of reorganization; risks attendant to the bankruptcy process, including the effects thereof on our business and on the interests of various constituents, the length of time that we might be required to operate in bankruptcy and the continued availability of operating capital during the pendency of such proceedings; risks associated with third party motions in any bankruptcy case, which may interfere with the ability to confirm and consummate a plan of reorganization; potential adverse effects on our liquidity or results of operations; increased costs to execute the reorganization; effects on the market price of our common stock and on our ability to access the capital markets; commodity price volatility, global economic conditions, including supply and demand levels for oil, gas and NGLs, inflation, increased operating costs, lack of availability of drilling and production equipment, supplies, services and qualified personnel, liabilities resulting from litigation or the SEC investigation, difficulties in obtaining necessary approvals and permits, uncertainties related to new technologies, geographical concentration of our operations, environmental risks, weather risks, security risks, drilling and other operating risks, regulatory changes, the uncertainty inherent in estimating oil and gas reserves and in projecting future rates of production, reductions in cash flow, lack of access to capital, our ability to satisfy future cash obligations, restrictions in our debt agreements, the timing of development expenditures, managing our growth and integration of acquisitions, cyber-attacks, failure to realize expected value creation from property acquisitions, title defects, limited control over non-operated properties, and the other risks described in Risk Factors in our 2018 10-K and in the 10-Q for the period ended March 31, 2019.

Estimating reserve quantities of oil, natural gas and NGLs is complex, inexact and relies on interpretations of geologic, geophysical, engineering and production data. The extent, quality, reliability and interpretation of these data can vary. The process also requires making a number of economic assumptions, such as sales prices, the relative mix of oil, natural gas and NGLs that will be ultimately produced, drilling and operating costs, capital expenditures, the effect of government regulation, taxes and availability of funds.  Future prices received for production and costs may vary, perhaps significantly, from the assumptions used in our estimates.  In addition, the results of drilling, testing and production activities may justify revisions of estimates that were made previously. If significant, such revisions would change the schedule of development and related production. Accordingly, reserve estimates may differ significantly from the quantities of oil and gas that are ultimately recovered.

Should one or more of the risks or uncertainties described in this Quarterly Report, in the 2018 10-K or the 10-Q for the period ended March 31, 2019 occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements.

Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances occurring after the date of this Quarterly Report.


2


PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

ALTA MESA RESOURCES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(in thousands, except shares outstanding and per share data)

Successor
 
 
Predecessor

Three Months Ended
June 30, 2019
 
Three Months Ended
June 30, 2018
 
 
Six Months Ended
June 30, 2019
 
February 9, 2018
Through
June 30, 2018
 
 
January 1, 2018
Through
February 8, 2018
Revenue
 
 
 
 
 
 
 
 
 
 
 
Oil
$
90,668

 
$
75,291

 
 
$
177,031

 
$
115,569

 
 
$
30,972

Natural gas
12,384

 
7,980

 
 
30,834

 
13,190

 
 
4,276

Natural gas liquids
10,251

 
10,241

 
 
21,467

 
14,955

 
 
4,000

Sales of gathered production
10,439

 
8,924

 
 
19,999

 
12,797

 
 

Midstream revenue
6,549

 
6,817

 
 
13,704

 
10,077

 
 

Other
3,014

 
2,229

 
 
6,099

 
2,784

 
 
888

Operating revenue
133,305

 
111,482

 
 
269,134

 
169,372

 
 
40,136

Gain (loss) on sale of assets

 
(63
)
 
 
1,483

 
5,076

 
 
840

Gain (loss) on derivatives
12,412

 
(29,219
)
 
 
(11,365
)
 
(51,230
)
 
 
6,663

Total revenue
145,717

 
82,200

 
 
259,252

 
123,218

 
 
47,639

Operating expenses
 
 
 
 
 
 
 
 
 
 
 
Lease operating
15,114

 
12,679

 
 
35,058

 
20,996

 
 
4,408

Transportation, processing and marketing
6,837

 
5,396

 
 
11,440

 
8,755

 
 
3,725

Midstream operating
6,520

 
3,313

 
 
12,671

 
3,900

 
 

Cost of sales for purchased gathered production
8,720

 
8,902

 
 
18,415

 
12,711

 
 

Production taxes
5,117

 
2,606

 
 
10,600

 
4,021

 
 
953

Workovers
807

 
333

 
 
1,120

 
1,578

 
 
423

Exploration
3,289

 
8,083

 
 
5,343

 
9,668

 
 
7,003

Depreciation, depletion and amortization
38,009

 
33,934

 
 
75,908

 
49,613

 
 
11,670

Impairment of assets
6,500

 

 
 
6,500

 

 
 

General and administrative
27,172

 
22,456

 
 
56,690

 
60,208

 
 
21,234

Total operating expenses
118,085

 
97,702

 
 
233,745

 
171,450

 
 
49,416

Operating income
27,632

 
(15,502
)
 
 
25,507

 
(48,232
)
 
 
(1,777
)
Other income (expense)
 
 
 
 
 
 
 
 
 
 
 
Interest expense
(16,755
)
 
(11,779
)
 
 
(32,215
)
 
(17,223
)
 
 
(5,511
)
Interest income
79

 
824

 
 
130

 
1,370

 
 
172

Equity in earnings of unconsolidated subsidiaries
643

 

 
 
742

 

 
 

Total other income (expense), net
(16,033
)
 
(10,955
)
 
 
(31,343
)
 
(15,853
)
 
 
(5,339
)
Income (loss) from continuing operations before income taxes
11,599

 
(26,457
)
 
 
(5,836
)
 
(64,085
)
 
 
(7,116
)
Income tax provision (benefit)

 
(3,791
)
 
 

 
(7,665
)
 
 

Income (loss) from continuing operations
11,599

 
(22,666
)
 
 
(5,836
)
 
(56,420
)
 
 
(7,116
)
Loss from discontinued operations, net of tax

 

 
 

 

 
 
(7,746
)
Net income (loss)
11,599

 
(22,666
)
 
 
(5,836
)
 
(56,420
)
 
 
$
(14,862
)
Net income (loss) attributable to noncontrolling interests
9,354

 
(16,066
)
 
 
326

 
(36,490
)
 
 
 
Net income (loss) attributable to Alta Mesa Resources, Inc. stockholders
$
2,245

 
$
(6,600
)
 
 
$
(6,162
)
 
$
(19,930
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Attributable to Alta Mesa Resources, Inc. stockholders:
 
 
 
 
 
 
 
 
 
 
 
Income (loss) per share - basic and diluted
$
0.01

 
$
(0.04
)
 
 
$
(0.03
)
 
$
(0.12
)
 
 
 
Weighted average shares outstanding - basic
180,742,049

 
173,345,982

 
 
180,505,318

 
171,908,486

 
 
 
Weighted average shares outstanding - diluted
180,742,049

 
207,965,929

 
 
180,505,318

 
208,112,707

 
 
 
The accompanying notes are an integral part of these financial statements.

3


ALTA MESA RESOURCES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
(in thousands, except shares and per share data)
໿

June 30, 2019
 
December 31, 2018
ASSETS
 
 
 
Current assets
 
 
 
Cash and cash equivalents
$
91,111

 
$
26,854

Restricted cash
890

 
1,001

Accounts receivable, net
73,776

 
87,842

Other receivables
3,635

 
6,331

Related party receivables, net
2,310

 
3,341

Prepaid expenses and other
5,575

 
1,125

Derivatives
4,727

 
16,423

Total current assets
182,024

 
142,917

Property and equipment, net
 
 
 
Oil and gas properties, successful efforts method
784,079

 
763,337

Other property and equipment
470,547

 
444,269

Total property and equipment, net
1,254,626

 
1,207,606

Other assets
 
 
 
Operating lease right-of-use assets, net
8,180

 

Equity method investment
1,842

 
1,100

Deferred financing costs, net
2,836

 
3,195

Deposits and other long-term assets
41

 
65

Derivatives
2,508

 
2,947

Total other assets
15,407

 
7,307

Total assets
$
1,452,057

 
$
1,357,830




June 30, 2019
 
December 31, 2018
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
Current liabilities
 
 
 
Current portion of debt
$
1,089,162

 
$
690,123

Accounts payable and accrued liabilities
109,901

 
247,439

Advances from non-operators
1,755

 
5,193

Advances from related party
4,003

 
9,839

Asset retirement obligations, current portion
44

 
2,079

Current operating lease liability
1,018

 

Derivatives
840

 
1,710

Total current liabilities
1,206,723

 
956,383

Long-term liabilities
 
 
 
Asset retirement obligations, net of current portion
12,442

 
9,473

Long-term debt, net

 
174,000

Other long-term liabilities
5,096

 
1,667

Operating lease liabilities, net of current portion
13,962

 

Derivatives
189

 
180

Total long-term liabilities
31,689

 
185,320

Total liabilities 
1,238,412

 
1,141,703

          Preferred Stock, $0.0001 par value


 


Class A: 1,000,000 shares authorized; 3 shares issued; 2 outstanding

 

Class B: 1,000,000 shares authorized; 1 share issued and outstanding

 

Common stock, $0.0001 par value
 
 
 
Class A: 1,200,000,000 shares authorized; 182,636,433 shares issued and outstanding (180,072,227 issued and outstanding at December 31, 2018)
18

 
18

Class C: 280,000,000 shares authorized; 199,987,976 and 202,169,576 issued and outstanding at June 30, 2019 and December 31, 2018
20

 
20

Additional paid in capital
1,509,716

 
1,503,382

Accumulated deficit
(1,538,975
)
 
(1,532,813
)
Total stockholders’ equity
(29,221
)
 
(29,393
)
Noncontrolling interests
242,866

 
245,520

Total equity
213,645

 
216,127

Total liabilities and stockholders’ equity
$
1,452,057

 
$
1,357,830

The accompanying notes are an integral part of these financial statements.
 


4


ALTA MESA RESOURCES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(in thousands)

Successor
 
 
Predecessor

Six Months Ended
June 30, 2019
 
February 9, 2018
Through
June 30, 2018
 
 
January 1, 2018
Through
February 8, 2018
Cash flows from operating activities:
 
 
 
 
 
 
Net loss
$
(5,836
)
 
$
(56,420
)
 
 
$
(14,862
)
Adjustments to reconcile net loss to cash from operating activities:
 
 
 
 
 
 
Depreciation, depletion and amortization
75,908

 
49,613

 
 
12,554

Non-cash lease expense
1,675

 

 
 

Provision for uncollectible receivables
1,177

 

 
 

Impairment of assets
6,500

 

 
 
5,560

Amortization of deferred financing costs
368

 
152

 
 
171

Amortization of debt premium
(2,462
)
 
(2,051
)
 
 

Equity-based compensation expense
3,519

 
7,729

 
 

Non-cash exploration expense
388

 
7,288

 
 
4,575

(Gain) loss on derivatives
11,365

 
51,230

 
 
(6,663
)
Cash settlements of derivatives
909

 
(18,334
)
 
 
(2,296
)
Premium paid on derivatives
(1,000
)
 

 
 

Interest converted into debt

 

 
 
103

Interest added to notes receivable from affiliate

 
(417
)
 
 
(85
)
Deferred tax provision (benefit)

 
(7,665
)
 
 

Loss on sale of fixed assets
114

 
63

 
 
1,923

Equity in earnings of unconsolidated subsidiaries
(742
)
 

 
 

Impact on cash from changes in:
 
 
 
 
 
 
Accounts receivable
13,744

 
(9,143
)
 
 
(21,184
)
Other receivables
2,696

 
996

 
 
(662
)
Related party receivables
179

 
(6,260
)
 
 
(117
)
Prepaid expenses and other assets
(4,426
)
 
8,116

 
 
(591
)
Advances from related party
(154
)
 
(10,371
)
 
 
24,116

Settlement of asset retirement obligations

(5,835
)
 
(806
)
 
 
(63
)
Accounts payable, accrued liabilities and other liabilities
(12,123
)
 
(78,542
)
 
 
23,857

Operating lease obligations
(1,376
)
 

 
 

Cash from operating activities
84,588

 
(64,822
)
 
 
26,336

Cash flows from investing activities:
 
 
 
 
 
 
Capital expenditures
(247,942
)
 
(340,631
)
 
 
(36,695
)
Acquisitions, net of cash acquired

 
(791,819
)
 
 
(1,218
)
Proceeds withdrawn from trust account

 
1,042,742

 
 

Investment in equity affiliate and other, net

 
(6,945
)
 
 

Cash from investing activities
(247,942
)
 
(96,653
)
 
 
(37,913
)
Cash flows from financing activities:
 
 
 
 
 
 
Proceeds from long-term debt borrowings
227,500

 
80,000

 
 
60,000

Repayments of long-term debt

 
(193,565
)
 
 
(43,000
)
Deferred financing costs paid

 
(3,670
)
 
 

Capital distributions

 

 
 
(68
)
Proceeds from issuance of Class A shares

 
400,000

 
 

Repayment of sponsor note

 
(2,000
)
 
 

Repayment of deferred underwriting compensation

 
(36,225
)
 
 

Redemption of Class A common shares

 
(33
)
 
 

Cash from financing activities
227,500

 
244,507

 
 
16,932

Net increase in cash, cash equivalents and restricted cash
64,146

 
83,032

 
 
5,355

Cash, cash equivalents and restricted cash, beginning of period
27,855

 
388

 
 
4,990

Cash, cash equivalents and restricted cash, end of period
$
92,001

 
$
83,420

 
 
$
10,345

 
The accompanying notes are an integral part of these financial statements.

5


ALTA MESA RESOURCES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Successor)
(in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Common Stock
 
 
 
 
 
Total
 
 
 
 

Class A
 
Class B
 
Class C
 
Paid-In
 
Accumulated
 
Stockholders’
 
Noncontrolling
 
Total

Shares
 
Amount
 
Shares
 
Amount
 
Shares
 
Amount
 
Capital
 
Deficit
 
Equity
 
Interests
 
Equity
Balance at February 8, 2018
3,862

 
$

 
25,875

 
$
3

 

 
$

 
$
3,106

 
$
(8,114
)
 
$
(5,005
)
 
$

 
$
(5,005
)
Conversion of common shares from Class B to Class A at closing of Business Combination
25,875

 
3

 
(25,875
)
 
(3
)
 

 

 

 

 

 

 

Class A common shares released from possible redemption
99,638

 
10

 

 

 

 

 
996,374

 

 
996,384

 

 
996,384

Class A common shares redeemed
(3
)
 

 

 

 

 

 
(33
)
 

 
(33
)
 

 
(33
)
Sale of Class A common shares
40,000

 
4

 

 

 

 

 
399,996

 

 
400,000

 

 
400,000

Class C common shares issued in connection with the closing of the Business Combination

 

 

 

 
213,402

 
21

 
(21
)
 

 

 

 

Noncontrolling interest in SRII Opco issued in the Business Combination

 

 

 

 

 

 

 

 

 
2,058,635

 
2,058,635

Balance at February 9, 2018
169,372

 
17

 

 

 
213,402

 
21

 
1,399,422

 
(8,114
)
 
1,391,346

 
2,058,635

 
3,449,981

Equity based compensation expense

 

 

 

 

 

 
3,466

 

 
3,466

 

 
3,466

Net loss

 

 

 

 

 

 

 
(13,330
)
 
(13,330
)
 
(20,424
)
 
(33,754
)
Balance at March 31, 2018
169,372

 
17

 

 

 
213,402

 
21

 
1,402,888

 
(21,444
)
 
1,381,482

 
2,038,211

 
3,419,693

Additional Class C common shares issued in connection with the settlement of the purchase consideration in the business combination

 

 

 

 
1,109

 

 

 

 

 

 

Noncontrolling interest in SRII Opco assumed in the business combination

 

 

 

 

 

 

 

 

 
8,758

 
8,758

Redemption of noncontrolling interests and Class C common shares for Class A common shares
9,589

 
1

 

 

 
(9,589
)
 
(1
)
 
90,872

 

 
90,872

 
(91,309
)
 
(437
)
Restricted stock awards vested
98

 

 

 

 

 

 

 

 

 

 

Equity based compensation expense

 

 

 

 

 

 
4,263

 

 
4,263

 

 
4,263

Net loss

 

 

 

 

 

 

 
(6,600
)
 
(6,600
)
 
(16,066
)
 
(22,666
)
Balance at June 30, 2018
179,059

 
$
18

 

 
$

 
204,922

 
$
20

 
$
1,498,023

 
$
(28,044
)
 
$
1,470,017

 
$
1,939,594

 
$
3,409,611


The accompanying notes are an integral part of these financial statements.







6










ALTA MESA RESOURCES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Successor)
(in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Common Stock
 
 
 
 
 
Total
 
 
 
 

Class A
 
Class B
 
Class C
 
Paid-In
 
Accumulated
 
Stockholders’
 
Noncontrolling
 
Total

Shares
 
Amount
 
Shares
 
Amount
 
Shares
 
Amount
 
Capital
 
Deficit
 
Equity
 
Interests
 
Equity
Balance at January 1, 2019
180,072

 
$
18

 

 
$

 
202,170

 
$
20

 
$
1,503,382

 
$
(1,532,813
)
 
$
(29,393
)
 
$
245,520

 
$
216,127

Restricted stock awards vested, net of taxes
338

 

 

 

 

 

 
67

 

 
67

 
(209
)
 
(142
)
Equity-based compensation expense

 

 

 

 

 

 
2,679

 

 
2,679

 

 
2,679

Net loss

 

 

 

 

 

 

 
(8,407
)
 
(8,407
)
 
(9,028
)
 
(17,435
)
Balance at March 31, 2019
180,410

 
18

 

 

 
202,170

 
20

 
1,506,128

 
(1,541,220
)
 
(35,054
)
 
236,283

 
201,229

Conversion of commons shares from Class C shares to Class A
2,182

 

 

 

 
(2,182
)
 

 
2,756

 

 
2,756

 
(2,756
)
 

Restricted stock awards vested, net of taxes
44

 

 

 

 

 

 
(8
)
 

 
(8
)
 
(15
)
 
(23
)
Equity-based compensation

 

 

 

 

 

 
840

 

 
840

 

 
840

Net income

 

 

 

 

 

 

 
2,245

 
2,245

 
9,354

 
11,599

Balance at June 30, 2019
182,636

 
$
18

 

 
$

 
199,988

 
$
20

 
$
1,509,716

 
$
(1,538,975
)
 
$
(29,221
)
 
$
242,866

 
$
213,645


The accompanying notes are an integral part of these financial statements.



7


ALTA MESA RESOURCES, INC.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS’ CAPITAL (Unaudited)
(in thousands)
 
໿
 
Predecessor
Balance, December 31, 2017
$
154,445

Distribution of non-STACK oil and gas assets, net of associated liabilities
43,482

Net loss
(14,862
)
Balance, February 8, 2018
$
183,065

The accompanying notes are an integral part of these financial statements.

8


ALTA MESA RESOURCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 1 — DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Alta Mesa Resources, Inc., together with its consolidated subsidiaries (“we” or “the Company”), is an independent exploration and production company focused on the acquisition, development, exploration and production of unconventional onshore oil and natural gas reserves in the eastern portion of the Anadarko Basin in Oklahoma. We operate in two reportable business segments - Upstream and Midstream. Alta Mesa Holdings, LP (“Alta Mesa”) conducts our Upstream activities and owns our proved and unproved oil and gas properties located in an area of the Anadarko Basin commonly referred to as the STACK. We generate upstream revenue principally by the production and sale of oil, gas and NGLs. We also operate in the Midstream segment through Kingfisher Midstream, LLC (“KFM”). KFM has a gas and oil gathering network, a cryogenic gas processing plant with offtake capacity, field compression facilities and a produced water disposal system in the Anadarko Basin that generate revenue primarily through long-term, fee-based contracts. The KFM midstream assets are integral to our Upstream operations, which we conduct in the same region, and they are strategically positioned to provide similar services to other producers in the area.

We were originally incorporated in Delaware in November 2016 as a special purpose acquisition company under the name Silver Run Acquisition Corporation II for the purpose of effecting a merger, exchange, acquisition, purchase, reorganization or similar business combination involving it and one or more businesses. On February 9, 2018 we acquired interests in Alta Mesa, Alta Mesa Holdings GP, LLC (“Alta Mesa GP”) and KFM through a newly formed subsidiary, SRII Opco, LP (“SRII Opco”) in a transaction referred to as the “Business Combination”, and changed our name from “Silver Run Acquisition Corporation II” to “Alta Mesa Resources, Inc.” As a result of our failure to comply with the continued listing requirements of the NASDAQ Capital Market (“NASDAQ”), trading in our Class A Common Stock and public warrants was suspended on September 24, 2019, and they are now traded over the counter under the trading symbols “AMRQQ” and “AMRWQ,” respectively. 

In connection with the closing of the Business Combination, Alta Mesa distributed its non-STACK oil and gas assets and associated liabilities to its prior owner, High Mesa Holdings, LP (“High Mesa”). The non-STACK assets and liabilities are reflected as discontinued operations in the Predecessor portion of our financial statements.

All intercompany transactions and accounts have been eliminated. These interim condensed consolidated financial statements are unaudited, but we believe these statements reflect all adjustments necessary for a fair presentation of the periods reported. All such adjustments are of a normal, recurring nature unless otherwise disclosed. These financial statements and disclosures have been prepared in accordance with the SEC’s rules for interim financial statements and do not include all the information and disclosures required by generally accepted accounting principles (“GAAP”) for complete financial statements. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our 2018 10-K. The results for the three and six months ended June 30, 2019 are not necessarily indicative of the results to be expected for the full year. We have no items of other comprehensive income during any period presented. Certain prior period amounts have been reclassified to conform to the current period presentation. 

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Going Concern
We are required to evaluate our ability to continue as a going concern for a period of one year following the date of issuance of our financial statements. As part of that evaluation, we took into consideration a number of factors that were previously disclosed in our 2018 10-K. Most significantly, we have seen significant reductions to our borrowing base under the Alta Mesa RBL in 2019. On April 1, 2019, our borrowing base under the Alta Mesa RBL was reduced by $30 million to $370.0 million leaving us with no meaningful remaining capacity available thereunder at that time. In August 2019, the Alta Mesa RBL lenders exercised their ability to make an optional redetermination of our borrowing base ahead of the regular redetermination scheduled in October 2019, and via this redetermination our borrowing base was reset to $200.0 million, effective August 13, 2019. As our combined borrowings and letters of credit outstanding exceeded the new borrowing base amount by $162.4 million, we had five months, beginning September 2019, to make ratable monthly payments of $32.5 million to cause utilization to be less than or equal to the borrowing base. Our Upstream business had cash on hand at August 31, 2019 of $63.0 million.

9



If by September 12, 2019, we had not made the first payment of $32.5 million, we would have been in default. Despite taking various actions to decrease our indebtedness and maintain our liquidity at sufficient levels to meet our commitments, on September 11, 2019, the Company, Alta Mesa, Alta Mesa GP, OEM GP, LLC, Alta Mesa Finance Services Corp, Alta Mesa Services and Oklahoma Energy Acquisitions, LP (the “AMH Debtors” and together with the Company, the “Debtors”) filed voluntary petitions (the “Bankruptcy Petitions”) for reorganization under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”). The Bankruptcy Court has granted a motion seeking joint administration of the Chapter 11 cases under the caption In re Alta Mesa Resources, Inc., et. al., Case No. 19-35133. The Debtors will continue to operate 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.

Certain of the Company’s other subsidiaries, including SRII Opco GP, LLC, SRII Opco, KFM and its subsidiaries Kingfisher STACK Oil Pipeline, LLC and Oklahoma Produced Water Solutions, LLC are not part of the Chapter 11 cases at this time.

On September 12, 2019, the Bankruptcy Court entered various orders requested by the Debtors in order to stabilize their businesses and operations as they entered into Chapter 11 bankruptcy proceedings, including orders authorizing the Debtors to honor certain obligations to employees, vendors, and holders of royalty interests. In addition, the AMH Debtors were authorized by the Bankruptcy Court to use cash collateral of the lenders under the Alta Mesa RBL. The cash collateral order permits the AMH Debtors to use their cash and proceeds of their collateral for an initial four week period on the terms and conditions agreed by the AMH Debtors and the lenders under the Alta Mesa RBL and set forth in the order. The terms and conditions include, without limitation, adherence to a budget with an agreed upon variance and meeting certain milestones. The ability to have continued access to the cash collateral will also be dependent upon the Bankruptcy Court’s approval of future versions of the cash collateral order and the related terms and conditions provided therein.

The Debtors have begun a marketing process to sell their assets, which may also include KFM’s midstream assets. Certain of the AMH Debtors have also filed a complaint seeking a Bankruptcy Court determination that the crude oil, gas, and water gathering agreements between Debtor Oklahoma Energy Acquisitions LP, an Alta Mesa subsidiary, and non-Debtors KFM and its subsidiaries can be rejected by the Debtors.

We have no meaningful cash available to us to meet our obligations apart from cash held by our subsidiaries. As a result of Alta Mesa’s bankruptcy and the limitations imposed under the approved cash collateral agreement, our only remaining source of liquidity is through KFM and SRII Opco. At August 31, 2019, SRII Opco had cash on hand of $5.7 million and KFM had cash on hand of $13.3 million, as well as remaining borrowing capacity of $74.0 million. Access to the remaining capacity under the KFM Credit Facility requires adherence to the terms and covenant compliance on a pro forma basis for any new borrowings. We believe that KFM will exhaust its borrowing capacity and fail to meet the maintenance covenants as early as the first quarter of 2020. On September 23, 2019, KFM received a letter from the Administrative Agent whereby the lenders under the KFM Credit Facility allege a potential event of default in respect of liens placed on KFM’s assets. Accordingly, we may not have access to the remaining borrowing capacity unless or until this matter is resolved, which could materially impact our ability to meet our financial obligations. These factors raise substantial unmitigated doubt about our ability to continue as a going concern.
Recently Issued Accounting Standards Applicable to Us
Adopted
Effective January 1, 2019, we adopted ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), which requires that lessees recognize a lease liability, which is a lessee’s discounted obligation to make payments under a lease, and a right-of-use asset, arising from a lessee’s right to use an asset over the lease term. Upon adoption, we used the modified retrospective method to apply the standard as of January 1, 2019 for existing leases with terms in excess of 12 months entered into prior to January 1, 2019.

Not Yet Adopted

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This standard requires the use of a new “expected credit loss” impairment model rather than the “incurred loss” model we use today. With respect to our trade and notes receivables and certain other financial instruments,

10


we may be required to (i) maintain and use lifetime loss information rather than annual loss data and (ii) forecast future economic conditions and quantify the effect of those conditions on future expected losses. The standard, including related amendments, which will be effective for us no earlier than January 2020, also requires additional disclosures regarding the credit quality of our trade and notes receivables and other financial instruments. No determination has yet been made of the impact of this new standard on our financial position or results of operations.

In August 2018, the FASB issued ASU No. 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Topic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018-15”). The amendments in this standard align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal use software (and hosting arrangements that include an internal-use software license). Under this new standard, a customer in a hosting arrangement that is a service contract is required to follow the guidance in Subtopic 350-40 to determine which implementation costs to capitalize as a prepaid asset related to the service contract and which costs to expense. The capitalized implementation costs are to be expensed over the term of the hosting arrangement and reflected in the same line in the consolidated statement of operations as the fees associated with the hosting element of the arrangement. Similarly, capitalized implementation costs are to be presented in the statement of cash flows in the same line as payments made for fees associated with the hosting element. We will adopt this new standard no earlier than January 1, 2020, although early adoption is permitted. We are currently evaluating the impact of this new standard on our consolidated financial position and results of operations and have not yet determined whether to apply the new standard retrospectively or prospectively to implementation costs incurred after the date of adoption.

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820) Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”), which modifies the disclosure requirements of fair value measurements. ASU 2018-13 is effective for us no earlier than January 2020. Certain disclosures are required to be applied on a retrospective basis and others on a prospective basis. We do not expect the adoption of this standard to impact our financial position or results of operations.

NOTE 3 — ADOPTION OF ASU NO. 2016-02, LEASES

ASU No. 2016-02 requires us to recognize a right-of-use (“ROU”) asset and a discounted lease liability on our balance sheet for all leases with a term longer than one year. We adopted ASU No. 2016-02 and related guidance using the modified retrospective method as of January 1, 2019, and this adoption had no effect on the earlier comparative periods presented. At adoption, we recognized operating lease ROU assets and operating lease liabilities totaling $15.4 million each. There was no adjustment to beginning retained earnings.

We lease office space, office equipment and field equipment, including compressors. Many of our leases include both lease and non-lease components which are primarily management services performed by the lessors for the underlying assets. All of our leases of office space and office equipment were classified as operating leases upon adoption. Our leases of field equipment had remaining terms of less than one year at the date of adoption and were not recognized as operating leases on our balance sheet due to our election of the short term lease practical expedient described below. Our leases do not contain any residual value guarantees or restrictive covenants. We do not currently sublease any of our ROU assets, although we may sublease our unused office lease space in the future.
Operating fixed lease expenses are recognized on a straight-line basis over the lease term. Variable lease payments, which cannot be determined at the lease commencement date, are not included in ROU assets or lease liabilities and are expensed as incurred.
Upon adoption, we selected the following practical expedients:

11


Practical expedient package
 
We did not reassess whether any expired or existing contracts are, or contain, leases.
 
 
We did not reassess the lease classification of any expired or existing leases.
 
 
We did not reassess initial direct costs of any expired or existing leases.
 
 
 
Hindsight practical expedient
 
We did not elect to use the hindsight practical expedient which allows for the use of hindsight when determining lease term, including option periods, and impairment of operating assets.
 
 
 
Easement expedient
 
We elected to maintain the current accounting treatment of existing contracts and not reassess whether those contracts met the definition of a lease.
 
 
 
Combining lease and non-lease components expedient
 
We elected to account for lease and non-lease components as a single component.
 
 
 
Short-term lease expedient
 
We elected the short-term lease recognition exemption for all classes of underlying assets. Expense for short-term leases is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less and that do not include an option to purchase the underlying asset that is reasonably certain to be recognized are not recorded on the balance sheet.


As most leases do not have readily determinable implicit rates, we estimated the incremental borrowing rates for our future lease payments based on prevailing financial market conditions at the later of date of adoption or lease commencement, credit analysis of comparable companies and management judgments to determine the present values of our lease payments. We also apply the portfolio approach to account for leases with similar terms. At June 30, 2019, the weighted-average remaining lease term of our operating leases was approximately 8.1 years and the weighted-average discount rate applied was 14.3%.

Lease Costs
(in thousands)
 
Three Months Ended
June 30, 2019
 
Six Months Ended June 30, 2019
Operating lease cost
 
$
828

 
$
1,675

Variable lease cost
 
478

 
849

Short-term lease cost
 
1,071

 
3,686

Total lease cost
 
$
2,377

 
$
6,210

 
 
 
 
 
Reported in:
 
 
 
 
Lease operating expense
 
$
1,029

 
$
3,675

General and administrative expense
 
1,348

 
2,535

Total lease cost
 
$
2,377

 
$
6,210




12


Operating Lease Liability Maturities as of June 30, 2019
Fiscal year
 
(in thousands)
Remainder of 2019
 
$
1,528

2020
 
3,081

2021
 
3,048

2022
 
3,108

2023
 
2,718

Thereafter
 
12,647

Total lease payments
 
26,130

Less: imputed interest
 
(11,150
)
Present value of operating lease liabilities
 
$
14,980

 
 
 
Current portion of operating lease liabilities
 
$
1,018

Operating lease liabilities, net of current portion
 
13,962

Present value of operating lease liabilities
 
$
14,980



As described further in our 2018 10-K, our minimum future contractual lease payments under ASC 840 at December 31, 2018 were $2.8 million for 2019, $2.9 million for 2020, $2.9 million for 2021, $3.1 million for 2022, $3.0 million for 2023 and $12.2 million thereafter.

Right-of-Use Asset Impairment

During the second quarter of 2019, we consolidated employees in existing leased office space in Houston, Texas and Oklahoma City, Oklahoma. We sought to sublease the unused office space within three buildings but we were unable to fully recover the cash due to the lessor under the existing operating lease obligations in those three buildings with proceeds from subleases. As a result, we recognized a $6.5 million impairment of our existing right-of-use lease assets in those buildings during the three months ended June 30, 2019. This impairment had no impact to our lease liability.

We also expect to attempt to reject certain of the leases pursuant to our Bankruptcy filing which could decrease our lease liability if we are successful with the rejection.

NOTE 4 - EARNINGS (LOSS) PER SHARE

The following table reflects the net income attributable to common stockholders and earnings per share for the periods indicated based on a weighted average number of common shares outstanding for the period:


13



Three Months Ended
June 30, 2019
 
Three Months Ended
June 30, 2018
 
 
Six Months Ended
June 30, 2019
 
February 9, 2018
Through
June 30, 2018

(in thousands, except shares and per share data)
Net income (loss) attributable to AMR Class A common stockholders
$
2,245

 
$
(6,600
)
 
 
$
(6,162
)
 
$
(19,930
)
Effect of dilutive Class C securities:
 
 
 
 
 
 
 
 
Net loss attributable to noncontrolling interests assumed to be redeemed for Class A Common Stock, net of tax

 
(2,157
)
 
 

 
(4,914
)
Net income (loss) attributable to AMR Class A common stockholders after assumed redemption
$
2,245

 
$
(8,757
)
 
 
$
(6,162
)
 
$
(24,844
)

 
 
 
 
 
 
 
 
Weighted average Class A common shares outstanding (Basic)
180,742,049

 
173,345,982

 
 
180,505,318

 
171,908,486

Effect of dilutive securities:
 
 
 
 
 
 
 
 
Class A shares assumed issued to holders of noncontrolling interests upon redemption

 
34,619,947

 
 

 
36,204,221

Weighted average common shares outstanding (Diluted)
180,742,049

 
207,965,929

 
 
180,505,318

 
208,112,707


 
 
 
 
 
 
 
 
Income (loss) per common share attributable to AMR common stockholders:
 
 
 
 
 
 
 
 
Basic
$
0.01

 
$
(0.04
)
 
 
$
(0.03
)
 
$
(0.12
)
Diluted
$
0.01

 
$
(0.04
)
 
 
$
(0.03
)
 
$
(0.12
)


NOTE 5 — SUPPLEMENTAL CASH FLOW INFORMATION

Successor
 
 
Predecessor
(in thousands)
Six Months Ended
June 30, 2019
 
February 9, 2018
Through
June 30, 2018
 
 
January 1, 2018
Through
February 8, 2018
Supplemental cash flow information:
 
 
 
 
 
 
Cash paid for interest
$
29,513

 
$
22,996

 
 
$
1,145

Cash paid for income taxes, net of refunds
706

 
1,573

 
 

Non-cash investing and financing activities:
 
 
 
 
 
 
Increase in asset retirement obligations
634

 
877

 
 

Increase (decrease) in accruals or payables for capital expenditures
(127,875
)
 
(25,798
)
 
 
4,896

Increase in withholding tax accruals for share-based compensation
165

 

 
 

Distribution of non-STACK assets, net of liabilities

 

 
 
43,482

Equity issued in Business Combination

 
2,067,393
 
 

Release of common stock from possible redemption

 
966,384
 
 

Tax effect of redemption of noncontrolling interests in SRII Opco for Class A common shares and other

 
(437)
 
 



We aggregate cash, cash equivalents and restricted cash in the statements of cash flows.  
໿



14


NOTE 6 — RECEIVABLES

Accounts Receivable
(in thousands)
June 30, 2019
 
December 31, 2018
Production and processing sales and fees
$
41,844

 
$
51,004

Joint interest billings
20,836

 
18,147

Pooling interest (1)
11,506

 
18,786

Allowance for doubtful accounts
(410
)
 
(95
)
Total accounts receivable, net
$
73,776

 
$
87,842

_________________
(1)
Pooling interest relates to Oklahoma’s forced pooling process which permits mineral interest owners the option to participate in the drilling of proposed wells.  The pooling interest listed above represents unbilled costs for wells where the option remains pending.  Depending upon the mineral owner’s decision, these costs will be billed to them or added to oil and gas properties.

Related Party Receivables
(in thousands)
June 30, 2019
 
December 31, 2018
Related party receivables
$
12,197

 
$
12,375

Allowance for doubtful accounts
(9,887
)
 
(9,034
)
Related party receivables, net
2,310

 
3,341

 
 
 
 
Notes receivable from related parties
13,403

 
13,403

Allowance for doubtful accounts
(13,403
)
 
(13,403
)
Notes receivable from related parties, net

 

Related party receivables, net
$
2,310

 
$
3,341



Management Services Agreement with High Mesa

(in thousands)
June 30, 2019
High Mesa related party receivable at December 31, 2018
$
10,066

Additions
894

Payments
(1,073
)
High Mesa related party receivable at June 30, 2019
9,887

Allowance for uncollectibility(1)
(9,887
)
Balance at June 30, 2019, net
$

_________________
(1)
$9.0 million of the allowance was recognized during the 2018 Successor Period.

Our management services agreement with HMI (“the High Mesa Agreement”) was terminated effective January 31, 2019. Through April 1, 2019, we were obligated to take all actions that HMI reasonably requested to effect the transition of the services to a successor service provider. During the transition period, HMI agreed to pay us (i) for all services performed, (ii) an amount equal to our costs and expenses incurred in connection with providing the services as provided for in the approved budget and (iii) an amount equal to our costs and expenses reimbursable pursuant to the High Mesa Agreement. As of June 30, 2019, and December 31, 2018, approximately $9.9 million and $10.1 million, respectively, were due from HMI for reimbursement of costs and expenses which are recorded as “Related party receivables, net” in the balance sheets. HMI has disputed certain of the amounts we billed. We are pursuing remedies under applicable law in connection with repayment of this receivable. There is no guarantee that HMI will pay the amounts it owes. In addition, our ability to collect these amounts or future amounts that may become due pursuant to indemnification obligations may be adversely impacted by liquidity and solvency issues at HMI. As a result of these circumstances, we have recognized an allowance for uncollectible accounts of $9.9

15


million and $9.0 million as of June 30, 2019 and December 31, 2018, respectively, to fully provide for the unremitted balances. We may also be subject to future contingent liabilities for the non-STACK assets for which we should have been indemnified, including liabilities associated with litigation relating to the non-STACK assets. As of June 30, 2019 and December 31, 2018, we have established no liabilities for contingent obligations associated with non-STACK assets owned by High Mesa.

Promissory notes receivable

High Mesa Services, LLC (“HMS”), a subsidiary of HMI, defaulted under the terms of a promissory note with us when it did not pay us on February 28, 2019, and HMS has failed to cure such default. We subsequently declared all amounts owed under the note immediately due and payable and we have fully reserved the promissory note balance, including interest paid-in-kind, totaling $1.7 million as of June 30, 2019 and December 31, 2018.

In addition, we have a note receivable from HMS which matures on December 31, 2019, and bears interest at 8% per annum, which may be paid-in-kind and added to the principal amount.  HMI disputes its obligations under the note. As of June 30, 2019, and December 31, 2018, the note receivable balance, including interest paid-in-kind, amounted to $11.7 million, for each respective period. This balance was fully reserved at the end of both periods.

We oppose HMI’s claims and believe HMI’s obligations under the notes to be valid assets and that the full amount is payable to us. We are pursuing remedies under applicable law in connection with repayment of the promissory notes. As a result of the potential conflict of interest from certain of AMR’s directors who are also controlling holders of HMI, AMR’s disinterested directors will address any potential conflicts of interest with respect to this matter.

NOTE 7 — PROPERTY AND EQUIPMENT

(in thousands)
June 30, 2019
 
December 31, 2018
Oil and gas properties
 
 
 
Unproved properties
$
76,665

 
$
74,217

 
 
 
 
Proved oil and gas properties
2,196,605

 
2,110,346

Accumulated depletion and impairment
(1,489,191
)
 
(1,421,226
)
Proved oil and gas properties, net
707,414

 
689,120

Total oil and gas properties, net
784,079

 
763,337

Other property and equipment
 
 
 
Land
5,600

 
5,600

Fresh water wells
27,373

 
27,366

Produced water disposal system
106,467

 
104,498

Gas processing plant and gathering lines
412,193

 
380,470

Office furniture, equipment and vehicles
3,755

 
3,703

Accumulated depreciation and impairment
(84,841
)
 
(77,368
)
Other property and equipment, net
470,547

 
444,269

Total property and equipment, net
$
1,254,626

 
$
1,207,606




16


Depletion and Depreciation Expense

 
Successor
 
 
Predecessor
(in thousands)
Three Months Ended
June 30, 2019
 
Three Months Ended
June 30, 2018
 
 
Six Months Ended
June 30, 2019
 
February 9, 2018
Through
June 30, 2018
 
 
January 1, 2018
Through
February 8, 2018
Oil and gas properties depletion
$
33,923

 
$
26,086

 
 
$
67,965

 
$
36,859

 
 
$
11,021

Midstream tangible asset depreciation
3,504

 
2,010

 
 
6,724

 
3,132

 
 

Other property and equipment depreciation
341

 
423

 
 
749

 
586

 
 
609

Total depletion and depreciation
$
37,768

 
$
28,519

 
 
$
75,438

 
$
40,577

 
 
$
11,630



Impairment

During the three months ended June 30, 2019, we evaluated the qualitative market conditions and other factors impacting our business and concluded that there were no indicators of impairment of our long-lived assets. Therefore, we did not conduct further analysis on the recognition of additional impairment.


17


NOTE 8 — DISCONTINUED OPERATIONS (Predecessor)

The results of operations of the non-STACK oil and gas assets and related liabilities distributed to High Mesa immediately prior to the Business Combination and presented as discontinued operations during the Predecessor Period were as follows:


Predecessor
(in thousands)
January 1, 2018
Through
February 8, 2018
Revenue
 
Oil
$
1,617

Natural gas
1,023

Natural gas liquids
236

Other
16

Operating revenue
2,892

Loss on sale of assets
(1,923
)
Total revenue
969

Operating expenses
 
Lease operating
1,770

Transportation and marketing
83

Production taxes
167

Workovers
127

Depreciation, depletion and amortization
884

Impairment of assets
5,560

General and administrative
21

Total operating expenses
8,612

Other expense
 
Interest expense
(103
)
Loss from discontinued operations, net of tax
$
(7,746
)


Predecessor
(in thousands)
January 1, 2018
Through
February 8, 2018
Total operating cash flows of discontinued operations
$
2,974

Total investing cash flows of discontinued operations
(601
)



18


NOTE 9 — DERIVATIVES  

The following summarizes the fair value and classification of our derivatives:

 
June 30, 2019
Balance sheet location
 
Gross
fair value
of assets
 
Gross liabilities
offset against assets
in the Balance Sheet
 
Net fair
value of assets
presented in
the Balance Sheet

 
(in thousands)
Derivatives, current assets
 
$
13,855

 
$
(9,128
)
 
$
4,727

Derivatives, long-term assets
 
11,977

 
(9,469
)
 
2,508

Total
 
$
25,832

 
$
(18,597
)
 
$
7,235

Balance sheet location
 
Gross
fair value
of liabilities
 
Gross assets
offset against liabilities
in the Balance Sheet
 
Net fair
value of liabilities
presented in
the Balance Sheet

 
(in thousands)
Derivatives, current liabilities
 
$
9,968

 
$
(9,128
)
 
$
840

Derivatives, long-term liabilities
 
9,658

 
(9,469
)
 
189

Total
 
$
19,626

 
$
(18,597
)
 
$
1,029


 
December 31, 2018
Balance sheet location
 
Gross
fair value
of assets
 
Gross liabilities
offset against assets
in the Balance Sheet
 
Net fair
value of assets
presented in
the Balance Sheet

 
(in thousands)
Derivatives, current assets
 
$
22,512

 
$
(6,089
)
 
$
16,423

Derivatives, long-term assets
 
7,910

 
(4,963
)
 
2,947

Total
 
$
30,422

 
$
(11,052
)
 
$
19,370

Balance sheet location
 
Gross
fair value
of liabilities
 
Gross assets
offset against liabilities
in the Balance Sheet
 
Net fair
value of liabilities
presented in
the Balance Sheet

 
(in thousands)
Derivatives, current liabilities
 
$
7,799

 
$
(6,089
)
 
$
1,710

Derivatives, long-term liabilities
 
5,143

 
(4,963
)
 
180

Total
 
$
12,942

 
$
(11,052
)
 
$
1,890



The following table summarizes the effect of our derivatives in the consolidated statements of operations (in thousands):
 
Successor
 
 
Predecessor
Derivatives not designated as hedges
Three Months Ended
June 30, 2019
 
Three Months Ended
June 30, 2018
 
 
Six Months Ended
June 30, 2019
 
February 9, 2018
Through
June 30, 2018
 
 
January 1, 2018
Through
February 8, 2018
Gain (loss) on derivatives -
 
 
 
 
 
 
 
 
 
 
 
Oil
$
5,134

 
$
(28,712
)
 
 
$
(16,535
)
 
$
(50,656
)
 
 
$
4,796

Natural gas
7,278

 
(507
)
 
 
5,170

 
(574
)
 
 
1,867

Total gain (loss) on derivatives
$
12,412

 
$
(29,219
)
 
 
$
(11,365
)
 
$
(51,230
)
 
 
$
6,663



Other receivables at June 30, 2019 and December 31, 2018 include $1.4 million and $1.3 million, respectively, of derivative positions scheduled to be settled in the next month.


19


We had the following call and put derivatives at June 30, 2019:
OIL

 
Volume
 
Weighted
 
Range
Settlement Period and Type of Contract
 
in bbls
 
Average
 
High
 
Low
2019
 
 

 
 

 
 

 
 

Price Swap Contracts 
 
92,000

 
$
63.03

 
$
63.03

 
$
63.03

Collar Contracts
 
 
 
 
 
 
 
 
Short Call Options
 
1,361,600

 
66.31

 
75.20

 
56.50

Long Put Options
 
1,453,600

 
53.80

 
62.00

 
50.00

Short Put Options
 
1,453,600

 
42.72

 
52.00

 
37.50

2020
 
 
 
 
 
 
 
 
Collar Contracts
 
 
 
 
 
 
 
 
Short Call Options
 
1,017,600

 
63.95

 
73.80

 
59.55

Long Put Options
 
1,566,600

 
56.81

 
62.50

 
50.00

Short Put Options
 
1,566,600

 
42.81

 
50.00

 
37.50

2021
 
 
 
 
 
 
 
 
Collar Contracts
 
 
 
 
 
 
 
 
Short Call Options
 
279,750

 
63.51

 
63.75

 
63.35

Long Put Options
 
659,850

 
46.94

 
55.00

 
41.00

Short Put Options
 
279,750

 
43.00

 
43.00

 
43.00



NATURAL GAS

 
Volume
 
Weighted
 
Range
Settlement Period and Type of Contract
 
in MMBtu
 
Average
 
High
 
Low
2019
 


 


 


 


Price Swap Contracts
 
7,980,000

 
$
2.67

 
$
2.72

 
$
2.64

Basis Swap Contracts
 
9,680,000

 
(0.72
)
 
(0.49
)
 
(0.93
)
Collar Contracts
 


 


 


 


Short Call Options
 
1,525,000

 
3.19

 
3.20

 
3.17

Long Put Options
 
1,525,000

 
2.70

 
2.70

 
2.70

Short Put Options
 
1,525,000

 
2.20

 
2.20

 
2.20

2020
 


 


 


 


Price Swap Contracts
 
1,284,000

 
2.54

 
2.54

 
2.54

Basis Swap Contracts
 
910,000

 
(0.49
)
 
(0.49
)
 
(0.50
)
Collar Contracts
 


 


 


 


Short Call Options
 
3,874,500

 
3.19

 
3.69

 
2.77

Long Put Options
 
10,749,500

 
2.59

 
3.00

 
2.50

Short Put Options
 
9,696,000

 
2.10

 
2.50

 
2.00

2021
 
 
 
 
 
 
 
 
Collar Contracts
 
 
 
 
 
 
 
 
Short Call Options
 
540,000

 
3.25

 
3.25

 
3.25

Long Put Options
 
2,790,000

 
2.62

 
2.65

 
2.50

Short Put Options
 
2,250,000

 
2.15

 
2.15

 
2.15




20


We had the following basis swaps at June 30, 2019:
Total Gas Volumes in MMBtu(1) over
Remaining Term
 
Reference Price 1 (1)
 
Reference Price 2 (1)
 
Period
 
Weighted
Average Spread
($ per MMBtu)
460,000
 
OneOK
 
NYMEX Henry Hub
 
Jul '19
 
 
Dec '19
 
$
(0.93
)
7,990,000
 
Tex/OKL Panhandle Eastern Pipeline
 
NYMEX Henry Hub
 
Jul '19
 
 
Dec '19
 
(0.70
)
910,000
 
Tex/OKL Panhandle Eastern Pipeline
 
NYMEX Henry Hub
 
Jan '20
 
 
Mar '20
 
(0.49
)
1,230,000
 
San Juan
 
NYMEX Henry Hub
 
Jul '19
 
 
Oct '19
 
(0.81
)

________________
(1)
Represents short swaps that fix the basis differentials between OneOK, Tex/OKL Panhandle Eastern Pipeline (“PEPL”), San Juan and NYMEX Henry Hub.

During September 2019, we closed out all open derivative positions resulting in net proceeds of approximately $4 million, which we applied against our outstanding borrowings under the Alta Mesa RBL.

NOTE 10 — ACCOUNTS PAYABLE AND ACCRUED LIABILITIES 
໿
(in thousands)
June 30, 2019
 
December 31, 2018
Accounts payable
$
12,526

 
$
20,422

 
 
 
 
Accruals for capital expenditures
22,669

 
139,904

Revenue and royalties payable
41,304

 
50,241

Accruals for operating expenses
14,853

 
21,830

Accrued interest
6,922

 
2,477

Derivative settlements
743

 
109

Other
10,884

 
12,456

Total accrued liabilities
97,375

 
227,017

Accounts payable and accrued liabilities
$
109,901

 
$
247,439



NOTE 11 — ASSET RETIREMENT OBLIGATIONS 

Successor
 
 
Predecessor
(in thousands)
Six Months Ended
June 30, 2019
 
February 9, 2018
Through
June 30, 2018
 
 
January 1, 2018
Through
February 8, 2018
Balance, beginning of period
$
11,552

 
$

 
 
$
10,469

Liabilities assumed in Business Combination

 
5,998

 
 

Liabilities incurred
634

 
877

 
 

Liabilities settled
(162
)
 
(806
)
 
 
(63
)
Liabilities transferred in sale of properties

 
(20
)
 
 

Revisions to estimates
(8
)
 
665

 
 
63

Accretion expense
470

 
263

 
 
40

Balance, end of period
12,486

 
6,977

 
 
10,509

Less: current portion
44

 
538

 
 
33

Long-term portion
$
12,442

 
$
6,439

 
 
$
10,476




21


NOTE 12 — DEBT
໿
(in thousands)
June 30, 2019
 
December 31, 2018
Alta Mesa RBL
$
344,500

 
$
161,000

KFM Credit Facility
218,000

 
174,000

2024 Notes
500,000

 
500,000

Unamortized premium on 2024 Notes
26,662


29,123

Total debt, net
1,089,162

 
864,123

Less: Current portion
1,089,162

 
690,123

Long-term debt, net
$

 
$
174,000


Alta Mesa RBL
In April 2019, our borrowing base under the Alta Mesa RBL was reduced from $400.0 million to $370.0 million, leaving us with no meaningful remaining capacity available thereunder at that time. In August 2019, the Alta Mesa RBL lenders exercised their ability to make an optional redetermination of our borrowing base ahead of the regular redetermination scheduled in October 2019, and via this redetermination, our borrowing base was reset to $200.0 million, effective August 13, 2019. As our combined borrowings and letters of credit outstanding exceeded the new borrowing base amount by $162.4 million, we had five months, beginning September 2019, to make ratable monthly payments of $32.5 million to cause utilization to be less than or equal to the borrowing base. As indicated in our discussion of going concern, we and the AMH Debtors filed for bankruptcy protection prior to making these payments.

The Alta Mesa RBL has two covenants that are tested quarterly:

a ratio of Alta Mesa’s current assets to current liabilities, inclusive of specified adjustments, of not less than 1.0 to 1.0; and
a ratio of Alta Mesa’s consolidated debt to its consolidated Adjusted EBITDAX (the “leverage ratio”) of not greater than 4.0 to 1.0
Alta Mesa’s filing of the Bankruptcy Petitions constituted an event of default under the Alta Mesa RBL that accelerated Alta Mesa’s obligations thereunder. Under the Bankruptcy Code, the lenders under the Alta Mesa RBL are stayed from taking any action against the AMH Debtors as a result of an event of default.
KFM Credit Facility
The KFM Credit Facility, as amended, provides for an aggregate committed borrowing capacity of $300.0 million.
There are two maintenance covenants under the KFM Credit Facility that are tested quarterly:
a ratio of KFM’s total debt to its consolidated adjusted EBITDA of not greater than 4.5 to 1.0, (which increases to 4.75 after KFM exceeds consolidated EBITDA of $75.0 million) for any 4 quarter period; and
a minimum interest coverage ratio of KFM’s adjusted EBITDA to interest expense of not less than 2.5 to 1.0.
The KFM Credit Facility also limits KFM to holding no more than $15.0 million in cash and limits its ability to amend affiliate contracts. Our bankruptcy filing did not constitute an event of default under the KFM Credit Facility.
At August 31, 2019, remaining borrowing capacity under the KFM Credit Facility totaled $74.0 million. Access to the remaining capacity under the KFM Credit Facility requires adherence to the terms and covenant compliance on a pro forma basis for any new borrowings. We believe that KFM will exhaust its borrowing capacity and fail to meet the maintenance covenants as early as the first quarter of 2020. On September 23, 2019, KFM received a letter from the Administrative Agent whereby the lenders under the KFM Credit Facility allege a potential event of default in respect of liens placed on KFM’s assets. Accordingly, we may not have access to the remaining borrowing capacity unless or until this matter is resolved, which could materially impact our ability to meet our financial obligations.


22


2024 Notes
We have estimated the fair value of the 2024 Notes to be $193.8 million at June 30, 2019, which is based on their most recent trading values, which is a Level 1 determination.
Alta Mesa’s filing of the Bankruptcy Petitions constituted an event of default under the 2024 Notes that accelerated Alta Mesa’s obligations thereunder. Under the Bankruptcy Code, the holders of the 2024 Notes are stayed from taking any action against Alta Mesa as a result of an event of default including acceleration.
Scheduled Maturities of Debt
Fiscal year
 
(in thousands)
2019
 
$

2020
 

2021
 

2022
 

2023
 
562,500

Thereafter
 
500,000


 
$
1,062,500



Based upon our going concern conclusions and the default associated with Alta Mesa’s bankruptcy filing, we believe that our indebtedness under the Alta Mesa RBL and our 2024 Notes should be reported as current liabilities despite their scheduled maturities shown above. We have reported our Alta Mesa RBL debt and our 2024 Notes as current at June 30, 2019. In addition, based on the factors described under “KFM Credit Facility” above, we have also reported all of our Midstream debt as current at June 30, 2019 despite the scheduled maturities shown above.

NOTE 13 — COMMITMENTS AND CONTINGENCIES 
There have been no material developments during the first six months of 2019 in relation to our commitments and contingencies as compared to our discussion of those matters in our 2018 10-K. The commencement of the Chapter 11 proceedings automatically stayed certain actions against the Company, including the matters discussed in our 2018 10-K.
NOTE 14 — SIGNIFICANT CONCENTRATIONS 

During most of the first quarter of 2019 and throughout 2018, ARM Energy Management, LLC ("ARM") marketed our oil, gas and NGLs for a marketing fee that is deducted from sales proceeds collected by ARM from purchasers. The sales were generally made under short-term contracts with month-to-month pricing based on published regional indices, adjusted for transportation, location and quality.  In March 2019, in preparation for handling oil and NGL marketing responsibilities internally, we began receiving payments for the sale of oil and NGLs directly from purchasers and separately paying the marketing fee owed to ARM.  As of June 1, 2019, we terminated our oil and NGL marketing agreement with ARM and have begun marketing such products internally. We have extended the term of our gas marketing agreement with ARM through November 30, 2019.
ARM has also provided us with strategic advice, execution and reporting services with respect to our derivatives activities.

23


 
Successor
 
 
Predecessor
(in thousands)
Three Months Ended
June 30, 2019
 
Three Months Ended
June 30, 2018
 
 
Six Months Ended
June 30, 2019
 
February 9, 2018
Through
June 30, 2018
 
 
January 1, 2018
Through
February 8, 2018
Revenue marketed by ARM on our behalf
$
25,833

 
$
90,206

 
 
$
119,224

 
$
131,422

 
 
$
28,757

 
 
 
 
 
 
 
 
 
 
 
 
Marketing and management fees paid to ARM
$
519

 
$

 
 
$
1,216

 
$

 
 
$

Fees paid to ARM for services relating to our derivatives
218

 
209

 
 
411

 
283

 
 
66

Total fees paid to ARM
$
737

 
$
209

 
 
$
1,627

 
$
283

 
 
$
66



Receivables from ARM for sales on our behalf were $6.6 million and $43.8 million as of June 30, 2019 and December 31, 2018, respectively, which are reflected in accounts receivable on our balance sheets.

We believe that the loss of any of our customers, or of our marketing agent ARM, would not have a material adverse effect on us because alternative purchasers and marketing firms are readily available. 

NOTE 15 EQUITY-BASED COMPENSATION (Successor)

Stock compensation expense recognized was as follows:
 
Successor
 
 
Predecessor
(in thousands)
Three Months Ended
June 30, 2019
 
Three Months Ended
June 30, 2018
 
 
Six Months Ended
June 30, 2019
 
February 9, 2018
Through
June 30, 2018
 
 
January 1, 2018
Through
February 8, 2018
Stock options
$
660

 
$
1,722

 
 
$
1,899

 
$
2,787

 
 
$

Restricted stock awards
35

 
1,260

 
 
1,468

 
2,493

 
 

Performance-based restricted stock units
145

 
1,281

 
 
152

 
2,449

 
 

Total compensation expense
$
840

 
$
4,263

 
 
$
3,519

 
$
7,729

 
 
$



Performance-based restricted stock units (“PSUs”) issued in 2018 generally vest over three years at 20% during the first year (“2018 tranche”), 30% during the second year (“2019 tranche”), and 50% during the third year (“2020 tranche”). The number of PSUs vesting each year is based on achievement of annual company-specific performance goals and obligations applicable to each year of vesting. Based on achievement of those goals and objectives, the number of PSUs that can vest range from 0% to 200% of the target growth applicable to each vesting period. The performance goals set for the 2018 tranche were not attained and, therefore, the 2018 tranche was forfeited as of December 31, 2018, except with respect to separations involving employment agreements whereby the separated employee was eligible to receive the award granted.

The performance targets for the 2019 tranche of performance-based restricted stock units were established in March 2019 and 572,990 PSUs were deemed granted at that time. The fair value of the 2019 tranche granted was $0.27 per unit, which will be recognized as expense over the remainder of 2019, subject to continued employment.

No performance targets have yet been established for the 2020 tranche and therefore, no expense will be recognized for those awards until the specific targets have been established and probability of attainment can be measured.

NOTE 16 — RELATED PARTY TRANSACTIONS 

David Murrell, our Vice President of Land and Business Development, is the principal of David Murrell & Associates, which provided land consulting services to us until termination of our contract in December 2018. The primary employee of David Murrell & Associates is his spouse, Brigid Murrell. Services were provided at a pre-negotiated hourly rate based on actual time utilized by us. Total expenditures under this arrangement were approximately $83,000 and $28,000 for the period February 9,

24


2018 through June 30, 2018, and the Predecessor Period, respectively. These amounts are recorded in general and administrative expenses.

David McClure, AMR’s former Vice President of Facilities and Infrastructure, and the son-in-law of our former President and Chief Executive Officer, Harlan H. Chappelle, received total compensation of $768,860, $1,017,711 and $28,874 during the six months ended June 30, 2019, the period February 9, 2018 through June 30, 2018, and the Predecessor Period, respectively. These amounts are included in general and administrative expense. Mr. McClure separated from the Company in February 2019.

David Pepper, Surface Land Manager for KFM, and the cousin of our Vice President of Land and Business Development, David Murrell, received total compensation of $117,962, $297,134, $67,322, for the six months ended June 30, 2019, the period February 9, 2018 through June 30, 2018, and the Predecessor Period, respectively. These amounts are included in general and administrative expense.

Bayou City Agreement

In January 2016, our wholly owned subsidiary Oklahoma Energy entered into a Joint Development Agreement, as amended on June 10, 2016 and December 31, 2016, (the “JDA”), with BCE, a fund advised by Bayou City, to fund a portion of our drilling operations and to allow us to accelerate development of our STACK acreage. The JDA established a development plan of 60 wells in three tranches, and provides opportunities for an additional 20 wells. Pursuant to the JDA, BCE committed to fund 100% of our working interest share up to a maximum average well cost of $3.2 million in drilling and completion costs per well for any tranche. We are responsible for any drilling and completion costs exceeding approved amounts. BCE may request refunds of certain advances from time to time if funded wells previously on the drilling schedule were subsequently removed. In exchange for funding the drilling and completion costs, BCE receives 80% of our working interest in each wellbore, which BCE interest will be reduced to 20% of our initial working interest upon BCE achieving a 15% internal rate of return on the wells within a tranche and automatically further reduced to 12.5% of our initial interest upon BCE achieving a 25% internal rate of return. Following the completion of each joint well, we and BCE will each bear our respective proportionate working interest share of all subsequent costs related to such joint well.  Mr. William McMullen, one of our directors, is founder and managing partner of BCE. The approximate dollar value of the amount involved in this transaction, or Mr. McMullen’s interests in the transaction, depends on a number of factors outside his control and is not known at this time.  During the Predecessor Period, BCE advanced us approximately $39.5 million to drill wells under the JDA. As of June 30, 2019, 61 joint wells have been drilled or spudded. At June 30, 2019 and December 31, 2018, $4.0 million and $9.8 million, respectively of revenue and net advances remaining from BCE for their working interest share of the drilling and development costs arising under the JDA were included as “Advances from related party” in our condensed consolidated balance sheets. At June 30, 2019, there were no funded horizontal wells in progress, and we do not expect any wells to be developed in 2019 pursuant to the JDA. On June 11, 2019, we received a letter from BCE noticing us of alleged defaults under the JDA. We dispute these allegations and intend to vigorously defend ourselves.


25


NOTE 17 — BUSINESS SEGMENT INFORMATION


Three Months Ended June 30, 2019
(in thousands)
Exploration &
Production
 
Midstream
 
Corporate and Eliminations
 
Total
Revenue
 
 
 
 
 
 
 
Oil
$
90,668

 
$

 
$

 
$
90,668

Natural gas
12,384

 

 

 
12,384

Natural gas liquids
10,251

 

 

 
10,251

Sales of gathered production

 
10,439

 

 
10,439

Midstream revenue

 
22,112

 
(15,563
)
 
6,549

Segment sales revenue
113,303

 
32,551

 
(15,563
)
 
130,291

Other revenue
330

 
6,693

 
(4,009
)
 
3,014

Operating revenue
113,633

 
39,244

 
(19,572
)
 
133,305

Gain on sale of assets

 

 

 

Gain (loss) on derivatives
12,412

 

 

 
12,412

Total revenue
126,045

 
39,244

 
(19,572
)
 
145,717

Operating expenses
 
 
 
 
 
 
 
Lease operating
19,123

 

 
(4,009
)
 
15,114

Transportation, processing and marketing
19,614

 
2,786

 
(15,563
)
 
6,837

Midstream operating

 
6,520

 

 
6,520

Cost of sales for purchased gathered production

 
8,720

 

 
8,720

Production taxes
5,117

 

 

 
5,117

Workovers
412

 
395

 

 
807

Exploration
3,289

 

 

 
3,289

Depreciation, depletion and amortization
34,504

 
3,505

 

 
38,009

Impairment of assets
6,500

 

 

 
6,500

General and administrative
15,723

 
5,324

 
6,125

 
27,172

Total operating expenses
104,282

 
27,250

 
(13,447
)
 
118,085

Operating income
21,763

 
11,994

 
(6,125
)
 
27,632

Other income (expense)
 
 
 
 
 
 
 
Interest expense
(14,071
)
 
(2,684
)
 

 
(16,755
)
Interest income
54

 
6

 
19

 
79

Equity in earnings of unconsolidated subsidiaries

 
643

 

 
643

Total other income (expense)
(14,017
)
 
(2,035
)
 
19

 
(16,033
)
Income (loss) from continuing operations before income taxes
7,746

 
9,959

 
(6,106
)
 
11,599

 
 
 
 
 
 
 
 
Interest expense
14,071

 
2,684

 

 
16,755

Depreciation, depletion and amortization
34,504

 
3,505

 

 
38,009

Gain on unrealized hedges
(11,868
)
 

 

 
(11,868
)
Impairment of assets
6,500

 

 

 
6,500

Equity-based compensation
1,396

 
(556
)
 

 
840

Exploration
3,289

 

 

 
3,289

Severance costs
609

 
88

 

 
697

Strategic costs
4,061

 

 

 
4,061

Adjusted EBITDAX
$
60,308

 
$
15,680

 
$
(6,106
)
 
$
69,882

 
 
 
 
 
 
 
 
Equity method investment at period end
$

 
$
1,842

 
$

 
$
1,842

Capital expenditures
47,061

 
39,533

 

 
86,594


26





Three Months Ended June 30, 2018
(in thousands)
Exploration &
Production
 
Midstream
 
Corporate and Eliminations
 
Total
Revenue
 
 
 
 
 
 
 
Oil
$
75,291

 
$

 
$

 
$
75,291

Natural gas
7,980

 

 

 
7,980

Natural gas liquids
10,241

 

 

 
10,241

Sales of gathered production

 
21,024

 
(12,100
)
 
8,924

Midstream revenue

 
15,849

 
(9,032
)
 
6,817

Segment sales revenue
93,512

 
36,873

 
(21,132
)
 
109,253

Other revenue
2,229

 

 

 
2,229

Operating revenue
95,741

 
36,873

 
(21,132
)
 
111,482

Gain on sale of assets
(63
)
 

 

 
(63
)
Gain (loss) on derivatives
(29,219
)
 

 

 
(29,219
)
Total revenue
66,459

 
36,873

 
(21,132
)
 
82,200

Operating expenses
 
 
 
 
 
 
 
Lease operating
12,679

 

 

 
12,679

Transportation, processing and marketing
11,205

 
3,223

 
(9,032
)
 
5,396

Midstream operating

 
3,313

 

 
3,313

Cost of sales for purchased gathered production

 
21,002

 
(12,100
)
 
8,902

Production taxes
2,606

 

 

 
2,606

Workovers
333

 

 

 
333

Exploration
8,083

 

 

 
8,083

Depreciation, depletion and amortization
26,670

 
7,264

 

 
33,934

Impairment of assets

 

 

 

General and administrative
17,811

 
4,140

 
505

 
22,456

Total operating expenses
79,387

 
38,942

 
(20,627
)
 
97,702

Operating income
(12,928
)
 
(2,069
)
 
(505
)
 
(15,502
)
Other income (expense)
 
 
 
 
 
 
 
Interest expense
(10,361
)
 
(1,418
)
 

 
(11,779
)
Interest income
820

 

 
4

 
824

Total other income (expense)
(9,541
)
 
(1,418
)
 
4

 
(10,955
)
Income (loss) from continuing operations before income taxes
(22,469
)
 
(3,487
)
 
(501
)
 
(26,457
)
 
 
 
 
 
 
 
 
Interest expense
10,361

 
1,418

 

 
11,779

Depreciation, depletion and amortization
26,670

 
7,264

 

 
33,934

Loss on unrealized hedges
14,860

 

 

 
14,860

Equity-based compensation
3,621

 
465

 
177

 
4,263

Exploration
8,083

 

 

 
8,083

Business Combination
443

 

 

 
443

Adjusted EBITDAX
$
41,569

 
$
5,660

 
$
(324
)
 
$
46,905

 
 
 
 
 
 
 
 
Capital expenditures
$
189,732

 
$
17,844

 
$

 
$
207,576






27



Six Months Ended June 30, 2019
(in thousands)
Exploration &
Production
 
Midstream
 
Corporate and Eliminations
 
Total
Revenue
 
 
 
 
 
 
 
Oil
$
177,031

 
$

 
$

 
$
177,031

Natural gas
30,834

 

 

 
30,834

Natural gas liquids
21,467

 

 

 
21,467

Sales of gathered production

 
19,999

 

 
19,999

Midstream revenue

 
44,488

 
(30,784
)
 
13,704

Segment sales revenue
229,332

 
64,487

 
(30,784
)
 
263,035

Other revenue
898

 
14,374

 
(9,173
)
 
6,099

Operating revenue
230,230

 
78,861

 
(39,957
)
 
269,134

Gain on sale of assets
1,483

 

 

 
1,483

Gain (loss) on derivatives
(11,365
)
 

 

 
(11,365
)
Total revenue
220,348

 
78,861

 
(39,957
)
 
259,252

Operating expenses
 
 
 
 
 
 
 
Lease operating
44,231

 

 
(9,173
)
 
35,058

Transportation, processing and marketing
37,375

 
4,849

 
(30,784
)
 
11,440

Midstream operating

 
12,671

 

 
12,671

Cost of sales for purchased gathered production

 
18,415

 

 
18,415

Production taxes
10,600

 

 

 
10,600

Workovers
609

 
511

 

 
1,120

Exploration
5,343

 

 

 
5,343

Depreciation, depletion and amortization
69,179

 
6,729

 

 
75,908

Impairment of assets
6,500

 

 

 
6,500

General and administrative
36,670

 
13,387

 
6,633

 
56,690

Total operating expenses
210,507

 
56,562

 
(33,324
)
 
233,745

Operating income
9,841

 
22,299

 
(6,633
)
 
25,507

Other income (expense)
 
 
 
 
 
 
 
Interest expense
(26,901
)
 
(5,314
)
 

 
(32,215
)
Interest income
81

 
10

 
39

 
130

Equity in earnings of unconsolidated subsidiaries

 
742

 

 
742

Total other income (expense)
(26,820
)
 
(4,562
)
 
39

 
(31,343
)
Income (loss) from continuing operations before income taxes
(16,979
)
 
17,737

 
(6,594
)
 
(5,836
)
 
 
 
 
 
 
 
 
Interest expense
26,901

 
5,314

 

 
32,215

Depreciation, depletion and amortization
69,179

 
6,729

 

 
75,908

Loss on unrealized hedges
12,274

 

 

 
12,274

Impairment of assets
6,500

 

 

 
6,500

Equity-based compensation
3,057

 
462

 

 
3,519

Exploration
5,343

 

 

 
5,343

Severance costs
4,584

 
1,984

 

 
6,568

Strategic costs
4,061

 

 

 
4,061

Business Combination
10

 

 

 
10

Adjusted EBITDAX
$
114,930

 
$
32,226

 
$
(6,594
)
 
$
140,562

 
 
 
 
 
 
 
 
Equity method investment at period end
$

 
$
1,842

 
$

 
$
1,842

Capital expenditures
180,138

 
67,804

 

 
247,942

Total assets at period end
999,744

 
458,882

 
(6,569
)
 
1,452,057


28




February 9, 2018 Through June 30, 2018
(in thousands)
Exploration &
Production
 
Midstream
 
Corporate and Eliminations
 
Total
Revenue
 
 
 
 
 
 
 
Oil
$
115,569

 
$

 
$

 
$
115,569

Natural gas
13,190

 

 

 
13,190

Natural gas liquids
14,955

 

 

 
14,955

Sales of gathered production

 
31,634

 
(18,837
)
 
12,797

Midstream revenue

 
23,671

 
(13,594
)
 
10,077

Segment sales revenue
143,714

 
55,305

 
(32,431
)
 
166,588

Other revenue
2,784

 

 

 
2,784

Operating revenue
146,498

 
55,305

 
(32,431
)
 
169,372

Gain (loss) on sale of assets
5,076

 

 

 
5,076

Gain (loss) on derivatives
(51,230
)
 

 

 
(51,230
)
Total revenue
100,344

 
55,305

 
(32,431
)
 
123,218

Operating expenses
 
 
 
 
 
 
 
Lease operating
20,996

 

 

 
20,996

Transportation, processing and marketing
16,788

 
5,561

 
(13,594
)
 
8,755

Midstream operating

 
3,900

 

 
3,900

Cost of sales for purchased gathered production

 
31,548

 
(18,837
)
 
12,711

Production taxes
4,021

 

 

 
4,021

Workovers
1,578

 

 

 
1,578

Exploration
9,668

 

 

 
9,668

Depreciation, depletion and amortization
37,708

 
11,905

 

 
49,613

Impairment of assets

 

 

 

General and administrative
52,465

 
6,313

 
1,430

 
60,208

Total operating expenses
143,224

 
59,227

 
(31,001
)
 
171,450

Operating income
(42,880
)
 
(3,922
)
 
(1,430
)
 
(48,232
)
Other income (expense)
 
 
 
 
 
 
 
Interest expense
(15,557
)
 
(1,666
)
 

 
(17,223
)
Interest income
1,366

 

 
4

 
1,370

Total other income (expense)
(14,191
)
 
(1,666
)
 
4

 
(15,853
)
Income (loss) from continuing operations before income taxes
(57,071
)
 
(5,588
)
 
(1,426
)
 
(64,085
)
 
 
 
 
 
 
 
 
Interest expense
15,557

 
1,666

 

 
17,223

Depreciation, depletion and amortization
37,708

 
11,905

 

 
49,613

Loss on unrealized hedges
32,896

 

 

 
32,896

Loss on sale of fixed assets
63

 

 

 
63

Equity-based compensation
6,389

 
507

 
833

 
7,729

Exploration
9,668

 

 

 
9,668

Business Combination
23,717

 

 

 
23,717

Adjusted EBITDAX
$
68,927

 
$
8,490

 
$
(593
)
 
$
76,824

 
 
 
 
 
 
 
 
Capital expenditures
$
319,042

 
$
21,589

 
$

 
$
340,631

Total assets at period end
2,817,714

 
1,427,792

 
8,152

 
4,253,658




29


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with the condensed consolidated financial statements and related notes included elsewhere in this report. The following discussion and analysis contains forward-looking statements that reflect our future plans, estimates, beliefs and expected performance. The forward-looking statements are dependent upon events, risks and uncertainties that may be outside our control. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, the impact of the Chapter 11 proceedings on our business, the volatility of oil and gas prices, production timing and volumes, our ability to continue as a going concern, estimates of proved reserves, operating costs and capital expenditures, economic and competitive conditions, regulatory changes and other uncertainties, as well as those factors discussed in “Cautionary Statement Regarding Forward-Looking Statements” at the beginning of this Quarterly Report and in the sections titled “Risk Factors” in this Quarterly Report, our Q1 2019 Form 10-Q and in our 2018 10-K, all of which are difficult to predict. As a result of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur.

Overview

We are an independent exploration and production company focused on the acquisition, development, exploration and production of unconventional onshore oil and natural gas reserves in the eastern portion of the Anadarko Basin in Oklahoma. We operate in two reportable business segments - Upstream and Midstream. Alta Mesa conducts our Upstream activities and owns our proved and unproved oil and gas properties located in an area of the Anadarko Basin commonly referred to as the STACK. We generate upstream revenue principally by the production and sale of oil, gas and NGLs. We also operate in the Midstream segment through KFM. KFM has a gas and oil gathering network, a cryogenic gas processing plant with offtake capacity, field compression facilities and a produced water disposal system in the Anadarko Basin that generate revenue primarily through long-term, fee-based contracts. The KFM midstream assets are integral to our Upstream operations, which we conduct in the same region, and they are strategically positioned to provide similar services to other producers in the area.

As of June 30, 2019, we have a highly contiguous position of approximately 130,000 net acres in the up-dip, naturally-fractured oil portion of the STACK primarily in eastern Kingfisher and southeastern Major counties in Oklahoma. Our drilling locations primarily target the Osage, Meramec and Oswego formations. After the Business Combination, we conducted development activities using a spacing array of 6 to 10 wells per section and running up to 9 rigs at the peak activity level. In late 2018, our production across the acreage evidenced that the well spacing was not delivering the well level production that we expected. During January 2019, we suspended our development program to allow our new management team to conduct a full operational and economic review. We restarted our development program in March 2019 with a less dense spacing pattern of up to five wells per section. In addition, we have worked to improve our economic returns by reducing well costs, general and administrative expense and other operating expense. We have operated 2 rigs since restarting the program, however, in order to preserve liquidity in anticipation of the bankruptcy filing in September 2019, we have ceased all development activities, unless or until such activities are approved by the Court or until our bankruptcy can be resolved.

We anticipate that the reduced Alta Mesa development attendant to the bankruptcy proceedings could also result in less gathering volumes for KFM, which will adversely impact KFM’s revenue, EBITDA and operating cash flows. During bankruptcy, we will be dependent on liquidity provided by our non-debtor subsidiaries, including KFM, to meet our financial obligations. Access to the remaining capacity under the KFM Credit Facility requires adherence to the terms and covenant compliance on a pro forma basis for any new borrowings. We believe that KFM will exhaust its borrowing capacity and fail to meet the maintenance covenants as early as the first quarter of 2020. On September 23, 2019, KFM received a letter from the Administrative Agent whereby the lenders under the KFM Credit Facility allege a potential event of default in respect of liens placed on KFM’s assets. Accordingly, we may not have access to the remaining borrowing capacity unless or until this matter is resolved, which could materially impact our ability to meet our financial obligations.

Pursuant to the Business Combination, we recorded the acquired assets and liabilities at their estimated fair values on the closing date.  This resulted in our financial presentation being separated into two distinct periods, the period before the Business Combination (“Predecessor Period”) and the period after the Business Combination (“Successor Period”). The Company’s financial presentation reflects Alta Mesa as the “Predecessor” for the period January 1, 2018 to February 8, 2018. The Company, including the consolidated results of Alta Mesa and KFM, is the “Successor” for periods since February 9, 2018.

Accordingly, for purposes of explaining our segment results, we have presented the results of our Upstream and Midstream segments for the three months ended June 30, 2019, in comparison to the results for the three months ended June 30, 2018, and

30


the results for the six months ended June 30, 2019, in comparison to (i) the results of the Upstream and Midstream segments for the period February 9, 2018 through June 30, 2018, and (ii) the results of Alta Mesa for the Predecessor Period. As KFM was acquired on February 9, 2018, its results are not included in the Predecessor Period.

We distributed our non-STACK oil and gas assets and liabilities to High Mesa in connection with the closing of the Business Combination. We report the non-STACK oil and gas assets and liabilities as discontinued operations during the Predecessor Period.

Outlook, Market Conditions and Commodity Prices

Our revenue, profitability and future growth rate depend on many factors, particularly the prices of oil, gas and NGLs, which are beyond our control.  The success of our business is significantly affected by the price of oil due to its weighting in our production profile. 

Factors affecting oil prices include worldwide economic conditions; geopolitical activities in various regions of the world; worldwide supply and demand conditions; weather conditions; actions taken by the Organization of Petroleum Exporting Countries; and the value of the U.S. dollar in international currency markets. Commodity prices remain unpredictable and we cannot accurately predict future commodity prices and, therefore, cannot determine with any degree of certainty what effect increases or decreases in these prices will have on our capital expenditures, production volumes or revenues.  In the event that oil, gas and NGL prices significantly decrease, such decreases could have a material adverse effect on our financial condition, the carrying value of our oil and natural gas properties, our proved reserves and our ability to finance operations, including the amount of the borrowing capacity under the Alta Mesa RBL.

Key performance indicators

During 2019, our board of directors has established the following operating measures as key performance indicators for executive management compensation and the Company as a whole:

Production;
General and administrative costs (excluding strategic costs);
Lease operating expense;
Well drilling and completion costs; and
Adjusted EBITDA or EBITDAX.

We will focus on measuring our performance against baseline and prior year comparable periods during this and future filings.
The Company’s management believes Adjusted EBITDA for our Midstream segment and Adjusted EBITDAX for our Upstream segment are useful because they allow users to more effectively evaluate our operating performance, compare the results of our operations from period to period and against our peers without regard to our financing methods or capital structure and because it highlights trends in our businesses that may not otherwise be apparent when relying solely on GAAP measures. Adjusted EBITDA and Adjusted EBITDAX should not be considered as alternatives to our net income (loss), operating income (loss) or other performance measures derived in accordance with GAAP and may not be comparable to similarly titled measures in other companies’ reports.

Going concern

We are required to evaluate our ability to continue as a going concern for a period of one year following the date of issuance of our financial statements. As part of that evaluation, we took into consideration a number of factors that were previously disclosed in our 2018 10-K. Most significantly, we have seen significant reductions to our borrowing base under the Alta Mesa RBL in 2019. On April 1, 2019, our borrowing base under the Alta Mesa RBL was reduced by $30 million to $370.0 million leaving us with no meaningful remaining capacity available thereunder at that time. In August 2019, the Alta Mesa RBL lenders exercised their ability to make an optional redetermination of our borrowing base ahead of the regular redetermination scheduled in October 2019, and via this redetermination our borrowing base was reset to $200 million, effective August 13, 2019. As our combined borrowings and letters of credit outstanding exceeded the new borrowing base amount by $162.4 million, we had five months, beginning September 2019, to make ratable monthly payments of $32.5 million to cause

31


utilization to be less than or equal to the borrowing base. Our Upstream business had cash on hand at August 31, 2019 of $63.0 million.

If by September 12, 2019, we had not made the first payment of $32.5 million, we would have been in default. Despite taking various actions to decrease our indebtedness and maintain our liquidity at sufficient levels to meet our commitments, on September 11, 2019, the Debtors filed Bankruptcy Petitions for reorganization under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”). The Bankruptcy Court has granted a motion seeking joint administration of the Chapter 11 cases under the caption In re Alta Mesa Resources, Inc., et. al., Case No. 19-35133. The Debtors will continue to operate 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.

Certain of the Company’s other subsidiaries, including SRII Opco GP, LLC, SRII Opco, KFM and its subsidiaries Kingfisher STACK Oil Pipeline, LLC and Oklahoma Produced Water Solutions, LLC are not part of the Chapter 11 cases at this time.

On September 12, 2019, the Bankruptcy Court entered various orders requested by the Debtors in order to stabilize their businesses and operations as they entered into Chapter 11 bankruptcy proceedings, including orders authorizing the Debtors to honor certain obligations to employees, vendors, and holders of royalty interests. In addition, the AMH Debtors were authorized by the Bankruptcy Court to use cash collateral of the lenders under the Alta Mesa RBL. The cash collateral order permits the AMH Debtors to use their cash and proceeds of their collateral for an initial four week period on the terms and conditions agreed by the AMH Debtors and the lenders under the Alta Mesa RBL and set forth in the order. The terms and conditions include, without limitation, adherence to a budget with an agreed upon variance and meeting certain milestones. The ability to have continued access to the cash collateral will also be dependent upon the Bankruptcy Court’s approval of future versions of the cash collateral order and the related terms and conditions provided therein.

The Debtors have begun a marketing process to sell their assets, which may also include KFM’s midstream assets. Certain of the AMH Debtors have also filed a complaint seeking a Bankruptcy Court determination that the crude oil, gas, and water gathering agreements between Debtor Oklahoma Energy Acquisitions LP, an Alta Mesa subsidiary, and non-Debtors KFM and its subsidiaries can be rejected by the Debtors.

We have no meaningful cash available to us to meet our obligations apart from cash held by our subsidiaries. As a result of Alta Mesa’s bankruptcy and the limitations imposed under the approved cash collateral agreement, our only remaining source of liquidity is through KFM and SRII Opco. At August 31, 2019, SRII Opco had cash on hand of $5.7 million and KFM had cash on hand of $13.3 million, as well as remaining borrowing capacity of $74.0 million. Access to the remaining capacity under the KFM Credit Facility requires adherence to the terms and covenant compliance on a pro forma basis for any new borrowings. We believe that KFM will exhaust its borrowing capacity and fail to meet the maintenance covenants as early as the first quarter of 2020. On September 23, 2019, KFM received a letter from the Administrative Agent whereby the lenders under the KFM Credit Facility allege a potential event of default in respect of liens placed on KFM’s assets. Accordingly, we may not have access to the remaining borrowing capacity unless or until this matter is resolved, which could materially impact our ability to meet our financial obligations.

Delisting from Stock Exchange

As a result of our failure to comply with the continued listing requirements of the NASDAQ, trading in our Class A Common Stock and public warrants was suspended on September 24, 2019, and they are now traded over the counter under the trading symbols “AMRQQ” and “AMRWQ,” respectively.

Derivatives

The objective of our hedging program is to produce, over time, relative revenue stability. However, both settlements and fair value changes in our derivatives can significantly impact our short-term results of operations. During September 2019, we closed out all open derivative positions resulting in net proceeds of approximately $4 million, which we applied against our outstanding borrowings under the Alta Mesa RBL.

Impairments

No long-lived asset impairments were recognized during the six months ended June 30, 2019, except for certain operating lease right-of-use assets described above. However, in late fourth quarter of 2018, the combination of depressed prevailing oil and

32


gas prices, changes to assumed spacing in conjunction with evolving views on the viability of multiple benches and reduced individual well expectations, along with other factors, resulted in impairment charges of $2.0 billion to our oil and gas properties and $1.2 billion to our Midstream segment goodwill, tangible and intangible assets during the quarter ended December 31, 2018. Individual well expectations were impacted by reductions in estimated reserve recovery of original oil and gas in place.
 
Factors affecting future performance

The primary factors affecting our production levels, which may be interrelated, are current commodity prices, capital availability, the effectiveness and efficiency of our production operations, the success of our drilling program and our inventory of drilling prospects. In addition, our wells have significant natural production declines. Our development program was established to overcome this natural decline. Sustaining our production levels or our future growth will depend on our ability to continue to develop reserves, including our ability to fund such development. We expect that our ability to add reserves through drilling and other development techniques will be significantly curtailed as a result of our bankruptcy filing, which will have an adverse effect on any revenue growth and, as a result, our cash flow from operations.


33


RESULTS OF OPERATIONS

For the Three Months Ended June 30, 2019 (“Second Quarter 2019”) Compared to the Three Months Ended June 30, 2018 (“Second Quarter 2018”).
Upstream Segment Results

Revenue

Our oil, gas and NGLs revenue varies as a result of changes in commodity prices and production volumes.  The following table summarizes our revenue and production data for the periods presented:
(in thousands, except per unit data)
Second Quarter 2019
 
Second Quarter 2018
Net production:
 
 
 
Oil (Mbbls)
1,545

 
1,123

Natural gas (MMcf)
6,283

 
3,944

NGLs (Mbbls)
819

 
554

Total (MBoe)
3,411

 
2,334


 
 
 
Average net daily production volumes:
 
 
 
Oil (Mbblsd)
17.0

 
12.3

Natural gas (MMcfd)
69.0

 
43.3

NGLs (Mbblsd)
9.0

 
6.1

Total (MBoed)
37.5

 
25.6


 
 
 
Average sales prices:
 
 
 
Oil (per bbl)
$
58.67

 
$
67.09

Effect of realized derivatives settlements (per bbl)
0.12

 
(12.80
)
Oil, after hedging (per bbl)
$
58.79

 
$
54.29

Percentage of unhedged realized oil price to NYMEX oil price
98
%
 
99
%

 
 
 
Natural gas (per Mcf)
$
1.97

 
$
2.02

Effect of realized derivatives settlements (per Mcf)
0.06

 

Natural gas, after hedging (per Mcf)
$
2.03

 
$
2.02


 
 
 
NGLs (per bbl)
$
12.52

 
$
18.47

Effect of realized derivatives settlements (per bbl)

 

NGLs, after hedging (per bbl)
$
12.52

 
$
18.47

 
 
 
 
Revenue
 
 
 
Oil sales
$
90,668

 
$
75,291

Natural gas sales
12,384

 
7,980

NGL sales
10,251

 
10,241

Total sales revenue
$
113,303

 
$
93,512

Oil sales for the Second Quarter 2019 increased due to increased production, partially offset by lower average sales prices before hedging. The increase in production was due to the extensive development program conducted following the Business Combination.

Natural gas sales for the Second Quarter 2019 increased primarily due to increased production as a result of the extensive development program conducted following the Business Combination.

34



NGL sales for the Second Quarter 2019 increased modestly due to increased 2019 production, mostly offset by lower average prices. The increase in production volume was primarily due to the impact of our development activities after the Business Combination. 


Derivatives
(in thousands)
Second Quarter 2019
 
Second Quarter 2018
Gain (loss) on derivatives:
 
 
 
Oil
$
191

 
$
(14,362
)
Natural gas
353

 
3

Total realized gains (losses)
544

 
(14,359
)
Unrealized gains (losses)
11,868

 
(14,860
)
Total gain (loss) on derivatives
$
12,412

 
$
(29,219
)
Decreases and increases in future commodity prices during each period compared to futures prices in effect at the time of execution of our outstanding derivatives resulted in the gains and losses recognized, respectively, during each quarter.

Operating Expenses
(in thousands, except per unit data)
Second Quarter 2019
 
Second Quarter 2018
Operating expenses:
 
 
 
Lease operating
$
19,123

 
$
12,679

Transportation and marketing
19,614

 
11,205

Production taxes
5,117

 
2,606

Workovers
412

 
333

Exploration
3,289

 
8,083

Depreciation, depletion and amortization
34,504

 
26,670

Impairment
6,500

 

General and administrative
15,723

 
17,811

Total operating expense
$
104,282

 
$
79,387

 
 
 
 
Operating expenses per BOE:
 
 
 
Lease operating
$
5.61

 
$
5.43

Transportation and marketing
5.75

 
4.80

Production taxes
1.50

 
1.12

Workovers
0.12

 
0.14

Depreciation, depletion and amortization
10.12

 
11.43

Lease operating expense for the Second Quarter 2019 increased due to higher production and the impact of additional costs associated with the sale of our produced water assets to our affiliate KFM in the fourth quarter of 2018.
Transportation and marketing expense for the Second Quarter 2019 increased due to higher volumes. The fee we pay per unit reflects the firm processing capacity at the plant, as well as firm transport for our residue gas at the tailgate of the plant. The amount for the Second Quarter 2019 also reflects a more significant expense due to an increase in committed capacity which went unused.
Production taxes for the Second Quarter 2019 increased due to the increase in oil and NGL revenue and an increase in the Oklahoma severance tax rate from 2% to 5%, effective in the third quarter of 2018, for wells in their first 3 years of production.

35


(in thousands)
Second Quarter 2019
 
Second Quarter 2018
Exploration expense:
 
 
 
Geological and geophysical costs
$
366

 
$
1,139

Other exploration expense, including expired leases
2,909

 
6,579

ARO settlements in excess of recorded liabilities
14

 
365

Total exploration expense
$
3,289

 
$
8,083

Exploration expense during the Second Quarter 2019 decreased compared to the Second Quarter 2018 largely due to $3.7 million of lower expired lease costs.
Depreciation, depletion and amortization was lower on a per BOE basis during the Second Quarter 2019 largely due to the amount of impairment taken on our oil and gas properties during the fourth quarter of 2018, which reduced the depletable base.
During the Second Quarter 2019, we recognized a $6.5 million impairment of our operating lease right-of-use assets.
(in thousands)
Second Quarter 2019
 
Second Quarter 2018
General and administrative expense:
 
 
 
Employee-related costs
$
6,649

 
$
6,126

Equity-based compensation
1,396

 
3,621

Professional fees
126

 
3,843

Strategic costs
4,061

 

Business Combination

 
443

Severance costs
609

 

Information technology
946

 
2,146

Operating leases
1,293

 
995

Provision for uncollectible receivables
298

 

Other
345

 
637

Total general and administrative expense
$
15,723

 
$
17,811

General and administrative expenses during the Second Quarter 2019 decreased due mainly to lower costs associated with equity-based compensation expense and information technology costs associated with the change in control. General and administrative expense during the Second Quarter 2019 also included costs for legal and financial advisory services associated with financial structuring activities, including negotiations with representatives of our lenders and other third parties.


36


Below is a reconciliation of our income (loss) from continuing operations before income taxes to our Adjusted EBITDAX:

(in thousands)
Second Quarter 2019
 
Second Quarter 2018
Income (loss) from continuing operations before income taxes
$
7,746

 
$
(22,469
)
 
 
 
 
Interest expense
14,071

 
10,361

Depreciation, depletion and amortization
34,504

 
26,670

Exploration
3,289

 
8,083

Loss (gain) on unrealized hedges
(11,868
)
 
14,860

Impairment of assets
6,500

 

Equity-based compensation
1,396

 
3,621

Severance costs
609

 

Strategic costs
4,061

 

Business Combination

 
443

Adjusted EBITDAX
$
60,308

 
$
41,569

Other (Income) Expense
(in thousands)
Second Quarter 2019
 
Second Quarter 2018
Alta Mesa RBL
$
5,204

 
$

2024 Notes
9,844

 
9,844

Bond premium amortization
(1,231
)
 
(1,231
)
Deferred financing cost amortization
94

 
80

Other
160

 
1,668

Total interest expense
14,071

 
10,361

Interest income
(54
)
 
(820
)
Total other (income) expense, net
$
14,017

 
$
9,541

Interest expense for the Second Quarter 2019 increased due primarily to increased levels of borrowings under the Alta Mesa RBL. Other interest expense includes commitment fees and interest expense related to our joint development agreement with BCE.


37



Midstream Segment Results


Revenue
(in thousands)
Second Quarter 2019
 
Second Quarter 2018
Sales of gathered production
$
10,439

 
$
21,024

Midstream revenue
22,112

 
15,849

Produced water disposal fees
6,693

 

Total Midstream revenue
$
39,244

 
$
36,873

 
 
 
 
KFM gas volumes (MMcf)
12,736

 
8,704

KFM crude oil volumes (Mbbls)
443

 
301

KFM produced water gathering volumes (Mbbls)
6,941

 


Sales of gathered production during the Second Quarter 2019 decreased compared to the Second Quarter 2018 due to a decline in volumes from third-party producers that are processed and sold back to the producers.

Midstream revenue during the Second Quarter 2019 increased compared to the Second Quarter 2018 due to increased receipt point volumes and the impact of a second cryogenic processing train being commissioned in mid 2018.

Produced water disposal fees during the Second Quarter 2019 resulted from the acquisition of produced water disposal assets from Alta Mesa during the fourth quarter of 2018.

Operating Expenses
(in thousands)
Second Quarter 2019
 
Second Quarter 2018
Midstream operating
$
6,520

 
$
3,313

Cost of sales for purchased gathered production
8,720

 
21,002

Transportation and processing
2,786

 
3,223

Workovers
395

 

Depreciation and amortization
3,505

 
7,264

General and administrative
5,324

 
4,140

Total operating expenses
$
27,250

 
$
38,942


Midstream operating expense for the Second Quarter 2019 increased compared to the Second Quarter 2018 due to additional operating expenses for the produced water disposal assets acquired from Alta Mesa during the fourth quarter of 2018 and the impact of higher volumes, which led to higher compressor-related costs.

Cost of sales of purchased gathered production decreased in the Second Quarter 2019 as compared to the Second Quarter 2018, reflective of the sales decline to third parties noted above.

Transportation and processing expense declined in the Second Quarter 2019 as compared to the Second Quarter 2018 as a result of the segment’s cost reduction efforts during the current period.

Depreciation and amortization during the Second Quarter 2018 included $5.3 million of amortization expense related to intangible customer relationship assets that were fully impaired at December 31, 2018. This impact was partially offset by an increase of $1.5 million in depreciation of tangible assets during the Second Quarter 2019 due to capital spending since June 30, 2018, including the purchase of the produced waster disposal assets from Alta Mesa in the fourth quarter of 2018.


38


(in thousands)
Second Quarter 2019
 
Second Quarter 2018
General and administrative expenses:
 
 
 
Employee-related costs
$
3,745

 
$
2,995

Equity-based compensation
(556
)
 
465

Professional fees
748

 
415

Strategic costs
648

 
5

Severance costs
88

 

Information technology

 
4

Operating leases
55

 
25

Other
596

 
231

Total general and administrative expense
$
5,324

 
$
4,140


General and administrative expense increased during the Second Quarter 2019 as a result of increased headcount and higher legal and financial advisory services associated with financial structuring activities. The departure of our Vice President and Chief Operating Officer - Midstream resulted in recognition during the Second Quarter 2019 of the forfeiture of certain previously expensed equity compensation awards.

Below is a reconciliation of Midstream adjusted EBITDA to income (loss) from continuing operations before income taxes:
(in thousands)
Second Quarter 2019
 
Second Quarter 2018
Income (loss) from continuing operations before income taxes
$
9,959

 
$
(3,487
)
 
 
 
 
Interest expense
2,684

 
1,418

Depreciation and amortization
3,505

 
7,264

Impairment of assets

 

Equity-based compensation
(556
)
 
465

Severance costs
88

 

Adjusted Midstream EBITDA
$
15,680

 
$
5,660


Other (Income) Expense
(in thousands)
Second Quarter 2019
 
Second Quarter 2018
KFM Credit Facility
$
2,429

 
$
322

Predecessor revolving credit facility

 
827

Deferred financing cost amortization
154

 
72

Other
101

 
197

Total interest expense
2,684

 
1,418

Interest income
(6
)
 

Equity in earnings of unconsolidated subsidiaries
(643
)
 

Total other (income) expense, net
$
2,035

 
$
1,418


Interest expense for the Second Quarter 2019 increased primarily due to increased levels of borrowings under the KFM Credit Facility compared to the predecessor credit facility. Deferred financing costs associated with the KFM Credit Facility are being amortized over the facility’s remaining term. Other interest primarily relates to commitment fees.


39


Equity in earnings of unconsolidated subsidiaries represents our share of the net income during the Second Quarter 2019 associated with our 50% ownership in the Cimarron pipeline (“Cimarron”). Our investment in Cimarron is accounted for under the equity method.


40


For the Six Months Ended June 30, 2019 (“2019 Period”) Compared to the Periods February 9, 2018 Through June 30, 2018 (Successor) and January 1, 2018 Through February 8, 2018 (Predecessor)
The tables included below set forth financial information for the Successor Periods and Predecessor Period, which are distinct reporting periods as a result of the Business Combination.  The Predecessor Period amounts below exclude operating results related to discontinued operations. We refer to the combined Predecessor Period and Successor Period from February 9, 2018 through June 30, 2018 and January 1, 2018 through February 8, 2018 as the “2018 Period”.

Upstream Segment Results

Revenue

Our oil, gas and NGLs revenue varies as a result of changes in commodity prices and production volumes.  The following table summarizes our revenue and production data for the periods presented:


Successor
 
 
Predecessor
(in thousands, except per unit data)
Six Months Ended
June 30, 2019
 
February 9, 2018
Through
June 30, 2018
 
 
January 1, 2018
Through
February 8, 2018
Net production:
 
 
 
 
 
 
Oil (Mbbl)
3,164

 
1,774

 
 
494

Natural gas (MMcf)
12,114

 
6,192

 
 
1,609

NGLs (Mbbl)
1,614

 
777

 
 
151

Total (MBoe)
6,797

 
3,583

 
 
914


 
 
 
 
 
 
Average net daily production volumes:
 
 
 
 
 
 
Oil (Mbbld)
17.5

 
12.5

 
 
12.7

Natural gas (MMcfd)
66.9

 
43.6

 
 
41.2

NGLs (Mbbld)
8.9

 
5.5

 
 
3.9

Total (MBoed)
37.6

 
25.2

 
 
23.4


 
 
 
 
 
 
Average sales prices:
 
 
 
 
 
 
Oil (per bbl)
$
55.94

 
$
65.16

 
 
$
62.68

Effect of realized derivatives settlements (per bbl)
0.61

 
(11.01
)
 
 
(6.44
)
Oil, after hedging (per bbl)
$
56.55

 
$
54.15

 
 
$
56.24

Percentage of unhedged realized oil price to NYMEX oil price
97
%
 
99
%
 
 
99
%

 
 
 
 
 
 
Natural gas (per Mcf)
$
2.55

 
$
2.13

 
 
$
2.66

Effect of realized derivatives settlements (per Mcf)
(0.08
)
 
0.09

 
 
0.94

Natural gas, after hedging (per Mcf)
$
2.47

 
$
2.22

 
 
$
3.60


 
 
 
 
 
 
NGLs (per bbl)
$
13.30

 
$
19.25

 
 
$
26.41

Effect of realized derivatives settlements (per bbl)

 

 
 

NGLs, after hedging (per bbl)
$
13.30

 
$
19.25

 
 
$
26.41

 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
Oil sales
$
177,031

 
$
115,569

 
 
$
30,972

Natural gas sales
30,834

 
13,190

 
 
4,276

NGL sales
21,467

 
14,955

 
 
4,000

Total sales
$
229,332

 
$
143,714

 
 
$
39,248


41



Oil sales for the 2019 Period increased due to increased production, partially offset by lower average sales prices before hedging. The increase in production was due to the extensive development program conducted following the Business Combination.

Natural gas sales for the 2019 Period increased due to both an increase in production as a result of the extensive development program conducted following the Business Combination and higher prevailing market prices.

NGL sales for the 2019 Period increased due to increased production, significantly offset by lower average prices. The increase in production volume was primarily due to the impact of our extensive 2018 development activities following the Business Combination.

Gain (loss) on sale of assets for the 2019 Period included a gain from the sale of seismic data totaling $1.5 million compared to a similar gain of $5.9 million during the 2018 Period.

Derivatives


Successor
 
 
Predecessor
(in thousands)
Six Months Ended
June 30, 2019
 
February 9, 2018
Through
June 30, 2018
 
 
January 1, 2018
Through
February 8, 2018
Gain (loss) on derivatives:
 
 
 
 
 
 
Oil
$
1,936

 
$
(18,892
)
 
 
$
(3,819
)
Natural gas
(1,027
)
 
558

 
 
1,523

Total realized gains (losses)
909

 
(18,334
)
 
 
(2,296
)
Unrealized gains (losses)
(12,274
)
 
(32,896
)
 
 
8,959

Total gain (loss) on derivatives
$
(11,365
)
 
$
(51,230
)
 
 
$
6,663


Decreases and increases in future commodity prices during each period compared to futures prices in effect at the time of execution of our outstanding derivatives resulted in the gains and losses recognized, respectively, during each six month period.


42


Operating Expenses


Successor
 
 
Predecessor
(in thousands, except per unit data)
Six Months Ended
June 30, 2019
 
February 9, 2018
Through
June 30, 2018
 
 
January 1, 2018
Through
February 8, 2018
Operating expenses:
 
 
 
 
 
 
Lease operating
$
44,231

 
$
20,996

 
 
$
4,408

Transportation and marketing
37,375

 
16,788

 
 
3,725

Production taxes
10,600

 
4,021

 
 
953

Workovers
609

 
1,578

 
 
423

Exploration
5,343

 
9,668

 
 
7,003

Depreciation, depletion and amortization
69,179

 
37,708

 
 
11,670

Impairment of assets
6,500

 

 
 

General and administrative
36,670

 
52,465

 
 
21,234

Total operating expense
$
210,507

 
$
143,224

 
 
$
49,416

 
 
 
 
 
 
 
Operating expenses per BOE:
 
 
 
 
 
 
Lease operating
$
6.51

 
$
5.86

 
 
$
4.82

Transportation and marketing
5.50

 
4.69

 
 
4.08

Production taxes
1.56

 
1.12

 
 
1.04

Workovers
0.09

 
0.44

 
 
0.46

Depreciation, depletion and amortization
10.18

 
10.52

 
 
12.77


Lease operating expense for the 2019 Period increased primarily due to higher production and the impact of additional costs associated with the sale of our produced water assets to our affiliate KFM in the fourth quarter of 2018.

Transportation and marketing expense for the 2019 Period increased primarily due to higher volumes. The fee we pay per unit reflects the firm processing capacity at the plant, as well as firm transport for our residue gas at the tailgate of the plant.  The 2019 period also reflects a more significant expense due to an increase in committed capacity which went unused.

Production taxes for the 2019 Period increased primarily due to the increase in oil and NGL revenue and an increase in the Oklahoma severance tax rate from 2% to 5%, effective in the third quarter of 2018, for wells in their first 3 years of production. 

Workovers are associated with maintenance and other efforts to increase production. During the 2019 Period, these costs decreased due to minimal workover projects being undertaken.


Successor
 
 
Predecessor
(in thousands)
Six Months Ended
June 30, 2019
 
February 9, 2018
Through
June 30, 2018
 
 
January 1, 2018
Through
February 8, 2018
Exploration expense:
 
 
 
 
 
 
Geological and geophysical costs
$
678

 
$
1,590

 
 
$
2,440

Other exploration expense, including expired leases
4,604

 
7,412

 
 
4,504

ARO settlements in excess of recorded liabilities
61

 
666

 
 
59

Total exploration expense
$
5,343

 
$
9,668

 
 
$
7,003



43


Exploration expense for the 2019 Period decreased primarily due to our cost reduction efforts, including a reduced number of employees in the geology department, and a decrease in expenses relating to expired or expiring leaseholds.


Successor
 
 
Predecessor
(in thousands)
Six Months Ended
June 30, 2019
 
February 9, 2018
Through
June 30, 2018
 
 
January 1, 2018
Through
February 8, 2018
General and administrative expense:
 
 
 
 
 
 
Employee-related costs
$
14,957

 
$
12,646

 
 
$
1,032

Equity-based compensation
3,057

 
6,389

 
 

Professional fees
3,723

 
5,083

 
 
1,019

Strategic costs
4,061

 

 
 

Business Combination
10

 
23,717

 
 
17,040

Severance costs
4,584

 

 
 

Information technology
1,980

 
2,649

 
 

Operating leases
2,317

 
1,486

 
 
208

Provision for uncollectible receivables
1,177

 

 
 

Other
804

 
495

 
 
1,935

Total general and administrative expense
$
36,670

 
$
52,465

 
 
$
21,234


General and administrative expense for the 2019 Period decreased compared to the 2018 Period primarily due to nonrecurring Business Combination costs and other professional fees incurred in the 2018 Period for advisors helping to value and integrate the acquired business. General and administrative expense during the 2019 Period also included costs for legal and financial advisory services associated with financial structuring activities, including negotiations with representatives of our lenders and other third parties.

Below is a reconciliation of our income (loss) from continuing operations before income taxes to our Adjusted EBITDAX:

 
Successor
 
 
Predecessor
(in thousands)
Six Months Ended
June 30, 2019
 
February 9, 2018
Through
June 30, 2018
 
 
January 1, 2018
Through
February 8, 2018
Income (loss) from continuing operations before income taxes
$
(16,979
)
 
$
(57,071
)
 
 
$
(7,116
)
 
 
 
 
 
 
 
Interest expense
26,901

 
15,557

 
 
5,511

Depreciation, depletion and amortization
69,179

 
37,708

 
 
11,670

Exploration
5,343

 
9,668

 
 
7,003

Loss (gain) on unrealized hedges
12,274

 
32,896

 
 
(8,959
)
Loss on sale of property and equipment

 
63

 
 

Impairment of assets
6,500

 

 
 

Equity-based compensation
3,057

 
6,389

 
 

Severance costs
4,584

 

 
 

Strategic costs
4,061

 

 
 

Business Combination
10

 
23,717

 
 
17,040

Adjusted EBITDAX
$
114,930

 
$
68,927

 
 
$
25,149



44


Other (Income) Expense


Successor
 
 
Predecessor
(in thousands)
Six Months Ended
June 30, 2019
 
February 9, 2018
Through
June 30, 2018
 
 
January 1, 2018
Through
February 8, 2018
Alta Mesa RBL
$
8,783

 
$
252

 
 
$
815

2024 Notes
19,688

 
16,406

 
 
3,281

Bond premium amortization
(2,462
)
 
(2,051
)
 
 

Deferred financing cost amortization
139

 
80

 
 
171

Other
753

 
870

 
 
1,244

Total interest expense
26,901

 
15,557

 
 
5,511

Interest income
(81
)
 
(1,366
)
 
 
(172
)
Total other (income) expense, net
$
26,820

 
$
14,191

 
 
$
5,339

Interest expense for the 2019 Period increased primarily due to increased levels of borrowing under the Alta Mesa RBL. Other interest expense includes commitment fees and interest expense related to our joint development agreement with BCE.

45


Midstream Segment Results

Revenue
(in thousands)
Six Months Ended June 30, 2019
 
February 9, 2018
Through
June 30, 2018
Sales of gathered production
$
19,999

 
$
31,634

Midstream revenue
44,488

 
23,671

Produced water disposal fees
14,374

 

Total Midstream revenue
$
78,861

 
$
55,305

 
 
 
 
KFM gas volumes (MMcf)
25,100

 
12,944

KFM crude oil volumes (Mbbls)
1,037

 
433

KFM produced water gathering volumes (Mbbls)
14,622

 


Sales of gathered production during the 2019 Period decreased compared to the 2018 Period due to a decline in volumes from third-party producers that are processed and sold back to the producers.

Midstream revenue during the 2019 Period increased compared to the 2018 Period due to increased receipt point volumes and the impact of a second cryogenic processing train being commissioned in mid 2018.

Produced water disposal fees during the 2019 Period resulted from the acquisition of produced water disposal assets from Alta Mesa during the fourth quarter of 2018.

Operating Expenses
(in thousands)
Six Months Ended June 30, 2019
 
February 9, 2018
Through
June 30, 2018
Midstream operating
$
12,671

 
$
3,900

Cost of sales for purchased gathered production
18,415

 
31,548

Transportation and processing
4,849

 
5,561

Workovers
511

 

Depreciation and amortization
6,729

 
11,905

General and administrative
13,387

 
6,313

Total operating expenses
$
56,562

 
$
59,227


Midstream operating expense for the 2019 Period increased compared to the 2018 Period due to additional operating expenses for the produced water disposal assets acquired from Alta Mesa during the fourth quarter of 2018 and the impact of higher volumes, which led to higher compressor-related costs.

Cost of sales of purchased gathered production decreased in the 2019 Period as compared to the 2018 Period, reflective of the sales decline to third parties noted above.

Transportation and processing expense declined in the 2019 Period as compared to the 2018 Period as a result of the segment’s cost reduction efforts during the current period.

Depreciation and amortization during the 2018 Period included $8.8 million of amortization expense related to intangible customer relationship assets that were fully impaired at December 31, 2018. This impact was partially offset by an increase of $3.6 million in depreciation of tangible assets during the 2019 Period due to capital spending since June 30, 2018, including the purchase of the produced waster disposal assets from Alta Mesa in the fourth quarter of 2018, and as a result of the increased number of days during the 2019 Period compared to the 2018 Period.


46


(in thousands)
Six Months Ended June 30, 2019
 
February 9, 2018
Through
June 30, 2018
General and administrative expenses:
 
 
 
Employee-related costs
$
7,723

 
$
4,013

Equity-based compensation
462

 
507

Professional fees
1,197

 
532

Strategic costs
648

 
10

Severance costs
1,984

 

Information technology
126

 
4

Operating leases
218

 
39

Other
1,029

 
1,208

Total general and administrative expense
$
13,387

 
$
6,313


General and administrative expense increased during the 2019 Period as a result of increased headcount and higher legal and financial advisory services associated with financial structuring activities. Following a reassessment of 2019 activity levels, we implemented a reduction in force program during the 2019 Period, which along with the departure of our Vice President and Chief Operating Officer - Midstream, resulted in severance costs during the period.

Below is a reconciliation of Midstream adjusted EBITDA to income (loss) from continuing operations before income taxes:
(in thousands)
Six Months Ended June 30, 2019
 
February 9, 2018
Through
June 30, 2018
Income (loss) from continuing operations before income taxes
$
17,737

 
$
(5,588
)
 
 
 
 
Interest expense
5,314

 
1,666

Depreciation and amortization
6,729

 
11,905

Equity-based compensation
462

 
507

Severance costs
1,984

 

Adjusted Midstream EBITDA
$
32,226

 
$
8,490


Other (Income) Expense
(in thousands)
Six Months Ended June 30, 2019
 
February 9, 2018
Through
June 30, 2018
KFM Credit Facility
$
4,811

 
$
322

Predecessor revolving credit facility

 
980

Deferred financing cost amortization
229

 
72

Other
274

 
292

Total interest expense
5,314

 
1,666

Interest income
(10
)
 

Equity in earnings of unconsolidated subsidiaries
(742
)
 

Total other (income) expense, net
$
4,562

 
$
1,666


Interest expense for the 2019 Period increased primarily due to increased levels of borrowings under the KFM Credit Facility compared to the predecessor credit facility. Deferred financing costs associated with the KFM Credit Facility are being amortized over the facility’s remaining term. Other interest primarily relates to commitment fees.

Equity in earnings of unconsolidated subsidiaries represents our share of the net income during the 2019 Period associated with our 50% ownership in the Cimarron pipeline (“Cimarron”). Our investment in Cimarron is accounted for under the equity method.

47



LIQUIDITY AND CAPITAL RESOURCES

Our principal requirements for capital during 2019 have been to fund our day-to-day operations, development activities and to satisfy our contractual obligations related to servicing our debt and hedges. During 2019, our main sources of liquidity and capital resources came from operating cash flow and borrowings under the Alta Mesa RBL.

In April 2019, our borrowing base under the Alta Mesa RBL was reduced from $400.0 million to $370.0 million leaving us with no meaningful remaining capacity available thereunder at that time. In August 2019, the Alta Mesa RBL lenders exercised their ability to make an optional redetermination of our borrowing base ahead of the regular redetermination scheduled in October 2019, and via this redetermination our borrowing base was reset to $200 million, effective August 13, 2019. As our combined borrowings and letters of credit outstanding exceeded the new borrowing base amount by $162.4 million, we had five months, beginning September 2019, to make ratable monthly payments of $32.5 million to cause utilization to be less than or equal to the borrowing base. Our Upstream business had cash on hand at August 31, 2019 of $63.0 million.

If by September 12, 2019, we had not made the first payment of $32.5 million, we would have been in default. Despite taking various actions to decrease our indebtedness and maintain our liquidity at sufficient levels to meet our commitments, on September 11, 2019, the Debtors filed Bankruptcy Petitions for reorganization under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”). The Bankruptcy Court has granted a motion seeking joint administration of the Chapter 11 cases under the caption In re Alta Mesa Resources, Inc., et. al., Case No. 19-35133. The Debtors will continue to operate 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.

Certain of the Company’s other subsidiaries, including SRII Opco GP, LLC, SRII Opco, KFM and its subsidiaries Kingfisher STACK Oil Pipeline, LLC and Oklahoma Produced Water Solutions, LLC are not part of the Chapter 11 cases at this time.

On September 12, 2019, the Bankruptcy Court entered various orders requested by the Debtors in order to stabilize their businesses and operations as they entered into Chapter 11 bankruptcy proceedings, including orders authorizing the Debtors to honor certain obligations to employees, vendors, and holders of royalty interests. In addition, the AMH Debtors were authorized by the Bankruptcy Court to use cash collateral of the lenders under the Alta Mesa RBL. The cash collateral order permits the AMH Debtors to use their cash and proceeds of their collateral for an initial four week period on the terms and conditions agreed by the AMH Debtors and the lenders under the Alta Mesa RBL and set forth in the order. The terms and conditions include, without limitation, adherence to a budget with an agreed upon variance and meeting certain milestones. The ability to have continued access to the cash collateral will also be dependent upon the Bankruptcy Court’s approval of future versions of the cash collateral order and the related terms and conditions provided therein.

We have no meaningful cash available to us to meet our obligations apart from cash held by our subsidiaries. As a result of Alta Mesa’s bankruptcy and the limitations imposed under the approved cash collateral agreement, our only remaining source of liquidity is through KFM and SRII Opco. At August 31, 2019, SRII Opco had cash on hand of $5.7 million and KFM had cash on hand of $13.3 million, as well as remaining borrowing capacity of $74.0 million. Access to the remaining capacity under the KFM Credit Facility requires adherence to the terms and covenant compliance on a pro forma basis for any new borrowings. We believe that KFM will exhaust its borrowing capacity and fail to meet the maintenance covenants as early as the first quarter of 2020. On September 23, 2019, KFM received a letter from the Administrative Agent whereby the lenders under the KFM Credit Facility allege a potential event of default in respect of liens placed on KFM’s assets. Accordingly, we may not have access to the remaining borrowing capacity unless or until this matter is resolved, which could materially impact our ability to meet our financial obligations.

During September, we ceased all development activities, other than any that may be prospectively approved by the Court or until our bankruptcy cases can be resolved. The abandonment of planned development activities, particularly with respect to bringing new wells onto production, will likely reduce our production levels, revenue and cash flow, and may result in the expiry of certain leases.

We expect our third quarter 2019 capital incurred to be approximately $44 million, of which $40 million was attributable to the Upstream segment’s 2 rig program we conducted until the time of our bankruptcy filing. Under the terms and conditions of the cash collateral order entered by the Bankruptcy Court and corresponding budget, we are not able to operate any drilling rigs

48


during the fourth quarter of 2019, although we had certain capital spending to finish drilling wells that were in process at the time of our bankruptcy filing. We expect our fourth quarter 2019 capital spending to be substantially less than before the bankruptcy filing.

We anticipate that the reduced Alta Mesa development attendant to the bankruptcy proceedings could also result in less gathering volumes for KFM, which will adversely impact KFM’s revenue, EBITDA and operating cash flows. During bankruptcy, we will be dependent on liquidity provided by our non-debtor subsidiaries, including KFM, to meet our financial obligations. Access to the remaining capacity under the KFM Credit Facility requires adherence to the terms and covenant compliance on a pro forma basis for any new borrowings. We believe that KFM will exhaust its borrowing capacity and fail to meet the maintenance covenants as early as the first quarter of 2020. On September 23, 2019, KFM received a letter from the Administrative Agent whereby the lenders under the KFM Credit Facility allege a potential event of default in respect of liens placed on KFM’s assets. Accordingly, we may not have access to the remaining borrowing capacity unless or until this matter is resolved, which could materially impact our ability to meet our financial obligations.

As we execute our business strategy, we will monitor the capital resources available to meet future financial obligations and planned capital expenditures. We cannot provide assurance that operations and other needed capital will be available on acceptable terms, or at all, and our development pace may need to change based on our evolving liquidity profile.

Cash Flow Analysis
 
Successor
 
 
Predecessor
(in thousands)
Six Months Ended
June 30, 2019
 
February 9, 2018
Through
June 30, 2018
 
 
January 1, 2018
Through
February 8, 2018
Cash from operating activities
$
84,588

 
$
(64,822
)
 
 
$
26,336

Cash from investing activities
(247,942
)
 
(96,653
)
 
 
(37,913
)
Cash from financing activities
227,500

 
244,507

 
 
16,932

Net increase in cash, cash equivalents and restricted cash
$
64,146

 
$
83,032

 
 
$
5,355


Cash flow from operating activities

During the 2019 Period, cash-based items of net income (loss), including revenue (exclusive of unrealized commodity gains or losses), operating expenses and taxes, general and administrative expenses, and the cash portion of our interest expense totaled $91.9 million compared to $32.2 million during the 2018 Period, due largely to higher revenues associated with increased production and the lack of costs associated with the Business Combination that were incurred in 2018. Approximately $7.3 million of cash was used to increase working capital during the 2019 Period. During the 2018 Period, cash totaling $70.7 million was used to increase working capital primarily due to increases in trade receivables and amounts due from related parties for administrative services provided, including certain other transactions, and to reduce liabilities arising prior to or as a result of the Business Combination.

Cash flow from investing activities
 
Successor
 
 
Predecessor
(in thousands)
Six Months Ended
June 30, 2019
 
February 9, 2018
Through
June 30, 2018
 
 
January 1, 2018
Through
February 8, 2018
Cash provided by (used for)
 
 
 
 
 
 
Capital expenditures
$
(247,942
)
 
$
(340,631
)
 
 
$
(36,695
)
Acquisition of acreage

 
(791,819
)
 
 
(1,218
)
Proceeds withdrawn from trust account

 
1,042,742

 
 

Investment in equity affiliate and other, net

 
(6,945
)
 
 

Cash from investing activities
$
(247,942
)
 
$
(96,653
)
 
 
$
(37,913
)


49


During the 2019 Period, capital expenditures included $127.9 million for additions to property and equipment that occurred prior to December 31, 2018. Capital spending during 2019 has decreased significantly from 2018 as a result of the reassessment of our current drilling plans due to the results obtained from our 2018 drilling program and our existing liquidity concerns. We ran as many as 9 rigs during the 2018 period.

Cash flow from financing activities
 
Successor
 
 
Predecessor
(in thousands)
Six Months Ended
June 30, 2019
 
February 9, 2018
Through
June 30, 2018
 
 
January 1, 2018
Through
February 8, 2018
Cash provided by (used for)
 
 
 
 
 
 
Proceeds from long-term debt borrowings
$
227,500

 
$
80,000

 
 
$
60,000

Repayments of long-term debt

 
(193,565
)
 
 
(43,000
)
Capital contributions (distributions), net

 

 
 
(68
)
Proceeds from issuance of Class A shares

 
400,000

 
 

Repayment of sponsor note

 
(2,000
)
 
 

Repayment of deferred underwriting compensation

 
(36,225
)
 
 

Redemption of Class A common shares

 
(33
)
 
 

Other

 
(3,670
)
 
 

Cash from financing activities
$
227,500

 
$
244,507

 
 
$
16,932


During the 2019 Period, our outstanding balances owed under the Alta Mesa RBL and KFM Credit Facility increased by $227.5 million from December 31, 2018, largely related to borrowings to fund our capital expenditures, including those expenditures incurred in 2018.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are exposed to certain market risks that are inherent in our financial statements that arise in the normal course of business. We may enter into derivatives to manage or reduce market risk, but we do not enter into derivatives for speculative purposes. We do not designate derivatives as hedges for accounting purposes.

Commodity Price Risk and Hedges

Our major market risk exposure is to prevailing prices for oil, gas and NGLs, which have historically been volatile. As such, future results are subject to change due to changes in these prices. Realized prices are primarily driven by the prevailing worldwide price for oil and regional prices for gas. We have used derivatives to reduce our exposure to the risks of price changes. Pursuant to our risk management policy, we have engaged in hedging against low prices and price volatility.

The fair value of our oil and gas derivatives and basis swaps at June 30, 2019 was a net asset of $6.2 million. A 10% increase in oil and gas prices (with all other factors held constant) would result in a net liability of $7.7 million at June 30, 2019, and a 10% decrease in oil and gas prices (with all other factors held constant) would result in a net asset of $18.9 million at June 30, 2019. During September 2019, we closed out all open derivative positions resulting in net proceeds of approximately $4 million, which we applied against our outstanding borrowings under the Alta Mesa RBL.

Counterparty and Customer Credit Risk 

Our derivatives expose us to credit risk in the event of nonperformance by counterparties. While we do not require them to post collateral, we do monitor the credit standing of such counterparties, all of which have investment grade ratings, and are lenders under the Alta Mesa RBL.
 
Our principal ongoing exposures to credit risk are from joint interest receivables and receivables from the sale of our oil and gas production and midstream gathering and processing activities. The inability or failure of our customers to meet their obligations

50


to us or their insolvency or liquidation may adversely affect our financial results. However, we believe the credit quality of our purchasers of production, midstream services and other working interest owners is high. Because Alta Mesa filed for bankruptcy protection, KFM’s ability to collect fees from Alta Mesa for midstream services could be impaired. We cannot predict the likelihood, if any, that Alta Mesa’s bankruptcy filing could have on KFM’s operating cash flow.

During most of the first quarter of 2019 and throughout 2018, ARM Energy Management, LLC ("ARM") marketed our oil, gas and NGLs for a marketing fee that is deducted from sales proceeds collected by ARM from purchasers. The sales were generally made under short-term contracts with month-to-month pricing based on published regional indices, adjusted for transportation, location and quality.  In March 2019, in preparation for handling oil and NGL marketing responsibilities internally, we began receiving payments for the sale of oil and NGLs directly from purchasers and separately paying the marketing fee owed to ARM.  As of June 1, 2019, we terminated our oil and NGL marketing agreement with ARM and have begun marketing such products internally. We have extended the term of our gas marketing agreement with ARM through November 30, 2019.

For the six months ended June 30, 2019, ARM marketed $119.2 million, or 44.3% of our operating revenue for the period.
 
Joint operations receivables arise from billings to entities that own interests in the wells we operate. These entities participate in our wells primarily based on their ownership in leases on which we intend to drill. We have little ability to control whether these entities will participate in our wells.

Interest Rates

We are subject to interest rate risk under the Alta Mesa RBL and KFM Credit Facility. We currently have no open interest rate derivatives. A 100 basis point increase in interest rates would increase our annual interest expense for both facilities by approximately $5.6 million, based on the balances outstanding at June 30, 2019.

Inflation

Inflation in the United States has been relatively low in recent years and did not have a material impact on our results of operations for the 2019 Period.  Although the impact of inflation has been insignificant in recent years, it could cause future upward pressure on the cost of oilfield services, equipment and general and administrative expenses. 

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As required by Rules 13a-15 and 15d-15 of the Exchange Act, our management, with the participation of our principal executive officer and principal financial officer, performed an evaluation of our disclosure controls and procedures. Our controls and procedures are designed to ensure that information required to be disclosed by the Company in reports it files or
submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that the information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including the principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

As described further in our 2018 10-K, we concluded that our disclosure controls and procedures were not effective as of December 31, 2018, due to existence of material weakness in our internal control over financial reporting (“ICFR”). Apart from the controls and procedures relating to accounting for business combinations, several of the material weaknesses in our ICFR continued to exist during the 2019 Period. These material weaknesses include:

establishment of formal policies and procedures;
ineffective monitoring activities that span the Company to ensure that internal controls processes are functioning properly;
ineffective controls over the financial statement close and disclosure process; and
over-reliance on and ineffective controls over access to and changes involving critical worksheets.

As noted in our 2018 10-K, KFM was excluded from management’s assessment of internal control over financial reporting as of December 31, 2018 but will be included in our assessment for 2019.

Changes in Internal Control Over Financial Reporting (ICFR)

While we have made progress in multiple areas to improve ICFR, management is continuing to implement the remediation plan described in our 2018 10-K and continues to work to make changes in controls and procedures in a manner consistent with the size, complexity and scale of operations subsequent to the Business Combination.

During the Second Quarter 2019, we have made access changes to payroll, production accounting, and reserves systems to address material weaknesses identified during 2018. Testing to be conducted later in 2019 will determine whether these changes to system access will prove effective in remediating the underlying material weakness.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We are subject to legal proceedings, claims and liabilities arising in the ordinary course of business. The outcomes cannot be reasonably estimated. Accruals for losses associated with litigation are made when losses are deemed probable and can be reasonably estimated. Because legal proceedings are inherently unpredictable and unfavorable resolutions could occur, assessing contingencies is highly subjective and requires judgments about uncertain future events. When evaluating contingencies, we may be unable to provide a meaningful estimate due to a number of factors, including the procedural status of the matter in question, the presence of complex or novel legal theories, and/or the ongoing discovery and development of information important to the matters. There have been no significant changes during the 2019 Period to the matters described in Legal Proceedings in our 2018 10-K.

The commencement of the Chapter 11 proceedings automatically stayed certain actions against the Company, including the matters discussed in our 2018 10-K.

Item 1A. Risk Factors

We are subject to various risks and uncertainties in the course of our business. There have been no material changes during the 2019 Period to the risk factors described under Risk Factors in our 2018 10-K, except as described below.

The Debtors are subject to the risks and uncertainties associated with proceedings under Chapter 11 of title 11 of the Bankruptcy Code.

51


For the duration of our Chapter 11 proceedings, the Debtors’ operations and their ability to develop and execute their business plans, as well as continuation as a going concern, are subject to the risks and uncertainties associated with bankruptcy. These risks include the following:
the Debtors’ ability to develop, confirm and consummate a Chapter 11 plan, asset sale or alternative restructuring transaction;
the Debtors’ ability to obtain court approval with respect to motions filed in Chapter 11 proceedings from time to time;
the Debtors’ ability to continue utilizing their relationships with their suppliers, service providers, customers, employees and other third parties;
the Debtors’ ability to maintain contracts that are critical to their operations;
the Debtors’ ability to execute their business plans;
the ability of third parties to seek and obtain court approval to terminate contracts and other agreements with the Debtors;
the Debtors’ ability to access, and maintain access to, sufficient financing for the duration of the Chapter 11 proceedings;
the ability of third parties to seek and obtain court approval to terminate or shorten the exclusivity period for the Debtors to propose and confirm a Chapter 11 plan, to appoint a Chapter 11 trustee, or to convert the Chapter 11 proceedings to a proceeding under Chapter 7 of the Bankruptcy Code; and
the actions and decisions of the Debtors’ creditors and other third parties who have interests in these Chapter 11 proceedings that may be inconsistent with the Debtors’ plans.

These risks and uncertainties could affect the Debtors’ business and operations in various ways. For example, negative events associated with our Chapter 11 proceedings could adversely affect the Debtors’ relationships with suppliers, service providers, customers, employees, and other third parties, which in turn could adversely affect the operations and financial condition of the Debtors. Also, the Debtors need the prior approval of the Bankruptcy Court for transactions outside the ordinary course of business, which may limit their ability to respond timely to certain events or take advantage of certain opportunities. Because of the risks and uncertainties associated with our Chapter 11 proceedings, we cannot accurately predict or quantify the ultimate impact of events that will occur during these Chapter 11 proceedings that may be inconsistent with the Debtors’ plans.

The AMH Debtors’ cash collateral order and termination events limit the AMH Debtors’ operating flexibility, and the occurrence of any termination event under the cash collateral order could have significant adverse consequences.
The cash collateral order requires the AMH Debtors to adhere to an agreed budget with the secured lenders holding an interest in such cash collateral, and it contains covenants and/or termination events that, among other things, restrict the AMH Debtors’ ability to take specific actions and, in the case of termination events, may be outside of the AMH Debtors’ control. The initial cash collateral order spans four weeks and is subject to renewal for succeeding four week periods that require Bankruptcy Court approval which may not be granted. Additionally, the cash collateral order contains specified milestones and dates by which they must occur relating to a potential sale of all or substantially all of the AMH Debtors’ assets, and/or pursuit of a Chapter 11 plan of reorganization of the AMH Debtors, with which the AMH Debtors must comply. The AMH Debtors’ ability to comply with these timelines may be affected by events and circumstances outside of their control. Non-compliance with the cash collateral order could result in the AMH Debtors losing access to cash collateral and/or foreclosure by the AMH Debtors’ secured lenders on the AMH Debtors’ assets that serve as collateral for their loans, subject to the terms of the cash collateral order.

Operating under Bankruptcy Court protection for a long period of time may harm our business.
A long period of operations under Bankruptcy Court protection could have a material adverse effect on our business, financial condition, results of operations and liquidity. So long as the Chapter 11 proceedings continue, our senior management will be required to spend a significant amount of time and effort dealing with the reorganization instead of focusing exclusively on our business operations. A prolonged period of operating under Bankruptcy Court protection may also make it more difficult to retain management and other key personnel necessary to the success and growth of our business. In addition, the longer the Chapter 11 proceedings continue, the more likely it is that our customers and suppliers will lose confidence in our ability to reorganize our business successfully and will seek to establish alternative commercial relationships.

Furthermore, so long as the Chapter 11 proceedings continue, the Debtors will be required to incur substantial costs for professional fees and other expenses associated with the administration of the Chapter 11 proceedings. Although no such financing has been sought to date, the Chapter 11 proceedings may also require the Debtors to seek debtor-in-possession

52


financing to fund operations. If the Debtors are unable to obtain such financing on favorable terms or at all, their chances of successfully reorganizing their business may be seriously jeopardized, the likelihood that the Debtors will be required to liquidate their assets may be enhanced, and, as a result, any securities in the Debtors could become further devalued or become worthless. In addition, the AMH Debtors’ access to cash that serves as collateral for Alta Mesa’s secured lenders depends on Alta Mesa’s ability to obtain the consent of such lenders to continued use of cash collateral or entry of a Bankruptcy Court order authorizing such use without consent of the lenders.

Under the cash collateral order, the AMH Debtors are required to suspend most of their capital spending program, which will result in delays in developing our resources and in bringing new production on line. This could adversely impact our operating cash flow.
   
Furthermore, we cannot predict the ultimate amount of all settlement terms for the liabilities that will be subject to a plan of reorganization. Even once a plan of reorganization is approved and implemented, the Debtors’ operating results may be adversely affected by the possible reluctance of prospective lenders and other counterparties to do business with a company that recently emerged from Chapter 11 proceedings.

The Chapter 11 proceedings create substantial uncertainty regarding certain significant intercompany commercial and other relationships.
The Chapter 11 proceedings create substantial uncertainty regarding certain significant commercial and other relationships among us, the other Debtors and our other subsidiaries, including KFM. These relationships include oil and gas gathering agreements, a produced water gathering and disposal agreement and a tax receivable agreement, among others, which may be subject to review and some of which have been challenged in the Chapter 11 proceedings. On September 12, 2019, an adversary proceeding was commenced by certain of the AMH Debtors against KFM, Oklahoma Produced Water Solutions, LLC, SRII Opco, HMI, Michael E. Ellis, and Harlan H. Chappelle (together, the “Defendants”), alleging, among other things, that the Defendants breached their respective fiduciary duties owed to the AMH Debtors by entering into certain related party transactions and asserting that the gathering agreements are executory contracts. Pursuant to the adversary proceeding complaint, AMH is seeking declaratory judgements that the gathering agreements cannot continue to burden AMH or its estates and can therefore be rejected under the Bankruptcy Code. The Bankruptcy Court has not yet set a schedule to adjudicate the complaint and the outcome is unknown at this time. We are unable to estimate the outcome of such challenges or other claims arising out of the Chapter 11 proceedings, any resulting material losses, obligations or other liabilities or their possible material adverse effect on KFM’s or our other subsidiaries’ business, results of operations and financial condition. The costs of potential liabilities resulting from the Chapter 11 proceedings could have a material and adverse impact on KFM’s business, financial condition, results of operations and cash flows.

The Debtors may not be able to obtain confirmation of a Chapter 11 plan of reorganization.
To emerge successfully from Bankruptcy Court protection as a viable entity, the Debtors must meet certain statutory requirements with respect to adequacy of disclosure for a Chapter 11 plan, solicit and obtain the requisite acceptances of such a plan and fulfill other statutory conditions for confirmation of such a plan, which have not occurred to date. The confirmation process is subject to numerous, unanticipated potential delays, including a delay in the Bankruptcy Court’s commencement of the confirmation hearing regarding a Chapter 11 plan.

The Debtors may not receive the requisite acceptances of constituencies in the Chapter 11 proceedings to confirm a Chapter 11 plan. Even if the requisite acceptances are received, the Bankruptcy Court may not confirm such a plan. The precise requirements and evidentiary showing for confirming a plan, notwithstanding its rejection by one or more impaired classes of claims or equity interests, depends upon a number of factors including, without limitation, the status and seniority of the claims or equity interests in the rejecting class (i.e., secured claims or unsecured claims or subordinated or senior claims).

If a Chapter 11 plan of reorganization is not confirmed by the Bankruptcy Court, it is unclear whether the Debtors would be able to reorganize their business and what, if anything, holders of claims against the Debtors would ultimately receive with respect to their claims.

Our long-term liquidity requirements and the adequacy of our capital resources are difficult to predict at this time.
We face uncertainty regarding the adequacy of our liquidity and capital resources and have extremely limited, if any, access to additional financing. In addition to the cash requirements necessary to fund ongoing operations, we have incurred significant

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professional fees and other costs in connection with preparation for the Chapter 11 proceedings and expect that we will continue to incur significant professional fees and costs throughout our Chapter 11 proceedings. We cannot assure you that cash on hand and cash flow from operations will be sufficient to continue to fund our operations and allow us to satisfy our obligations related to the Chapter 11 proceedings until we are able to emerge from our Chapter 11 proceedings.

The Debtors’ liquidity, including their ability to meet our ongoing operational obligations, is dependent upon, among other things: (i) their ability to comply with the terms and conditions of any cash collateral order that may be entered by the Bankruptcy Court in connection with the Chapter 11 proceedings, (ii) their ability to maintain adequate cash on hand, (iii) their ability to generate cash flow from operations, (iv) continued access to the liquidity in our non-bankrupt subsidiaries, (v) their ability to develop, confirm and consummate a Chapter 11 plan or other alternative sale or restructuring transaction, and (vi) the cost, duration and outcome of the Chapter 11 proceedings.

In addition, because some of our subsidiaries did not file for bankruptcy protection they may be required to retain professional service providers that are redundant to the Debtors’ advisors. These expanded costs could stress their ability to fund other revenue-generating costs.

As a result of the Chapter 11 proceedings, the Debtors’ financial results may be volatile and may not reflect historical trends.
During the Chapter 11 proceedings, the Debtors expect their financial results to continue to be volatile as restructuring activities and expenses, contract terminations and rejections, and claims assessments significantly impact their financial results. As a result, the Debtors’ historical financial performance is likely not indicative of financial performance after the date of the bankruptcy filing. In addition, if the Debtors emerge from Chapter 11, the amounts reported in subsequent periods may materially change relative to historical results, including due to revisions to their operating plans pursuant to a plan of reorganization. The Debtors also may be required to adopt fresh start accounting, in which case their assets and liabilities will be recorded at fair value as of the fresh start reporting date, which may differ materially from the recorded values of assets and liabilities prior to seeking bankruptcy protection. The Debtors’ financial results after the application of fresh start accounting also may be different from historical trends.

The Debtors may be subject to claims that will not be discharged in the Chapter 11 proceedings, which could have a material adverse effect on their financial condition and results of operations.
The Bankruptcy Code provides that the confirmation of a plan of reorganization discharges a debtor from substantially all debts arising prior to confirmation. With few exceptions, all claims that arose before confirmation of the plan of reorganization (i) would be subject to compromise and/or treatment under the plan of reorganization and/or (ii) would be discharged in accordance with the terms of the plan of reorganization. Any claims not ultimately discharged through the plan of reorganization could be asserted against the reorganized entities and may have an adverse effect on their financial condition and results of operations on a post-reorganization basis.

The Debtors’ inability to pay service providers on a timely basis may have an adverse effect on their ability to secure their future services.

The Debtor’s inability to satisfy their obligations to service providers on a timely basis may result in irreparable harm to relationships with them and their willingness to continue to do business with the Debtors in the future under acceptable terms. Certain of the Debtors’ service providers have recently filed, and other service providers in the future may file, liens on the Debtors’ assets in order to collect on debts incurred prior to the bankruptcy filing. In addition, the Debtors as well as KFM and its subsidiaries may be required to make advance payments for services, and some critical and/or uniquely qualified service providers may refuse to continue to do business with us, which would result in material adverse consequences to us.

We may experience increased levels of employee attrition as a result of the Chapter 11 proceedings.
As a result of the Chapter 11 proceedings, we may experience increased levels of employee attrition, and our employees likely will face considerable increase in workload, distraction and uncertainty. A loss of key personnel or material erosion of employee morale could adversely affect our business and results of operations. Our ability to engage, motivate and retain key employees or take other measures intended to motivate and incentivize key employees to remain with us through the duration of the Chapter 11 proceedings is limited by restrictions for incentive programs under the Bankruptcy Code and by the cash collateral order. The loss of services of members of our senior management team could impair our ability to execute our

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strategy and implement operational initiatives, which would be likely to have a material adverse effect on our financial condition and results of operations.

In certain instances, a Chapter 11 case may be converted to a case under Chapter 7 of the Bankruptcy Code.
We can provide no assurance as to whether the Debtors will successfully reorganize and emerge from the Chapter 11 proceedings or, if they do successfully reorganize, as to when they would emerge from the Chapter 11 proceedings.
If the Bankruptcy Court finds that it would be in the best interest of the Debtors’ creditors and/or the Debtors best interest, the Bankruptcy Court may convert the anticipated Chapter 11 bankruptcy case to a case under Chapter 7 of the Bankruptcy Code. In such event, a Chapter 7 trustee would be appointed or elected to liquidate the Debtors’ assets for distribution in accordance with the priorities established by the Bankruptcy Code. We believe that liquidation under Chapter 7 would result in significantly smaller distributions being made to the Debtors’ creditors than those provided for in a Chapter 11 plan because of (i) the likelihood that the assets would have to be sold or otherwise disposed of in a disorderly fashion over a short period of time rather than reorganizing or selling in a controlled manner, (ii) additional administrative expenses that would be incurred in the appointment of a Chapter 7 trustee, and (iii) additional expenses and claims, some of which would be entitled to priority, that would be generated during the liquidation and from the rejection of leases and other executory contracts in connection with a cessation of operations.

Any Chapter 11 plan or other plan of reorganization that the Debtors may implement will be based in large part upon assumptions and analyses developed by the Debtors. If these assumptions and analyses prove to be incorrect, the plan may be unsuccessful in its execution.

Any Chapter 11 plan or other plan of reorganization that the Debtors may implement could affect both their capital structure and the ownership, structure and operation of their businesses and will reflect assumptions and analyses based on their experience and perception of historical trends, current conditions and expected future developments, as well as other factors that they consider appropriate under the circumstances. Whether actual future results and developments will be consistent with these expectations and assumptions depends on a number of factors, including but not limited to (i) the ability to substantially change the Debtors’ capital structure; (ii) the ability to obtain adequate liquidity and financing sources; (iii) the ability to maintain customers’ confidence in the Debtors’ viability as a continuing entity and to attract and retain sufficient business from them; (iv) the ability to retain key employees, and (v) the overall strength and stability of general economic conditions of the financial and oil and gas industries, both in the U.S. and in global markets. The failure of any of these factors could materially adversely affect the successful reorganization of these businesses.

In addition, any plan of reorganization will be premised upon financial projections, including with respect to revenues, EBITDA, EBITDAX, capital expenditures, debt service and cash flow. Financial projections are necessarily speculative, and it is likely that one or more of the assumptions and estimates that are the basis of these financial projections will not be accurate. In this case, the projections will be even more speculative than normal, because they may involve fundamental changes in the nature of the Debtors’ capital structure. Accordingly, the Debtors expect that their actual financial condition and results of operations will differ, perhaps materially, from what they have anticipated. Consequently, we can provide no assurance that the results or developments contemplated by any plan of reorganization the Debtors may implement will occur or, even if they do occur, that they will have the anticipated effects on the Debtors or their businesses or operations. The failure of any such results or developments to materialize as anticipated could materially adversely affect the successful execution of any plan of reorganization.

Even if a Chapter 11 plan of reorganization is consummated, the Debtors may not be able to achieve their stated goals and continue as a going concern.
Even if a Chapter 11 plan of reorganization is consummated, the Debtors may continue to face a number of risks, such as deterioration in commodity prices or other changes in economic conditions, changes in the industry, changes in demand for oil and gas and increasing expenses. Some of these risks become more acute when a case under the Bankruptcy Code continues for a protracted period without indication of how or when the case may be completed. As a result of these risks and others, we cannot guarantee that any Chapter 11 plan of reorganization will achieve the stated goals.

In addition, at the outset of Chapter 11 proceedings, the Bankruptcy Code gives the debtors the exclusive right to propose the plan of reorganization and prohibits creditors, equity security holders and others from proposing a plan. The Debtors currently have the exclusive right to propose a plan of reorganization. If that right is terminated, however, or the exclusivity period

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expires, there could be a material adverse effect on their ability to achieve confirmation of a plan of reorganization in order to achieve their stated goals.

Furthermore, even if the Debtors’ debts are reduced or discharged through a plan of reorganization, they may need to raise additional funds through public or private debt or equity financing or other various means to fund their business after the completion of the Chapter 11 proceedings. The Debtors’ access to additional financing may be limited, if it is available at all. Therefore, adequate funds may not be available when needed or may not be available on favorable terms, if they are available at all.

The Debtors’ ability to continue as a going concern is dependent upon their ability to raise additional capital. As a result, they cannot give any assurance of their ability to continue as a going concern, even if a plan of reorganization is confirmed.

For the duration of the Chapter 11 proceedings, Alta Mesa may not be able to enter into commodity derivatives covering estimated future production on favorable terms or at all.
During the Chapter 11 proceedings, Alta Mesa’s ability to enter into new commodity derivatives covering estimated future production will be dependent upon either entering into unsecured hedges or obtaining Bankruptcy Court approval to enter into secured hedges and the willingness for counterparties to transact with us. As a result, Alta Mesa may not be able to enter into additional commodity derivatives covering production in future periods on favorable terms or at all. If Alta Mesa cannot or chooses not to enter into commodity derivatives in the future, we could be more affected by changes in commodity prices than competitors who engage in hedging arrangements. Alta Mesa’s inability to hedge the risk of low commodity prices in the future, on favorable terms or at all, could have a material adverse impact on our business, financial condition and results of operations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

On September 30, 2019, Alta Mesa Resources, Inc. (the "Company”) and Curtis Emerson agreed upon terms of employment to be the Company’s Vice President and Chief Accounting Officer beginning on or about October 14, 2019. Mr. Emerson will assume the role of the Company’s principal accounting officer.

Prior to joining the Company, Mr. Emerson provided consulting and advisory services through his firm, Overton Partners LLC, founded in January 2018. Since that time Mr. Emerson served as the Interim Controller of Berry Petroleum Corporation through March 2019, provided technical accounting and financial reporting services for Talos Energy, Inc from October 2018 through October 2019 and served as the Interim Chief Financial Officer for Century Natural Resources, LLC from May 2019 through October 2019. Mr. Emerson is a Certified Public Accountant with 20 years of combined public accounting, transaction advisory services, corporate accounting and finance, and financial reporting experience. Prior to founding Overton Partners, LLC, Mr. Emerson worked for Houlihan Lokey as a Vice President in its Transaction Advisory Services group starting in July 2016. Mr. Emerson held several positions, including Chief Financial Officer, from September 2014 until March 2016 for Terra Oilfield Solutions, a solids control and waste management oilfield services company. He was also employed by a start-up company from 2010 to 2014 where he held the position of Vice President and Controller. Mr. Emerson began his career in public accounting with Arthur Andersen followed by KPMG and Ernst & Young, where he held various position of increasing responsibility from 1999 to 2010. The Company has not entered into an employment agreement with Mr. Emerson. The terms of Mr. Emerson’s employment include an annual base salary of $250,000 and participation in the Company’s 2019 annual performance bonus program.

Mr. Emerson will also enter into an indemnification agreement with the Company in the form the Company entered into with certain of its other officers. There are no arrangements or understandings between Mr. Emerson and any other persons pursuant to which he was appointed as an officer of the Company. There are no family relationships between Mr. Emerson and

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any director, executive officer or any person nominated or chosen by the Company to become a director or executive officer. No information is required to be disclosed with respect to Mr. Emerson pursuant to Item 404(a) of Regulation S-K.


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Item 6. Exhibits

Exhibit
Number
Description of Exhibit
3.1
3.2
3.3
3.4
3.5
4.1
4.2
4.3
31.1*
31.2*
32.1*
32.2*
101*
Interactive data files.
* filed herewith.


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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 
 
ALTA MESA RESOURCES, INC.
 
 
(Registrant)
 
 
 
 
By
/s/ John C. Regan
 
 
 
John C. Regan
 
 
 
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
 
 
 
 
 
 
Dated
September 30, 2019
 
 


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