Amplify Energy Corp 8-K, filed Oct 20, 2020
Amplify Energy Corp. (AMPY)
About this 8-K
Amplify Energy Corp filed this 8-K on October 20, 2020, reporting on events of October 15, 2020.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
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Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 7.01. | Regulation FD Disclosure. |
As previously disclosed, on January 16, 2017, Memorial Production Partners LP (“MEMP”) and certain of its subsidiaries (collectively with MEMP, the “Debtors”) filed voluntary petitions (the cases commenced thereby, the “Chapter 11 Cases”) under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “Court”). On April 14, 2017, the Court entered an order approving the Second Amended Joint Plan of Reorganization of Memorial Production Partners LP and its affiliated Debtors, dated April 13, 2017 (as amended and supplemented, the “Plan”). On May 4, 2017, the Plan became effective pursuant to its terms and the Debtors emerged from the Chapter 11 Cases. In connection with the Chapter 11 Cases and the Plan, MEMP and certain Consenting Noteholders (as defined in the Plan) effectuated certain restructuring transactions, pursuant to which Amplify Energy Corp., a Delaware corporation (“Legacy Amplify”), acquired all of the assets of MEMP, and in accordance with the Plan, MEMP was dissolved. As a result, Legacy Amplify became the successor reporting company to MEMP pursuant to Rule 15d-5 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
On April 30, 2018, the Debtors filed with the Court a motion for a final decree and entry of an order closing the Chapter 11 Cases with respect to each of the Debtors, other than (i) San Pedro Bay Pipeline Company (“SPBPL”), Ch. 11 Case No. 17-30249, (ii) Rise Energy Beta, LLC (“REB”), Ch. 11 Case No. 17-30250, and (iii) Beta Operating Company, LLC (“BOC”), Ch. 11 Case No. 17-30253, (collectively, the “Closing Debtors”). On May 30, 2018 (“Final Decree Date”), the Court entered into the final decree closing the Chapter 11 Cases of the Closing Debtors.
As previously announced on August 6, 2019, Midstates Petroleum Company, Inc. (“Midstates”) completed its business combination (the “Merger”) with Legacy Amplify in accordance with the terms of that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of May 5, 2019, by and among Midstates, Legacy Amplify and Midstates Holdings, Inc., a Delaware corporation and direct, wholly owned subsidiary of Midstates (“Merger Sub”). Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Legacy Amplify, with Legacy Amplify surviving the Merger as a wholly owned subsidiary of Midstates, and immediately following the Merger, Legacy Amplify merged with and into Alpha Mike Holdings LLC, a Delaware limited liability company and wholly owned subsidiary of Midstates (“LLC Sub”), with LLC Sub surviving as a wholly owned subsidiary of Midstates. On the effective date of the Merger, Midstates changed its name to “Amplify Energy Corp.” (the “Company”). For financial reporting purposes, the Merger represented a “reverse merger” and Legacy Amplify was deemed to be the accounting acquirer in the transaction. As a result, the Company is deemed to be the successor reporting company to MEMP under the Exchange Act.
On August 24, 2020, the Debtors filed with the Court a motion for a final decree closing the remaining Chapter 11 Cases with respect to the Closing Debtors. On September 15, 2020, the Court entered the final decree closing the remaining Chapter 11 Cases.
On October 15, 2020, the Debtors filed their quarterly disbursements report, which included financial information as of September 16, 2020 and for the period covering July 1, 2020 through September 16, 2020 (the “Quarterly Operating Report”), with the Court. For periods after the Final Decree Date, receipts and disbursement activity only reflect the transactions of SPBPL, REB, and BOC, respectively. The Quarterly Operating Report is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information contained in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.
Cautionary Note Regarding the Quarterly Operating Report
The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Quarterly Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The Quarterly Operating Report is limited in scope, covers limited time periods, and has been prepared solely for the purpose of complying with the quarterly reporting requirements of the Court. The Quarterly Operating Report was not audited or reviewed by independent accountants,
was not prepared in accordance with U.S. generally accepted accounting principles, is in a format prescribed by applicable bankruptcy laws, and is subject to future adjustment and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the Quarterly Operating Report is complete. The Quarterly Operating Report also contains information for a period which is shorter and otherwise different from those required in the Company’s periodic reports pursuant to the Exchange Act, and such information might not be indicative of the Company’s financial condition or operating results for a period that would be reflected in the Company’s financial statements or in its reports pursuant to the Exchange Act. Information set forth in the Quarterly Operating Report should not be viewed as indicative of future results.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K, including the exhibit hereto, includes “forward-looking statements.” All statements, other than statements of historical fact, included in this Current Report on Form 8-K that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. Terminology such as “may,” “will,” “would,” “should,” “expect,” “plan,” “project,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “pursue,” “target,” “outlook,” “continue,” the negative of such terms or other comparable terminology are intended to identify forward-looking statements. These statements include, but are not limited to, statements about the Company’s expectations of plans, goals, strategies (including measures to implement strategies), objectives and anticipated results with respect thereto. These statements address activities, events or developments that we expect or anticipate will or may occur in the future, including things such as projections of results of operations, plans for growth, goals, future capital expenditures, competitive strengths, references to future intentions and other such references. These forward-looking statements involve risks and uncertainties and other factors that could cause the Company’s actual results or financial condition to differ materially from those expressed or implied by forward-looking statements. These include risks and uncertainties relating to, among other things: the Company’s evaluation and implementation of strategic alternatives; the Company’s efforts to reduce leverage; the Company’s level of indebtedness, including its ability to satisfy its debt obligations; the Company’s need to make accretive acquisitions or substantial capital expenditures to maintain its declining asset base, including the ability to make acquisitions on favorable terms or to integrate acquired properties; continued low or further declining commodity prices and demand for oil, natural gas and natural gas liquids; the Company’s ability to access funds on acceptable terms, if at all, because of the terms and conditions governing the Company’s indebtedness or otherwise; general political and economic conditions, globally and in the jurisdictions in which we operate, including the impact of legislation and governmental regulations, including those related to climate change and hydraulic fracturing; the occurrence or threat of epidemic or pandemic diseases, such as the recent outbreak of COVID-19, or any government response to such occurrence or threat; and changes in commodity prices and hedge positions and the risk that the Company’s hedging strategy may be ineffective or may reduce its income. Please read the Company’s filings with the Securities and Exchange Commission (the “SEC”), including “Risk Factors” in the Company’s Annual Report on Form 10-K, and if applicable, the Company’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, which are available on the Company’s Investor Relations website at http://investor.amplifyenergy.com/ or on the SEC’s website at http://www.sec.gov, for a discussion of risks and uncertainties that could cause actual results to differ from those in such forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Current Report on Form 8-K. All forward-looking statements in this Current Report on Form 8-K are qualified in their entirety by these cautionary statements. Except as required by law, the Company undertakes no obligation and does not intend to update or revise any forward-looking statements, whether as a result of new information, future results or otherwise.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description | |
| 99.1 | Quarterly Operating Report as of September 16, 2020 and for the period covering July 1, 2020 through September 16, 2020, as filed with the United States Bankruptcy Court for the Southern District of Texas, Houston Division on October 15, 2020 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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.
| Dated: October 20, 2020 | AMPLIFY ENERGY CORP. | |||||
| By: | /s/ Martyn Willsher | |||||
| Name: | Martyn Willsher | |||||
| Title: | Interim Chief Executive Officer, Senior Vice President and Chief Financial Officer | |||||
Exhibit 99.1
UNITED STATES BANKRUPTCY COURT SOUTHERN AND WESTERN DISTRICTS OF TEXAS HOUSTON DIVISION IN RE: ‘ Memorial Production Partners L ‘ 17-30262 ‘ CASE NO. ‘ CHAPTER 11 ‘ DEBTOR ‘ CHAPTER 11 POST-CONFIRMATION REPORT FOR THE QUARTER ENDING SEPTEMBER 2020 1. Quarterly or Final (check one) 2. SUMMARY OF DISBURSEMENTS*: A. Disbursements made under the plan (itemize on page 3) $ B. Disbursements not under the plan $ Total Disbursements $ 0.00 7,716,831.00 7,716,831.00 *ALL DISBURSEMENTS MADE BY THE REORGANIZED DEBTOR, UNDER THE PLAN OR OTHERWISE, MUST BE ACCOUNTED FOR AND REPORTED HEREIN FOR THE PURPOSE OF CALCULATING THE QUARTERLY FEES. 3. Has the order confirming plan become final? Yes No 4. Are Plan payments being made as required under the Plan? Yes No 5. If “No”, what Plan payments have not been made and why? Please explain: N/A 6. If plan payments have not yet begun, when will the first plan payment be made? (Date) 7. What date did the reorganized debtor or successor of the debtor under the plan assume the business or management of the property treated under the plan? 5/4/2017 (Date) 8. Please describe any factors which may materially affect your ability to obtain a final decree at this time. None 9. Complete the form for Plan Disbursements attached. 10. CONSUMMATION OF PLAN: A. If this is a final report, has an application for Final Decree been submitted*? Yes Date application was submitted 9/15/2020 No Date when application will be submitted *(if required by Local Rule) B. Estimated Date of Final Payment Under Plan I CERTIFY UNDER PENALTY OF PERJURY THAT THE ABOVE INFORMATION IS TRUE AND CORRECT TO THE BEST OF MY KNOWLEDGE. SIGNED: /s/ Denise DuBard Denise DuBard (PRINT NAME) DATE: 10/14/2020
IN RE: Memorial Production Partners LP, et CASE NO. 17-30262 CASH RECEIPTS AND DISBURSEMENTS CURRENT QUARTER CONFIRMATION TO DATE CASH-BEGINNING OF QUARTER RECEIPTS 14,383,993.00 DISBURSEMENTS NET PAYROLL PAYROLL TAXES PAID SECURED/RENTAL/LEASES UTILITIES INSURANCE INVENTORY PURCHASES VEHICLE EXPENSES TRAVEL & ENTERTAINMENT REPAIRS, MAINTENANCE & SUPPLIES ADMINISTRATIVE & SELLING 7,716,831.00 OTHER (attach list) PLAN PAYMENTS (page 1 and page 3) 0.00 0.00 TOTAL DISBURSEMENTS (this figure should equal Total disbursements, Item 2, Summary of Disbursements) 7,716,831.00 0.00 NET CASH FLOW 6,667,162.00 0.00 CASH-END OF QUARTER 6,667,162.00 0.00 CASH ACCOUNT RECONCILIATION FOR ALL FUNDS QUARTER ENDING SEPTEMBER Month/Year Month/Year Month/Year Total Bank Balance Deposit in Transit 0.00 Outstanding Checks 0.00 Adjusted Balance 0.00 0.00 0.00 0.00 Beginning Cash-Per Books Receipts 0.00 Transfers Between Accounts 0.00 Checks/Other Disbursements 0.00 Ending Cash-Per Books 0.00 0.00 0.00 0.00 STATEMENT OF CASH RECEIPTS AND DISBURSEMENTS Month/Year Month/Year Month/Year Total Beginning Cash Total Receipts 0.00 Total Disbursements 0.00 Ending Cash 0.00 0.00 0.00
IN RE: ‘ Memorial Production Partners LP, et al ‘ 17-30262 ‘ CASE NO. ‘ DEBTOR ‘ PAYMENTS TO CREDITORS UNDER THE PLAN CURRENT QUARTER CONFIRMATION TO DATE CREDITOR CLASS NEXT PAYMENT DUE TOTAL PLAN PAYMENTS: (report on page 1 and page 2) 0.00 0.00
Memorial Production Partners LP, et al.
3Q 2020 Consolidated Cash Flows
Amounts in thousands
| Jul-20 | Aug-20 | Sep-20 | 3Q 2020 | |||||||||||||
| Beginning Cash Balance |
$ | — | $ | — | $ | — | $ | — 4 | ) | |||||||
| Receipts |
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| Collections |
$ | 4,308 | $ | 5,007 | $ | 5,069 | $ | 14,384 | ||||||||
| Other Receipts |
— | |||||||||||||||
| Borrowing |
— | |||||||||||||||
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| Total Receipts |
$ | 4,308 | $ | 5,007 | $ | 5,069 | $ | 14,384 | ||||||||
| Operating Disbursements |
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| LOE/Capex/Other Op. Ex. |
$ | 2,603 | $ | 2,215 | $ | 1,241 | $ | 6,059 | ||||||||
| G&A |
— | — | — | — | ||||||||||||
| Payroll |
— | — | — | — | ||||||||||||
| Royalties |
1,068 | 591 | — | 1,659 | ||||||||||||
| Taxes |
— | — | — | — | ||||||||||||
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| Total Operating Disbursements |
$ | 3,671 | $ | 2,806 | $ | 1,241 | $ | 7,718 | ||||||||
| Non-Operating Disbursements |
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| Restructuring Fees |
$ | — | $ | — | $ | — | $ | — | ||||||||
| Bank Fees |
$ | — | — | — | — | |||||||||||
| Debt / Interest Payments |
— | — | — | — | ||||||||||||
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| Total Non-Operating Disbursements |
$ | — | $ | — | $ | — | $ | — | ||||||||
| Net Plan Disbursements |
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| Plan Effects Receipts |
$ | — | $ | — | $ | — | $ | — | ||||||||
| Plan Effects Disbursements |
— | — | — | — | ||||||||||||
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| Total Net Plan Disbursements |
$ | — | $ | — | $ | — | $ | — | ||||||||
| Net Cash Flow |
$ | 637 | $ | 2,201 | $ | 3,828 | $ | 6,666 | ||||||||
| Ending Cash Balance |
$ | — | $ | — | $ | — | $ | — 4 | ) | |||||||
Notes:
| 1) | On April 30, 2018, Amplify Energy Corp. and its affiliates (collectively, the “Debtors”) filed with the Bankruptcy Court a motion for a final decree and entry of an order closing the chapter 11 cases with respect to each of the Debtors, other than (i) San Pedro Bay Pipeline Company (“SPBPL”), Ch. 11 Case No. 17-30249, (ii) Rise Energy Beta, LLC (“REB”), Ch. 11 Case No. 17-30250, and (iii) Beta Operating Company, LLC (“BOC”), Ch. 11 Case No. 17-30253, (collectively, the “Closing Debtors”). On May 30, 2018 (“Final Decree Date”), the court entered into the final decree closing the chapter 11 cases of the Closing Debtors. For periods after the Final Decree Date, receipts and disbursement activity only reflect the transactions of SPBPL, REB, and BOC, respectively. |
| 2) | On, August 24, 2020, Amplify Energy Corp filed with the Bankruptcy Court a motion for a final decree closing the remaining chapter 11 cases withs respect to (i) San Pedro Bay Pipeline Company (“SPBPL”), Ch. 11 Case No. 17-30249, (ii) Rise Energy Beta, LLC (“REB”), Ch. 11 Case No. 17-30250, and (iii) Beta Operating Company, LLC (“BOC”), Ch. 11 Case No. 17-30253. On September 15, 2020, the court entered into the final decree closing the remaining chapter 11 cases. |
| 3) | This Disbursement Summary is unaudited and does not purport to represent financial statements prepared in accordance with generally accepted accounting principles nor are they intended to fully reconcile to the financial statements prepared by Amplify Energy Corp. (“the Company”). Information contained in the Disbursement Summary has been derived from the Company’s books and records. Therefore, in order to comply with its obligations to provide quarterly reporting during the Chapter 11 case, the Company has prepared this quarterly report using the best information presently available to it. This Disbursement Summary is true and accurate to the best of the Company’s knowledge, information and belief based on current available data. The financial results contained herein are not necessarily indicative of results that may be expected for any other period or for the full year and may not necessarily reflect the consolidated financial results of the Company in the future. The information contained herein is unaudited, limited in scope, and subject to change. |
| 4) | Based on centralized cash management practices, almost all disbursements are made by Amplify Energy Operating LLC’s (successor entity to Memorial Production Operating LLC) and Beta Operating Company, LLC on behalf of all Debtors with all cash receipts and Cash Balances held in Amplify Energy Operating LLC’s main operating account. For periods after the Final Decree Date, the Beginning and Ending Cash Balances is displayed as zero as SPBPL, REB, and BOC have ZBA accounts which sweep cash on a daily basis to the Amplify Energy Operating LLC’s main operating account. |
UNITED STATES BANKRUPTCY COURT
| CASE NAME: | Memorial Production Partners LP, et al. | PETITION DATE: | 01/16/17 | |||
| CASE NUMBER: | 17-30262 | DISTRICT OF TEXAS: | Southern | |||
| PLAN EFFECTIVE DATE: | 5/4/2017 | DIVISION: | Houston |
Disbursement and Fee Summary - 3Q 2020
| Disbursements | Fees In USD | |||||||||||||||||||||||||||||
| Case Number | Entity Name | Jul-20 | Aug-20 | Sep-20 | 3Q2020 Total |
Fee | Balance Due per UST |
Difference | ||||||||||||||||||||||
| 17-30262 |
Memorial Production Partners LP | — | — | |||||||||||||||||||||||||||
| 17-30248 |
Memorial Production Finance Corporation | — | — | |||||||||||||||||||||||||||
| 17-30249 |
San Pedro Bay Pipeline Company | 106,368 | 113,980 | 31,107 | 251,455 | 1,950 | — | 1,950 | ||||||||||||||||||||||
| 17-30250 |
Rise Energy Beta, LLC | 2,496,259 | 2,101,278 | 1,209,616 | 5,807,154 | 58,072 | — | 58,072 | ||||||||||||||||||||||
| 17-30251 |
Rise Energy Minerals, LLC | — | — | |||||||||||||||||||||||||||
| 17-30252 |
Rise Energy Operating, LLC | — | — | |||||||||||||||||||||||||||
| 17-30253 |
Beta Operating Company, LLC | 1,067,623 | 590,599 | — | 1,658,223 | 16,582 | — | 16,582 | ||||||||||||||||||||||
| 17-30254 |
Columbus Energy, LLC | — | — | |||||||||||||||||||||||||||
| 17-30255 |
WHT Carthage LLC | — | — | |||||||||||||||||||||||||||
| 17-30256 |
WHT Energy Partners LLC | — | — | |||||||||||||||||||||||||||
| 17-30257 |
Memorial Energy Services LLC | — | — | |||||||||||||||||||||||||||
| 17-30258 |
Memorial Midstream LLC | — | — | |||||||||||||||||||||||||||
| 17-30259 |
Memorial Production Operating LLC | — | — | |||||||||||||||||||||||||||
| 17-30260 |
MEMP Services LLC | — | — | |||||||||||||||||||||||||||
| 17-30261 |
Memorial Production Partners GP LLC | — | — | |||||||||||||||||||||||||||
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| Total | 3,670,251 | 2,805,857 | 1,240,724 | 7,716,831 | 76,604 | — | 76,604 | |||||||||||||||||||||||
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Notes: